FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(f)
(i)
(ii)
agreed that until all sums required by the terms of the relevant Issuer Priority of Payments to
be paid in priority thereto have been paid or discharged in full and then if and only to the
extent that the Issuer shall have funds available to pay such amounts and shall be permitted
to pay such amounts in accordance with the terms of the relevant Issuer Priority of Payments
together with all other amounts payable pari passu therewith, no amount expressed to be
payable by the Issuer to the Noteholders in respect of the Notes in accordance with the terms
and conditions of the Notes or under any other Issuer Transaction Document shall be capable
of becoming due and payable.
Each of the Noteholders shall be deemed to have agreed and acknowledged that
notwithstanding any other provision of the Issuer Regulations and any other Issuer Transaction
Document:
it will only have recourse in respect of any amount, claim or obligation due or owing to it by
the Issuer under the Issuer Regulations, the Notes and the other Issuer Transaction
Documents (the ‘‘Claims’’) to the extent of available funds in accordance with the Issuer
Priority of Payments applicable to that Class which shall be applied by the Management
Company subject to and in accordance with the terms of that Issuer Priority of Payments and
after all prior ranking claims in respect of those funds have been paid or discharged in full in
accordance with that Issuer Priority of Payments;
if, after application of available funds in accordance with the relevant Priority of Payments, any
Claim remains outstanding, that Claim shall be extinguished.
11. THE MASSE AND THE NOTEHOLDER REPRESENTATIVE
The Masse
(a) The Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D
Noteholders and the Class E Noteholders respectively, will be automatically grouped for the
defence of their respective common interests in a masse (or a body) for the Noteholders of
each Class (each, a ‘‘Masse’’).
(b) If, and to the extent that, all Notes of a given Class are held by a single Noteholder, the rights,
powers and authority of the relevant Masse will be vested in such Noteholder.
(c) In accordance with the provisions of Article L.228-90 of the French Commercial Code, each
Masse shall be governed by Articles L.228-46 et seq. of the French Commercial Code and by
the French decree n°67-236 of 23 March 1967, as amended, but only to the extent such
provisions are not limited in their application to bodies corporate and do not conflict with the
provisions of the Issuer Regulations, Articles L.214-43 et seq. of the French Monetary and
Financial Code and the other specific laws and regulations governing fonds communs de
créances. Any notice of a Meeting, resolutions passed at any Meeting and any other decision
that is required to be published pursuant to Articles L.228-46 et seq. of the French Commercial
Code and by the French decree n°67-236 of 23 March 1967, as amended, shall be published in
the manner provided under Condition 13 (Notice and Information).
Status of each Masse
(d) In accordance with the provisions of Article L.228-46 of the French Commercial Code, each
Masse will be a separate legal entity (personnalité civile) and will be represented by one
representative (a ‘‘Noteholder Representative’’). Each Masse, represented by the relevant
Noteholder Representative, will be empowered to exercise all rights, take all actions and claim
all benefits, which in each case are common to the holders of the Notes of the relevant Masse,
to the exclusion of each Noteholder of that Class.
Noteholder Representative
(e) Any person or association may be appointed as a Noteholder Representative, other than:
(i) the Management Company or the Custodian;
(ii) any person holding 10 per cent. or more of the share capital of the Management Company
and/or Custodian or in respect of which the Management Company and/or Custodian holds
10 per cent. or more of the share capital;
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