FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Priority of Payments Following Enforcement
(i) Following the delivery of a Note Enforcement Notice in accordance with Condition 9 (Note
Events of Default), 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 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 Post-Enforcement Priority of
Payments’’) (and in each case only if and to the extent that payments 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, 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;
(ii) 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;
(iii) third, 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 any Fees and Expenses of the Paying
Agents incurred under the provisions of the Paying Agency Agreement; and
(B) 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
(C) any amounts payable by the Issuer in respect of any Fees and Expenses of any third
parties; and
(D) any amounts payable to the Liquidity Facility Provider under the Liquidity Facility
Agreement other than the Liquidity Subordinated Amounts;
(iv) 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;
(v) fifth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable, such interest
having been deferred upon allocation of a Principal Loss) in respect of the Class A Notes;
(vi) sixth, 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 A Notes;
(vii) seventh, in or towards satisfaction, pro rata and pari passu according to the respective
amounts due in respect of any interest payable (including any deferred interest payable) in
respect of the Class B Notes;
(viii) eighth, 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;
(ix) ninth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable) in respect of
the Class C Notes;
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