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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.