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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Account following the occurrence of a Hedging Downgrade Event in respect of that Hedging Provider<br />
(which are to be applied in returning collateral to, or in satisfaction of amounts owing by, the relevant<br />
Hedging Provider in accordance with the relevant Hedging Agreement and the relevant Hedging Credit<br />
Support Document) will be applied by the Management Company on behalf of the Issuer in accordance<br />
with the following Issuer Pre-Enforcement Priority of Payments on each Interest Payment Date, in each<br />
case only to the extent that preceding items have been paid in full and the relevant payment does not<br />
cause the Issuer Transaction Account to become overdrawn:<br />
(a) first, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in<br />
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 with<br />
any Meetings of the Noteholders, and to the auditors of the Issuer, in each case under the provisions<br />
of the Issuer Regulations or the other Transaction Documents as applicable;<br />
(b) second, in or towards satisfaction, pro rata and pari passu according to the respective amounts due<br />
in respect of:<br />
(i) any amounts payable by the Issuer in respect of the Issuer’s operating expenses incurred in the<br />
course of the Issuer’s business (other than as provided elsewhere in this priority of payments)<br />
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 provided<br />
for in items (a) to (q) (inclusive);<br />
(2) any amounts payable by the Issuer in respect of any Fees and Expenses of the Paying<br />
Agents incurred under the provisions of the Paying Agency Agreement;<br />
(3) any amounts payable by the Issuer in respect of any Fees and Expenses of the Issuer<br />
Account Bank and the Cash Manager, respectively, under the Issuer Account Bank and<br />
Cash Management Agreement; and<br />
(4) any amounts payable by the Issuer in respect of any Fees and Expenses of the <strong>FCC</strong><br />
Servicers under the Receivables Transfer and Servicing Agreement;<br />
(ii) any amounts payable by the Issuer to the Rating Agencies in respect of any Fees and Expenses<br />
and the Irish Stock Exchange in respect of any fees that, in each case, they may reasonably incur<br />
on an ongoing basis in connection with the rating or listing of the Notes, as the case may be; and<br />
(iii) any amounts payable to the Liquidity Facility Provider under the Liquidity Facility Agreement<br />
(including, for the avoidance of doubt, following any Liquidity Facility Standby Drawing) other<br />
than the Liquidity Subordinated Amounts;<br />
(c) third, in or towards satisfaction of any amounts payable to the Hedging Providers under the Hedging<br />
Agreements including Hedging Termination Payments in respect of the Hedging Agreement but<br />
excluding any Hedging Subordinated Amounts;<br />
(d) fourth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in<br />
respect of any interest payable (including any deferred interest payable, such interest having been<br />
deferred upon allocation of a Principal Loss) in respect of the Class A Notes;<br />
(e) fifth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in<br />
respect of any interest payable in respect of the Class B Notes;<br />
(f) sixth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in<br />
respect of any interest payable (including any deferred interest payable) in respect of the Class C<br />
Notes;<br />
(g) seventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts due<br />
in respect of any interest payable (including any deferred interest payable) in respect of the Class D<br />
Notes;<br />
(h) eighth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in<br />
respect of any interest payable (including any deferred interest payable) in respect of the Class E<br />
Notes;<br />
(i) ninth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in<br />
respect of any principal payable in respect of the Class A Notes;<br />
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