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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If, on the Final Maturity Date (or on any earlier redemption of the relevant Class of Notes in<br />
full), there remains any such shortfall, the amount of such shortfall will become due and<br />
payable on the Final Maturity Date (or, in the case of any earlier redemption of the relevant<br />
Class of Notes in full, on the date of such earlier redemption).<br />
5. REDEMPTION, PURCHASE AND CANCELLATION<br />
Final Redemption<br />
(a) Unless previously redeemed in full and cancelled, the Notes will be redeemed at their Principal<br />
Amount Outstanding on the Final Maturity Date together with interest and other amounts (if<br />
any) accrued to the Final Maturity Date. The Class A Notes will be redeemed in full in priority<br />
to the Class B Notes, the Class B Notes will be redeemed in full in priority to the Class C Notes<br />
and the Class C Notes will be redeemed in full in priority to the Class D Notes and the Class<br />
D Notes will be redeemed in full in priority to the Class E Notes.<br />
Mandatory Redemption following prepayment or repayment of a Commercial Mortgage Loan<br />
(b) If a Borrower prepays or repays its Commercial Mortgage Loan, for whatever reason, the<br />
Management Company shall, upon giving not more than 60 days nor less than 30 days’ (in the<br />
case of a voluntary prepayment) or three Business Days’ (in the case of a mandatory<br />
prepayment) notice of redemption to the Principal Paying Agent, each Noteholder<br />
Representative and the Noteholders in accordance with Condition 13 (Notices and Information),<br />
redeem all Classes of Notes where both Commercial Mortgage Loans have been prepaid or<br />
repaid in full (or, if only one Commercial Mortgage Loan has been repaid in full or one or<br />
more Commercial Mortgage Loans have been prepaid or repaid only in part, each Class of<br />
Note in accordance with the applicable Issuer Priority of Payments to the extent of the amount<br />
repaid or prepaid on the Interest Payment Date) at the respective Principal Amount<br />
Outstanding of the relevant classes, together with interest and other amounts accrued to that<br />
Interest Payment Date.<br />
Mandatory Redemption on the Issuer Liquidation Date<br />
(c) If liquidation proceedings in respect of the Issuer are initiated in accordance with the<br />
provisions of the Issuer Regulations the Management Company shall redeem all Classes of<br />
Notes at their respective Principal Amounts Outstanding as of the Issuer Liquidation Date,<br />
together with interest and other amounts accrued to the Issuer Liquidation Date, subject to<br />
and in accordance with the relevant Issuer Priority of Payments.<br />
Optional Redemption for Tax Reasons<br />
(d) If the Issuer at any time satisfies each Noteholder Representative immediately prior to the<br />
giving of the notice referred to below that a Tax Event has occurred, then the Issuer may<br />
redeem all, but not some only, of the Notes on the Interest Payment Date specified in the<br />
notice referred to in sub-paragraph (A) below at their Principal Amount Outstanding together<br />
with interest and other amounts (if any) accrued to that Interest Payment Date, provided that:<br />
(A) the Management Company has given not more than 60 nor less than 30 days’ notice of<br />
redemption to each Noteholder Representative and the Noteholders in accordance with<br />
Condition 13 (Notices and Information); and<br />
(B) the Management Company has delivered to each Noteholder Representative prior to the<br />
giving of the notice referred to in sub-paragraph (A) a certificate to the effect that it will have<br />
available, not subject to the interest of any other person, the funds required to discharge the<br />
amount payable to Noteholders on redemption of the Notes together with any amounts<br />
required under the Issuer Pre-Enforcement Priority of Payments to be paid in priority to, or<br />
pari passu with, the Notes.<br />
The occurrence of any of the following events shall be a ‘‘Tax Event’’:<br />
(i) by reason of a change in the Tax law (or the application or official interpretation thereof),<br />
which change becomes effective on or after the Closing Date, the Issuer would be<br />
required to deduct or withhold from any payment of principal or interest on the Notes<br />
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