FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(although the Issuer will not have any obligation to pay additional amounts in respect of
such withholding or deduction) any amount for or on account of any Taxes imposed,
levied, collected, withheld or assessed by any French Tax Authority (other than by reason
of the relevant Noteholder having some connection with France in addition to the
holding of the Notes);
(ii) 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 or any Hedging
Provider (or any other Hedging Provider with which the Issuer may enter into a Hedging
Agreement) would be required to deduct or withhold from any payments in respect of a
Hedging Agreement or such other Hedging Agreement (whether or not the Issuer or the
relevant Hedging Provider has an obligation to pay additional amounts in respect of such
withholding or deduction) any amount for or on account of any Taxes imposed, levied,
collected, withheld or assessed by any Tax Authority;
(iii) by reason of a change of tax law (or the application or official interpretation thereof),
which change becomes effective on or after the Closing Date, the amounts payable to the
Issuer in respect of principal, interest or other sums payable under the Commercial
Mortgage Loan Agreements cease to be receivable in full on the dates on which they are
due to be paid unless adequately compensated for by gross-up provisions in such
Commercial Mortgage Loan Agreement; or
(iv) the Issuer, by reason of a change in or expiry of Tax law (or in the application or official
interpretation of any Tax law), would be subject to any Tax.
Optional Redemption
(e) (i) on giving not more than 60 nor less than 30 days prior notice to the relevant Noteholder
Representative and to the relevant Class of Noteholders in accordance with Condition 13
(Notices and Information) and provided that (A) on the Interest Payment Date on which
such notice expires, no Note Enforcement Notice has been served and (B) the
Management Company has, prior to giving such notice, certified to the relevant
Noteholder Representative and provided evidence acceptable to the relevant Noteholder
Representative to the effect that it will have the necessary funds to discharge any
amounts required under the Issuer Regulations to be paid on such Interest Payment
Date, the Issuer may redeem all of the Most Senior Class of Notes (and all of the Notes
of any other Class which would otherwise be the Most Senior Class of Notes) on any
Interest Payment Date. The aggregate payment to be made in respect of the Notes to be
redeemed is hereafter referred to as the ‘‘Redemption Amount’’.
(ii) the Issuer shall, on exercise of its option to redeem pursuant to Condition 5(e)(i), redeem
the Notes of that Class pro rata.
(iii) the Redemption Amount in respect of any Notes redeemed pursuant to Condition 5(e)(i)
will be an amount equal to the Principal Amount Outstanding of the relevant Notes
together with accrued but unpaid interest on the Principal Amount Outstanding of the
relevant Notes up to and including the date of redemption.
Note Principal Payments, Principal Amount Outstanding, Adjusted Principal Amount Outstanding and
Pool Factor
(f) If as a result of the application of the proceeds of any repayment or prepayment of a
Commercial Mortgage Loan pursuant to Condition 5(b) (Redemption, Purchase and
Cancellation – Mandatory Redemption) in accordance with the Issuer Pre-Enforcement
Priority of Payments any amount is to be applied to redeem the Notes, each Note of each Class
will be redeemed in an amount (the ‘‘Note Principal Payment’’) equal to the lesser of (i) the
funds remaining credited to the Issuer Transaction Account and available for payment of
principal in respect of that Class and (ii) the aggregate Principal Amount Outstanding in
respect of that Class, divided by the number of Notes of that Class and rounded down to the
nearest euro.
If any Principal Loss occurs, on the next Reporting Date such Principal Loss will be allocated to a
particular Class of Notes (and pro rata to the Notes within that Class), in each case rounded down
to the nearest euro, as follows:
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