FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

The interest rate on Liquidity Drawings under the Liquidity Facility Agreement will be the sum of the
EURIBOR interbank offered rate for euro deposits for the appropriate period plus a specified margin
(plus, as applicable, any permitted additions to the interest rate to compensate the Liquidity Facility
Provider for the cost of regulatory compliance from time to time, pursuant to the terms of the Liquidity
Facility Agreement). Interest will accrue on each Liquidity Drawing under the Liquidity Facility from the
date of the drawing to but excluding the next succeeding Interest Payment Date. The Issuer will be
obliged to repay the outstanding balance of any drawings together with interest thereon on each Interest
Payment Date in accordance with the relevant Issuer Priority of Payments. Amounts repaid may, subject
to certain conditions, be redrawn.
Provided that the Liquidity Facility Provider meets certain requirements, if any amounts are required to
be deducted or withheld for or on account of Tax from any payment made by the Issuer to the Liquidity
Facility Provider under the Liquidity Facility Agreement, the amount of any payment due from the Issuer
to the Liquidity Facility Provider will be increased to the extent necessary to ensure that, after such
deduction or withholding has been made, the amount received by the Liquidity Facility Provider is equal
to the amount that it would have received had no such withholding or deduction been required to be
made. Such increased amounts will form part of the Liquidity Subordinated Amounts, payments of the
On-going Facility Fee in respect of which will rank junior to the payments under the Commercial
Mortgage Loans in the Obligor Priority of Payments.
The Liquidity Facility will be for a term of 364 days, renewable at the option of the parties. The Liquidity
Facility Agreement will provide that (a) if the Liquidity Facility Provider declines to renew the
commitment period of the Liquidity Facility and/or (b) the Liquidity Facility Provider’s short term
unsecured, unsubordinated and unguaranteed debt obligations cease to be rated at least A-1+ by S&P and
F1 by Fitch (the ‘‘Liquidity Requisite Ratings’’) (each a ‘‘Liquidity Event’’), then, by no later than 5
Business Days prior to the expiry of the then current commitment period or 30 Business Days of the
relevant downgrade, as the case may be, the Liquidity Facility Provider shall assign, novate or transfer its
rights and obligations to another liquidity facility provider that has the Liquidity Requisite Ratings and
meets certain other criteria or other arrangements shall be made for the Issuer to enter into a new
liquidity facility with a replacement party that, amongst other things, has the Liquidity Requisite Ratings.
If any one of such steps is not completed within the required time, the Liquidity Facility Provider will
advance a drawing (a ‘‘Liquidity Facility Standby Drawing’’) of the total commitment under the Liquidity
Facility Agreement then available for drawing under the Liquidity Facility and the Liquidity Facility
Provider shall pay such Liquidity Facility Standby Drawing into a designated bank account of the Issuer
(the ‘‘Liquidity Facility Standby Account’’) maintained with the Liquidity Facility Provider (for so long
as it satisfies the Rating Criteria) or the Issuer Account Bank or (subject to the written approval of the
Liquidity Facility Provider, such approval not to be unreasonably delayed or withheld) any other bank,
the short-term, unsecured, unsubordinated and unguaranteed debt obligations of which satisfy the Rating
Criteria (the ‘‘Standby Deposit’’).
The rate of interest applicable to a Liquidity Facility Standby Drawing shall be an amount equal to the
interest rate on Liquidity Drawings under the Liquidity Facility Agreement. The Issuer will receive
interest on the amount of any Standby Deposit at a rate equal to the then prevailing rate for deposits at
the Issuer Account Bank, such interest to be credited to the Issuer Transaction Account.
Interest accrued in respect of Liquidity Facility Drawings will be paid in accordance with the relevant
Issuer Priority of Payments.
Amounts standing to the credit of the Liquidity Facility Standby Account, will, subject to the terms of the
Liquidity Facility Agreement (including the conditions described above as to availability of Drawings), be
available to the Issuer by way of Liquidity Drawing in the event of there being a Liquidity Shortfall. Such
a Liquidity Drawing will accrue interest and be repayable as described above, except that, until the
Liquidity Facility Provider is replaced or the Liquidity Event that gave rise to the Liquidity Facility
Standby Drawing is remedied, repayment will be made into the Liquidity Facility Standby Account. Any
costs incurred in obtaining a replacement liquidity facility or in utilising the Liquidity Facility will be
borne by the Issuer and charged to the Borrowers through the On-going Facility Fee.
The Management Company and the Custodian have undertaken not to make any modification to the
Issuer Priority of Payments which may adversely affect the ranking of any amounts payable to the
Liquidity Facility Provider under the Liquidity Facility Agreement (including any Fees and Expenses due
to the Liquidity Facility Provider), without the Liquidity Facility Provider’s prior consent. Failure to
comply with this obligation will constitute a Liquidity Facility Event of Default.
93