FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
SUMMARY OF PRINCIPAL DOCUMENTS<br />
Below is a summary of the key features of the principal Transaction Documents. The information in this<br />
section does not purport to be complete and is qualified in its entirety by reference to the detailed<br />
information appearing elsewhere in this Offering Circular. Prospective purchasers of the Notes are advised<br />
to read carefully and to rely, in addition, on the detailed information appearing elsewhere in this Offering<br />
Circular in making any decision whether or not to invest in any Notes.<br />
1. The Commercial Mortgage Loan Agreements<br />
Each Paris <strong>Properties</strong> Borrower and the relevant Parent Obligors entered into a Commercial Mortgage<br />
Loan Agreement on 21 October <strong>2005</strong> with Société Générale. Each <strong>Proudreed</strong> France Borrower and the<br />
relevant Parent Obligors entered into a Commercial Mortgage Loan Agreement on 21 October <strong>2005</strong> with<br />
CCF.<br />
Pursuant to the terms of each Commercial Mortgage Loan Agreement, the Lenders have agreed subject<br />
to the satisfaction of certain conditions precedent, to advance a loan to the Borrowers on the Closing<br />
Date.<br />
The proceeds from each Commercial Mortgage Loan will be used by each Borrower on the Closing Date<br />
for the purpose stated in ‘‘Principal Characteristics of the Commercial Mortgage Loans’’ above.<br />
Limited Joint and Several Liability of the Obligors<br />
Without prejudice to its own obligations under the relevant Commercial Mortgage Loan Agreement and<br />
the other Transaction Documents, each Borrower will be jointly and severally liable for all the obligations<br />
of the other Borrowers within the same Borrower Group under the Transaction Documents. The liability<br />
of each Borrower in respect of the obligations of other Borrowers within the same Borrower Group will<br />
be limited, at any time, to the lesser of (a) an amount equal to the then-current principal amount<br />
outstanding of the relevant Borrower under the relevant Commercial Mortgage Loan Agreement and (b)<br />
the net asset value of the relevant Borrower, after taking into account its then-current principal amount<br />
outstanding under the relevant Commercial Mortgage Loan Agreement.<br />
Interest on the Commercial Mortgage Loans<br />
The rate of interest on each Commercial Mortgage Loan in respect of any Loan Interest Period will be<br />
the rate determined by the Management Company to be the applicable Issuer Cost of Funds in respect<br />
of that Commercial Mortgage Loan and that Loan Interest Period.<br />
The rate of interest on each Commercial Mortgage Loan will be re-calculated following any prepayment<br />
of the Notes.<br />
Pursuant to the terms of each Commercial Mortgage Loan Agreement, interest will be paid by each<br />
Borrower quarterly in arrear on each Loan Interest Payment Date.<br />
Repayment of the Commercial Mortgage Loans<br />
Subject to any early prepayment of a Commercial Mortgage Loan in accordance with the terms of the<br />
relevant Commercial Mortgage Loan Agreement, the Commercial Mortgage Loans will be repaid in full<br />
on the Interest Payment Date falling in August 2014.<br />
(a) Each Borrower shall (or, in the case of paragraphs (vi), (vii) and (viii) below, may), if applicable<br />
upon giving the requisite prior written notice (as specified below) to, inter alios, the relevant <strong>FCC</strong><br />
Servicer and the Management Company, prepay its Commercial Mortgage Loan:<br />
(i) in part on any Loan Interest Payment Date, if (A) any interest in any Secured Property is<br />
disposed of whether as a result of a compulsory purchase or as a result of an Elected Disposal<br />
as permitted pursuant to and in accordance with the terms of the relevant Commercial<br />
Mortgage Loan Agreement without a Secured Property being substituted on the same day by<br />
that Borrower, or (B) all or any of the shares of a Borrower are disposed of, the Prepayment<br />
Amount being calculated in accordance with the terms of that Commercial Mortgage Loan<br />
Agreement and as further described below, provided that, (1) if an Elected Disposal occurs<br />
on a date other than a Loan Interest Payment Date, prepayment must be made on the date<br />
on which title to the relevant Secured Property is transferred to the Purchaser or, if earlier, the<br />
date on which sale proceeds are received by the Borrower and (2) if a disposal of shares<br />
occurs on a date other than a Loan Interest Payment Date, prepayment must be made on the<br />
59
Change language