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102
EC World Real Estate Investment Trust ANNUAL REPORT 2016
NOTES TO THE
Financial Statements
For the Financial Year ended 31 December 2016
18. Borrowings (continued)
Onshore facilities (continued)
vii) an assignment of all present and future rights and interests of the Onshore Borrowers in relation to inter-
company debts and shareholder loans made by the Offshore Guarantor (ECW) and/or the Singapore
Holding Companies (which consists of Fullwealth Investment Pte. Ltd., Richwin Investment Pte. Ltd., Prorich
Investment Pte. Ltd., Richport Investment Pte. Ltd. and Magnasset Investment Pte. Ltd.);
viii) a subordination deed in relation to the inter-company debts and shareholder loans made to the Onshore
Borrowers and/or the Onshore Guarantors; and
ix)
any other security as may be reasonably required by the lenders.
Offshore Facility
The Offshore borrower is ECW and as at 31 December 2016, the S$200million three-year syndicated term loan
secured by:
i)
an unconditional and irrevocable guarantee from the Singapore Holding Companies (which consists of
Fullwealth Investment Pte. Ltd., Richwin Investment Pte. Ltd., Prorich Investment Pte. Ltd., Richport Investment
Pte. Ltd. and Magnasset Investment Pte. Ltd.) on a joint and several basis;
ii)
a first ranking pledge over the entire issued share capital of each of the Singapore Holding Companies;
iii)
a first ranking pledge over the entire issued equity interest of each of the PRC Property Companies (which
consists of Hangzhou Chongxian Port Investment Co., Ltd., Hangzhou Bei Gang Logistics Co., Ltd., Hangzhou
Fu Zhuo Industrial Co., Ltd., Hangzhou Fu Heng Warehouse Co., Ltd. and Zhejiang Hengde Sangpu Logistics
Co., Ltd.);
iv)
a first priority account charge over all bank accounts of ECW (as the “Offshore Borrower”) relating to and/or
in connection with the IPO Properties and its existing revenue amount, operating account and fixed deposit
account, and all bank accounts of the Singapore Holding Companies;
v)
a first fixed and floating charge and debenture over all the assets of the Offshore Borrower relating to and/or
in connection with the IPO Properties, and over all of the assets of the Singapore Holding Companies (other
than the dividends attributable solely to revenue from Stage 2 Properties), including the assignment of all
the rights and benefits under all material contracts, inter-company loans, property management agreement
and hedging agreements; and
vi)
a subordination in relation to inter-company debts and shareholder loans made by ECW or any of its
subsidiaries other than shareholder’s loan obtained solely in relation to future property acquisition.
The Onshore Facilities and the Offshore Facilities have cross-default provisions, where an event of default of the
Offshore Facility shall automatically trigger a cross default on the Onshore Facilities and vice versa.