FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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