FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

taking into account any rent guarantees or surety given on account of rent) (by reference to all
Secured Properties belonging to the relevant Borrower Group as a whole) and, except in the case
of a replacement Occupational Lease entered into following a surrender of an existing Occupational
Lease, having regard to the market conditions as at such time);
• to ensure that all rent reviews carried out for an Occupational Lease existing in respect of a Secured
Property are carried out on arm’s length terms and to maintain the quality, rental income and value
of the Secured Properties by reference to the Secured Properties of the relevant Borrower Group
taken as a whole;
• to maintain insurance and/or procure that the relevant Occupational Tenants maintain insurance in
respect of all its properties (including Secured Properties) in accordance with the terms of the
Transaction Documents;
• to notify the relevant FCC Servicer of any occurrence of a Loan Event of Default or Potential Loan
Event of Default;
• if the Property Manager breaches or fails to observe or perform any material obligation or
undertaking under the Property Management Agreement or if there is a change in the shareholding
structure of the Property Manager such that Ringmerit Limited and Proudreed France SARL no
longer hold at least 75 per cent. of the shares and voting rights of the Property Manager (unless each
of the Rating Agencies has confirmed that such change of control will not have an adverse effect on
the ratings of the Notes), then, if the Management Company so requires, the Borrower shall as soon
as reasonably practicable and, in any event, within 60 days of such date appoint a replacement
Property Manager satisfactory to the Management Company and the Rating Agencies on
substantially the same terms;
• not to acquire any assets or subsidiaries or business unless in accordance with and pursuant to the
terms of the Transaction Documents (which permit, in particular, Same-Day Substitution Disposals
and the exercise by the relevant Borrowers of their purchase options under the Finance Leases);
• not to make any substantial change to the general nature of its business from that carried on at the
Closing Date;
• not to allow any amounts owed to creditors other than creditors in respect of the Transaction
Documents to exceed, in aggregate, u50,000 (or u100,000 for Proudreed France SARL, SARL
PPMPP and SCI Paris Provinces Properties) to remain outstanding for a period of greater than
30 days, except for any claims contested in good faith;
• not to enter into any amalgamation, demerger, merger or corporate reconstruction or make any
alterations to its group structure without the prior written consent of the Management Company
unless each of the Rating Agencies has confirmed that such amalgamation, demerger, merger or
corporate reconstruction will not have an adverse effect on the rating of the Notes;
• not to carry out and/or agree to any development, extension, refurbishment and/or alterations to a
Secured Property (each a ‘‘Development’’) unless (a) the proposed Development is permitted by
the terms of the relevant Occupational Lease and the Transaction Documents, (b) if the proposed
Development is a Minor Development, the sum of (i) the cost of the proposed Development (as
reasonably estimated and documented by the Borrowers’ Agent) that will be incurred during any
Reference Year and (ii) the cost already incurred or that will be incurred (in the case of the latter,
as reasonably estimated and documented by the Borrowers’ Agent) during any Reference Year in
respect of all other Minor Developments completed or being undertaken by the relevant Borrower
and/or any other Borrowers in the same Borrower Group will not exceed 10 per cent. of the
applicable Reference Amount, (c) if the proposed Development is a Major Development, it is a
Permitted Development and the relevant Borrower has issued and delivered a certificate to the
FCC Servicer confirming the same and (d) if the estimated cost of the proposed Development (as
reasonably estimated and documented by the Borrowers’ Agent) is in excess of u2,000,000, each of
the Rating Agencies have confirmed in writing (addressed or copied) to the Management Company
that the rating of the existing Notes will not be downgraded, placed on ‘‘credit watch’’ with negative
implications or withdrawn as a result of the proposed Development, provided that the requirements
set out in (b) will not apply to any proposed Minor Development in respect of a damaged or
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