LCP Proudreed PLC - Irish Stock Exchange

(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
any corporate action, legal proceedings or other procedure or step is taken including, without
limitation, by the directors of the relevant Obligor (or, in each case, any analogous procedure is
taken in any jurisdiction) in relation to:
(i) the suspension of payments, a moratorium of any indebtedness, winding up, dissolution
administration or reorganisation (by way of voluntary arrangement, scheme of arrangement
or otherwise) of any Obligor;
(ii) a composition, assignment or arrangement with any creditor of any Obligors (other than
a solvent reorganisation, or a reorganisation which has been recommended by the
Obligors’ advisers and which is approved by the Borrower Security Trustee);
(iii) the appointment of a liquidator, receiver, administrator, administrative receiver or other
similar officer in respect of any Obligor or any of their assets;
(iv) enforcement of any Security over any assets of any Obligor;
any expropriation, attachment, sequestration, distress, diligence or execution affects any asset or
assets of any of the relevant Borrower where such assets have an aggregate value in excess of
£100,000;
it is or shall become unlawful for an Obligor to perform any of its obligations under the Transaction
Documents or any consent required to enable an Obligor to perform its obligations under a
Transaction Document ceases to have effect and the relevant Obligor has not applied to renew such
consent or, having made such application, such consent has not been received within 14 days of it
originally ceasing to have effect, in each case where an absence of such consent would have a
Material Adverse Effect;
an Obligor repudiates a Transaction Document or evidences an intention to repudiate a Transaction
Document to which it is a party;
any licence, authority, permit, consent, agreement or contract of any Obligor from time to time is
terminated, withheld or modified such as would have a Material Adverse Effect;
in the opinion of the Borrower Security Trustee (based upon the reports, opinions and/or advice of
its advisers) at any time after the Closing Date:
(i) there is a risk of liability under Environmental Law arising directly or indirectly in
connection with the Transaction Documents such as would have a Material Adverse
Effect; or
(ii) the relevant Borrower does not comply with regulations or the law applicable to its
business, or with Environmental Law or Environmental Approvals relating to the Secured
Properties where such non compliance would, in the reasonable opinion of the Borrower
Security Trustee, have a Material Adverse Effect;
any Transaction Document and any related document thereto is not, or is alleged by an Obligor not
to be, binding on or enforceable against that Obligor or, in the case of any Security Document,
effective to create the security intended to be created by it save for those claims which are preferred
solely by any bankruptcy, insolvency or other similar laws of general application to preferential
creditors;
the Property Manager breaches or fails to observe or perform any material obligation or
undertaking under the Property Management Agreement or there is a change of control of the
Property Manager, such that it ceases to be 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 rating of the Notes) and the Property Manager is not replaced by a person
(and on terms) satisfactory to the Borrower Security Trustee and the Rating Agencies within
60 days;
any circumstance or event occurs or arises which could be reasonably expected to have a Material
Adverse Effect;
an Obligor or any other party to a Tax Deed of Covenant other than the Borrower Security Trustee,
the Issuer Security Trustee and the Note Trustee fails duly to perform or comply with any of its
covenants under the Tax Deed of Covenant or any of its representations or warranties in the Tax
Deed of Covenant is or proves to have been incorrect or misleading in any respect when made if
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