FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(ii) in the case of a Minor Disposal, or an Elected Disposal , no Loan Event of Default or Potential
Loan Event of Default has occurred and is continuing (or which has not been waived) at the
time of the relevant disposal or will occur as a result of such disposal, but provided that the
non-satisfaction of the condition set out in this paragraph (ii) will not in and of itself prohibit
the relevant Borrower from proceeding with the proposed disposal if (a) no Loan Enforcement
Notice has been given as at the effective date of the disposal, (b) simultaneously with
completion of a Minor Disposal or an Elected Disposal, that Borrower prepays its Commercial
Mortgage Loan by an amount equal to the Allocated Loan Amount of the Disposal Property,
(c) simultaneously with completion of a Minor Disposal or an Elected Disposal, each of the
Borrowers (including that Borrower, unless the Disposal Property is its sole Secured Property)
prepays the relevant Commercial Mortgage Loan in an amount equal to its pro rata share of
the product of the Allocated Loan Amount of the Disposal Property and the Overamortisation
Percentage, (d) all other amounts payable upon the aforementioned prepayments (including
breakage costs) are paid simultaneously with completion of the disposal and (e) such
prepayments, or any disposal giving rise to such prepayments, would cure a Loan Event of
Default or Potential Loan Event of Default;
(iii) in the case of an Elected Disposal, the proposed disposal is a transaction which is on arm’s
length commercial terms and the full amount of the consideration payable in respect of such
Elected Disposal will be paid in cash immediately upon completion of such disposal;
(iv) in the case of an Elected Disposal, the Net Cash Proceeds (together with any equity
contribution made in cash, provided that the Borrower is not aware of financial difficulties
affecting the person making the equity contribution) will not be less than the aggregate of (a)
the Allocated Loan Amount of the Disposal Property and (b) the product of that Allocated
Loan Amount and the Overamortisation Percentage;
(v) in the case of any Elected Disposal or Same-Day Substitution Disposal, the Borrower shall
have procured in its own favour a release from all of the Borrower’s liabilities (whether
existing or future) to Occupational Tenants arising out of any documentation between it and
the Occupational Tenants relating to the relevant Disposal Property or, to the extent unable
to procure such a release by reason of applicable law, an indemnity from the purchaser in
respect of such liabilities; and
(vi) in the case of Same-Day Substitution Disposals all Substitution Criteria are satisfied.
The relevant FCC Servicer must notify the relevant Borrowers’ Agent and the Property Manager no later
than five Business Days before the proposed Disposal Date whether the relevant conditions set out above
have been satisfied. Subject to delivery of such a notice to the effect that such conditions have been
satisfied, the relevant FCC Servicer with the consent of the Management Company will be required to
release all the Encumbrances granted in respect of the relevant Disposal Property and all related
Occupational Leases at the relevant time on the relevant Disposal Date.
Upon completion of a Permitted Disposal that is an Elected Disposal, the relevant Borrower shall (after
having made the relevant mandatory prepayment of the Commercial Mortgage Loan in accordance with
the terms thereof and after having paid any related accrued interest and other amounts) ensure that the
balance of the corresponding Gross Cash Proceeds are transferred into the Borrower Transaction
Account and the related Disposal Expenses shall be paid from such account in accordance with the
applicable Obligor Priority of Payments.
Upon completion of a Permitted Disposal that is a CPO, the relevant Borrower (together with, in respect
of the amount corresponding to the product of the Overamortisation Percentage and the relevant
Allocated Loan Amount, the other Borrowers of the same Borrower Group) shall be obliged, as of the
immediately following Loan Interest Payment Date, to repay the Commercial Mortgage Loan in amount
equal to the relevant Prepayment Amount, and shall transfer the corresponding Gross Cash Proceeds
upon receipt to its Borrower Transaction Account. On such immediately following Loan Interest Payment
Date (after having made the relevant mandatory prepayment of the Commercial Mortgage Loan in
accordance with the terms thereof and after having paid any related accrued interest and other amounts)
the Borrower may pay any related Disposal Expenses (to the extent not already paid) out of its Borrower
Transaction Account in accordance with the applicable Obligor Priority of Payments.
Upon completion of a Permitted Disposal that is a Minor Disposal, the relevant Borrower shall ensure
that the balance of the corresponding Gross Cash Proceeds are transferred into the Borrower Transaction
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