FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(vi) upon giving not less than 45 nor more than 60 days prior written notice, in whole but not in
part in the event of any withholding or deduction for or on account of tax being required to
be made from payments due under the relevant Commercial Mortgage Loan;
(vii) on a Loan Interest Payment Date and upon giving not less than 45 nor more than 60 days
prior written notice, in whole or in part (and if in part, in an aggregate minimum amount,
taking into account all other prepayments made by the other Borrowers in the same Borrower
Group on that date, of u50,000,000, or any multiple of u5,000,000 above u50,000,000), using
amounts credited to the Borrower Junior Expenses Account, provided that each other
Borrower within the same Borrower Group simultaneously prepays its loans in the same
proportion; or
(viii) on a Loan Interest Payment Date and upon giving not less than 45 nor more than 60 days
prior written notice, in whole but not in part if the principal amount outstanding of its
Commercial Mortgage Loan is less than u50,000,000, using amounts credited to the Borrower
Junior Expenses Account.
The Management Company on behalf of the Issuer shall, in accordance with the Issuer Pre-Enforcement
Priority of Payments or the Issuer Post-Enforcement Priority of Payments, as applicable, apply the
proceeds from the prepayment of the Commercial Mortgage Loans that it receives by way of prepayment
from the Borrowers towards the prepayment of the Notes, with the prepayment being applied
sequentially starting with the highest ranking Class of Notes.
A Borrower may only prepay its Commercial Mortgage Loan on a Loan Interest Payment Date (or, in the
case of prepayment as a result of illegality or as a result of an Elected Disposal or a disposal of shares,
on such other date as is required pursuant to the terms of the relevant Commercial Mortgage Loan
Agreement) if upon any such prepayment:
(a) in the case of any prepayment in part but not in full in accordance with paragraphs (i) or (ii) above,
the Borrower and the other Borrowers in the same Borrower Group pay the relevant amounts
specified in the definition of the Prepayment Amount below;
(b) in the case of the prepayment in full but not in part in the circumstances described in paragraphs
(iii) or (vi) above, the relevant Borrower prepays its share in the then aggregate principal amount
outstanding of the relevant Commercial Mortgage Loan;
(c) in the case of a prepayment in accordance with paragraphs (v) above, all of the Borrowers prepay
the then aggregate principal amount outstanding of the Commercial Mortgage Loans;
(d) in the case of a prepayment in accordance with paragraphs (iv), (vii) or (viii) above, the relevant
Borrower or Borrowers, as the case may be, prepay the amount required or elected to be prepaid
in accordance with such paragraph, as the case may be (provided that, in relation to paragraph (vii),
the amount shall be allocated between all Borrowers of the same Borrower Group on a pro rata
basis);
(e) the relevant Borrower or Borrowers, as the case may be, pay all accrued and unpaid interest then
outstanding on the Commercial Mortgage Loan; and
(f) the relevant Borrower or Borrowers, as the case may be, pay any other amounts then due and
payable under the relevant Commercial Mortgage Loan Agreement, including any amounts owing
by way of On-going Facility Fee.
For the purposes of each Commercial Mortgage Loan Agreement, in the case of any prepayment in
accordance with paragraphs (i) or (ii) above, the ‘‘Prepayment Amount’’ shall correspond to:
(a) in respect of the Borrower whose Secured Property (or Secured Properties) was (or were) the
subject of the relevant disposal or insurance claim, the Allocated Loan Amount in respect of the
relevant Secured Property or Secured Properties and
(b) in respect of each Borrower in the same Borrower Group (including, except if the affected Secured
Property is its only Secured Property at the time or the prepayment is due to a disposal of shares,
the prepaying Borrower), its pro rata share of the product of the aforementioned Allocated Loan
Amount and the Overamortisation Percentage.
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