FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

et seq. of the French Monetary and Financial Code or over the counter) or accepted for clearance through
any recognised French or foreign clearing system. The Units shall not be rated.
Ownership of the Units will be established by book entry in the register of the relevant Unitholders
maintained by the Custodian for the purposes thereof, in accordance with Article L.211-4 of the French
Monetary and Financial Code.
The Unitholders are co-owners (co-propriétaires) of the Issuer’s assets and shall only be liable for the
debts of the Issuer to the extent of the assets of the Issuer and pro rata their respective share therein.
The Unitholders have the rights attributed to shareholders by Articles L.225-230 and L.225-233 of the
French Commercial Code. Consequently, in accordance with Articles L.225-230 and L.225-233 of the
French Commercial Code, the Unitholders are entitled to request the dismissal of the statutory auditor
of the Issuer. The Unitholders shall not take part in the management of the Issuer.
By subscribing or purchasing any Unit, a Unitholder shall automatically and without any formalities (de
plein droit et sans qu’il soit besoin d’autre formalité) be bound by the provisions of the Issuer Regulations.
The Unitholders shall not be entitled to demand the repurchase of their Units by the Issuer.
The Unitholders shall have no direct right of action or recourse, under any circumstances whatsoever,
against the Borrowers. Moreover, the Unitholders irrevocably waive all rights of contractual recourse
(responsabilité contractuelle), of any form, nature, and on any ground whatsoever, which they may have
against the Issuer.
After the Final Maturity Date, any part of the nominal value of the Units which may remain unpaid will
be automatically cancelled (de plein droit), so that the Unitholders, after such date, shall have no right to
assert a claim in this respect against the Issuer, regardless of the amounts which may remain unpaid after
the Final Maturity Date (abandon de créance).
The Units shall not bear interest.
The Units shall amortise in full on the Issuer Liquidation Date, in accordance with the applicable Issuer
Priority of Payments.
The Management Company shall always act in the best interest of the Unitholders and the Noteholders.
Notwithstanding the foregoing,
(a) if the Noteholders or Unitholders give a unanimous written notice to the Management Company
(whether at their own initiative or at the initiative of the Management Company), whereby the
Noteholders or Unitholders inform the Management Company that making a decision (or refraining
from making the same) or performing an action or a specific procedure (or refraining from
performing the same) would be in their best interests, then the Management Company shall be
entitled (but shall in no circumstances be bound), vis-à-vis the Noteholders or Unitholders, to
consider such decision as being in their best interest and to act in accordance with their interests as
expressed by them under such notice; and
(b) in the event that the Management Company seeks from the Noteholders or Unitholders their views
in relation to a specific situation and that the Noteholders or Unitholders do not express such views,
the Management Company shall nevertheless act in their best interests, as provided for by the French
Monetary and Financial Code and the other applicable laws and regulations and shall not construe
the lack of action from the Noteholders or Unitholders as an expression of their interests, whether
positive, negative or other.
The Management Company shall act in accordance with the decisions made as applicable by the
Noteholders or the Unitholders, pursuant to the provisions of these Issuer Regulations. In the event of
a conflict between the decisions made by (i) the Noteholders and the Unitholders, or (ii) between
Noteholders of different classes, the Management Company shall apply the decisions made by the
Noteholders in the case referred to in (i) above, or the Noteholders ranking in priority in the case referred
to in (ii) above, unless any such decision would result in a modification of the financial characteristics of
the other Notes or Units. In such a case, and unless the relevant holders of Notes or Units agree to modify
their rights in accordance with the provisions of the Issuer Regulations, the Management Company shall
not be obliged to perform such decision and should not be held liable therefore.
142