FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

of a Meeting of the holders of the Most Senior Class of Notes then outstanding give a notice
(a ‘‘Note Enforcement Notice’’) to the Management Company declaring the Notes to be due
and repayable at any time after the occurrence of any of the events specified in Condition 9(b)
(Note Events of Default – Events).
Events
(b)
(i)
(ii)
The occurrence of any of the following events shall be a ‘‘Note Event of Default’’:
non-payment of any amount on any Class of Notes when due, subject to Condition 4(f)
(Interest Deferral and Accrual), unless such default is caused by an administrative or technical
error and payment is made within three Business Days of its due date or (in the case of
payments of interest, cost and expenses only) payment is made within five Business Days of its
due date; or
the Issuer failing duly to perform or observe any other obligation binding upon it under the
Notes, the Issuer Regulations or any of the other Transaction Documents and such failure
(A) being incapable of remedy (as determined by the a Meeting of the Most Senior Class of
Notes) or (B) being a failure which is capable of remedy (as determined by a Meeting of the
Most Senior Class of Notes), but which remains unremedied for a period of 21 days following
the giving by the relevant Noteholder Representative to the Management Company
(representing the Issuer) of notice requiring the same to be remedied.
Acceleration
(c) Upon delivery of a Note Enforcement Notice, the Notes shall immediately become due and
repayable at their Principal Amount Outstanding together with accrued interest up to (but
excluding) the earlier of (i) the date on which all principal, interest and other amounts (if any)
are paid in full and (ii) the seventh day after notice has been given to the Noteholders in
accordance with Condition 13 (Notices and Information) that the full amount has been
received by the Principal Paying Agent or the Noteholder Representatives.
10. NOTEHOLDER ACTION
General Prohibition
(a) Subject to Condition 10(b) (Noteholder Action – Exceptions), no Noteholder shall be entitled
to take any proceedings or other action directly against the Issuer.
Exceptions
(b) If the relevant Noteholder Representative having become bound to give a Note Enforcement
Notice to the Management Company fails to do so within a reasonable time and that failure
is continuing, a Meeting of the holders of the Most Senior Class of Notes then outstanding may
decide to sign and give a Note Enforcement Notice to the Management Company (representing
the Issuer) in accordance with Condition 9 (Note Events of Default).
Limit on Noteholder Action
(c) Pursuant to Article L.214-48-I of the French Monetary and Financial Code, only the
Management Company may enforce the rights of the Issuer against third parties, including the
Borrowers. Accordingly, the Noteholders shall have no recourse whatsoever against the
Borrowers.
(d) Except as expressly permitted to do in this Condition 10 (Noteholder Action) or otherwise
under the Issuer Regulations, the Noteholders shall not be entitled to take any steps:
(i) to initiate or join any person in initiating any liquidation proceedings in relation to the Issuer;
or
(ii) to take any steps or proceedings that would result in the Issuer Priority of Payments in the
Issuer Regulations not being observed.
Limited Recourse
(e) Without limitation to the generality of the foregoing, the Noteholders shall be deemed to have
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