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LCP Proudreed PLC - Irish Stock Exchange

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(e) the making of an arrangement, composition, reorganisation with or conveyance to or assignment for<br />

the creditors of such company generally or the making of an application to a court of competent<br />

jurisdiction for protection from the creditors of such company generally; or<br />

(f) the passing by such company of an effective resolution or the making of an order by a court of<br />

competent jurisdiction for the winding up or dissolution of such company (except, in the case of the<br />

Issuer, a winding up for the purpose of a merger, reorganisation or amalgamation the terms of which<br />

have previously been approved either in writing by the Note Trustee or by an Extraordinary<br />

Resolution); or<br />

(g) the appointment of an Insolvency Official in relation to such company or in relation to the whole or<br />

any substantial part of the undertaking or assets of such company (excluding, in relation to the<br />

Issuer, an administrative receiver or other receiver or manager appointed by the Issuer Security<br />

Trustee pursuant to the Issuer Deed of Charge);<br />

Insolvency Official means a liquidator, provisional liquidator, administrator (whether appointed by the<br />

court or otherwise), administrative receiver, receiver or manager, nominee, supervisor, trustee in<br />

bankruptcy, conservator, guardian or other similar official in respect of a company or partnership or in<br />

respect of all (or substantially all) of the company’s or partnership’s assets or in respect of any<br />

arrangement or composition with creditors;<br />

Insolvency Proceedings means the winding-up, dissolution, company voluntary arrangement or administration<br />

of a company or corporation and shall be construed so as to include any equivalent or analogous<br />

proceedings under the law of the jurisdiction in which such company or corporation is incorporated or of<br />

any jurisdiction in which such company or corporation carries on business including the seeking of<br />

liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection<br />

or relief from creditors or the appointment of an Insolvency Official;<br />

Insolvency Regulation means Council Regulation (EC) No. 1346/2000 of 29 May 2000;<br />

Insurance Policy means, in respect of any Borrower, each of the policies of insurance set out in the<br />

Borrower Deed of Charge relating to the relevant Commercial Mortgage Loan Agreement and any<br />

policies of insurance (other than the policies of life assurance or life insurance) taken out by or on behalf<br />

of any Borrower (including any insurances taken out by landlords or Occupational Tenants) and any<br />

replacement policies thereof, in which any Borrower may now or hereafter have an interest;<br />

Insurance Proceeds Account means the deposit account held with the Account Bank in the name of the<br />

relevant Borrower with account number 59426381 (in the case of <strong>LCP</strong> Real Estate) or account number<br />

59427023 (in the case of <strong>Proudreed</strong> Real Estate);<br />

Insurer Rating Criteria means a rating of ‘‘A’’ or its equivalent (or better) for long term debt obligations<br />

from both Fitch and S&P;<br />

Intellectual Property means all rights to patents, trademarks, business names, know-how and other<br />

intellectual property rights whether arising through ownership, licence or use and whether registered,<br />

subject to registration or otherwise;<br />

Interest Amount has the meaning given to it in Condition 5(d) (Interest – Determination of Rates of Interest<br />

and Calculation of Interest Amounts);<br />

Interest Determination Date means the day on which each Interest Period commences or in the case of the<br />

first Interest Period, the Closing Date;<br />

Interest Payment Date means the 25th day of February, May, August and November in each year, except<br />

if such day is not a Business Day, in which case it shall be the next succeeding Business Day unless such<br />

day falls in the next month, in which case it shall be the preceding Business Day, on which interest will<br />

be paid in respect of the Notes;<br />

Interest Period means each period from (and including) an Interest Payment Date and ending on (but<br />

excluding) the next Interest Payment Date provided that the first Interest Period shall be the period from<br />

(and including) the Closing Date and ending on (but excluding) the Interest Payment Date falling in<br />

February 2006 and the last Interest Period shall be the period from (and including) the Interest Payment<br />

Date falling in May 2016 and ending on (but excluding) the Final Maturity Date;<br />

Investment Value means the Market Value of the applicable property subject to the terms of the relevant<br />

Occupational Leases (which are assumed to exist when valuing an Incoming Property);<br />

192

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