FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
(or u100,000 for <strong>Proudreed</strong> France SARL, SARL PPMPP or SCI Paris Provinces <strong>Properties</strong>) in<br />
respect of any Borrower and u500,000 in respect of any corporate Parent Obligor that is not also a<br />
Borrower (or u100,000 in respect of SPCR SAS) and is not contested in good faith and released<br />
within 30 days or (ii) any such proceeding affects any Secured Property;<br />
(q) any circumstance or event occurs or arises which could reasonably be expected to have a Material<br />
Adverse Effect;<br />
(r) any Obligor party to a Finance Lease fails to comply or expresses its intention not to comply with<br />
any material provision of any Finance Lease to which it is a party or has made a withdrawal from<br />
the Finance Lease Reserve Account in accordance with the provisions of the Commercial Mortgage<br />
Loan Agreement and has not, within 3 Business Days, credited to the Finance Lease Reserve<br />
Account an amount equal to or greater than the Finance Lease Reserve for the relevant Reference<br />
Period; and<br />
(s) the shareholding structure of a Borrower changes otherwise than pursuant to a share transfer to<br />
another Obligor (other than Jean-Pierre Raynal) or, in the case of shares held by <strong>Proudreed</strong> France<br />
SARL only, to a third party (provided that the Rating Agencies have confirmed that such a transfer<br />
will not have an adverse effect on the ratings assigned to the Notes), provided that in the case of<br />
any such transfer the relevant shares are immediately pledged in favour of the Issuer, represented<br />
by the Management Company, on the same terms as on the Closing Date.<br />
However, if (i) the Loan Events of Default that have occurred fall within the categories mentioned in<br />
paragraphs (c), (d), (e), (i), (k) (o), (p) and (q) above, (ii) certain only (but not all) of the Borrowers are<br />
affected thereby (provided that the aggregate Market Value of their Secured <strong>Properties</strong> does not exceed<br />
10% of the aggregate Market Value of the Secured <strong>Properties</strong> of the relevant Borrower Group as a whole)<br />
and (iii) no other Loan Event of Default other than those referred to in (i) above has occurred and is<br />
continuing, the acceleration of the relevant Commercial Mortgage Loan will be limited to the affected<br />
Borrowers, provided that (a) the affected Borrowers repay in full their portion of the relevant<br />
Commercial Mortgage Loan and (b) the other Borrowers within the same Borrower Group (rateably<br />
among themselves) prepay their portion of the Commercial Mortgage Loan up to an amount equal to the<br />
product of the aggregate principal amount outstanding of the portion of the relevant Commercial<br />
Mortgage Loan of the affected Borrowers and the Overamortisation Percentage.<br />
Disposals of assets and Secured <strong>Properties</strong><br />
Each Borrower shall be entitled to dispose of any asset and of any Secured Property provided that:<br />
(a) the relevant Disposal Property is to be disposed of as a CPO Disposal in connection with a<br />
compulsory purchase order in respect of that Disposal Property; or<br />
(b) the relevant Disposal Property is to be disposed of as an Elected Disposal; or<br />
(c) the relevant Disposal Property is to be disposed of as a Same Day Substitution Disposal made in<br />
accordance with and pursuant to the sub-section entitled ‘‘Same Day Substitution of the Secured<br />
<strong>Properties</strong>’’ below; or<br />
(d) the relevant asset or Disposal Property is to be disposed of as a Minor Disposal,<br />
(each of a CPO Disposal, an Elected Disposal, a Same-Day Substitution Disposal and a Minor Disposal<br />
being a ‘‘Permitted Disposal’’) and provided further that the following conditions are satisfied:<br />
(i) (except in the case of a disposal under paragraph (a) or (b) of the definition of Minor Disposal<br />
or a disposal under paragraph (c) of such definition for a value (on an after tax basis) of less<br />
than u75,000 per annum) an appropriate legal representative of the relevant Borrower has<br />
certified in writing to the relevant <strong>FCC</strong> Servicer (aa) that the relevant disposal is a Permitted<br />
Disposal and (bb) the type of Permitted Disposal.<br />
In the case of an Elected Disposal or a CPO Disposal only, such legal representative must<br />
make such certification at least thirty-five and no more than sixty days prior to the date of the<br />
proposed Elected Disposal or CPO Disposal, as the case may be. In the case of a Same-Day<br />
Substitution Disposal only, such legal representative must make such certifications at least<br />
thirty days prior to the date of the proposed substitution. In the case of a Minor Disposal of<br />
a Disposal Property only, such legal representative must make such certifications at least ten<br />
days prior to the date of the proposed Minor Disposal;<br />
70