FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
any Transaction Document and any related document thereto is not or ceases to be, in whole or in
part, valid, binding on or enforceable against an Obligor or, in the case of any Obligor Security
Document, effective to create the security intended to be created by it save for those claims which
are preferred solely by any bankruptcy, insolvency or other similar laws of general application to
preferential creditors;
the Property Manager breaches or fails to observe or perform any material obligation or
undertaking under the Property Management Agreement or there is a change in the shareholding
structure of the Property Manager such that Ringmerit Limited and Proudreed France SARL no
longer hold 75 per cent. or more of the shares and voting rights of the Property Manager (unless
each of the Rating Agencies has confirmed that such change of control will not have an adverse
effect on the rating of the Notes) and the Property Manager is not replaced by a person (and on
terms) satisfactory to the Management Company and the Rating Agencies within 60 days;
it is or shall become unlawful for an Obligor to perform any of its obligations under the Transaction
Documents or any consent required to enable an Obligor to perform its obligations under a
Transaction Document ceases to have effect or if the relevant Obligor has not applied to renew such
consent or, having made such application, such consent has not been received within 14 days of it
originally ceasing to have effect, in each case where an absence or expiry of such consent could
reasonably be expected to have a Material Adverse Effect;
any Obligor challenges or expresses its intention to challenge any of the Transaction Documents to
which it is a party;
any licence, authority, permit, consent, agreement or contract of any Obligor and being material to
its activities from time to time is terminated, withheld or modified such as could have a Material
Adverse Effect;
in the opinion of the relevant FCC Servicer (based upon the reports, opinions and/or advice of its
advisers) at any time after the Closing Date:
(i)
(ii)
there is a material risk of the Issuer incurring liability under Environmental Law arising
directly or indirectly in connection with the Transaction Documents such as could have a
Material Adverse Effect; or
any Obligor does not comply with any regulations or law applicable to its business, or with
Environmental Law or Environmental Approvals relating to the Secured Properties where
such non compliance could, in the reasonable opinion of the relevant FCC Servicer, have a
Material Adverse Effect;
any Obligor security:
(i)
is not created on the Closing Date or, in the case of Obligor Security in relation to Same-Day
Substitution Disposals, on the day of such substitution;
(ii) is not enforceable against third parties on the Closing Date (or (i) in relation to Level 1
Additional Mortgages, within one month of the Closing Date, (ii) in relation to Level 2
Additional Mortgages and Level 3 Additional Mortgages, on the date on which they are
registered by or on behalf of the relevant FCC Servicer in accordance with the terms of the
Commercial Mortgage Loan Agreement and (iii) in relation to any assignment of rents by way
of security in connection with a Same-Day Substitution Disposal, on the date on which notice
of such assignment is served by a court bailiff (huissier) on behalf of the relevant FCC Servicer
in accordance with the terms of the Commercial Mortgage Loan Agreement); or
(iii)
(iv)
is not or ceases to be valid or enforceable against third parties (on the applicable date in
accordance with the terms of the Commercial Mortgage Loan Agreement, or does not rank as
agreed; or
is or becomes void in whole or in part (otherwise than pursuant to a release of such security
in accordance with the terms of the Commercial Mortgage Loan Agreement) or is or becomes
unenforceable against third parties;
any of the enforcement proceedings provided for in French law no. 91-650 of 9 July 1991, or
expropriation (except in the case of a CPO Disposal), attachment sequestration, distress or
execution affects any asset or assets of any corporate Obligor having an aggregate value of u50,000
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