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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The interest rate on Liquidity Drawings under the Liquidity Facility Agreement will be the sum of the<br />
EURIBOR interbank offered rate for euro deposits for the appropriate period plus a specified margin<br />
(plus, as applicable, any permitted additions to the interest rate to compensate the Liquidity Facility<br />
Provider for the cost of regulatory compliance from time to time, pursuant to the terms of the Liquidity<br />
Facility Agreement). Interest will accrue on each Liquidity Drawing under the Liquidity Facility from the<br />
date of the drawing to but excluding the next succeeding Interest Payment Date. The Issuer will be<br />
obliged to repay the outstanding balance of any drawings together with interest thereon on each Interest<br />
Payment Date in accordance with the relevant Issuer Priority of Payments. Amounts repaid may, subject<br />
to certain conditions, be redrawn.<br />
Provided that the Liquidity Facility Provider meets certain requirements, if any amounts are required to<br />
be deducted or withheld for or on account of Tax from any payment made by the Issuer to the Liquidity<br />
Facility Provider under the Liquidity Facility Agreement, the amount of any payment due from the Issuer<br />
to the Liquidity Facility Provider will be increased to the extent necessary to ensure that, after such<br />
deduction or withholding has been made, the amount received by the Liquidity Facility Provider is equal<br />
to the amount that it would have received had no such withholding or deduction been required to be<br />
made. Such increased amounts will form part of the Liquidity Subordinated Amounts, payments of the<br />
On-going Facility Fee in respect of which will rank junior to the payments under the Commercial<br />
Mortgage Loans in the Obligor Priority of Payments.<br />
The Liquidity Facility will be for a term of 364 days, renewable at the option of the parties. The Liquidity<br />
Facility Agreement will provide that (a) if the Liquidity Facility Provider declines to renew the<br />
commitment period of the Liquidity Facility and/or (b) the Liquidity Facility Provider’s short term<br />
unsecured, unsubordinated and unguaranteed debt obligations cease to be rated at least A-1+ by S&P and<br />
F1 by Fitch (the ‘‘Liquidity Requisite Ratings’’) (each a ‘‘Liquidity Event’’), then, by no later than 5<br />
Business Days prior to the expiry of the then current commitment period or 30 Business Days of the<br />
relevant downgrade, as the case may be, the Liquidity Facility Provider shall assign, novate or transfer its<br />
rights and obligations to another liquidity facility provider that has the Liquidity Requisite Ratings and<br />
meets certain other criteria or other arrangements shall be made for the Issuer to enter into a new<br />
liquidity facility with a replacement party that, amongst other things, has the Liquidity Requisite Ratings.<br />
If any one of such steps is not completed within the required time, the Liquidity Facility Provider will<br />
advance a drawing (a ‘‘Liquidity Facility Standby Drawing’’) of the total commitment under the Liquidity<br />
Facility Agreement then available for drawing under the Liquidity Facility and the Liquidity Facility<br />
Provider shall pay such Liquidity Facility Standby Drawing into a designated bank account of the Issuer<br />
(the ‘‘Liquidity Facility Standby Account’’) maintained with the Liquidity Facility Provider (for so long<br />
as it satisfies the Rating Criteria) or the Issuer Account Bank or (subject to the written approval of the<br />
Liquidity Facility Provider, such approval not to be unreasonably delayed or withheld) any other bank,<br />
the short-term, unsecured, unsubordinated and unguaranteed debt obligations of which satisfy the Rating<br />
Criteria (the ‘‘Standby Deposit’’).<br />
The rate of interest applicable to a Liquidity Facility Standby Drawing shall be an amount equal to the<br />
interest rate on Liquidity Drawings under the Liquidity Facility Agreement. The Issuer will receive<br />
interest on the amount of any Standby Deposit at a rate equal to the then prevailing rate for deposits at<br />
the Issuer Account Bank, such interest to be credited to the Issuer Transaction Account.<br />
Interest accrued in respect of Liquidity Facility Drawings will be paid in accordance with the relevant<br />
Issuer Priority of Payments.<br />
Amounts standing to the credit of the Liquidity Facility Standby Account, will, subject to the terms of the<br />
Liquidity Facility Agreement (including the conditions described above as to availability of Drawings), be<br />
available to the Issuer by way of Liquidity Drawing in the event of there being a Liquidity Shortfall. Such<br />
a Liquidity Drawing will accrue interest and be repayable as described above, except that, until the<br />
Liquidity Facility Provider is replaced or the Liquidity Event that gave rise to the Liquidity Facility<br />
Standby Drawing is remedied, repayment will be made into the Liquidity Facility Standby Account. Any<br />
costs incurred in obtaining a replacement liquidity facility or in utilising the Liquidity Facility will be<br />
borne by the Issuer and charged to the Borrowers through the On-going Facility Fee.<br />
The Management Company and the Custodian have undertaken not to make any modification to the<br />
Issuer Priority of Payments which may adversely affect the ranking of any amounts payable to the<br />
Liquidity Facility Provider under the Liquidity Facility Agreement (including any Fees and Expenses due<br />
to the Liquidity Facility Provider), without the Liquidity Facility Provider’s prior consent. Failure to<br />
comply with this obligation will constitute a Liquidity Facility Event of Default.<br />
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