FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(j) tenth, 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 (g) of the definition of On-going Facility Fee;
(k) eleventh, in or towards satisfaction of any amounts for which the Borrower is required to account to
a French tax authority (including any VAT); and
(l) twelfth, as applicable, toward payment of any amounts payable under its joint and several (solidaire)
undertaking in respect of another Borrower under the Commercial Mortgage Loan.
Any amount standing to the credit of the Borrower Transaction Account following the payments and
provisions described above may be transferred by the relevant Borrower into its Borrower Junior
Expenses Account.
3. Monies available to the Issuer
Prior to a Note Enforcement Notice being served, the Management Company will determine the monies
which the Issuer has available to it to enable it to perform its obligations under or in respect of the Notes
on each Interest Payment Date which will comprise:
(a) monies received by the Issuer from the Borrowers under the Commercial Mortgage Loan
Agreements;
(b) money received from the Hedging Providers under the Hedging Agreement;
(c) the earnings and proceeds from the making of Eligible Investments; and
(d) all other amounts standing to the credit of the Issuer Transaction Account.
The Management Company will also determine the extent of any Liquidity Shortfall (to which extent it
will provide a notice of drawdown to the Liquidity Facility Provider pursuant to the Liquidity Facility
Agreement).
Issuer Accounts
As at the Closing Date, the Custodian acting on behalf of the Issuer will have established the Issuer
Transaction Account, the Mortgage Reserve Accounts and the Liquidity Facility Standby Account to be
managed by the Cash Manager pursuant to the Issuer Account Bank and Cash Management Agreement.
The Issuer Accounts will be held with the Issuer Account Bank.
The description of the operation of the Issuer Transaction Account in this section will only apply prior to
the issuance of Note Enforcement Notice and any amounts standing to the credit of the Liquidity Facility
Standby Account will not be available to the Issuer Creditors generally (but only as security in respect of
the obligations to the Liquidity Facility Provider) and will be repaid to the Liquidity Facility Provider (as
described in ‘‘The Liquidity Facility’’ below).
Pursuant to the Issuer Account Bank and Cash Management Agreement, any amounts held in the Issuer
Transaction Account may be invested from time to time in Eligible Investments by the Cash Manager (or
any delegate thereof) on behalf of the Issuer.
Mortgage Reserve Account
To expedite the registration of unregistered (formalisé non-inscrit) Additional Mortgages, the Borrowers
will be obliged on the Closing Date to fund a mortgage reserve in the form of cash pledged to the Issuer
in the amount necessary to effect the registration of the unregistered Additional Mortgages.
Pursuant to the Issuer Account Bank and Cash Management Agreement, monies standing to the credit
of the Mortgage Reserve Accounts shall be applied towards payment of registration costs of the
unregistered Additional Mortgages in circumstances where the relevant Borrowers, having become
obliged to pay such costs, have failed to do so. The monies standing to the credit of the Mortgage Reserve
Accounts may also be applied toward payment of the relevant Borrowers’ obligations under the
Commercial Mortgage Loan Agreement. The monies standing to the credit of the Mortgage Reserve
Accounts will be returned to the relevant Borrowers on the Final Maturity Date provided that all amounts
owing under the relevant Commercial Mortgage Loan Agreement have been paid in full.
Issuer Pre Enforcement Priority of Payments
Prior to service of a Note Enforcement Notice, amounts standing to the credit of the Issuer Transaction
Account other than any amounts credited to the ‘‘swap collateral ledger’’ of the Issuer Transaction
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