FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(b)
additional mortgages (hypothèques conventionnelles) over the Secured Properties of each Borrower,
to be granted by that Borrower to the relevant Lender as security for all obligations of that
Borrower (as borrower and not as guarantor of any other Borrower) to that Lender in respect of
the relevant Commercial Mortgage Loan, for a principal amount equal to the aggregate of:
(i)
(ii)
(iii)
an amount representing the excess of (x) estimated interest (at the rate provided for under the
Commercial Mortgage Loan) on the portion of the Commercial Mortgage Loan made
available to that Borrower to repay the principal outstanding under that Borrower’s Existing
Loans over a period of 3 years over (y) the amount of interest defined in (ii) below, on that
same portion of the Commercial Mortgage Loan for a period of three years (the ‘‘Level 1
Additional Mortgages’’);
an additional amount representing interest at the 2005 legal rate of interest (taux legal) over
a period of 3 years on the portion of the Commercial Mortgage Loan made available to that
Borrower to repay the principal outstanding under that Borrower’s Existing Loans (the
‘‘Level 2 Additional Mortgages’’); and
the amount by which the Commercial Mortgage Loan made available to the Borrower
exceeds the portion thereof used to repay that Borrower’s Existing Loans (plus ancillary costs
set at 7%) (‘‘Level 3 Additional Mortgages’’)
(collectively the ‘‘Additional Mortgages’’).
In order to save on otherwise significant mortgage registration costs, the Notary will be requested to
register only the Level 1 Additional Mortgages, the balance to be registered at the request of the relevant
FCC Servicer if on any Loan Calculation Date either the Historical ICR or the Projected ICR in respect
of the relevant Borrower Group is less than 1.75:1.
As security for all its obligations to the relevant Lender in respect of the relevant Commercial Mortgage
Loan, including its obligation to reimburse the relevant Lender for the costs of procuring the full
registration of the Additional Mortgages, each Borrower will on the Closing Date deposit in the Mortgage
Reserve Account the estimated amount of such costs (taking into account the increase in the rate of the
land registration tax (taxe de publicité foncière) to 0.715% from 1 January 2006), such deposit being in the
form of a pledge of cash (gage-espèces).
Obligor Security (other security)
Pursuant to each Commercial Mortgage Loan Agreement (and, insofar as relates to the item mentioned
in paragraph (c) below, the related Notarised Deeds), the following other security interests shall be
granted by each Borrower for the benefit of the relevant Lender on the Closing Date and shall be
assigned, on such date, by the relevant Lender to the Issuer together with the Receivables:
(a)
(b)
(c)
(d)
a first ranking fixed charge over its Borrower Accounts (nantissement de comptes), as security for
the Obligor Secured Obligations of that Borrower;
a Dailly law assignment by way of security (cession de créances professionelles à titre de garantie) of
all its rights to and in all net rental income (including all its rights under any guarantee of net rental
income contained in or relating to any Occupational Leases and any rental deposits made in
connection therewith) derived from the Secured Properties belonging to it, as security for all
obligations of that Borrower (as borrower and not as guarantor of any other Borrower) to the
relevant Lender in respect of the relevant Commercial Mortgage Loan;
a delegation (délégation) under article L.121-13 of the Insurance Code of the benefit of all Insurance
Policies in respect of its Secured Properties to the extent that such Insurance Policies that may be
the subject of the said provision of the Insurance Code, as security for all obligations of that
Borrower (as borrower and not as guarantor of any other Borrower) to the relevant Lender in
respect of the relevant Commercial Mortgage Loan;
a Dailly law assignment by way of security (cession de créances professionelles à titre de garantie) of
all proceeds receivable by the Borrowers under the Insurance Policies and of all related rights in
respect of those Insurance Policies (in each case, to the extent assignable and excluding those the
benefit of which is transferred by means of the ‘‘délégation’’ mentioned in paragraph (iii) above),
as security for all obligations of that Borrower (as borrower and not as guarantor of any other
Borrower) to the relevant Lender in respect of the relevant Commercial Mortgage Loan;
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