FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(g) (i) a certificate issued by the statutory auditors of the relevant Borrower, if applicable, in form
and substance similar to the initial statutory auditor’s letters issued on or prior to the Closing
Date, and (ii) certificates issued by both the relevant Borrower’s and the relevant Parent
Obligors’ legal representatives (or, if the relevant Parent Obligor is not a body corporate, by
that person) are provided to the relevant FCC Servicer on the date of substitution in respect
of the relevant Incoming Property confirming that on the date on which the relevant Borrower
grants the security referred to in paragraph (d) above, it is solvent and not in a state of
cessation des paiements and, in relation to the certificate referred to in (ii) above, that it has
no knowledge of any circumstance that might lead to such a situation within 18 months from
the date of the substitution, that the relevant Borrower has taken all necessary action to
authorise its entry into, performance and delivery of the security documents mentioned in
paragraph (iv) above and that ‘‘Phase I’’ environmental searches in respect of such property
were carried out without leading to recommendations made by the relevant environmental
consultant for any further investigations which accord with principles of good estate
management practice applicable to a property of a type similar to the Incoming Property;
(h) a notarial report in relation to the Incoming Property dated no earlier than one week prior to the
substitution date (or such earlier date as may be agreed between the relevant FCC Servicer and the
relevant Borrower) and in the form of the reports issued by the Notary to the Issuer on the Closing
Date;
(i) a legal opinion (addressed to the Management Company, copied to the Custodian and to the
relevant FCC Servicer,) from an Approved Firm confirming: (i) that the security interests created
in respect of such Incoming Property as referred to in (d) above is legal, valid, binding and
enforceable under its governing law and that no further steps (other than those steps which such
Approved Firm undertakes to carry out within any applicable time limits, which shall include
submitting necessary applications for registration within appropriate priority periods) are required
to be taken for the attachment and perfection of such security under such law; (ii) that the relevant
Borrower has the capacity to enter into and has duly authorised the execution and entry into of the
document creating such security interests; and (iii) as to such other matters as the Management
Company shall reasonably request in line with usual market practices;
(j) (i) the aggregate Initial Valuation of all Secured Properties in respect of the relevant Borrower
Group which are the subject of a Same Day Substitution Disposal does not exceed, in any
consecutive 12 month period beginning on and including, a Loan Interest Payment Date and
ending on, but excluding, the Loan Interest Payment Date falling in the same month in the
following calendar year, 5 per cent. of the lesser of the aggregate Initial Valuation and the
aggregate Market Value of all Secured Properties in respect of the relevant Borrower Group
taken as at the start of such period;
(ii) the aggregate Initial Valuation of all Secured Properties in respect of the relevant Borrower
Group which are the subject of a Same Day Substitution Disposal, from and including the
Closing Date, does not exceed 15 per cent. of the aggregate Initial Valuation of all Secured
Properties in respect of the relevant Borrower Group taken as at the Closing Date; and
(iii) 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
substitution;
(k) immediately prior to such substitution and immediately after such substitution no Loan Event of
Default or Potential Loan Event of Default has occurred and is continuing; and
(l) (i) the Historical ICR and the Projected ICR in respect of the relevant Borrower Group as at the
Loan Calculation Date immediately prior to such substitution were equal to or greater than
1.2:1;
(ii) based upon the relevant Borrower’s records in respect of the Incoming Property, the Historical
ICR would have been equal to or greater than the level of Historical ICR as at such Loan
Calculation Date had such Incoming Property been included in the calculations of Historical
ICR on such date; and
(iii) the Projected ICR in respect of the relevant Borrower Group will not be reduced below the
level of Projected ICR in respect of the relevant Borrower Group as at such Loan Calculation
Date as a result of the proposed substitution;
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