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(vi)
in the case of Same-Day Substitution Disposals all the Substitution Criteria are satisfied.
The Borrower Security Trustee must notify the relevant Borrower and the Property Manager no later
than five Business Days before the proposed Disposal Date whether the relevant conditions set out above
have been satisfied. Subject to delivery of such a notice to the effect that such conditions have been
satisfied, the Borrower Security Trustee will be required to release all the Encumbrances granted in
respect of the relevant Disposal Property and all related Occupational Leases at the relevant time on the
relevant Disposal Date.
The Borrower, or (for so long as it is so appointed) the Property Manager on behalf of the Borrower, will
instruct the relevant purchaser, excluding those Secured Properties disposed of as part of a Same-Day
Substitution Disposal (in respect of which there will be no Gross Cash Proceeds), to pay the Gross Cash
Proceeds in relation to any disposal of any Disposal Property into the Disposal Proceeds Account. An
amount equal to the Allocated Loan Amount in respect of the relevant Disposal Property multiplied by
the Release Percentage will be credited to the ‘‘debt ledger’’ maintained in respect of the Disposal
Proceeds Account and an amount equal to the Net Cash Proceeds less the amount credited to the ‘‘debt
ledger’’ will be credited to the ‘‘equity ledger’’. The proceeds of sale in respect of any assets other than
Disposal Property that are disposed of by way of a Minor Disposal will be paid into the Borrower
Transaction Account.
The relevant Borrower, or the Property Manager on behalf of the relevant Borrower, shall ensure that an
amount equal to the Disposal Expenses for which that Borrower is liable as a result of the disposal of a
Disposal Property shall be paid or, if appropriate, provided for from the Gross Cash Proceeds, at the time
of the payment of the Gross Cash Proceeds into the Disposal Proceeds Account. To the extent that any
Disposal Expenses are unpaid but are to be provided for, an amount equal to such Disposal Expenses
shall be paid from the Gross Cash Proceeds into the Borrower Distribution Account with the Net Cash
Proceeds remaining credited to the Disposal Proceeds Account.
The relevant Borrower shall be entitled to apply or procure the application of the Net Cash Proceeds for
any or a combination of the following purposes:
(a)
(b)
(c)
to finance, in whole or in part, the acquisition of another property, subject to and in accordance with
the conditions specified in the sub-section entitled ‘‘Acquisitions of Additional Properties’’ below;
to prepay, in whole or in part, the relevant Commercial Mortgage Loan, together with any interest
and all other amounts payable under the relevant Commercial Mortgage Loan as a result of such
prepayment (including any penalties in respect of any termination sums payable by the Issuer under
any Hedging Agreement) such prepayment and other amounts to be applied in accordance with (a)
to (c) of the paragraph below; or
in payment of an amount equal to the Net Cash Proceeds, less an aggregate amount equal to the
sum of (i) any interest and all other amounts that would be payable were a prepayment to be made
under the relevant Commercial Mortgage Loan as at the date of such payment (including any
penalties in respect of any termination sums payable by the Issuer under any Hedging Agreement)
and (ii) the Allocated Loan Amount of the relevant Disposal Property multiplied by the Release
Price Percentage, to the relevant Borrower Distribution Account.
Any Net Cash Proceeds (if not applied within 6 months from the date they are first credited to the
Disposal Proceeds Account) shall be applied by the relevant Borrower or at its direction as follows:
(a)
(b)
first, an amount equal to the applicable Prepayment Amount towards prepayment (in whole or in
part) of the relevant Commercial Mortgage Loan on the immediately following Loan Interest
Payment Date (or, if the period between the expiry of the 6 month period referred to above and the
immediately following Loan Interest Payment Date is less than 35 days, the next following Loan
Interest Payment Date);
second, in payment of any interest and all other amounts payable under the relevant Commercial
Mortgage Loan as a result of the prepayment of the relevant Commercial Mortgage Loan or part
thereof referred to under paragraph (a) above (including any penalties in respect of any termination
sums payable by the Issuer under any Hedging Agreement) and, following such payment, the Cash
Manager will immediately debit the ‘‘equity’’ ledger of the Disposal Proceeds Account by the
aggregate amount of all such payments; and
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