FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Reserve. Furthermore, in the event that, on any Loan Interest Payment Date, the amounts standing to the
credit of the Borrower Transaction Account prove insufficient to pay all amounts set out in the relevant
Obligor Priority of Payments, the relevant Borrower shall be entitled to transfer the relevant amounts
standing to the credit of the Finance Lease Reserve Account for transfer into the Borrower Transaction
Account.
2. Obligor Priorities of Payments
Obligor Pre-Enforcement Priority of Payments
Prior to the serving of a Loan Enforcement Notice, on each Loan Interest Payment Date, monies then
standing to the credit of the relevant Borrower Transaction Account shall be applied by each Borrower
in accordance with the following Obligor Pre-Enforcement Priority of Payments, in each case only to the
extent that preceding items have been paid in full:
(a) first, in making provision for an amount equal to the Finance Lease Reserve for the Reference Period
commencing on that Loan Interest Payment Date to be retained on the Borrower Transaction
Account and, if applicable, in or towards satisfaction of any rents under the Finance Leases and, if
applicable, in or towards transfer to the Finance Lease Reserve Account of all amounts required in
order that, once such transfer is made, the amount standing to the Credit of the Finance Lease
Reserve Account shall be at least equal to the Finance Lease Reserve in respect of the Reference
Period starting on such Interest Payment Date;
(b) second, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of:
(i) any amounts to be paid or provided for by the Borrower in respect of French corporation tax or
taxes of an equivalent nature;
(ii) any amounts for which the Borrower is required to account to a French tax authority (including
any VAT);
(c) third, in or towards satisfaction of the relevant Borrower’s share of amounts described in subparagraphs
(a) and (b)(i) of the definition of On-going Facility Fee, after deducting from such
On-going Facility Fee an amount equal to the interest allocated to that Borrower which is standing
to the credit of the Issuer Transaction Account and the relevant Mortgage Reserve Account on the
relevant Loan Interest Payment Date;
(d) fourth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of:
(i) the relevant Borrower’s share of any amounts payable to the Issuer by way of On-going Facility
Fee under the Commercial Mortgage Loan Agreement in respect of amounts described in
sub-paragraphs (b)(ii), (iii), (iv) and (v) and sub-paragraphs (c), (d) and (h) of the definition of
On-going Facility Fee, after deducting from such On-going Facility Fee an amount equal to the
interest allocated to that Borrower which is standing to the credit of the Issuer Transaction
Account and the relevant Mortgage Reserve Account on the relevant Loan Interest Payment
Date, to the extent not already deducted in respect of item (c) above;
(ii) the relevant Borrower’s share of any fees or charges payable to the Borrowers Account Bank;
(iii) the relevant Borrower’s share of any amounts payable by or on behalf of the Borrower to the
Approved Valuers in respect of any Valuation Report, as prepared from time to time in respect
of its Property Portfolio in accordance with the Commercial Mortgage Loan Agreement;
(e) fifth, in or towards satisfaction of any breakage costs payable by the Borrower to the Management
Company under any Transaction Document;
(f) sixth, in or towards satisfaction of the relevant Borrower’s share of any amount due and payable to
the Issuer by way of On-going Facility Fee under the relevant Commercial Mortgage Loan
Agreement in respect of the amount described in sub-paragraphs (e) and (i) of the definition of
On-going Facility Fee, after deducting from such On-going Facility Fee an amount equal to the
interest allocated to that Borrower which is standing to the credit of the Issuer Transaction Account
and the relevant Mortgage Reserve Account on the relevant Loan Interest Payment Date, to the
extent not already deducted in respect of items (c) and (d) above;
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