FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(ii) if there are no Class A Notes outstanding, between the interests of (A) the Class B
Noteholders and (B) the other Noteholders, the Management Company shall, to the extent
permitted by applicable law, have regard only to the interests of the Class B Noteholders,
(iii) if there are no Class A Notes or Class B Notes outstanding, between the interests of (A) the
Class C Noteholders and (B) the Class D Noteholders, the Management Company shall, to the
extent permitted by applicable law, have regard only to the interests of the Class C
Noteholders,
(iv) if there are no Class A Notes, Class B Notes or Class C Notes outstanding, between the
interests of (A) the Class D Noteholders and (B) the Class E Noteholders, the Management
Company shall, to the extent permitted by applicable law, have regard only to the interests of
the Class E Noteholders,
provided that in relation to any amendment or waiver of any provision of the Issuer Regulations
(including these Conditions) the Management Company shall have regard to the interests of the
Noteholders as a whole irrespective of any conflict between the interests of the different Classes of
Noteholders.
(f) The Management Company or any Noteholder Representative in considering whether any
event or any action taken or to be taken is materially prejudicial to the interests of any Class
of Noteholders (the ‘‘No Material Prejudice Test’’) shall be entitled to take into account
whether or not the Ratings Test has been satisfied; provided that the Management Company
and each Noteholder Representative shall continue to be responsible for taking into account
all other matters which would be relevant to the No Material Prejudice Test.
(g) The Management Company or the relevant Noteholder Representative may, in its absolute
discretion, at any time and without prejudice to Conditions 3(d) (Status and Priority – Status
and Relationship between the Notes), or 11 (The Masse and the Noteholder Representative), and
having regard to the particular circumstances then applicable, convene a Meeting or Meetings
of the Noteholders or of a specific Class or Classes of Noteholders.
Priority of Payments Prior to Enforcement
(h) Prior to the delivery of a Note Enforcement Noticein accordance with Condition 9 (Note
Events of Default), the Management Company shall on each Interest Payment Date instruct
the Cash Manager to make payments from amounts standing to the credit of the Issuer
Transaction Account other than any amounts credited to the ‘‘swap collateral ledger’’ of the
Issuer Transaction Account following the occurrence of a Hedging Downgrade Event in
respect of that Hedging Provider (which are to be applied 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), to be
applied in paying or providing for the payment of the following amounts (in each case,
together with any interest and any VAT thereon, as provided for in the relevant Transaction
Documents) in the following order of priority (the ‘‘Issuer Pre-Enforcement Priority of
Payments’’) (in each case only if and to the extent that payments or provisions of a higher
order of priority have been made in full), in accordance with and as more fully set out in the
Issuer Regulations:
(i) first, in or towards satisfaction, pro rata and pari passu according to the respective amounts due
in respect of any Fees and Expenses payable to the Management Company, the Custodian, any
Noteholder Representative and their respective appointees, respectively, and/or in connection
with any Meetings of the Noteholders, and to the auditors of the Issuer, in each case under the
provisions of the Issuer Regulations or the other Transaction Documents as applicable;
(ii) second, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of:
(A) any amounts payable by the Issuer in respect of the Issuer’s operating expenses incurred
in the course of the Issuer’s business (other than as provided elsewhere in this priority of
payments) that have become due and payable, including:
(1) any amounts payable by the Issuer to third parties in respect of the establishment,
maintenance and good standing of the Issuer or otherwise payable for the on going
existence or maintenance of its business and which are not otherwise specified or
provided for in items (i) to (xvii) (inclusive);
222