FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

• the relevant Borrower’s compliance with all applicable environmental laws and environmental
licences relating to and material to any of the Secured Properties in its Property Portfolio;
• ensuring all necessary governmental and other consents, approvals, licences, registrations, filings,
payments of duties or taxes, notarisations required and other approvals and authorisations
necessary to own its property and assets and for the conduct of its business substantially as it has
been conducted with effect from the Closing Date, the absence of which would have a Material
Adverse Effect, have been or when required will be obtained, are in full force and effect and, so far
as it is aware, have not been revoked or otherwise terminated and their terms and conditions have
been complied with;
• no conflict existing between the Transaction Documents to which it is a party and applicable laws,
regulations and its constitutional documents;
• no material adverse change in its financial condition since the date on which the final version of the
Information was produced or distributed, as the case may be;
• other than as disclosed to the Lenders on the Closing Date , no litigation, arbitration, administrative
proceedings or governmental or regulatory investigations or proceedings or disputes being current
or to its knowledge threatened or pending which, if adversely determined against it would be
reasonably expected to have a Material Adverse Effect;
• no compulsory purchase orders relating to any Secured Property in its Property Portfolio;
• no deduction or withholding for or on account of any tax being required to be made from any
payment it may make under the Transaction Documents;
• the accuracy of the information provided to the Notary who prepared the Certificates of Title
relating to the Secured Properties in the relevant Borrower’s Property Portfolio, the environmental
consultants who prepared the relevant Environmental Report, the Valuers who prepared the
relevant Valuation Report and the insurance brokers who arranged the Insurance Policy;
• its most recent audited financial statements (to the extent that such financial statements have been
prepared) having been prepared in accordance with generally accepted accounting principles in the
country of its incorporation and giving a true and fair view of the financial condition of the
company; and
• it is able to pay its debts as and when they fall due and that it is solvent;
• to its knowledge, as at the Closing Date, it having no actual or contingent liability relating to any
of its past activities other than the purchase, financing, ownership or operation of the Secured
Properties currently owned by it which, alone or together with any other liabilities, may have a
Material Adverse Effect.
Certain of the above representations and warranties will also be repeated on each Loan Interest Payment
Date, by reference to the facts and circumstances then existing.
Information Covenants
Each of the Borrowers covenants, with respect to itself and its assets, that it shall:
• obtain and provide to each FCC Servicer , at the cost of the Borrower, upon it becoming available,
a copy of any Valuation Report prepared in respect of its Secured Properties together with a
summary of any such report to be provided to the Rating Agencies provided that a full Valuation
Report shall be provided in respect of each Secured Property at least once every three years and
that a desktop Valuation Report shall be provided in respect of each Secured Property at least once
each year;
• provide, through the Borrowers’ Agent, to each FCC Servicer, on each Information Date, a
quarterly certificate (each, a ‘‘Quarterly Operating Report’’) specifying:
• the tenancy schedule for each Secured Property in its Property Portfolio showing, inter alia,
the Occupational Tenants, the relevant units occupied, the vacant units, the total rent payable,
the total rent billed and the amount of rent (if any) which is in arrears, the lease start date and
end date, any early termination options, the next rent review date, the rent review basis, the
Estimated Rental Value of the Secured Property and identifying the changes from the last
tenancy schedule provided;
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