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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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(s)<br />

Noteholders, the Class C Noteholders, the Class D Noteholders or the Class E Noteholders<br />

shall be at least two Noteholders of the relevant Class present or represented holding at least<br />

one quarter of the Principal Amount Outstanding of the relevant Notes. There shall be no<br />

quorum requirement in respect of any Meeting reconvened after being adjourned for want of<br />

a quorum.<br />

Decisions at Meetings of the Class A Noteholders, the Class B Noteholders, the Class C<br />

Noteholders, the Class D Noteholders or the Class E Noteholders Meeting shall be taken at<br />

a two-third majority of votes cast by the Noteholders of the relevant Class present or<br />

represented.<br />

Notice of decisions, Information to Noteholders<br />

(t) Decisions of any Meeting of the Class A Noteholders, the Class B Noteholders, the Class C<br />

Noteholders, the Class D Noteholders or the Class E Noteholders must be published in<br />

accordance with the provisions of Condition 13 (Notices and Information) not more than<br />

90 days after the date of such Meeting.<br />

(u) Each Noteholder or Noteholder Representative shall have the right, during the 15 day period<br />

preceding any Meeting, to consult or make a copy of the text of the resolutions which will be<br />

proposed and of the reports which will be presented at the Meeting, which will be available for<br />

inspection at the head office of the Management Company and at the specified office of the<br />

Paying Agents and at any other place as specified in the notice for Meeting.<br />

Expenses<br />

(v)<br />

The Issuer will pay reasonable expenses incurred by any Masse, including reasonable expenses<br />

relating to the convening and holding of Meetings, and all reasonable administrative expenses<br />

agreed upon by a Meeting of Noteholders. No such expense may be charged against interest<br />

payable on the Notes.<br />

12. AGENTS<br />

Paying Agents Solely Agents of Issuer<br />

(a) In acting under the Paying Agency Agreement and in connection with the Notes, the Paying<br />

Agents act solely as agents of the Issuer and (to the extent provided in the Paying Agency<br />

Agreement) shall not be under any fiduciary duty (or its equivalent under the laws of any other<br />

jurisdiction) or other obligation towards, or have any relationship of agency for or with, any<br />

of the Noteholders.<br />

Determinations Binding<br />

(b) Any determination or calculation made by the Management Company in respect of amounts<br />

payable on the Notes shall be binding on the Noteholders absent manifest error, breach of<br />

contract or negligence.<br />

13. NOTICES AND INFORMATION<br />

Valid Notices<br />

(a) Any notice to Noteholders shall be validly given if it is published in a leading English language<br />

daily newspaper having general circulation in London and Paris (which is expected to be the<br />

Financial Times) or, if this is not practicable, in another leading English language newspaper<br />

as each Noteholder Representative shall approve having general circulation in London and<br />

Paris. Any such notice shall be deemed to have been given to Noteholders on the date of such<br />

publication or, if published more than once or on different dates, on the first date on which<br />

publication is made in the manner required in the newspaper referred to above.<br />

235

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