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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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(vi) ‘‘repay’’, ‘‘redeem’’ and ‘‘pay’’ shall each include both of the others and ‘‘repayable’’,<br />

‘‘repayment’’ and ‘‘repaid’’ and ‘‘redeemable’’, ‘‘redemption’’ and ‘‘redeemed’’ and ‘‘payable’’,<br />

‘‘payment’’ and ‘‘paid’’ shall be construed accordingly;<br />

(vii) ‘‘tax’’ or ‘‘Tax’’ means any present or future tax, levy, impost, duty, charge, fee, deduction or<br />

withholding of any nature whatsoever (including any penalty or interest payable in connection<br />

with any failure to pay or any delay in paying any of the same) imposed or levied at any time<br />

by any Tax Authority, and ‘‘taxes’’, ‘‘taxation’’, ‘‘taxable’’ and comparable expressions shall be<br />

construed accordingly;<br />

(viii) any ‘‘Transaction Party’’ includes its successors, transferees and assignees and, in the case of<br />

a Noteholder Representative, includes any additional or replacement representative appointed<br />

under these Conditions; and<br />

(ix) ‘‘VAT’’ shall be construed as a reference to value added tax or any other tax of a similar fiscal<br />

nature imposed by the laws of any jurisdiction.<br />

Headings and Clauses<br />

(c) The headings in these Conditions shall not affect their interpretation. References to Clauses,<br />

Schedules, Exhibits, paragraphs and Articles in any Transaction Document shall, unless its<br />

context otherwise requires, be construed as references to the Clauses of, Schedules to, Exhibits<br />

to, paragraphs, and Articles of, of such document.<br />

Singular and Plural<br />

(d) Unless the context otherwise requires:<br />

(i) words denoting the singular number only include the plural number also and vice versa;<br />

(ii) a defined term in the plural which refers to a number of different items or matters may be used<br />

in the singular or plural to refer to any (or any set) of those items or matters, as the context<br />

requires;<br />

(iii) words denoting one gender only include the other genders; and<br />

(iv) words denoting persons only include firms, corporations and other organised entities, whether<br />

separate legal entities or otherwise, and vice versa.<br />

Agreements and Statutes<br />

(e) Unless the context otherwise requires, any reference in these Conditions to:<br />

(i) the Issuer Regulations, the Paying Agency Agreement, any other Transaction Document or<br />

any other agreement, deed or document shall be construed as a reference to the relevant<br />

agreement, deed or document as the same may have been, or may from time to time be,<br />

replaced, extended, amended, varied, novated, supplemented or superseded in accordance<br />

with its terms and includes any agreement, deed or other document expressed to be<br />

supplemental to it, as from time to time so extended, amended, varied or novated; and<br />

(ii) any statutory provision or legislative enactment shall be deemed also to refer to any<br />

re-enactment, modification or replacement thereof and any statutory instrument, order or<br />

regulation made thereunder or under any such re-enactment.<br />

Different Capacities<br />

(f) Where any Transaction Party from time to time acts in more than one capacity hereunder, the<br />

provisions of these Conditions shall apply to such Transaction Party as though it were a<br />

separate party in each such capacity except insofar as they may require such party in one<br />

capacity to give any notice or information to itself in another capacity.<br />

2. FORM, DENOMINATION AND TITLE<br />

Denominations<br />

(a) The Notes will be issued in minimum denominations of u100,000 each.<br />

220

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