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 any principal payable in respect of the Class B Notes;
(k) eleventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts due
in respect of any principal payable in respect of the Class C Notes;
(l) twelfth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of any principal payable in respect of the Class D Notes;
(m) thirteenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due
in respect of any principal payable in respect of the Class E Notes;
(n) fourteenth, in or towards satisfaction of any amounts payable to the Liquidity Facility Provider under
the Liquidity Facility Agreement in respect of Liquidity Subordinated Amounts;
(o) fifteenth, in or towards satisfaction of any amounts payable in respect of amounts due to the Hedging
Providers under the Hedging Agreements in respect of Hedging Subordinated Amounts;
(p) sixteenth, in or towards satisfaction of any amounts due to the Borrowers under the Commercial
Mortgage Loan Agreements; and
(q) seventeenth, on the Issuer Liquidation Date only, in or towards repayment of the Units, and in or
towards payment of the liquidation surplus (if any), in each case to the Unitholders.
Issuer Post-Enforcement Priority of Payments
All monies received by the Issuer following the delivery of a Note Enforcement Notice, other than (i)
amounts standing to the credit of the Liquidity Standby Facility Account (which are to be paid directly
and only to the Liquidity Facility Provider) and (ii) any amounts standing to the credit of the ‘‘swap
collateral ledger’’ of the Issuer Transaction Account representing amounts attributable to assets
transferred as collateral by a Hedging Provider following the occurrence of a Hedging Downgrade Event
in respect of that Hedging Provider (which are to be applied only in returning collateral to, or in
satisfaction of amounts owing by, the relevant Hedging Provider in accordance with the relevant Hedging
Agreement and the relevant Hedging Credit Support Document) will be applied in accordance with the
Issuer Post-Enforcement Priority of Payments, in each case only to the extent that preceding items have
been paid in full and the relevant payment does not cause the Issuer Transaction Account to become
overdrawn:
(a) first, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof,
of any amounts payable by the Issuer in respect of any Fees and Expenses of the FCC Servicers in
accordance with the Receivables Transfer and Servicing Agreement;
(b) second, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof,
of the amounts due in respect of any Fees and Expenses payable to the Management Company, the
Custodian, any Noteholder Representative and their respective appointees (if any), and/or in
connection with any Meeting of the Noteholders and the auditors of the Issuer appointed under the
provisions of the Issuer Regulations, and any other amounts payable to any of them under any of the
other Transaction Documents, together with interest thereon as provided for therein;
(c) third, in or towards satisfaction, pro rata and pari passu, according to the respective amounts due in
respect of:
(i) any amounts payable by the Issuer in respect of any Fees and Expenses of the Paying Agents
incurred under the provisions of the Paying Agency Agreement; and
(ii) any amounts payable by the Issuer in respect of any Fees and Expenses of the Issuer Account
Bank and the Cash Manager under the Issuer Account Bank and Cash Management Agreement;
and
(iii) any amounts payable by the Issuer in respect of any Fees and Expenses of any third parties in
respect of the establishment, maintenance and good standing of the Issuer or otherwise payable
for the ongoing existence or maintenance of its business; and
(iv) any amounts payable to the Liquidity Facility Provider under the Liquidity Facility Agreement
other than the Liquidity Subordinated Amounts;
(d) fourth, in or towards satisfaction of any amounts payable to the Hedging Providers under the
Hedging Agreements including Hedging Termination Payments but excluding any Hedging Subordinated
Amounts;
91