FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(d) any Obligor or the Borrowers’ Agent fails to comply with any of the obligations applicable to it
under the Transaction Documents (other than the Financing Documents) and such failure (1) does
not constitute a Loan Event of Default under any other clause describing Loan Events of Default
and (2) could be reasonably expected to have a Material Adverse Effect;
(e) any representation, warranty or statement made or deemed to be made by an Obligor or the
Borrowers’ Agent in the Transaction Documents or any other document delivered by or on behalf
of any Obligor or the Borrowers’ Agent under or in connection with any Transaction Document is
or shall prove to have been incorrect or misleading in any respect when made or deemed to be
made;
(f) (i) any Financial Indebtedness of any of the Borrowers is not paid when due nor within any
originally applicable grace period and the obligation to pay is not being disputed in good faith;
(ii) any Financial Indebtedness of any of the corporate Obligors is declared to be or otherwise
becomes due and payable or is placed on demand prior to its specified maturity as a result of
an event of default (however described);
(iii) any commitment for any Financial Indebtedness of any of the Borrowers is cancelled or
suspended by a creditor of any of the Borrowers as a result of an event of default (however
described unless such commitment has been repudiated by the relevant creditor);
(iv) any creditor of any of the Borrowers becomes entitled to declare any Financial Indebtedness
of any of the Borrowers due and payable prior to its specified maturity as a result of an event
of default (however described);
(v) an event of default howsoever described occurs under any documents relating to Financial
Indebtedness of a Borrower unless that Financial Indebtedness is discharged or that event of
default is cured or remedied within any originally applicable grace period;
(vi) paragraphs (i) to (v) above shall not apply except in respect of any Financial Indebtedness
which in aggregate is equal to or in excess of u50,000 (or u100,000 in respect of each of
Proudreed France SARL, SARL PPMPP and SCI Paris Provinces Properties) in respect of any
Borrower and u500,000 in respect of any corporate Parent Obligor that is not also a Borrower
(or u100,000 in respect of SPCR SAS);
(vii) any Encumbrance securing Financial Indebtedness of a Borrower over an asset of that
Borrower becomes enforceable and is enforced or steps are taken to enforce the same;
(g) (i) a corporate Obligor is unable or admits inability to pay its debts as they fall due or is deemed
to be insolvent, suspends making payments on any of its debts, or, for reasons of existing or
anticipated financial difficulties, commences negotiations with one or more of its creditors with
a view to rescheduling or readjusting any of its indebtedness;
(ii) a corporate Obligor is in a cessation des paiements situation or becomes insolvent under any
applicable law relating to insolvency;
(iii) the value of the assets of any of the corporate Obligors is less than its liabilities (taking into
account contingent and prospective liabilities at such time as they fall due and also taking into
account any indemnity express or implied, which the relevant Obligor has the benefit of in
respect of such liabilities);
(iv) a moratorium is declared in respect of any indebtedness of a corporate Obligor;
(h) any corporate action, legal proceedings or other procedure or step is taken (or, in each case, any
analogous procedure is taken in any jurisdiction) in relation to:
(i) the suspension of payments, a moratorium of any indebtedness, winding up, dissolution,
administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise) of any corporate Obligor;
(ii) a composition, assignment or arrangement by reason of financial difficulties, is entered into
with any creditor of any corporate Obligor;
(iii) the appointment of a liquidator, receiver, administrator or other similar officer in respect of
any corporate Obligors or any of their assets;
(iv) enforcement of any Security over any assets of any corporate Obligors;
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