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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(iii) any person guaranteeing all or part of the obligations of the Issuer;<br />
(iv) the respective managers (gérants), general managers (directeurs généraux), members of the<br />
board of directors (conseil d’administration) or executive board (directoire) or supervisory<br />
board (conseil de surveillance), statutory auditors (commissaires aux comptes) or employees of<br />
any of the persons described in sub-paragraphs (i), (ii) or (ii) above, or any of their ascendants,<br />
descendants or spouses;<br />
(v) the Borrowers; or<br />
(vi) any person who is prohibited from engaging in the profession of banking or who is not entitled<br />
to act as a director, administrator or manager of a business.<br />
(f) The initial Noteholder Representative will be Association de Représentation des Masses de<br />
Titulaires de Valeurs Mobilières, of Centre Jacques Ferronnière, 32, rue du Champs de Tir, B.P.<br />
81236, 44312 Nantes Cedex 3, France, for all Classes of Notes.<br />
Appointment of each Noteholder Representative<br />
(g) In the event of the death, resignation, retirement or revocation of the appointment of any<br />
Noteholder Representative, a substitute Noteholder Representative will be appointed by a<br />
Meeting of the Noteholders of the relevant Class.<br />
(h) A Noteholder Representative shall be appointed in respect of each Masse by a Meeting of the<br />
relevant Noteholders. If, and to the extent that, all of the Notes of a given Class are held by<br />
a single Noteholder, the rights, powers and authority of the relevant Noteholder Representative<br />
will be vested in such Noteholder; in such case, following any transfer of any Note, to the<br />
extent that there is more than one Noteholder for any Class of Notes, the Management<br />
Company shall forthwith convene a Meeting of the Noteholders of the relevant Class for the<br />
purposes of appointing a Noteholder Representative in respect of such Class of Notes.<br />
(i) An annual fee shall be payable to any Noteholder Representative in an amount to be agreed<br />
upon the appointment of the relevant Noteholder Representative.<br />
(j) Each Noteholder Representative shall be appointed in accordance with Article L. 228-48 of<br />
the French Commercial Code.<br />
(k) Any interested party shall have the right to obtain, at the office of the Management Company,<br />
the name and address of any Noteholder Representative appointed by a Meeting of the<br />
Noteholders.<br />
Powers of each Noteholder Representative<br />
(l) Pursuant to the provisions of Article L.228-53 of the French Commercial Code, each<br />
Noteholder Representative shall, in the absence of any decision to the contrary of a Meeting<br />
of the relevant Noteholders, have the power to take any acts of management (actes de gestion)<br />
to protect the common interests of the relevant Noteholders. Pursuant to the provisions of<br />
Article L.228-54 of the French Commercial Code, legal proceedings initiated by or against the<br />
Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D<br />
Noteholders or the Class E Noteholders may only be brought be brought by or against the<br />
relevant Noteholder Representative; any such legal proceedings that are not brought by or<br />
against the relevant Noteholder Representative in accordance with this Condition 11(l) shall<br />
not be legally valid. The Noteholders shall not be entitled to interfere in the management of<br />
the affairs of the Issuer.<br />
Meetings of Noteholders<br />
(m) Meetings of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the<br />
Class D Noteholders or the Class E Noteholders may be convened either by the Management<br />
Company or by the relevant Noteholder Representative, and may be held at any such place<br />
and time as may be specified in the notice of Meeting. In addition, pursuant to the provisions<br />
of Article L.228-58 of the French Commercial Code, one or more Class A Noteholders,<br />
Class B Noteholders, Class C Noteholders or Class D Noteholders holding at least onethirtieth<br />
of the outstanding Notes of the relevant Class may require, by written demand, the<br />
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