LCP Proudreed PLC - Irish Stock Exchange

the foregoing has, or is reasonably expected to have, a Material Adverse Effect, provided that, in
any case, either such failure or breach is not capable of remedy or such failure or breach is not
remedied within a period of 90 days following (i) receipt by the relevant party and the relevant
Borrower of notification of such failure or breach from the Borrower Security Trustee or (ii) if
earlier, the date on which any Obligor or such other party became aware of such failure or breach;
(p) the landlord under a Headlease or any lease superior thereto commences forfeiture proceedings
with respect to that Headlease and the Borrower Security Trustee considers, based on a legal
opinion from leading counsel, that the relevant lessee would be unlikely to be granted relief by a
court for such forfeiture; and
(q) the relevant Borrower is not or ceases to be a subsidiary of the relevant Parent Obligor.
Disposals of assets and Secured Properties
Each Borrower shall be entitled to dispose of any asset and of its beneficial interest in any Secured
Property provided that:
(a) the whole, or part of, the relevant Disposal Property is to be disposed of as a CPO Disposal in
connection with a compulsory purchase order in respect of that Disposal Property; or
(b) the whole, or part of, the relevant Disposal Property is to be disposed of as an Elected Disposal; or
(c) the relevant Disposal Property is to be disposed of as a Same Day Substitution Disposal made in
accordance with and pursuant to the sub-section entitled ‘‘Same Day Substitution of the Secured
Properties’’ below; or
(d) the relevant asset or Disposal Property is to be disposed of as a Minor Disposal,
(each of a CPO Disposal, an Elected Disposal, a Same-Day Substitution Disposal and a Minor Disposal
being a ‘‘Permitted Disposal’’) and provided further that:
(i) two directors of the relevant Borrower have certified in writing to the Borrower Security Trustee
(aa) that the relevant disposal is a Permitted Disposal and (bb) the type of Permitted Disposal.
In the case of an Elected Disposal or a CPO Disposal only, such directors will make such
certification at least 35 and no more than 60 days prior to the date of the proposed Elected Disposal
or CPO Disposal, as the case may be. In the case of a Same-Day Substitution Disposal only, such
directors will make such certifications at least thirty days prior to the date of the proposed
substitution. In the case of a Minor Disposal, such directors will make such certifications at least ten
days prior to the date of the proposed Minor Disposal but need not provide such a certificate in
respect of a Minor Disposal unless such Minor Disposal is in respect of a Disposal Property and is
for a value (on an arm’s length, after tax basis) equal to or greater than £50,000 per annum;
(ii) in the case of a Minor Disposal, an Elected Disposal or a Same-Day Substitution Disposal, no Loan
Event of Default or Potential Loan Event of Default has occurred and is continuing (and has not
been waived) at the time of the relevant disposal or will occur as a result of such disposal, but
provided that a Borrower may prepay the relevant Commercial Mortgage Loan from the proceeds
of the relevant Disposal Property upon making an Elected Disposal or Minor Disposal if such
prepayment, or any disposal giving rise to such prepayment, would cure a Loan Event of Default
or Potential Loan Event of Default (but only prior to the service of a Loan Enforcement Notice);
(iii) in the case of an Elected Disposal, the proposed disposal is, or is part of, a transaction which is on
arm’s length commercial terms and the full amount of the consideration payable in respect of such
Elected Disposal will be paid in cash immediately upon completion of such disposal;
(iv) in the case of an Elected Disposal, the Net Cash Proceeds will not be less than the Release Price
Percentage of the Allocated Loan Amount of the relevant Disposal Property;
(v) in the case of any Elected Disposal or Same-Day Substitution Disposal, the Borrower shall have
procured in its own favour:
(a) an indemnity from the purchaser in respect of the future performance of title covenants;
and
(b) a release from all of the Borrower’s liabilities (whether existing or future) arising out of
any documentation between it and the Occupational Tenants relating to the relevant
Disposal Property or, to the extent unable to procure such a release by reason of
applicable law, an indemnity from the purchaser in respect of such liabilities; and
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