LCP Proudreed PLC - Irish Stock Exchange

substantially as it has been conducted with effect from the Closing Date, the absence of which
would have a Material Adverse Effect, have been or when required will be obtained, are in
full force and effect and, so far as it is aware, have not been revoked or otherwise terminated
and their terms and conditions have been complied with;
• no conflict existing between the Transaction Documents to which it is a party and applicable
laws, regulations and its constitutional documents;
• no material adverse change in its financial condition since the date on which the final version
of the Information was produced or distributed, as the case may be;
• no litigation, arbitration, administrative proceedings or governmental or regulatory investigations
or proceedings or disputes being current or to its knowledge threatened or pending
which, if adversely determined against it, would be reasonably expected to have a Material
Adverse Effect;
• subject to the Certificate of Title and Overview Reports, no Section 106 agreements or
compulsory purchase orders relating to any Secured Property in the relevant Borrower’s
Property Portfolio;
• no deduction or withholding for or on account of any tax being required to be made from any
payment it may make under the Transaction Documents;
• the accuracy of the information provided to, inter alios, the solicitors who prepared the
Certificates of Title relating to Secured Properties in the relevant Borrower’s Property
Portfolio, the Approved Valuers who prepared the relevant Valuation Report, the relevant
Auditors and the insurance brokers who arranged the Insurance Policy;
• its most recent audited financial statements (to the extent that such financial statements have
been prepared) having been prepared in accordance with generally accepted accounting
principles in the country of its incorporation and giving a true and fair view of the financial
condition of the company; and
• it is able to pay its debts as and when they fall due and it is solvent.
The above representations and warranties will also be repeated on each date on which any Additional
Loan is made to a Borrower and certain of the above representations and warranties will be repeated on
each Loan Interest Payment Date, by reference to the facts and circumstances then existing.
Information Covenants
Each of the Borrowers covenants that it shall:
• obtain and provide to the Borrower Security Trustee, at the cost of the relevant Borrower,
upon it becoming available, a copy of any Valuation Report prepared in respect of the
Secured Properties in its Property Portfolio, provided that during the LTV Reference Period
a full Valuation Report shall be provided in respect of each Secured Property during the first
calendar year of the LTV Reference Period and a desktop Valuation Report shall be provided
in respect of each Secured Property at least once a year thereafter (as taken from the date of
the last Valuation Report), in each case together with a summary of any such report to be
provided to the Noteholders.
• provide to the Borrower Security Trustee, on each Loan Interest Payment Date, a quarterly
certificate specifying:
• the tenancy schedule for each Secured Property in its Property Portfolio showing, inter alia,
the Occupational Tenants, the relevant unit occupied, the total rent payable and the amount
(if any) which is in arrears, the lease start date and end date, any early termination options,
the next rent review date, the rent review basis, the Estimated Rental Value of each unit
and identifying the changes from the last tenancy schedule provided;
• details of the Property Manager fees and any sub-contractor fees;
• details of the amount of any service charge shortfall, in excess of £15,000 per annum in
respect of any Secured Property in its Property Portfolio;
• details of any steps being taken to recover any due but unpaid rental income under any
Occupational Lease, where such due but unpaid rental income exceeds £25,000;
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