LCP Proudreed PLC - Irish Stock Exchange

(ii) the making of an administration order in relation to such company; or
(iii) an encumbrancer (excluding, in relation to the Issuer, the Issuer Security Trustee or any
receiver or manager appointed by the Issuer Security Trustee) taking possession of the whole
or any substantial part of the undertaking or assets of such company; or
(iv) a distress, diligence, execution or other process being levied or enforced upon or sued out
against the whole or any substantial part of the undertaking or assets of such company
(excluding, in relation to the Issuer, by the Issuer Security Trustee or any receiver appointed
by the Issuer Security Trustee) and such order, appointment, possession or process (as the case
may be) not being discharged or otherwise ceasing to apply within 14 days; or
(v) the making of an arrangement, composition, reorganisation with or conveyance to or
assignment for the creditors of such company generally or the making of an application to a
court of competent jurisdiction for protection from the creditors of such company generally; or
(vi) the passing by such company of an effective resolution or the making of an order by a court
of competent jurisdiction for the winding up or dissolution of such company (except, in the
case of the Issuer, a winding up for the purpose of a merger, reorganisation or amalgamation
the terms of which have previously been approved either in writing by the Note Trustee or by
an Extraordinary Resolution); or
(vii) the appointment of an Insolvency Official in relation to such company or in relation to the
whole or any substantial part of the undertaking or assets of such company (excluding, in
relation to the Issuer, an administrative receiver or other receiver or manager appointed by the
Issuer Security Trustee pursuant to the Issuer Deed of Charge);
‘‘Insolvency Official’’ means a liquidator, provisional liquidator, administrator (whether appointed
by the court or otherwise), administrative receiver, receiver or manager, nominee, supervisor, trustee
in bankruptcy, conservator, guardian or other similar official in respect of a company or partnership
or in respect of all (or substantially all) of the company’s or partnership’s assets or in respect of any
arrangement or composition with creditors;
‘‘Insolvency Proceedings’’ means the winding-up, dissolution, company voluntary arrangement or
administration of a company or corporation and shall be construed so as to include any equivalent
or analogous proceedings under the law of the jurisdiction in which such company or corporation is
incorporated or of any jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, arrangement,
adjustment, protection or relief from creditors or the appointment of an Insolvency Official;
‘‘Insolvency Regulation’’ means Council Regulation (EC) No. 1346/2000 of 29 May 2000;
‘‘Interest Amount’’ has the meaning given to it in Condition 5(d) (Interest – Determination of Rates
of Interest and Calculation of Interest Amounts);
‘‘Interest Determination Date’’ means the day on which each Interest Period commences or in the
case of the first Interest Period, the Closing Date;
‘‘Interest Payment Date’’ means the 25th day of February, May, August and November in each year,
except if such day is not a Business Day, in which case it shall be the next succeeding Business Day
unless such day falls in the next month, in which case it shall be the preceding Business Day, on
which interest will be paid in respect of the Notes;
‘‘Interest Period’’ means each period from (and including) an Interest Payment Date and ending on
(but excluding) the next Interest Payment Date provided that the first Interest Period shall be the
period from (and including) the Closing Date and ending on (but excluding) the Interest Payment
Date falling in February 2006 and the last Interest Period shall be the period from (and including)
the Interest Payment Date falling in May 2016 and ending on (but excluding) the Final Maturity
Date;
‘‘Investor Report’’ means the report to be prepared quarterly by or on behalf of the Issuer based
upon information provided by or on behalf of each Borrower;
‘‘Irish Paying Agent’’ means HSBC Institutional Trust Services (Ireland) Limited acting through its
office at HSBC House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland;
‘‘Irish Stock Exchange’’ means the Irish Stock Exchange Limited;
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