FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

The ‘‘Due Diligence Criteria’’ referred to above shall consist of the following:
(a) a review of full tenancy schedules for each proposed Incoming Property including, inter alia, the
name of each Occupational Tenant, the relevant unit occupied, the total rent payable, the rent per
square meter, the lease start date and end date, any early termination options, the next rent review
date, the rent renewal basis and the estimated rental value of each unit so far as they are available;
(b) a review of the last three years of rental income for each current Occupational Tenant so far as they
are available;
(c) a review of the last two years of financial statements and projected budget for each proposed
Incoming Property, including a review of how the rental income and service charges are treated if
available;
(d) a review of the tax charges in relation to each proposed Incoming Property, including reviewing
copies of current tax statements and details of payments being made by instalments plus
confirmation that the local authority will be notified on completion and issue refunds for
overpayment if available;
(e) a review of accounting information, including details of Occupational Tenants paying by standing
order/bank transfer, any cash handling on site and details of periodic charges if any;
(f) a review of all insurance policies, including details of any claims outstanding and pending, details of
insurers and policy numbers for the last five years, if available, and details of apportionment of
premium and method of recovery; and
(g) if relevant, a review of the environmental, structural, mechanical and engineering reports and fire
certificates in place in respect of the relevant property at the relevant time.
Governing law
Each Commercial Mortgage Loan Agreement will be governed by French law.
2. The Related Rights
Notarised mortgage deeds
Notarised mortgage deeds (the ‘‘Notarised Deeds’’) will be entered into on the Closing Date between the
Lenders and the Borrowers with the participation of the Borrowers’ existing bank lenders whose loans are
to be refinanced by the Commercial Mortgage Loans (respectively, the ‘‘Existing Lenders’’ and the
‘‘Existing Loans’’), for the purpose of:
(a) notarising the Commercial Mortgage Loan Agreements (dépôt au rang des minutes avec
reconnaissance d’écriture et de signatures);
(b) subrogating the Lenders to the rights of the Existing Lenders in respect of the Existing Loans, and
in particular transferring to the Lenders the mortgages (hypothèques conventionnelles) and lender’s
liens (privilèges du prêteur de deniers) existing over the Secured Properties and securing the Existing
Loans;
(c) granting to the Lenders additional mortgages (hypothèques conventionnelles) over the Borrowers’
Secured Properties as security for the Borrowers’ obligations as borrowers in respect of the
Commercial Mortgage Loans (as to which see ‘‘Obligor Security’’ below); and
(d) releasing the other existing security interests securing the Existing Loans, to be replaced by the
other security interests created pursuant to the Commercial Mortgage Loan Agreements (as to
which see ‘‘Obligor Security’’ below).
Obligor Security (mortgage security)
Pursuant to each Commercial Mortgage Loan Agreement and the related Notarised Deeds, the following
security interests shall be transferred by means of subrogation to or, as the case may be, granted for the
benefit of, the Lenders on the Closing Date and shall be assigned, on such date, by the Lenders to the
Issuer together with the Receivables:
(a) the mortgages (hypothèques conventionnelles) and lender’s liens (privilèges du prêteur de deniers)
existing over the Secured Properties of each Borrower and securing the Existing Loans of that
Borrower, which will be transferred by means of subrogation to the relevant Lender as security for
all obligations of that Borrower (as borrower and not as guarantor of any other Borrower) to that
Lender in respect of the relevant Commercial Mortgage Loan; and
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