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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(vi) upon giving not less than 45 nor more than 60 days prior written notice, in whole but not in<br />
part in the event of any withholding or deduction for or on account of tax being required to<br />
be made from payments due under the relevant Commercial Mortgage Loan;<br />
(vii) on a Loan Interest Payment Date and upon giving not less than 45 nor more than 60 days<br />
prior written notice, in whole or in part (and if in part, in an aggregate minimum amount,<br />
taking into account all other prepayments made by the other Borrowers in the same Borrower<br />
Group on that date, of u50,000,000, or any multiple of u5,000,000 above u50,000,000), using<br />
amounts credited to the Borrower Junior Expenses Account, provided that each other<br />
Borrower within the same Borrower Group simultaneously prepays its loans in the same<br />
proportion; or<br />
(viii) on a Loan Interest Payment Date and upon giving not less than 45 nor more than 60 days<br />
prior written notice, in whole but not in part if the principal amount outstanding of its<br />
Commercial Mortgage Loan is less than u50,000,000, using amounts credited to the Borrower<br />
Junior Expenses Account.<br />
The Management Company on behalf of the Issuer shall, in accordance with the Issuer Pre-Enforcement<br />
Priority of Payments or the Issuer Post-Enforcement Priority of Payments, as applicable, apply the<br />
proceeds from the prepayment of the Commercial Mortgage Loans that it receives by way of prepayment<br />
from the Borrowers towards the prepayment of the Notes, with the prepayment being applied<br />
sequentially starting with the highest ranking Class of Notes.<br />
A Borrower may only prepay its Commercial Mortgage Loan on a Loan Interest Payment Date (or, in the<br />
case of prepayment as a result of illegality or as a result of an Elected Disposal or a disposal of shares,<br />
on such other date as is required pursuant to the terms of the relevant Commercial Mortgage Loan<br />
Agreement) if upon any such prepayment:<br />
(a) in the case of any prepayment in part but not in full in accordance with paragraphs (i) or (ii) above,<br />
the Borrower and the other Borrowers in the same Borrower Group pay the relevant amounts<br />
specified in the definition of the Prepayment Amount below;<br />
(b) in the case of the prepayment in full but not in part in the circumstances described in paragraphs<br />
(iii) or (vi) above, the relevant Borrower prepays its share in the then aggregate principal amount<br />
outstanding of the relevant Commercial Mortgage Loan;<br />
(c) in the case of a prepayment in accordance with paragraphs (v) above, all of the Borrowers prepay<br />
the then aggregate principal amount outstanding of the Commercial Mortgage Loans;<br />
(d) in the case of a prepayment in accordance with paragraphs (iv), (vii) or (viii) above, the relevant<br />
Borrower or Borrowers, as the case may be, prepay the amount required or elected to be prepaid<br />
in accordance with such paragraph, as the case may be (provided that, in relation to paragraph (vii),<br />
the amount shall be allocated between all Borrowers of the same Borrower Group on a pro rata<br />
basis);<br />
(e) the relevant Borrower or Borrowers, as the case may be, pay all accrued and unpaid interest then<br />
outstanding on the Commercial Mortgage Loan; and<br />
(f) the relevant Borrower or Borrowers, as the case may be, pay any other amounts then due and<br />
payable under the relevant Commercial Mortgage Loan Agreement, including any amounts owing<br />
by way of On-going Facility Fee.<br />
For the purposes of each Commercial Mortgage Loan Agreement, in the case of any prepayment in<br />
accordance with paragraphs (i) or (ii) above, the ‘‘Prepayment Amount’’ shall correspond to:<br />
(a) in respect of the Borrower whose Secured Property (or Secured <strong>Properties</strong>) was (or were) the<br />
subject of the relevant disposal or insurance claim, the Allocated Loan Amount in respect of the<br />
relevant Secured Property or Secured <strong>Properties</strong> and<br />
(b) in respect of each Borrower in the same Borrower Group (including, except if the affected Secured<br />
Property is its only Secured Property at the time or the prepayment is due to a disposal of shares,<br />
the prepaying Borrower), its pro rata share of the product of the aforementioned Allocated Loan<br />
Amount and the Overamortisation Percentage.<br />
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