FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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