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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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(i) first, to the Class E Notes, until the Adjusted Principal Amount Outstanding of such Notes is<br />

zero;<br />

(ii) second, to the Class D Notes, until the Adjusted Principal Amount Outstanding of such Notes<br />

is zero;<br />

(iii) third, to the Class C Notes, until the Adjusted Principal Amount Outstanding of such Notes<br />

is zero;<br />

(iv) fourth, to the Class B Notes, until the Adjusted Principal Amount Outstanding of such Notes<br />

is zero;<br />

(v) fifth, to the Class A Notes, until the Adjusted Principal Amount Outstanding of such Notes is<br />

zero.<br />

With respect to each Class of Notes on (or as soon as practicable after) each Reporting Date<br />

immediately preceding an Interest Payment Date on which such a redemption will take place or such<br />

a Principal Loss will be allocated, the Management Company shall:<br />

(i) determine the amount of the Note Principal Payment (if any) due on the Interest Payment<br />

Date next following such Reporting Date in respect of each Note of that Class;<br />

(ii) determine the Principal Amount Outstanding of each Note of that Class after deducting the<br />

amount redeemable;<br />

(iii) determine the Adjusted Principal Amount Outstanding of each Note of the relevant Class to<br />

which a Principal Loss has been allocated; and<br />

(iv) determine the fraction expressed as a decimal to the sixth point (the ‘‘Pool Factor’’), of which<br />

the numerator is the Adjusted Principal Amount Outstanding of a Note of that Class referred<br />

to in sub-paragraph (iii) and the denominator is u100,000.<br />

The Management Company will cause each determination of a Note Principal Payment, Principal<br />

Amount Outstanding, Adjusted Principal Amount Outstanding and Pool Factor to be notified not<br />

less than three Business Days prior to the relevant Interest Payment Date to the Issuer, each<br />

Noteholder Representative, the Paying Agents and (for so long as the Notes are listed on the Irish<br />

Stock Exchange) the Irish Stock Exchange, and will cause notice of each such determination to be<br />

given in accordance with Condition 13 (Notices and Information) not less than three Business Days<br />

prior to the relevant Interest Payment Date.<br />

Notice of Redemption Irrevocable<br />

(g) A notice of redemption under Condition 5(d) (Redemption, Purchase and Cancellation –<br />

Optional Redemption for Tax Reasons), or Condition 5(f) (Redemption, Purchase and<br />

Cancellation – Note Principal Payments, Principal Amount Outstanding and Pool Factor) shall<br />

be irrevocable and the Issuer shall be bound to redeem the relevant Notes in accordance with<br />

these Conditions on the Interest Payment Date specified in the notice.<br />

Cancellation<br />

(h) All Notes redeemed in full under this Condition will be cancelled upon redemption and may<br />

not be resold or re-issued.<br />

No Purchase by Issuer<br />

(i) The Issuer will not be permitted to purchase any of the Notes.<br />

6. PAYMENTS<br />

Payments of Principal in respect of the Notes<br />

(a) Any payment of interest or principal in respect of a Note shall be paid outside the United<br />

States and its possessions in euro on the corresponding Interest Payment Date to the person<br />

in whose name such Note is registered in the registers of Euroclear France, Clearstream,<br />

Luxembourg, or Euroclear (together with Clearstream, Luxembourg and Euroclear France<br />

the ‘‘Relevant Clearing Systems’’). Any payment of principal and/or interest shall be made in<br />

accordance with the rules of the Relevant Clearing Systems.<br />

229

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