LCP Proudreed PLC - Irish Stock Exchange

or below 70 per cent. without having regard to some or all of the amounts so credited, the applicable LTV
Required Amount will be reduced accordingly and the Cash Manager will be obliged to transfer any
amounts standing to the credit of the ‘‘LTV reserve ledger’’ in excess of the LTV Required Amount to the
relevant Borrower Transaction Account on the immediately following Loan Interest Payment Date.
A failure by a Borrower to maintain its LTV Ratio at or below 70 per cent. during the LTV Reference
Period is not capable of constituting a Loan Event of Default.
General Covenants
Pursuant to the terms of each Commercial Mortgage Loan Agreement, the Borrowers, and only in certain
cases the Parent Obligors, will give certain covenants (which may be limited by certain materiality
qualifications) including, without limitation:
• to take such steps as appropriate with a view to ensuring that a tenant keeps and maintains,
in good and substantial repair and condition (fair wear and tear excepted), the Secured
Properties and, upon the failure by a tenant to so do, to keep and maintain, in good and
substantial repair and condition (fair wear and tear excepted), the Secured Properties;
• to take such steps as are appropriate with a view to ensuring that a tenant complies in all
material respects with laws and regulations relating to or affecting the Secured Properties
(including in relation to environmental and planning laws and regulations) and, upon the
failure by a tenant to so do, to comply in all material respects with laws and regulations
relating to or affecting the Secured Properties (including in relation to environmental and
planning laws and regulations);
• to ensure that all new Occupational Leases are entered into on terms which in all the
circumstances a reasonably prudent owner of commercial property of the type owned by the
relevant Borrower (having regard to, inter alia, the Secured Property, the market conditions
at the time and the interests of good estate management) would accept and to maintain the
quality, rental income and value of the Secured Properties (taking into account any rent
guarantees or surety given on account of rent) by reference to all Secured Properties
belonging to the relevant Borrower as a whole and, except in the case of a replacement
Occupational Lease entered into following a surrender of an existing Occupational Lease,
having regard to the market conditions as at such time;
• to ensure that all rent reviews carried out for an Occupational Lease existing in respect of a
Secured Property are carried out on arm’s length terms and to maintain the quality, rental
income and value of the Secured Properties (by reference to all Secured Properties belonging
to the relevant Borrower as a whole);
• to maintain insurance and/or procure that the relevant tenants maintain insurance in respect
of the Secured Properties in accordance with the terms of the Transaction Documents;
• to notify, inter alios, the Issuer, the Liquidity Facility Provider, the Hedging Providers, the
Borrower Security Trustee and the Note Trustee of any occurrence of a Loan Event of
Default or Potential Loan Event of Default;
• if the Property Manager breaches or fails to observe or perform any material obligation or
undertaking under the Property Management Agreement or if there is a change of control of
the Property Manager such that it is no longer a subsidiary of London and Cambridge
Properties Limited (unless each of the Rating Agencies has confirmed that such change of
control will not have an adverse effect on the ratings of the Notes) and the Borrower is
entitled to terminate the Property Management Agreement then, if the Borrower Security
Trustee so requires, the Borrower shall as soon as reasonably practicable and, in any event,
within 60 days of such date appoint a replacement Property Manager satisfactory to the
Borrower Security Trustee and the Rating Agencies on substantially the same terms;
• not to acquire any assets or subsidiaries or business unless in accordance with and pursuant
to the terms of the Transaction Documents;
• not to make any substantial change to the general nature of its business from that carried on
at the Closing Date;
• not to enter into any amalgamation, demerger, merger or corporate reconstruction or make
any alterations to its group structure such as would affect the relevant Borrower without the
prior written consent of the Borrower Security Trustee unless each of the Rating Agencies has
confirmed that such amalgamation, demerger, merger or corporate reconstruction will not
have an adverse effect on the rating of the Notes;
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