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