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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(j) tenth, in or towards satisfaction pro rata and pari passu, according to the respective amounts due in<br />
respect of the relevant Borrower’s share of any amounts payable to the Issuer by way of On-going<br />
Facility Fee under the Commercial Mortgage Loan Agreement in respect of amounts described in<br />
sub-paragraph (g) of the definition of On-going Facility Fee;<br />
(k) eleventh, in or towards satisfaction of any amounts for which the Borrower is required to account to<br />
a French tax authority (including any VAT); and<br />
(l) twelfth, as applicable, toward payment of any amounts payable under its joint and several (solidaire)<br />
undertaking in respect of another Borrower under the Commercial Mortgage Loan.<br />
Any amount standing to the credit of the Borrower Transaction Account following the payments and<br />
provisions described above may be transferred by the relevant Borrower into its Borrower Junior<br />
Expenses Account.<br />
3. Monies available to the Issuer<br />
Prior to a Note Enforcement Notice being served, the Management Company will determine the monies<br />
which the Issuer has available to it to enable it to perform its obligations under or in respect of the Notes<br />
on each Interest Payment Date which will comprise:<br />
(a) monies received by the Issuer from the Borrowers under the Commercial Mortgage Loan<br />
Agreements;<br />
(b) money received from the Hedging Providers under the Hedging Agreement;<br />
(c) the earnings and proceeds from the making of Eligible Investments; and<br />
(d) all other amounts standing to the credit of the Issuer Transaction Account.<br />
The Management Company will also determine the extent of any Liquidity Shortfall (to which extent it<br />
will provide a notice of drawdown to the Liquidity Facility Provider pursuant to the Liquidity Facility<br />
Agreement).<br />
Issuer Accounts<br />
As at the Closing Date, the Custodian acting on behalf of the Issuer will have established the Issuer<br />
Transaction Account, the Mortgage Reserve Accounts and the Liquidity Facility Standby Account to be<br />
managed by the Cash Manager pursuant to the Issuer Account Bank and Cash Management Agreement.<br />
The Issuer Accounts will be held with the Issuer Account Bank.<br />
The description of the operation of the Issuer Transaction Account in this section will only apply prior to<br />
the issuance of Note Enforcement Notice and any amounts standing to the credit of the Liquidity Facility<br />
Standby Account will not be available to the Issuer Creditors generally (but only as security in respect of<br />
the obligations to the Liquidity Facility Provider) and will be repaid to the Liquidity Facility Provider (as<br />
described in ‘‘The Liquidity Facility’’ below).<br />
Pursuant to the Issuer Account Bank and Cash Management Agreement, any amounts held in the Issuer<br />
Transaction Account may be invested from time to time in Eligible Investments by the Cash Manager (or<br />
any delegate thereof) on behalf of the Issuer.<br />
Mortgage Reserve Account<br />
To expedite the registration of unregistered (formalisé non-inscrit) Additional Mortgages, the Borrowers<br />
will be obliged on the Closing Date to fund a mortgage reserve in the form of cash pledged to the Issuer<br />
in the amount necessary to effect the registration of the unregistered Additional Mortgages.<br />
Pursuant to the Issuer Account Bank and Cash Management Agreement, monies standing to the credit<br />
of the Mortgage Reserve Accounts shall be applied towards payment of registration costs of the<br />
unregistered Additional Mortgages in circumstances where the relevant Borrowers, having become<br />
obliged to pay such costs, have failed to do so. The monies standing to the credit of the Mortgage Reserve<br />
Accounts may also be applied toward payment of the relevant Borrowers’ obligations under the<br />
Commercial Mortgage Loan Agreement. The monies standing to the credit of the Mortgage Reserve<br />
Accounts will be returned to the relevant Borrowers on the Final Maturity Date provided that all amounts<br />
owing under the relevant Commercial Mortgage Loan Agreement have been paid in full.<br />
Issuer Pre Enforcement Priority of Payments<br />
Prior to service of a Note Enforcement Notice, amounts standing to the credit of the Issuer Transaction<br />
Account other than any amounts credited to the ‘‘swap collateral ledger’’ of the Issuer Transaction<br />
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