FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Pursuant to each Commercial Mortgage Loan Agreement, monies standing to the credit of a Borrower
Junior Expenses Account may not be used for any purpose other than making payments in respect of
Junior Expenses and Permitted Development costs and to prepay any amounts due under the
Commercial Mortgage Loan Agreement in accordance with subparagraphs (a)(vi), (vii) and (viii) of the
sub-section entitled ‘‘Prepayment of the Commercial Mortgage Loans’’ (see ‘‘Summary of the Principal
Documents – Commercial Mortgage Loan’’).
Cash Trap Account
If, on a Loan Calculation Date in respect of a Loan Interest Payment Date, either the Historical ICR or
the Projected ICR (or both) in respect of a Borrower Group is below 1.3:1 in respect of a Loan
Calculation Date during the First Reference Period, or below 2.0:1 in respect of a Loan Calculation Date
during the Second Reference Period, or the LTV Ratio is greater than 70 per cent. in respect of a Loan
Calculation Date during the Second Reference Period, each of the Borrowers in that Borrower Group will
be required in accordance with (j) of the Obligor Pre-Enforcement Priority of Payments to deposit all
sums then standing to the credit of the Borrower Transaction Account of each such Borrower (after
deducting amounts necessary to pay items (a) to (i) of the Obligor Pre-Enforcement Priority of Payments)
into the Cash Trap Account of each such Borrower on such Loan Interest Payment Date (a ‘‘Cash Trap
Deposit’’), provided that if, in respect of a Loan Calculation Date during the Second Reference Period,
if the LTV Ratio is greater than 70 per cent. but both the Historical ICR and the Projected ICR are
greater than 2.0:1, the amount required to be deposited into the Cash Trap Account shall be limited to
the amount required to bring the LTV Ratio, once the deposit has been made, to a level less than 70 per
cent.
If a Borrower would be required on a Loan Interest Payment Date to make a Cash Trap Deposit in
accordance with the preceding paragraph, and Cash Trap Deposits have already been made on each of the
three preceding Loan Interest Payment Dates and, on the relevant Loan Calculation Date in respect of
that Loan Interest Payment Date, either the Historical ICR or the Projected ICR (or both) in respect of
a Borrower Group is below 1.3:1, each of the Borrowers in that Borrower Group will no longer be
required to deposit any sums into the Cash Trap Account of each such Borrower, but instead all sums then
standing to the credit of the Cash Trap Account of each such Borrower, together with all sums then
standing to the credit of the Borrower Transaction Account of each such Borrower (after deducting
amounts necessary to pay items (a) to (i) of the Obligor Pre-Enforcement Priority of payments) shall be
allocated in prepayment under the relevant Commercial Mortgage Loan on the relevant Loan Interest
Payment Date.
If, on the relevant Loan Calculation Date in respect of a subsequent Loan Interest Payment Date, both
the Historical ICR and the Projected ICR in respect of a Borrower Group are equal to or greater than
1.5:1 and were equal to or greater than 1.5:1 on each of the four immediately preceding Loan Calculation
Dates and no Event of Default is then outstanding, all amounts then standing to the credit of the Cash
Trap Account of each such Borrower will be transferred to the relevant Borrower Transaction Account
of each such Borrower on such Loan Interest Payment Date. Where such Loan Calculation Date falls in
the Second Reference Period, all amounts standing to the credit of the Cash Trap Account of each
relevant Borrower will be retained in that Cash Trap Account.
Amounts standing to the credit of each Cash Trap Account will not be taken into account in calculating
the Historical ICR or Projected ICR.
Finance Lease Reserve Account
Each of Proudreed France SARL, PPP SCI, IDB Immobilier SAS and Beaulieu Properties SCI only shall
open in their name a Finance Lease Reserve Account.
As at the Closing Date and on any Loan Interest Payment Date, as applicable, each relevant Borrower
shall ensure that monies standing to the credit of its Finance Lease Reserve Account are at least equal
to an estimate of the amounts payable under the Finance Leases entered into by such Borrower and to
be paid during the Reference Period starting on such Loan Interest Payment Date (the Finance Lease
Reserve), by debiting its Borrower Transaction Account in accordance with the applicable Obligor Priority
of Payments.
Pursuant to each Commercial Mortgage Loan Agreement, a Finance Lease Reserve Account may only
be debited on each Loan Interest Payment Date in order to adjust the amount of the Finance Lease
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