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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Liquidation of the Issuer<br />
Liquidation Procedures<br />
Pursuant to Article L. 214-49 of the French Monetary and Financial Code, the Management Company<br />
shall liquidate the Issuer no later than six months following the last Receivable held by the Issuer being<br />
extinguished (the ‘‘Issuer Liquidation Date’’).<br />
The Management Company may declare the liquidation of the Issuer in the case of the occurrence of any<br />
of the following events as provided under Article R.214-107 of the French Monetary and Financial Code:<br />
(a) the liquidation of the Issuer is in the interest of the Unitholders and Noteholders;<br />
(b) the aggregate principal outstanding amount of the unmatured Receivables (créances non échues)<br />
transferred to the Issuer falls below ten per cent of the maximum aggregate principal outstanding<br />
amount of the unmatured Receivables acquired by the Issuer since the Closing Date; or<br />
(c) the Units and Notes issued by the Issuer are held by only one holder and the liquidation is requested<br />
by such holder.<br />
Clean-up offer and repurchase price of the Receivables:<br />
Upon the occurrence of any of the liquidation events referred to above, the Management Company shall<br />
immediately notify in writing the Sellers, with a copy to the Custodian, of the occurrence of such<br />
liquidation event and use its best endeavours to assign the remaining outstanding Receivables to a credit<br />
institution or such other entity authorised by the French law and regulations to acquire the Receivables,<br />
provided that the repurchase price applicable to the retransfer of the Receivables is equal to the market<br />
value of such Receivables, and that such repurchase price shall in any event be sufficient so as to allow<br />
the Management Company to pay all principal and interest amounts due and payable in respect of the<br />
outstanding Notes and Units together with the payment of all amounts due under the Liquidity Facility<br />
Agreement and the Hedging Agreements, after the payment of all liabilities of the Issuer ranking higher<br />
in the relevant Issuer Priority of Payments, failing which such retransfer of the Receivables shall not take<br />
place.<br />
The Management Company shall liquidate the Issuer upon the assignment of the Receivables; such<br />
liquidation is not conditional upon the payment in full of all of the creditors’ debts against the Issuer,<br />
except in respect of the Noteholders and Unitholders.<br />
The Management Company shall be responsible for the Issuer’s liquidation procedure. For this purpose,<br />
it shall be vested with the broadest powers: (i) to sell the Issuer’s assets, (ii) to pay any outstanding Fees<br />
and Expenses, (iii) to pay any of the Issuer’s creditors in accordance with the relevant Issuer Priority of<br />
Payments, and (iv) to distribute any residual monies.<br />
The statutory auditor of the Issuer and the Custodian shall continue to exercise their functions until the<br />
completion of the Issuer’s liquidation procedure.<br />
Any liquidation surplus shall be paid to the Unitholders in accordance with the relevant Issuer Priority<br />
of Payments.<br />
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