Common use of Allocation of Fees and Expenses Clause in Contracts

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(14) and Section 2.1(a)(15), respectively) shall be for the account of the applicable HSBC Seller up to the Close of Business on the Closing Date and thereafter shall be for the account of Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) all fees and expenses with respect to the Transferred Business that relate to both the period before and the period after the Closing Date, shall reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Close of Business on the Closing Date. In furtherance of the foregoing, all operating expenses related to the Transferred Business, as the case may be, including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the Transferred Business until the Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable HSBC Seller in accordance with the Primary Purchase Agreement. All of such expenses attributable to operations of the Transferred Business after the Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser. All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable HSBC Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Close of Business on the Closing Date. The parties intend that the pro rations provided for in this Section 3.1(b) shall be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or to the applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (or shall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaser.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the Transferred CRS Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(14) and Section 2.1(a)(15), respectively) shall be for the account of the applicable HSBC Seller Selling Entity up to the Close of Business on the Closing Date Effective Time and thereafter shall be for the account of Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) Purchaser, all fees and expenses with respect to the Transferred CRS Business that relate related to both the period before and the period after the Closing DateEffective Time, shall reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC SellerSelling Entity, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Close of Business on the Closing DateEffective Time. In furtherance of the foregoing, except as otherwise provided herein, (a) all operating expenses related to the Transferred CRS Business, as the case may be, including, but not limited to, including rent, utility, maintenance, and service expenses attributable to operations of the Transferred CRS Business until the Close of Business on the Closing Date Effective Time shall be paid by and shall be the obligation of the applicable HSBC Seller in accordance with the Primary Purchase Agreement. All Selling Entity; (b) all of such expenses attributable to operations of the Transferred CRS Business after the Close of Business on the Closing Date Effective Time shall be paid by and be the obligation of Purchaser. All real ; and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any c) any rental income from subtenants or other third-party occupants of real property shall also reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC SellerSelling Entity, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 3.3(b) 2.6 are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable HSBC Seller Selling Entity and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Close Effective Time. For the avoidance of Business on the Closing Date. The parties intend that the pro rations provided for doubt, nothing in this Section 3.1(b) 2.6 shall be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or apply to the applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (treatment of Taxes or shall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaseremployee matters.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(14) and Section 2.1(a)(15), respectively) shall be for the account of the applicable HSBC Seller up to the Close of Business on the Closing Date and thereafter shall be for the account of Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) Purchaser, all fees and expenses with respect to the Transferred Business that relate to both the period before and the period after the Closing Date, shall reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Close of Business on the Closing Date. In furtherance of the foregoing, all operating expenses related to the Transferred Business, as the case may be, including, but not limited to, including rent, utility, maintenance, and service expenses attributable to operations of the Transferred Business until the Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable HSBC Seller in accordance with the Primary Purchase AgreementSeller. All of such expenses attributable to operations of the Transferred Business after the Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser. All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC Seller, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 3.3(b) 3.3 are not discovered or the actual amount thereof is not known prior to the final Table of Contents determination of the Final Closing Statement, the parties Seller and Purchaser shall cooperate with one another so that the applicable HSBC Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Close of Business on the Closing Date. The parties intend that the pro rations provided for in this Section 3.1(b) shall be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or to the applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (or shall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaser.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(14) and Section 2.1(a)(15), respectively) Centers shall be for the account of the applicable HSBC Seller up to the Close of Business on the Closing Date and thereafter shall be for the account of Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) Purchaser, all fees and expenses with respect to the Transferred Business Banking Centers that relate related to both the period before and the period after the Closing Date, shall reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Close of Business on the Closing Date. In furtherance of the foregoing, all operating expenses related to the Transferred BusinessBanking Centers, as the case may be, including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the Transferred Business Banking Centers until the Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable HSBC Seller in accordance with the Primary Purchase AgreementSeller. All of such expenses attributable to operations of the Transferred Business Banking Centers after the Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser. All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business Banking Centers shall reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC Seller, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable HSBC Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Close of Business on the Closing Date. The parties intend that the pro rations provided for in this Section 3.1(b) shall be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or to the applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (or shall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaser.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(142.1(a)(13) and Section 2.1(a)(152.1(a)(14), respectively) shall be for the account of the applicable HSBC Seller up to the Close of Business on the Closing Date and thereafter shall be for the account of Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) all fees and expenses with respect to the Transferred Business that relate to both the period before and the period after the Closing Date, shall reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Close of Business on the Closing Date. In furtherance of the foregoing, all operating expenses related to the Transferred Business, as the case may be, including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the Transferred Business until the Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable HSBC Seller in accordance with the Primary Purchase Agreement. All of such expenses attributable to operations of the Transferred Business after the Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser. All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable HSBC Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Close of Business on the Closing Date. The parties intend that the pro rations provided for in this Section 3.1(b) shall be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or to the applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (or shall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaser.