LCP Proudreed PLC - Irish Stock Exchange

(ii)
in contravention of any express direction by an Extraordinary Resolution or of a request in
writing made by the holders of not less than 25 per cent. in aggregate Principal Amount
Outstanding of the Most Senior Class of Notes then outstanding.
Notice
(c) Unless the Note Trustee agrees otherwise, any such modification, waiver, authorisation or
determination shall be notified to the Noteholders as soon as practicable thereafter in accordance
with Condition 19 (Notices and Information).
15. SUBSTITUTION OF PRINCIPAL DEBTOR
The Note Trust Deed contains provisions permitting the Note Trustee, without the consent of the
Noteholders, the Couponholders or the Talonholders, but subject to such amendment of the Note Trust
Deed and such other conditions as the Note Trustee may require and the approval of the Irish Stock
Exchange, to agree to the substitution pursuant to Condition 6(c) (Redemption, Purchase and Cancellation
– Optional Redemption for Tax Reasons) of another body corporate in place of the Issuer (or of any
previous substitute) as principal debtor in respect of the Note Trust Deed, the Notes, the Coupons and
the Talons and in connection with any proposed substitution, to a change of the law governing the Notes,
the Coupons, the Talons, the Note Trust Deed and/or any of the other Transaction Documents if, among
other things, any change in governing law will not in the Note Trustee’s opinion, be materially prejudicial
to the interests of the holders of the Most Senior Class of Notes and the Ratings Test is satisfied. Any such
body corporate shall be a newly formed single purpose company which, among other things, undertakes
to be bound by the provisions in the Note Trust Deed, the Notes, the Coupons, the Talons and the other
Transaction Documents which are binding on the Issuer (or any previous substitute).
16. NOTE TRUSTEE AND ISSUER SECURITY TRUSTEE
Determinations Binding
(a) Any modification, waiver, authorisation, determination or calculation made by the Note Trustee or
the Issuer Security Trustee shall be binding on the Noteholders, the Couponholders and the
Talonholders, provided that any determination or calculation made by the Note Trustee pursuant to
Conditions 5(f) (Interest – Determination or Calculation by Note Trustee) or 6(d) (Redemption,
Purchase and Cancellation – Note Principal Payments, Principal Amount Outstanding and Pool
Factor) shall only be binding in the absence of manifest error.
Note Trustee’s and Issuer Security Trustee’s Limitation of Liability and Right to Indemnity
(b) The Note Trust Deed and the Issuer Deed of Charge contain provisions:
(i) giving various powers, authorities and discretions to the Note Trustee and the Issuer Security
Trustee in addition to those conferred by law including those referred to elsewhere in these
Conditions;
(ii) specifying various matters in respect of which the Note Trustee or, as applicable, the Issuer
Security Trustee is to have (A) no duty or responsibility to make any investigation and (B) no
liability or responsibility to the Noteholders, Couponholders or Talonholders in the absence of
wilful default, negligence or fraud or, in the case of certain matters, in any circumstances; and
(iii) entitling the Note Trustee or, as applicable, the Issuer Security Trustee to indemnification or
providing that it is not obliged to take any action at the direction of any person unless it has
been indemnified or otherwise secured to its satisfaction.
Note Trustee, Issuer Security Trustee and Issuer Security
(c) Neither the Note Trustee nor the Issuer Security Trustee shall be responsible for matters relating to
the Issuer Security or the Issuer Charged Property including:
(i) the nature, value, collectability or enforceability of the Issuer Charged Property;
(ii) the registration, perfection or priority of the Issuer Security; or
(iii) the Issuer’s title to the Issuer Charged Property.
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