FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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