FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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