FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(e) a deposit (by way of gage-espèces) into the Mortgage Reserve Account of the amount necessary to
cover the costs of procuring the full registration of the Additional Mortgages, as described above
under ‘‘Obligor Security (real estate security)’’, as security for all obligations of the Borrowers in the
same Borrower Group to the relevant Lender in respect of the relevant Commercial Mortgage
Loan.
(f) in relation to a given Commercial Mortgage Loan, the relevant Borrowers will also be jointly and
severally liable (solidaires) to the relevant Lender.
The délégation and Dailly law assignment mentioned respectively in paragraphs (c) and (d) above are to
be notified to the relevant assigned debtors on or about the Closing Date. The Dailly law assignment
mentioned in paragraph (b) above may be notified to the relevant assigned debtors at any time following
the occurrence of a Loan Event of Default.
Parent Obligor Security
Pursuant to each Commercial Mortgage Loan Agreement, each Parent Obligor will pledge all of the
shares it owns in any Borrower to the relevant Lender as security for all of the obligations under the
relevant Commercial Mortgage Loan of each Borrower of which it is a shareholder.
Prohibition against assignments
Each Commercial Mortgage Loan Agreement shall provide that the Borrowers are prohibited from
assigning or purporting to assign to any person other than the relevant Lender the rights, title, interest or
benefit of any Borrower Account, any Transaction Document to which it is a party, any Occupational
Lease or any rights arising thereunder (including as to net rental income) or any Insurance Policy.
Benefit of the Security Interests transferred to the Issuer
Pursuant to the provisions of article L.214.43 of the French Monetary and Financial Code and the
Receivables Transfer and Servicing Agreement, upon the purchase by the Issuer of the Receivables from
each of the Lenders on the Closing Date, the benefit of the Obligor Security shall transfer from each of
the Lenders to the Issuer without further formalities (de plein droit).
Enforceability of the charges
Each Commercial Mortgage Loan Agreement shall provide that each security shall become enforceable
upon the delivery of a Loan Enforcement Notice by the relevant FCC Servicer, except as mentioned
above in relation to the notification of Dailly law assignments.
Each Commercial Mortage Loan Agreement and related Notarised Deed will provide that the proceeds
of enforcement of any Obligor Security will be applied in accordance with the relevant Obligor
Post-Enforcement Priority of Payments.
Modifications, consents or waivers
The Receivables Transfer and Servicing Agreement will provide that the Lenders (including in their
capacity as FCC Servicers) may not make any modification to, or grant any other waiver in respect of any
breach or proposed breach of any Obligor Transaction Document unless they have obtained the prior
written consent of the Management Company and have given prior notification to the Rating Agencies.
Enforcement action
The relevant FCC Servicer, acting on the written instructions of the Management Company where
necessary, may take enforcement action against any Obligor, in accordance with the terms of the
Receivables Transfer and Servicing Agreement. See the section entitled ‘‘Receivables Transfer and
Servicing Agreement’’ below.
Governing law
The Obligor Security Documents will be governed by French law.
3. Issuer Regulations
The Management Company and the Custodian will enter into regulations (the Issuer Regulations), which
relates to the creation and operation of the Issuer, and in particular to:
(a) the assets transferred to the Issuer and the manner in which they are to be administered; and
(b) the nature of the Notes and Units issued in respect of the Issuer’s assets.
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