FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
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Facility Fees<br />
Pursuant to the terms of each Commercial Mortgage Loan Agreement and in consideration of the<br />
Commercial Mortgage Loans being made available, each Borrower will pay to the Issuer:<br />
(a) on the Closing Date, its proportionate share of an amount equal to all the fees, costs and expenses<br />
incurred by the Issuer (together with any VAT) on or before the Closing Date in connection with<br />
the issue of the Notes, the purchase of the Commercial Mortgage Loans and the negotiation,<br />
preparation and execution of each Issuer Transaction Document (the ‘‘Initial Facility Fee’’); and<br />
(b) on each Loan Interest Payment Date, a further fee in an amount equal to the aggregate of (i) its<br />
proportionate share of such amounts as are then necessary to enable the Issuer to pay or provide<br />
for all amounts (other than any payments of interest on, and repayments of principal in respect of,<br />
the Notes that are due to be paid on the next Interest Payment Date) falling due in accordance with<br />
the terms of the Issuer Transaction Documents to be paid or provided for by the Issuer on or shortly<br />
after such date (together with any VAT), (ii) such amounts as are then necessary to enable the<br />
Issuer to pay any breakage costs under the Hedging Agreements arising as a result of the Issuer<br />
adjusting its hedging activities to reflect a prepayment by that particular Borrower and (iii) such<br />
amounts as are then necessary to enable the Issuer to pay any amounts owing to the Liquidity<br />
Facility Provider by reason of that particular Borrower failing to make or being late in making a<br />
payment under its Commercial Mortgage Loan (the ‘‘On-going Facility Fee’’ and together with the<br />
Initial Facility Fee, the ‘‘Issuer Facility Fees’’), provided the aforementioned amounts relating to<br />
breakage costs will be payable on the date of prepayment where a prepayment resulting from an<br />
Elected Disposal of a Secured Property (or the sale of all or any shares of a Borrower) occurs on<br />
a date other than a Loan Interest Payment Date.<br />
Each Borrower’s proportionate share of such fees shall be based on their respective share in the principal<br />
amount outstanding on the Commercial Mortgage Loans.<br />
Withholding tax<br />
All payments made to the Issuer under a Commercial Mortgage Loan Agreement will be made free and<br />
clear of, and without withholding or deduction for, any tax unless such withholding or deduction is<br />
required by law. If any such withholding or deduction is so required, the amount of the payment due to<br />
the Issuer will be increased to the extent necessary to ensure that, after that withholding or deduction has<br />
been made, the amount ultimately received by the Issuer is equal to the amount that it would have<br />
received had that withholding or deduction not been required to be made.<br />
Representations and Warranties<br />
No independent investigation with respect to the matters warranted in any Commercial Mortgage Loan<br />
Agreement will be made by the Lenders, the Issuer, the Management Company, the Custodian, the <strong>FCC</strong><br />
Servicers, the Issuer Account Bank, any Noteholder Representative, the Joint Lead Managers, the<br />
Hedging Providers, the Liquidity Facility Provider or the Borrowers Account Banks. In relation to such<br />
matters, the above parties will rely entirely on the Certificates of Title, the Orrick Report, the<br />
Environmental Reports, the excerpts of the financial reports of Mazars & Guerard and the Valuation<br />
Report and the representations and warranties to be given by the relevant Borrower and/or the relevant<br />
Obligor, if applicable, pursuant to the terms of the relevant Commercial Mortgage Loan Agreement.<br />
These include representations and warranties, which may be limited by certain materiality qualifications<br />
and/or subject to the contents of the Certificates of Title in certain circumstances, as to the following and<br />
other matters to be given by each Borrower in relation to it and its assets and (only in certain cases) by<br />
the relevant Parent Obligors:<br />
• due incorporation, establishment, ownership and power and authority;<br />
• the relevant Borrower being the absolute owner of each Secured Property and having full<br />
ownership;<br />
• no security interest existing over all or any of the relevant Borrower’s present or future revenues or<br />
assets other than certain permitted security interests;<br />
• each of the Transaction Documents to which it is a party constituting its legal, valid and binding<br />
obligations and being enforceable in accordance with their terms (subject to certain customary<br />
reservations);<br />
• no Loan Event of Default or Potential Loan Event of Default in respect of the relevant Commercial<br />
Mortgage Loan having occurred and continuing;<br />
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