FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
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(ii) if there are no Class A Notes outstanding, between the interests of (A) the Class B<br />
Noteholders and (B) the other Noteholders, the Management Company shall, to the extent<br />
permitted by applicable law, have regard only to the interests of the Class B Noteholders,<br />
(iii) if there are no Class A Notes or Class B Notes outstanding, between the interests of (A) the<br />
Class C Noteholders and (B) the Class D Noteholders, the Management Company shall, to the<br />
extent permitted by applicable law, have regard only to the interests of the Class C<br />
Noteholders,<br />
(iv) if there are no Class A Notes, Class B Notes or Class C Notes outstanding, between the<br />
interests of (A) the Class D Noteholders and (B) the Class E Noteholders, the Management<br />
Company shall, to the extent permitted by applicable law, have regard only to the interests of<br />
the Class E Noteholders,<br />
provided that in relation to any amendment or waiver of any provision of the Issuer Regulations<br />
(including these Conditions) the Management Company shall have regard to the interests of the<br />
Noteholders as a whole irrespective of any conflict between the interests of the different Classes of<br />
Noteholders.<br />
(f) The Management Company or any Noteholder Representative in considering whether any<br />
event or any action taken or to be taken is materially prejudicial to the interests of any Class<br />
of Noteholders (the ‘‘No Material Prejudice Test’’) shall be entitled to take into account<br />
whether or not the Ratings Test has been satisfied; provided that the Management Company<br />
and each Noteholder Representative shall continue to be responsible for taking into account<br />
all other matters which would be relevant to the No Material Prejudice Test.<br />
(g) The Management Company or the relevant Noteholder Representative may, in its absolute<br />
discretion, at any time and without prejudice to Conditions 3(d) (Status and Priority – Status<br />
and Relationship between the Notes), or 11 (The Masse and the Noteholder Representative), and<br />
having regard to the particular circumstances then applicable, convene a Meeting or Meetings<br />
of the Noteholders or of a specific Class or Classes of Noteholders.<br />
Priority of Payments Prior to Enforcement<br />
(h) Prior to the delivery of a Note Enforcement Noticein accordance with Condition 9 (Note<br />
Events of Default), the Management Company shall on each Interest Payment Date instruct<br />
the Cash Manager to make payments from amounts standing to the credit of the Issuer<br />
Transaction Account other than any amounts credited to the ‘‘swap collateral ledger’’ of the<br />
Issuer Transaction Account following the occurrence of a Hedging Downgrade Event in<br />
respect of that Hedging Provider (which are to be applied in returning collateral to, or in<br />
satisfaction of amounts owing by, the relevant Hedging Provider in accordance with the<br />
relevant Hedging Agreement and the relevant Hedging Credit Support Document), to be<br />
applied in paying or providing for the payment of the following amounts (in each case,<br />
together with any interest and any VAT thereon, as provided for in the relevant Transaction<br />
Documents) in the following order of priority (the ‘‘Issuer Pre-Enforcement Priority of<br />
Payments’’) (in each case only if and to the extent that payments or provisions of a higher<br />
order of priority have been made in full), in accordance with and as more fully set out in the<br />
Issuer Regulations:<br />
(i) first, in or towards satisfaction, pro rata and pari passu according to the respective amounts due<br />
in respect of any Fees and Expenses payable to the Management Company, the Custodian, any<br />
Noteholder Representative and their respective appointees, respectively, and/or in connection<br />
with any Meetings of the Noteholders, and to the auditors of the Issuer, in each case under the<br />
provisions of the Issuer Regulations or the other Transaction Documents as applicable;<br />
(ii) second, in or towards satisfaction, pro rata and pari passu according to the respective amounts<br />
due in respect of:<br />
(A) any amounts payable by the Issuer in respect of the Issuer’s operating expenses incurred<br />
in the course of the Issuer’s business (other than as provided elsewhere in this priority of<br />
payments) that have become due and payable, including:<br />
(1) any amounts payable by the Issuer to third parties in respect of the establishment,<br />
maintenance and good standing of the Issuer or otherwise payable for the on going<br />
existence or maintenance of its business and which are not otherwise specified or<br />
provided for in items (i) to (xvii) (inclusive);<br />
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