FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Interest on the Notes will accrue at an annual rate of EURIBOR for three-month euro deposits, plus a
margin of 0.23 per cent. per annum (in the case of the Class A Notes), 0.29 per cent. per annum (in the
case of the Class B Notes), 0.33 per cent. per annum (in the case of the Class C Notes), 0.52 per cent. per
annum (in the case of the Class D Notes) and 0.75 per cent. per annum (in the case of the Class E Notes).
In the case of the first Interest Period only, each Class of Notes will bear interest at the rate obtained by
linear interpolation of the rate for three month and four month euro deposits in the market plus the
margin applicable to the relevant Class of Notes as described above.
The Noteholders will be entitled to receive payment of interest on their respective Notes on each Interest
Payment Date as provided in the Conditions and provided that such amounts are paid after payment of
any liabilities ranking in priority thereto in accordance with the Issuer Pre-Enforcement Priority of
Payments or Issuer Post-Enforcement Priority of Payments, as applicable (see further the section entitled
‘‘Resources Available to the Borrowers and the Issuer’’ below). All interest shall be paid outside the United
States and its possessions.
A failure by the Issuer to make quarterly payments of amounts of interest due under any Class of Notes
will constitute a default under the Notes unless such interest arises on the portion of that Class of Notes
to which a Principal Loss has been allocated and such interest has been deferred in accordance with
Condition 4(h).
Withholding Tax
All payments of principal and interest in respect of the Notes will be made without withholding or
deduction for or on account of tax unless such withholding or deduction is required by law. If any such
withholding or deduction is required to be made from payments due in respect of the Notes, neither the
Issuer nor any Paying Agent nor any other person will be obliged to pay any additional amounts to
Noteholders or to otherwise compensate Noteholders for the reduction in the amounts they will receive
as a result of such withholding or deduction. In such circumstances, and in certain other circumstances
resulting from a withholding or deduction for or on account of tax in the context of the transaction, the
Issuer will have the option (but not the obligation), to redeem all of the Notes at their Principal Amount
Outstanding, as more particularly set out in Condition 5 (Redemption, Purchase and Cancellation
– Optional Redemption for Tax Reasons).
Expected and Final Redemption
Unless previously redeemed in full, the Notes are expected to mature at their respective Principal
Amount Outstanding, together with accrued interest thereon, on the Interest Payment Date falling in
August 2014, and, at the latest, will mature on the Final Maturity Date.
Mandatory and Optional Redemption
In the event of a mandatory or optional repayment or prepayment by a Borrower of all or part of the
relevant Commercial Mortgage Loan, for whatever reason, before the Final Maturity Date (see further
‘‘Summary of Principal Documents – The Commercial Mortgage Loan Agreements – Prepayment of the
Commercial Mortgage Loans’’), the Issuer shall be required to apply any proceeds of such repayment or
prepayment in redeeming all or part of the Notes on the next following Interest Payment Date (see
further Condition 5 (Redemption, Purchase and Cancellation – Mandatory Redemption)).
In addition to the required repayment of the Notes on the Final Maturity Date and any mandatory
redemption following prepayment of a Commercial Mortgage Loan, the Notes will be subject to optional
redemption in whole before the Final Maturity Date in certain circumstances as described in Condition
5(Redemption, Purchase and Cancellation).
The obligations of the Issuer in respect of the Notes and in respect of the other Issuer Creditors pursuant
to the Transaction Documents will rank as to payments of interest and repayment of principal according
to the relevant Issuer Priority of Payments (as to which, see the section entitled ‘‘Resources Available to
the Borrowers and Issuer’’ below). Following the service of a Note Enforcement Notice the Notes will
become immediately due and repayable in accordance with Condition 9 (Note Events of Default).
Ratings
It is expected that the Class A Notes will, when issued, be assigned a rating of ‘‘AAA’’ by Fitch and a
rating of ‘‘AAA’’ by S&P. It is expected that the Class B Notes will, when issued, be assigned a rating of
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