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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On delivery of a Note Enforcement Notice, all indebtedness outstanding to the Liquidity Facility Provider<br />
under the Liquidity Facility Agreement (other than the Liquidity Subordinated Amounts) will rank in<br />
priority to repayments of principal and payments of interest under the Notes and amounts then standing<br />
to the credit of the Liquidity Facility Standby Account, which represent the Liquidity Facility Standby<br />
Drawing will not be available to the Issuer (but will instead be repaid to the Liquidity Facility Provider).<br />
While the foregoing is a description of the Liquidity Facility Agreement entered into on the Closing Date,<br />
it is possible that in the future it will only be possible to renew or replace it on terms which differ from<br />
those described above.<br />
5. The Hedging Agreements<br />
For a further description of the Hedging Providers, see the section entitled ‘‘The Hedging Providers’’<br />
below.<br />
The Hedging Agreements may be terminated in whole or in part in certain limited circumstances, some<br />
of which are more particularly described below. Any such termination may oblige the Issuer or the<br />
Hedging Providers to make a termination payment. Any payment due to the Hedging Provider(s) from<br />
a replacement Hedging Provider or following termination of the Hedging Agreement will be paid to the<br />
Hedging Provider(s) and will not be made available to the Issuer Creditors.<br />
If any Commercial Mortgage Loan and the corresponding Notes, are prepaid in part or in full other than<br />
in accordance with their stated maturity, a corresponding proportion of the notional amount of the<br />
swap(s) and or cap(s) made pursuant to the Hedging Agreements will terminate or the notional amount<br />
of the swap(s) and/or cap(s) will be reduced in such other way as to reflect a corresponding reduction in<br />
such notional amount, in each case as more specifically set out in the Hedging Agreements.<br />
If the Issuer does not satisfy its payment obligations under a Hedging Agreement, this will constitute a<br />
default by the Issuer thereunder and will entitle the relevant Hedging Provider to terminate the relevant<br />
Hedging Agreement.<br />
Upon the service of a Note Enforcement Notice, the Hedging Providers will have the right to terminate<br />
the Hedging Agreements.<br />
The Issuer’s obligations to the Hedging Providers under the Hedging Agreements (other than in respect<br />
of the Hedging Subordinated Amounts) will rank ahead of the Notes.<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 />
Hedging Providers under the Hedging Agreements (including any Fees and Expenses due to the Hedging<br />
Providers), without the prior consent of the Hedging Providers. Failure to comply with this obligation will<br />
constitute an Event of Default under each Hedging Agreement.<br />
All payments to be made by either party under the Hedging Agreement are to be made without<br />
withholding or deduction for or on account of any Tax unless such withholding or deduction is required<br />
by applicable law (as modified by the practice of any relevant Tax Authority). Each of the Issuer and the<br />
Hedging Providers will represent, on entering into the Hedging Agreements, that it is not obliged to make<br />
any such deduction or withholding under current taxation law and practice. If, as a result of a change in<br />
law (or the application or official interpretation thereof), one party is required to make such a withholding<br />
or deduction from any payment to be made to the other party under a Hedging Agreement, the party<br />
making that payment will not be obliged to pay additional amounts to the other party in respect of the<br />
amounts so required to be withheld or deducted. If such additional amounts are payable by the Issuer they<br />
will form part of the Hedging Subordinated Amounts, payments of the On-going Facility Fee in respect<br />
of which will rank junior to payments under the Commercial Mortgage Loans in the Obligor Priority of<br />
Payments. The party making an increased payment will have the right to terminate the relevant Hedging<br />
Agreement (subject, in the case of the Hedging Providers only, to the Hedging Provider’s obligation to use<br />
reasonable efforts (provided that such efforts shall not cause significant economic hardship to the relevant<br />
Hedging Provider) to transfer its rights and obligations under the relevant Hedging Agreement to another<br />
of its offices or affiliates or a suitably rated third party such that payments made by or to that office or<br />
affiliate or third party under the relevant Hedging Agreement can be made without any withholding or<br />
deduction for or on account of Tax).<br />
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