FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Account and the related Disposal Expenses (if any) shall be paid from such account in accordance with
the applicable Obligor Priority of Payments.
Same-Day Substitution of the Secured Properties
If the relevant Borrower elects to effect a Same Day Substitution Disposal of a Secured Property, the
Borrower shall identify a property which is available to be substituted on the same day for the relevant
Secured Property and give notice of it to the relevant FCC Servicer.
A Same-Day Substitution Disposal shall only be permitted if the following criteria (the Substitution
Criteria) are satisfied, and if so satisfied, the relevant FCC Servicer shall permit the Same-Day
Substitution Disposal:
(a) a certificate is provided by the relevant Borrower to the relevant FCC Servicer confirming that:
(i) the Investment Value (on arm’s length terms) of the Incoming Property, at the relevant time is
at least the same as the Investment Value (calculated on an arm’s length basis) of the Outgoing
Property;
(ii) the relevant Borrower has complied with the Due Diligence Criteria and has acted in a manner
which would be adopted by a reasonably prudent purchaser of property of a similar type to the
relevant property to be acquired;
(iii) all stamp duty, stamp duty land tax or similar transfer or registration tax and any irrecoverable
VAT and all other related costs and expenses (if any) which are or might reasonably be
expected to be or become payable by the relevant Borrower in connection with such Incoming
Property and/or substitution will be paid or provided for in cash on the date of substitution by
or on behalf of the Borrower (provided that if a satisfactory tax opinion in relation to any such
stamp duty, stamp duty land tax or similar transfer or registration tax is delivered to the
relevant FCC Servicer then no provision needs to be made); and
(iv) all costs in connection with the Same-Day Substitution Disposal have been provided for in the
relevant Borrower Junior Expenses Account and will be paid on their due date by or on behalf
of the relevant Borrower;
(v) the Incoming Property is a property within at least one of the industrial, retail or office sectors;
(b) a copy of all reviews and reports completed as part of the Due Diligence Criteria is delivered to the
relevant FCC Servicer which is in an agreed form and which the relevant FCC Servicer may rely on
as delivered by the Property Manager or the relevant Borrower;
(c) the proposed acquisition and holding structure of such Incoming Property is in a form and substance
that is acceptable to the relevant FCC Servicer with the consent of the Management Company
(acting reasonably);
(d) the Incoming Property is located in Metropolitan France;
(e) a notarised deed granting the relevant Issuer a first-rank mortgage (hypothèque conventionnelle)
over the Incoming Property (with ancillary costs set at 7% of the secured debt and a delegation of
insurance proceeds under article 1.121-13 of the Insurance Code) is validly entered into on the date
of the substitution, as is an assignment by way of security (under articles 1689 et seq. of the Civil
Code) transferring to the relevant Issuer title to the present and future claims of the relevant
Borrower against the tenants or other occupants of the Incoming Property and its present and
future claims (to the extent assignable) under all insurance policies relating to the Incoming
Property;
(f) a copy of the most recent Valuation Report for such Incoming Property which (A) is addressed and
delivered to the relevant FCC Servicer such Valuation Report to be prepared by an Approved
Valuer appointed by the Property Manager with the consent of the relevant FCC Servicer (B) was
issued no more than one month prior to the date of the relevant Borrower’s certificate (or such
longer period as may be agreed in writing by the relevant FCC Servicer) and (C) confirms that the
reports (if any) on environmental and (if required in the opinion of the Approved Valuer) structural
due diligence carried out in respect of such property, and any deficiencies in the title to such
property (in each case of which the Approved Valuer has been notified prior to the date of such
Valuation Report), have been taken into account by the Approved Valuers in reaching their
determination of the Market Value of such property;
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