FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
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• the relevant Borrower’s compliance with all applicable environmental laws and environmental<br />
licences relating to and material to any of the Secured <strong>Properties</strong> in its Property Portfolio;<br />
• ensuring all necessary governmental and other consents, approvals, licences, registrations, filings,<br />
payments of duties or taxes, notarisations required and other approvals and authorisations<br />
necessary to own its property and assets and for the conduct of its business substantially as it has<br />
been conducted with effect from the Closing Date, the absence of which would have a Material<br />
Adverse Effect, have been or when required will be obtained, are in full force and effect and, so far<br />
as it is aware, have not been revoked or otherwise terminated and their terms and conditions have<br />
been complied with;<br />
• no conflict existing between the Transaction Documents to which it is a party and applicable laws,<br />
regulations and its constitutional documents;<br />
• no material adverse change in its financial condition since the date on which the final version of the<br />
Information was produced or distributed, as the case may be;<br />
• other than as disclosed to the Lenders on the Closing Date , no litigation, arbitration, administrative<br />
proceedings or governmental or regulatory investigations or proceedings or disputes being current<br />
or to its knowledge threatened or pending which, if adversely determined against it would be<br />
reasonably expected to have a Material Adverse Effect;<br />
• no compulsory purchase orders relating to any Secured Property in its Property Portfolio;<br />
• no deduction or withholding for or on account of any tax being required to be made from any<br />
payment it may make under the Transaction Documents;<br />
• the accuracy of the information provided to the Notary who prepared the Certificates of Title<br />
relating to the Secured <strong>Properties</strong> in the relevant Borrower’s Property Portfolio, the environmental<br />
consultants who prepared the relevant Environmental Report, the Valuers who prepared the<br />
relevant Valuation Report and the insurance brokers who arranged the Insurance Policy;<br />
• its most recent audited financial statements (to the extent that such financial statements have been<br />
prepared) having been prepared in accordance with generally accepted accounting principles in the<br />
country of its incorporation and giving a true and fair view of the financial condition of the<br />
company; and<br />
• it is able to pay its debts as and when they fall due and that it is solvent;<br />
• to its knowledge, as at the Closing Date, it having no actual or contingent liability relating to any<br />
of its past activities other than the purchase, financing, ownership or operation of the Secured<br />
<strong>Properties</strong> currently owned by it which, alone or together with any other liabilities, may have a<br />
Material Adverse Effect.<br />
Certain of the above representations and warranties will also be repeated on each Loan Interest Payment<br />
Date, by reference to the facts and circumstances then existing.<br />
Information Covenants<br />
Each of the Borrowers covenants, with respect to itself and its assets, that it shall:<br />
• obtain and provide to each <strong>FCC</strong> Servicer , at the cost of the Borrower, upon it becoming available,<br />
a copy of any Valuation Report prepared in respect of its Secured <strong>Properties</strong> together with a<br />
summary of any such report to be provided to the Rating Agencies provided that a full Valuation<br />
Report shall be provided in respect of each Secured Property at least once every three years and<br />
that a desktop Valuation Report shall be provided in respect of each Secured Property at least once<br />
each year;<br />
• provide, through the Borrowers’ Agent, to each <strong>FCC</strong> Servicer, on each Information Date, a<br />
quarterly certificate (each, a ‘‘Quarterly Operating Report’’) specifying:<br />
• the tenancy schedule for each Secured Property in its Property Portfolio showing, inter alia,<br />
the Occupational Tenants, the relevant units occupied, the vacant units, the total rent payable,<br />
the total rent billed and the amount of rent (if any) which is in arrears, the lease start date and<br />
end date, any early termination options, the next rent review date, the rent review basis, the<br />
Estimated Rental Value of the Secured Property and identifying the changes from the last<br />
tenancy schedule provided;<br />
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