FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

RESOURCES AVAILABLE TO THE BORROWERS AND THE ISSUER
Below is a summary of the resources available to the Borrowers and the Issuer to enable them to meet their
payment obligations in respect of the Commercial Mortgage Loans and the Notes, respectively. The
information in this section does not purport to be complete and is qualified in its entirety by reference to the
detailed information appearing in the relevant Transaction Documents and summarised elsewhere in this
Offering Circular. Prospective purchasers of the Notes are advised to read carefully and to rely, in addition,
on the detailed information appearing elsewhere in this Offering Circular in making any decision whether
or not to invest in any Notes.
1. Borrower Accounts
The description of the operation of each Borrower Transaction Account, Borrower Junior Expenses
Account, Cash Trap Account and Finance Lease Reserve Account (all such accounts, being, in respect of
each Borrower, the ‘‘Borrower Accounts’’) in this section will only apply prior to the enforcement of the
relevant Obligor Security. Following the enforcement of the relevant Obligor Security, the relevant
Borrower Accounts will operate in accordance with the instructions of the Management Company.
Each Borrower Account shall be subject to a pledge in favour of the Lenders and, upon transfer of the
Receivables to the Issuer, in favour of the Issuer.
The Borrower Transaction Account
As at the Closing Date, each Borrower will have instructed the Property Manager to ensure that all
amounts received by way of rental and service charge income, all proceeds of disposals of Secured
Properties, all amounts payable under Insurance Policies and/or guarantees are paid into the relevant
account in the name of the Borrower maintained with the relevant Borrowers Account Bank (each such
account being, in respect of the relevant Borrower, the ‘‘Borrower Transaction Account’’). Pursuant to the
terms of the relevant Commercial Mortgage Loan Agreement, the Borrower and the Property Manager
will covenant that they will ensure that, for so long as the relevant Commercial Mortgage Loan remains
outstanding, all amounts received will be paid into the relevant Borrower Transaction Account. On the
Closing Date each Borrower will pay, from the proceeds of its Commercial Mortgage Loan, into the
relevant Borrower Transaction Account an amount sufficient to enable it to make payments in respect of
any costs and taxes expected to become due and payable by that Borrower in the period from the Closing
Date to the first Loan Interest Payment Date.
The Borrower Transaction Account may also be credited with amounts transferred from the credit of the
Cash Trap Account under certain specific conditions (see the paragraph entitled ‘‘Cash Trap Account’’
below), or the Finance Lease Reserve Account (see the paragraph entitled ‘‘Finance Lease Reserve
Account’’ below).
Pursuant to each Commercial Mortgage Loan Agreement, monies standing to the credit of a Borrower
Transaction Account may not be used for any purpose other than:
(a) making payments due on each Loan Interest Payment Date in accordance with the relevant
Commercial Mortgage Loan Agreement;
(b) making payments in respect of any costs, taxes and any other amounts payable for which provision
has been made on a preceding Loan Interest Payment Date or, if there is no such preceding Loan
Interest Payment Date, on the Closing Date in accordance with the relevant Commercial Mortgage
Loan Agreement; and
(c) making voluntary or mandatory prepayments where the relevant Commercial Mortgage Loan
Agreement requires or allows such prepayments to be made on such other date which is not a Loan
Interest Payment Date.
Borrower Junior Expenses Account
As at the Closing Date, each Borrower shall deposit in such account an amount sufficient to cover the
estimated Expected Junior Expenses to be paid in respect of the Reference Period starting on the Closing
Date. On each subsequent Loan Interest Payment Date, such Expected Junior Expenses shall be provided
for by transferring the relevant amount from the Borrower Transaction Account in accordance with the
applicable Obligor Priority of Payments or by any other means if the amount standing to the credit of the
Borrower Junior Expenses Account is insufficient to meet such Junior Expenses. The Borrower Junior
Expenses Account may also be credited with amounts required to pay Permitted Development costs or
to make voluntary prepayments.
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