FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(or u100,000 for Proudreed France SARL, SARL PPMPP or 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) and is not contested in good faith and released
within 30 days or (ii) any such proceeding affects any Secured Property;
(q) any circumstance or event occurs or arises which could reasonably be expected to have a Material
Adverse Effect;
(r) any Obligor party to a Finance Lease fails to comply or expresses its intention not to comply with
any material provision of any Finance Lease to which it is a party or has made a withdrawal from
the Finance Lease Reserve Account in accordance with the provisions of the Commercial Mortgage
Loan Agreement and has not, within 3 Business Days, credited to the Finance Lease Reserve
Account an amount equal to or greater than the Finance Lease Reserve for the relevant Reference
Period; and
(s) the shareholding structure of a Borrower changes otherwise than pursuant to a share transfer to
another Obligor (other than Jean-Pierre Raynal) or, in the case of shares held by Proudreed France
SARL only, to a third party (provided that the Rating Agencies have confirmed that such a transfer
will not have an adverse effect on the ratings assigned to the Notes), provided that in the case of
any such transfer the relevant shares are immediately pledged in favour of the Issuer, represented
by the Management Company, on the same terms as on the Closing Date.
However, if (i) the Loan Events of Default that have occurred fall within the categories mentioned in
paragraphs (c), (d), (e), (i), (k) (o), (p) and (q) above, (ii) certain only (but not all) of the Borrowers are
affected thereby (provided that the aggregate Market Value of their Secured Properties does not exceed
10% of the aggregate Market Value of the Secured Properties of the relevant Borrower Group as a whole)
and (iii) no other Loan Event of Default other than those referred to in (i) above has occurred and is
continuing, the acceleration of the relevant Commercial Mortgage Loan will be limited to the affected
Borrowers, provided that (a) the affected Borrowers repay in full their portion of the relevant
Commercial Mortgage Loan and (b) the other Borrowers within the same Borrower Group (rateably
among themselves) prepay their portion of the Commercial Mortgage Loan up to an amount equal to the
product of the aggregate principal amount outstanding of the portion of the relevant Commercial
Mortgage Loan of the affected Borrowers and the Overamortisation Percentage.
Disposals of assets and Secured Properties
Each Borrower shall be entitled to dispose of any asset and of any Secured Property provided that:
(a) the relevant Disposal Property is to be disposed of as a CPO Disposal in connection with a
compulsory purchase order in respect of that Disposal Property; or
(b) the relevant Disposal Property is to be disposed of as an Elected Disposal; or
(c) the relevant Disposal Property is to be disposed of as a Same Day Substitution Disposal made in
accordance with and pursuant to the sub-section entitled ‘‘Same Day Substitution of the Secured
Properties’’ below; or
(d) the relevant asset or Disposal Property is to be disposed of as a Minor Disposal,
(each of a CPO Disposal, an Elected Disposal, a Same-Day Substitution Disposal and a Minor Disposal
being a ‘‘Permitted Disposal’’) and provided further that the following conditions are satisfied:
(i) (except in the case of a disposal under paragraph (a) or (b) of the definition of Minor Disposal
or a disposal under paragraph (c) of such definition for a value (on an after tax basis) of less
than u75,000 per annum) an appropriate legal representative of the relevant Borrower has
certified in writing to the relevant FCC Servicer (aa) that the relevant disposal is a Permitted
Disposal and (bb) the type of Permitted Disposal.
In the case of an Elected Disposal or a CPO Disposal only, such legal representative must
make such certification at least thirty-five and no more than sixty days prior to the date of the
proposed Elected Disposal or CPO Disposal, as the case may be. In the case of a Same-Day
Substitution Disposal only, such legal representative must make such certifications at least
thirty days prior to the date of the proposed substitution. In the case of a Minor Disposal of
a Disposal Property only, such legal representative must make such certifications at least ten
days prior to the date of the proposed Minor Disposal;
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