FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Management Company and the relevant Noteholder Representative to convene a Meeting of<br />
the relevant Masse. If no Meeting has been convened within two (2) months from delivery of<br />
such demand, the relevant Noteholders may designate one of their number to petition a court<br />
to appoint an agent to convene the Meeting.<br />
(n)<br />
(o)<br />
(p)<br />
Notice of the date, hour, place, agenda and quorum requirements of any Meeting will be<br />
notified in the manner provided in Condition 13 (Notices and Information) not less than fifteen<br />
(15) days prior to the date of the Meeting.<br />
Each Noteholder shall have the right to participate in any Meeting of the relevant Masse in<br />
person or by proxy; each Note carries the right to one vote.<br />
Any Meeting not convened in accordance with the foregoing provisions shall nonetheless be<br />
validly convened if all the Noteholders of the relevant Class are present or represented at the<br />
Meeting.<br />
Powers of Meetings<br />
(q)<br />
(i)<br />
(ii)<br />
(iii)<br />
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 to consider any matter<br />
affecting their interests, including the dismissal and replacement of the relevant Noteholder<br />
Representative, any proposal in relation to legal action involving the Issuer and any proposal<br />
aimed at amending the Conditions, including without limitation any modification which would<br />
have the effect, in respect of any Class of Notes, of (A) postponing or altering any day for the<br />
payment of interest, (B) reducing, cancelling or rescheduling the amount of principal or the<br />
amount or rate of interest payable or any fees, (C) altering the priority of payment of interest<br />
or principal or other amounts payable on the Notes under these Conditions, (D) altering the<br />
currency of payment or (E) altering the Final Maturity Date,<br />
provided that Meetings may not increase the obligations of the relevant Noteholders, nor<br />
establish unequal treatment between Noteholders of the same Class.<br />
Notwithstanding any matter approved at any Meeting, the Noteholders shall not have the<br />
power to require the Issuer, the Management Company, the Custodian or any other person to<br />
take any action or to make any amendments to the Conditions or the Transaction Documents.<br />
The Management Company alone shall have the power to act on behalf of the Issuer (together<br />
with the Custodian) and to consent to amendments to the Conditions, the Issuer Regulations<br />
and the other Transaction Documents, in each case in the best interest of the Noteholders and<br />
the Unitholders. The Management Company shall be entitled (but shall in no circumstances be<br />
bound), to consider any decision of the Noteholders at a Meeting as being in the best interest<br />
of the Noteholders and to act in accordance with their interests as expressed by them at the<br />
Meeting.<br />
No modification or waiver of any provision of the Issuer Regulations, of which these<br />
Conditions form a part and to which they are subject, shall become effective unless executed<br />
in writing and signed by the Management Company and the Custodian, and provided that:<br />
any such amendments or waiver shall not reduce the level of security enjoyed by the<br />
Noteholders and Unitholders, and in particular that prior confirmation has been received from<br />
the Rating Agencies that such modification or waiver will not result in the downgrading of the<br />
then current rating of the Notes;<br />
any such amendment or waiver shall not modify the financial characteristics of any Class of<br />
Notes unless the prior approval of the holders of the relevant Notes has been obtained<br />
pursuant to the applicable majority rules set out in Condition 11(r) below; and<br />
any amendments or waivers shall be notified to the Noteholders of all outstanding Notes.<br />
Noteholders shall be bound by all amendments effected in accordance with the foregoing provisions<br />
as of the third (3 rd ) Business Day after the date of notification referred to in sub-paragraph (iii).<br />
Quorum and majority rules<br />
(r)<br />
The quorum at any Meeting originally convened of the Class A Noteholders, the Class B<br />
234