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties Parties that the economics of the Transferred Business Operations (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(142.1(a)(12) and Section 2.1(a)(152.1(a)(13), respectively) shall be for the account of the applicable HSBC Seller up to the Close of Business on the Closing Date Effective Time and thereafter shall be for the account of Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) Purchaser, all fees and expenses with respect to the Transferred Business Operations that relate related to both the period before and the period from and after the Closing Date, shall reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC Seller, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Close of Business on the Closing DateEffective Time. In furtherance of the foregoing, all operating expenses related to the Transferred BusinessOperations, as the case may be, including, but not limited to, including rent, utility, maintenance, insurance premiums payable to the FDIC attributable to insurance coverage for the Assumed Deposits, fees for customary annual or periodic licenses or permits, and service expenses attributable to operations of the Transferred Business Operations until the Close of Business on the Closing Date Effective Time shall be paid by and shall be the obligation of the applicable HSBC Seller in accordance with the Primary Purchase AgreementSeller. All of such expenses attributable to operations of the Transferred Business Operations after the Close of Business on the Closing Date Effective Time shall be paid by and be the obligation of Purchaser. All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement), on the one hand, and the applicable HSBC Seller, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC Seller, on the other hand, as of the Close of Business on the Closing DateEffective Time. To the extent that any Tax, fees or expenses described in this Section 3.3(b3.2(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties Parties shall cooperate with one another so that the applicable HSBC Seller and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Close Effective Time. For the avoidance of Business on the Closing Date. The parties intend that the pro rations provided for doubt, nothing in this Section 3.1(b3.2(b) shall be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or apply to the applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (treatment of Taxes or shall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaseremployee matters.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(14) and Section 2.1(a)(15), respectively) shall be for the account of the applicable HSBC Seller Entity up to the Close of Business on the Closing Date and thereafter shall be for the account of Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) Purchaser, all fees and expenses with respect to the Transferred Business that relate related to both the period before and the period after the Closing Date, shall reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC SellerSeller Entity, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Close of Business on the Closing Date. In furtherance of the foregoing, all operating expenses related to the Transferred Business, as the case may be, including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the Transferred Business until the Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable HSBC Seller in accordance with the Primary Purchase AgreementEntity. All of such expenses attributable to operations of the Transferred Business after the Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser. All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC SellerSeller Entity, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC SellerSeller Entity, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable HSBC Seller Entity and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Close of Business on the Closing Date. The parties intend that the pro rations provided for in this Section 3.1(b) shall be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or to the applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (or shall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaser.

Allocation of Fees and Expenses. Except as otherwise provided herein, to effect the intention of the parties that the economics of the Transferred Business (except to the extent of the Banking Receivables and the Prepaid Expenses purchased by Purchaser pursuant to Section 2.1(a)(142.1(a)(13) and Section 2.1(a)(152.1(a)(14), respectively) shall be for the account of the applicable HSBC Seller Entity up to the Close of Business on the Closing Date and thereafter shall be for the account of Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement) Purchaser, all fees and expenses with respect to the Transferred Business that relate related to both the period before and the period after the Closing Date, shall reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC SellerSeller Entity, on the other hand, based on the full amount of the latest available bills or statements on the basis of a three hundred sixty-five (365)-day calendar year (except to the extent accrued on a three hundred sixty (360)-day calendar year, in which case proration shall be based on a three hundred sixty (360)-day calendar year) as of the Close of Business on the Closing Date. In furtherance of the foregoing, all operating expenses related to the Transferred Business, as the case may be, including, but not limited to, rent, utility, maintenance, and service expenses attributable to operations of the Transferred Business until the Close of Business on the Closing Date shall be paid by and shall be the obligation of the applicable HSBC Seller in accordance with the Primary Purchase AgreementEntity. All of such expenses attributable to operations of the Transferred Business after the Close of Business on the Closing Date shall be paid by and be the obligation of Purchaser. All real and personal property, use and other Taxes imposed on a time basis with respect to the Transferred Business shall reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC SellerSeller Entity, on the other hand, in the same manner based on the full amount of the Tax for the relevant period, unless such amount is not reasonably ascertainable, in which case the full amount of the Tax for the prior period shall be used. Any rental income from subtenants or other third-party occupants of real property shall also reflect a proration be prorated between Purchaser (as assignee of a portion of Assignor’s rights under the Primary Purchase Agreement)Purchaser, on the one hand, and the applicable HSBC SellerSeller Entity, on the other hand, as of the Close of Business on the Closing Date. To the extent that any Tax, fees or expenses described in this Section 3.3(b) are not discovered or the actual amount thereof is not known prior to the final determination of the Final Closing Statement, the parties shall cooperate with one another so that the applicable HSBC Seller Entity and Purchaser each pays its appropriate share of any such fee or expense, depending upon whether such fee or expense relates to the period before or after the Close of Business on the Closing Date. The parties intend that the pro rations provided for in this Section 3.1(b) shall be calculated in the same manner as provided for in Section 3.3(b) of the Primary Purchase Agreement, and Purchaser shall pay to Assignor (or to the applicable HSBC Seller if so directed by Assignor) any pro rations payable by Purchaser hereunder and Assignor shall pay (or shall use commercially reasonable efforts to cause HSBC to pay directly to Purchaser) any pro rations owing to Purchaser.