FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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