FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Obligor Post-Enforcement Priorities of Payments
Upon delivery of a Loan Enforcement Notice, all monies received into a Borrower’s Accounts together
with any gross sale proceeds derived from the sale of Secured Properties within the Borrower’s Property
Portfolio or otherwise from the enforcement of any of the Obligor Security will be applied by the FCC
Servicer, on behalf of the Management Company in accordance with the following Obligor Post-
Enforcement Priority of Payments, in each case only to the extent that the preceding items have been paid
in full:.
(a) first, on each Loan Interest Payment Date on or following the delivery of the Loan Enforcement
Notice 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 Loan Interest Payment Date;
(b) second, in or towards satisfaction of the relevant Borrower’s share of amounts described in
sub-paragraph (b)(iv) of the definition of On-going Facility Fee in relation to the enforcement of the
security granted in respect of the relevant Borrower’s Property Portfolio 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;
(c) third, in or towards satisfaction of any amounts 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-paragraphs (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, to the extent not already deducted in respect of item (b)
above;
(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) 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 items (b) and (c) above; and
(ii) the relevant Borrower’s share of any fees and charges payable to the Borrowers Account Bank;
(e) fifth, in or towards satisfaction of the relevant Borrower’s share of any breakage costs payable to the
Management Company under any Transaction Document;
(f) sixth, in or towards satisfaction of 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 (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 (b), (c) and (d) above;
(g) seventh, in or towards satisfaction, of interest due on the Commercial Mortgage Loan;
(h) eighth, in or towards satisfaction of principal due on the Commercial Mortgage Loan;
(i) ninth, in or towards satisfaction pro rata and pari passu, according to the respective amounts due in
respect of 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-paragraph (f) of the definition of On-going Facility Fee;
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