FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(g) seventh, in or towards satisfaction of all amounts of interest due and payable to the Issuer in respect
of the Commercial Mortgage Loan together with, if applicable, the amounts payable by the relevant
Borrower to the Issuer by way of indemnity if the Commercial Mortgage Loan is repayed in full prior
to the date on which the Notes are redeemed in full;
(h) eighth, in or towards satisfaction, of any mandatory prepayment or voluntary prepayment to be made
by it under the relevant Commercial Mortgage Loan (to the extent not paid out of funds standing to
the credit of the Borrower Junior Expenses Account);
(i) ninth, pro rata and pari passu to their respective amounts, in retention on the Borrower Transaction
Account of (i) a provision for Expected Operating Costs in respect of the Reference Period
commencing on that Loan Interest Payment Date, including amounts payable to the Property
Manager in respect of fees and other amounts pursuant to the Property Management Agreement,
and, as the case may be, to pay any amount payable by the Borrower on that Loan Interest Payment
Date in respect of Operating Costs and (ii) a provision for any amounts to be paid by the Borrower
in respect of French corporation tax and any amounts for which the Borrower is required to account
to a French tax authority (including any VAT), in each case in respect of the Reference Period
commencing on that Loan Interest Payment Date;
(j) tenth, if, on the immediately preceding Loan Calculation Date,
(i) either the Historical ICR or the Projected ICR in respect of the relevant Borrower Group is less
than 1.3:1 in respect of a Loan Calculation Date during the First Reference Period, or 2.0:1 in
respect of a Loan Calculation Date occuring during the Second Reference Period (and in this
latter case, irrespective of whether the LTV Ratio is greater or less than 70 per cent.), all
remaining sums standing to the credit of the Borrower Transaction Account are to be deposited
into the Cash Trap Account of the relevant Borrower; or
(ii) in respect of a Loan Calculation Date during the Second Reference Period, both the Historical
ICR and the Projected ICR in respect of the relevant Borrower Group are greater than 2.0:1 and
the LTV Ratio is higher than 70 per cent., all remaining sums standing to the credit of the
relevant Borrower Transaction Account are:
(1) to be deposited into the Cash Trap Account of the relevant Borrower to the extent required
to bring the LTV Ratio, once the deposit has been made, to a level less than 70 per cent.;
and, in respect as to the balance,
(2) to be applied toward payment of the following amounts:
(aa) first, any amounts due and payable by the relevant Borrower to the Issuer by way of
On-going Facility Fee under the relevant Commercial Mortgage Loan Agreement in respect
of amounts described in sub-paragraph (f) of the definition of On-going Facility Fee; and
(bb) second, any amounts due and payable by the Borrower to the Issuer by way of
On-going Facility Fee under the Commercial Mortgage Loan Agreement in respect of
amounts described in sub-paragraph (g) of the definition of On-going Facility Fee; and
(iii) the Historical ICR and the Projected ICR in respect of the relevant Borrower Group are greater
than 1.3:1 in respect of a Loan Calculation Date during the First Reference Period, or both are
higher than 2.0:1 during the Second Reference Period (provided further that in this latter case,
the LTV Ratio is less than 70 per cent.), all remaining sums standing to the credit of the relevant
Borrower Transaction Account are to be applied toward payment of the following amounts:
(aa) first, any amounts due and payable by the relevant Borrower to the Issuer by way of
On-going Facility Fee under the relevant Commercial Mortgage Loan Agreement in respect
of amounts described in sub-paragraph (f) of the definition of On-going Facility Fee; and
(bb) second, any amounts due and payable by the Borrower to the Issuer by way of
On-going Facility Fee under the Commercial Mortgage Loan Agreement in respect of
amounts described in sub-paragraph (g) of the definition of On-going Facility Fee;
(k) eleventh, as applicable, toward payment of any amounts payable under its joint and several (solidaire)
undertaking in respect of another Borrower in the same Borrower Group under the relevant
Commercial Mortgage Loan.
Provided that no Loan Event of Default or Potential Loan Event of Default has occurred and is
continuing, any amount standing to the credit of the relevant Borrower Transaction Account following the
payments and provisions described above may be transferred by the relevant Borrower into its Borrower
Junior Expenses Account.
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