FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
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Form of Notes<br />
(b) The Notes are:<br />
(i) financial instruments (instruments financiers) within the meaning of Article L.211-1 of the<br />
French Monetary and Financial Code; and<br />
(ii) transferable securities (valeurs mobilières) within the meaning of Article L.211-2 of the French<br />
Monetary and Financial Code.<br />
(c) In accordance with the provisions of Article L.211-4 of the French Monetary and Financial<br />
Code the Notes are issued in dematerialised form (book entry form). No physical documents<br />
of title will be issued in respect of the Notes.<br />
(d) The Notes are French law obligations as referred to in Article R.214-99 of the French<br />
Monetary and Financial Code and the Issuer Regulations and any other laws and regulations<br />
governing fonds communs de créances.<br />
(e) The Notes are in dematerialised bearer form.<br />
Title to Notes<br />
(f) Title to the Notes will be established by book entry for the purposes thereof, in accordance<br />
with Article L.211-4 of the French Monetary and Financial Code; no physical document of title<br />
will be issued in respect of the Notes. Interests in Notes will be transferable only in accordance<br />
with the rules and procedures for the time being of Euroclear, Euroclear France or of<br />
Clearstream, Luxembourg, as appropriate. Each person who is for the time being shown in the<br />
records of Euroclear, Euroclear France or of Clearstream, Luxembourg as the holder of a<br />
particular principal amount of the Notes (each, an ‘‘Accountholder)’’ shall be treated at all<br />
times by the Issuer, any Noteholder Representative and the Paying Agents as the absolute<br />
owner of such principal amount of the Notes for the purposes of making payments thereon and<br />
all other purposes, and none of the Issuer, any Noteholder Representative and the Paying<br />
Agents shall be liable for so treating such holder.<br />
Issuer Regulations binding<br />
(g) By subscribing or purchasing any Note, a Noteholder shall automatically and without any<br />
formalities (de plein droit et sans qu’il soit besoin d’autre formalité) be bound by the provisions<br />
of the Issuer Regulations, as they may be amended from time to time.<br />
3. STATUS AND PRIORITY<br />
Status and Relationship between the Notes<br />
(a) The Notes constitute direct, unsecured and, upon issue, unconditional obligations of the Issuer<br />
subject to the terms of the Issuer Regulations and these Conditions.<br />
(b) The Notes are obligations solely of the Issuer and are not obligations of, or guaranteed by, any<br />
of the other parties to the Transaction Documents.<br />
(c) The Notes of each Class rank pari passu without preference or priority amongst themselves.<br />
The Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E<br />
Notes rank as among themselves in accordance with the Priority of Payments set out in this<br />
Condition 3 (Status and Priority). Certain other obligations of the Issuer rank in priority to the<br />
Notes in accordance with the applicable Priority of Payments.<br />
(d) The Units are in all circumstances subordinated to the Notes of all Classes. No payment of<br />
interest or principal in respect of the Units will be made until the Notes have been redeemed<br />
in full.<br />
(e) The Management Company shall have regard to the interests of the Noteholders as a whole<br />
in relation to the exercise or performance of each of its powers, authorities, duties, discretions<br />
and obligations under the Issuer Regulations and the other Transaction Documents. If, in<br />
relation to the exercise or performance of any of those powers, authorities, duties, discretions<br />
and obligations, in the Management Company’s opinion there is or may be a conflict:<br />
(i) between the interests of (A) the Class A Noteholders and (B) the other Noteholders, the<br />
Management Company shall, to the extent permitted by applicable law, have regard only to the<br />
interests of the Class A Noteholders; and<br />
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