FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(iii)
(iv)
(v)
(B)
(C)
(2) any amounts payable by the Issuer in respect of any Fees and Expenses of the
Paying Agents incurred under the provisions of the Paying Agency Agreement;
(3) any amounts payable by the Issuer in respect of any Fees and Expenses of the
Issuer Account Bank and the Cash Manager, respectively, under the Issuer Account
Bank and Cash Management Agreement; and
(4) any amounts payable by the Issuer in respect of any Fees and Expenses of the FCC
Servicers in accordance with the Receivables Transfer and Servicing Agreement;
any amounts payable by the Issuer to the Rating Agencies in respect of any Fees and
Expenses and the Irish Stock Exchange in respect of any fees that, in each case, they may
reasonably incur on an ongoing basis in connection with the rating or listing of the Notes,
as the case may be; and
any amounts payable to the Liquidity Facility Provider under the Liquidity Facility
Agreement (including, for the avoidance of doubt, following any Liquidity Facility
Standby Drawing) other than the Liquidity Subordinated Amounts;
third, in or towards satisfaction of any amounts payable to the Hedging Providers under the
Hedging Agreements including Hedging Termination Payments in respect of the Hedging
Agreement but excluding any Hedging Subordinated Amounts;
fourth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable, such interest
having been deferred upon allocation of a Principal Loss) in respect of the Class A Notes;
fifth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due
in respect of any interest payable (including any deferred interest payable) in respect of the
Class B Notes;
(vi) sixth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable) in respect of
the Class C Notes;
(vii) seventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable) in respect of
the Class D Notes;
(viii) eighth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable) in respect of
the Class E Notes;
(ix)
(x)
ninth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any principal payable in respect of the Class A Notes;
tenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any principal payable in respect of the Class B Notes;
(xi) eleventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any principal payable in respect of the Class C Notes;
(xii) twelfth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any principal payable in respect of the Class D Notes;
(xiii) thirteenth, in or towards satisfaction, pro rata and pari passu according to the respective
amounts due in respect of any principal payable in respect of the Class E Notes;
(xiv) fourteenth, in or towards satisfaction of any amounts payable to the Liquidity Facility Provider
under the Liquidity Facility Agreement in respect of Liquidity Subordinated Amounts;
(xv) fifteenth, in or towards satisfaction of any amounts payable in respect of amounts due to the
Hedging Providers under the Hedging Agreements in respect of Hedging Subordinated
Amounts;
(xvi) sixteenth, in or towards satisfaction of any amounts due to the Borrowers under the
Commercial Mortgage Loan Agreements; and
(xvii)seventeenth, on the Issuer Liquidation Date only, in or towards repayment of the Units, and in
or towards payment of the liquidation surplus (if any), in each case to the Unitholders.
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