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