FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

negatively affect the credit quality of the Notes. The foregoing conditions shall not apply to the
appointment by any FCC Servicer of any affiliate of the FCC Servicer, or of any lawyer, bailiff, valuer,
estate agent, property management agent or other agent appointed by such FCC Servicer in the ordinary
course of business who would be acceptable to a reasonably prudent lender.
Subject to obtaining a specific mandate (mandat spécial) from the Management Company, where
necessary, each FCC Servicer shall take all such steps as are necessary or desirable in order to compel the
Borrowers to perform their obligations and duties in connection with the Receivables and initiate all such
proceedings that are necessary in order to preserve and, if necessary, enforce (execution forcée), the
Related Rights. In particular, each relevant FCC Servicer:
(a) may instruct the Notary to register the Mortgages that are not registered (formalisées et non
inscrites) and may, as applicable, enforce the Mortgages;
(b) in accordance with the provisions of each Commercial Mortgage Loan Agreement and the
Borrower Accounts Pledges, may authorise the Borrowers Account Banks to release funds credited
to the Cash Trap Accounts so that those funds may be applied towards repayment of the relevant
Commercial Mortgage Loan or, in certain circumstances, so that those funds may be transferred to
the relevant Borrower Transaction Account in each case in accordance with the provisions of each
Commercial Mortgage Loan Agreement;
(c) shall notify the Borrowers Account Banks if a Loan Event of Default has occurred and is
continuing, so that following such notification the Borrowers Account Banks will not be permitted
to make any payment out of the other Borrower Accounts, unless in accordance with the provisions
of each Commercial Mortgage Loan Agreement;
(d) shall upon the occurrence of a Loan Event of Default notify the relevant debtors of the assignment
of their debts in accordance with the provisions of the Dailly Assignments; and
(e) upon the occurrence of a Loan Event of Default and non-payment by any Borrower of any amount
due under the Commercial Mortgage Loans, shall enforce the rights of the Issuer under the relevant
Shares Pledges, whether by way of a compulsory sale of the shares (vente forcée) of such Borrower
(or of any other Borrower of which the relevant Parent Obligor is a shareholder) or by way of a
request to the competent court for ownership of those shares to be transferred to it (attribution
judiciaire), pursuant to the relevant Commercial Mortgage Loan Agreement.
Each FCC Servicer shall release (donner mainlevée) the Related Rights upon repayment in full of the
sums secured by such Related Rights or as otherwise permitted by the relevant Commercial Mortgage
Loan Agreement.
If a FCC Servicer receives any money arising from the enforcement of the Receivables and of the attached
Related Rights, such FCC Servicer shall forthwith upon receipt thereof pay the same into the Issuer
Transaction Account.
Each FCC Servicer shall conduct all communications and dealings with the Obligors, in relation to all
matters concerning the Receivables, the Commercial Mortgage Loan Agreements or the Related Rights
of such Obligor, as the case may be, including, without limitation, the giving of any notices, consents or
approvals of behalf of the Issuer, provided that each FCC Servicer shall notify (and consult) the
Management Company in writing, and, in the case of items (b), (c) and (d) below, in advance, of:
(a) any information relating to any matter that becomes known to each FCC Servicer and which is a
breach of the obligations or duties of a Borrower in connection with the Receivables and the
Related Rights;
(b) any proposed waiver or amendment in connection with the Receivables and the Related Rights;
(c) any proposed declaration that a Loan Event of Default or Potential Loan Event of Default has
occurred and/or that all or part of the sums due under the Receivables be immediately due and
payable; or
(d) any proposed action to be taken to release or enforce certain Related Rights in accordance with
each Commercial Mortgage Loan Agreement.
Each FCC Servicer undertakes not to amend the terms of the Receivables or of any of the Related Rights
granted in connection with the Commercial Mortgage Loan unless (i) it is in writing and signed by or on
behalf of each of the parties to the relevant Commercial Mortgage Loan Agreement, (ii) prior written
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