FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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) will be applied by the Management Company on behalf of the Issuer in accordance
with the following Issuer Pre-Enforcement Priority of Payments on each Interest Payment Date, 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, 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;
(b) second, 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 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 (a) to (q) (inclusive);
(2) 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;
(3) any amounts payable by the Issuer in respect of any Fees and Expenses of the Issuer
Account Bank and the Cash Manager, respectively, under the Issuer Account Bank and
Cash Management Agreement; and
(4) any amounts payable by the Issuer in respect of any Fees and Expenses of the FCC
Servicers under the Receivables Transfer and Servicing Agreement;
(ii) any amounts payable by the Issuer to the Rating Agencies in respect of any Fees and Expenses
and the Irish Stock Exchange in respect of any fees that, in each case, they may reasonably incur
on an ongoing basis in connection with the rating or listing of the Notes, as the case may be; and
(iii) any amounts payable to the Liquidity Facility Provider under the Liquidity Facility Agreement
(including, for the avoidance of doubt, following any Liquidity Facility Standby Drawing) other
than the Liquidity Subordinated Amounts;
(c) third, in or towards satisfaction of any amounts payable to the Hedging Providers under the Hedging
Agreements including Hedging Termination Payments in respect of the Hedging Agreement but
excluding any Hedging Subordinated Amounts;
(d) fourth, 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;
(e) fifth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of any interest payable in respect of the Class B Notes;
(f) sixth, 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;
(g) 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 D
Notes;
(h) eighth, 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 E
Notes;
(i) ninth, 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;
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