LCP Proudreed PLC - Irish Stock Exchange
LCP Proudreed PLC - Irish Stock Exchange
LCP Proudreed PLC - Irish Stock Exchange
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Removal and Replacement of Note Trustee and Issuer Security Trustee<br />
(d) There shall at all times be a Note Trustee and a Issuer Security Trustee and the Note Trust Deed and<br />
the Issuer Deed of Charge provide that the retirement or removal of any Note Trustee or Issuer<br />
Security Trustee shall not become effective unless and until a replacement Note Trustee or Issuer<br />
Security Trustee (as the case may be) is appointed.<br />
17. AGENTS<br />
Paying Agents and Agent Bank Solely Agents of Issuer<br />
(a) In acting under the Agency Agreement and in connection with the Notes, the Coupons or the<br />
Talons, the Paying Agents and the Agent Bank act solely as agents of the Issuer and (to the extent<br />
provided in the Agency Agreement) the Note Trustee and neither the Paying Agents nor the Agent<br />
Bank shall be under any fiduciary duty or other obligation towards, or have any relationship of<br />
agency or trust for or with, any of the Noteholders, Couponholders or Talonholders.<br />
Determinations Binding<br />
(b) Any determination or calculation made by the Agent Bank shall be binding on the Noteholders, the<br />
Couponholders and the Talonholders in the absence of manifest error, breach of contract or<br />
negligence.<br />
18. REPLACEMENT OF NOTES, COUPONS AND TALONS<br />
If any Note, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at<br />
the specified office of any of the Paying Agents upon payment by the claimant of the costs and<br />
expenses incurred in connection with such replacement and on such terms as to evidence, security,<br />
indemnity and otherwise as the Issuer and/or the relevant Paying Agent may reasonably require.<br />
Mutilated or defaced Notes, Coupons or Talons must be surrendered before replacements will be<br />
issued.<br />
19. NOTICES AND INFORMATION<br />
Valid Notices<br />
(a) Any notice to Noteholders shall be validly given if it is published in a leading English language daily<br />
newspaper having general circulation in London (which is expected to be the Financial Times) or,<br />
if this is not practicable, in another leading English language newspaper as the Note Trustee shall<br />
approve having general circulation in London. Any such notice shall be deemed to have been given<br />
to Noteholders on the date of such publication or, if published more than once or on different dates,<br />
on the first date on which publication is made in the manner required in the newspaper referred to<br />
above.<br />
Notices While Notes in Global Form<br />
(b) For so long as any of the Notes are represented by a Global Note and such Global Note is held on<br />
behalf of Euroclear and/or Clearstream, Luxembourg, notices to Noteholders may be given by<br />
delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be)<br />
for communication to the relevant accountholders rather than by publication as required by<br />
Condition 19(a) (Notices and Information – Valid Notices). Any notice delivered to Euroclear and/or<br />
Clearstream, Luxembourg shall be deemed to have been given to Noteholders on the date on which<br />
such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be). So long<br />
as the Notes are listed on the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong> and the rules of that exchange so require, notices<br />
will also be published in a leading English language daily newspaper having general circulation in<br />
the United Kingdom (which is expected to be the Financial Times).<br />
Notices on Screen Page<br />
(c) Any notice specifying an Interest Payment Date, a Rate of Interest, an Interest Amount, a Note<br />
Principal Payment, a Principal Amount Outstanding or a Pool Factor or specifying that a Note<br />
171