FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

destroyed Secured Property to be financed from insurance proceeds received in respect of the
relevant Secured Property and applied in accordance with the terms of the relevant Commercial
Mortgage Loan Agreement, the requirements in (d) will not apply to the proposed Development
of the Secured Property located at Vaires-sur-Marne, and all references to ‘‘cost’’ are to cost
excluding VAT;
• not to create (or agree to create) or permit to subsist any Encumbrance (unless arising by operation
of law) or enter into any arrangement having a similar effect to an Encumbrance (whether by way
of finance lease, or otherwise) whatsoever over all or any of its present or future revenues or assets
(including any uncalled capital) or its undertaking of which it is the legal owner or has an interest,
other than a Permitted Encumbrance or save as provided for in the Obligor Security Documents (if
applicable to it);
• not make or permit any sale, transfer, lease, parting with possession, sharing of occupation or other
disposal whatsoever other than by way of a Permitted Disposal or an Occupational Lease that is a
Permitted Occupational Lease;
• not to terminate any Occupational Lease or consent to or permit an amendment, assignment,
assignation or surrender of an Occupational Lease, save to the extent such Occupational Lease
imposes an obligation not to unreasonably withhold consent to the same or does not permit the
refusal of the same provided that each Borrower shall be permitted within any 12 month period to
permit the surrender of Occupational Leases up to an aggregate Estimated Rental Value of
5 per cent. of the total Estimated Rental Value of all the Secured Properties belonging to the
relevant Borrower Group as at the Closing Date. Where an Occupational Lease is so surrendered
and a replacement Occupational Lease with an Occupational Tenant of similar quality to the
original Occupational Tenant is entered into contemporaneously with such surrender by the
Borrower in respect of the same portion of the affected Secured Property, such surrendered
Occupational Lease shall not count towards such 5 per cent. limit if such replacement Occupational
Lease, inter alia, (i) is substantially the same terms as the original Occupational Lease (in particular
as to term and type of lease) and (ii) does not reduce the aggregate Gross Rental Income receivable
in respect of the Secured Properties belonging to the Borrower and is entered into such as to be in
accordance with the preceding paragraph;
• not to enter into any contract, transaction or other arrangement, save as permitted by the
Transaction Documents;
• not to incur any additional financial indebtedness unless such indebtedness is in accordance with the
terms of the Transaction Documents; and
• not to employ any person or persons or set up a pension fund in respect of any such person or
persons.
Loan Events of Default
Each Commercial Mortgage Loan Agreement contains events (each, a ‘‘Loan Event of Default’’) that
may lead to a default and acceleration of any amounts outstanding under that Commercial Mortgage
Loan Agreement (but not the other Commercial Mortgage Loan Agreement) which are as follows:
(a)
(b)
(c)
any Obligor fails to pay on the due date any amount payable pursuant to the Transaction
Documents unless its failure to pay is caused by an administrative or technical error and payment
is made within three Business Days of its due date (or in the case of interest, costs and expenses,
payment is made within five Business Days of its due date;
either of the Historical ICR or the Projected ICR is less than 1.2:1 on any Loan Calculation Date
and the remedial actions required to be taken as a result in accordance with the terms of the
Commercial Mortgage Loan Agreement have not been taken within 10 Business Days of the
relevant Loan Calculation Date;
any Obligor or the Borrowers’ Agent fails to comply with any of the obligations applicable to it
under the Financing Documents (other than those referred to in (a) and (b) above) and such non
compliance, if capable of remedy, is not remedied promptly and in any event within 10 Business
Days of the earlier of (i) the date on which the relevant Obligor (or, as the case may be the
Borrowers’ Agent) ought reasonably to have been aware of its failure to comply with such
obligation and (ii) the date it was notified of its failure to comply with such obligation;
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