LCP Proudreed PLC - Irish Stock Exchange

(c) third, in payment of an amount equal to the Net Cash Proceeds, less an amount equal to the
amounts payable under paragraphs (a) and (b) above, to the Borrower Distribution Account (but
only after all payments at items (a) and (b) above have been paid in full), pending application of
the relevant Net Cash Proceeds to which the above applies the Net Cash Proceeds shall remain
credited to the relevant Disposal Proceeds Account and unavailable for drawing by the relevant
Borrower.
Acquisition of additional properties
Each Borrower shall be permitted to acquire Additional Secured Properties provided that the following
conditions are satisfied:
(a) a certificate is provided by the relevant Borrower to the Borrower Security Trustee confirming that:
(i) the relevant Borrower has complied with the Due Diligence Criteria (as set out below) and
has acted in a manner which would be adopted by a reasonably prudent purchaser of
property of a similar type to the relevant property to be acquired;
(ii) the Acquisition Consideration paid by the relevant Borrower does not exceed the Market
Value (calculated on an arm’s length basis) of that Additional Secured Property (as
determined by reference to the Valuation Report of that Additional Secured Property
delivered to the Borrower Security Trustee pursuant to paragraph (f) below);
(iii) all stamp duty, stamp duty land tax or similar transfer or registration tax and any
irrecoverable VAT and all other related costs and expenses (if any) which are or might
reasonably be expected to be or become payable by the relevant Borrower (as the new
beneficial owner) in connection with such acquisition will be paid or provided for in cash
on the date of acquisition by or on behalf of the Borrower (provided that if a satisfactory
tax opinion in relation to any such stamp duty, stamp duty land tax or similar transfer or
registration tax is delivered to the Borrower Security Trustee then no provision needs to
be made);
(iv) if the Additional Secured Property is leasehold, the terms of the lease are on terms which
a reasonably prudent owner of commercial property of the type owned by the relevant
Borrower would accept and are suitable for security purposes for a third party debt
financing; and
(v) the Additional Secured Property is freehold or long leasehold, is a property within at least
one of the industrial, retail or office sectors and is located in England, Wales or Scotland;
(b) a copy of all reviews and reports completed as part of the Due Diligence Criteria is delivered to the
Borrower Security Trustee in form and substance satisfactory to the Borrower Security Trustee and
which the Borrower Security Trustee may rely on as delivered by the Property Manager or the
relevant Borrower;
(c) the proposed acquisition and holding structure of such Additional Secured Property is in a form and
substance that is acceptable to the Borrower Security Trustee (acting reasonably);
(d) an Agreed Form of Security Document in relation to such Additional Secured Property duly
executed by the relevant Borrower is entered into and delivered to the Borrower Security Trustee
on the date of acquisition in favour of the Borrower Security Trustee together with (if the relevant
Additional Secured Property is located in Scotland) confirmation that any Occupational Tenants in
respect of such Secured Property have been duly given proper notice of the relevant acquisition and
the security interest of the Borrower Security Trustee;
(e) an Agreed Form of Certificate of Title in respect of the relevant Additional Secured Property from
an Approved Firm, issued no more than one week (or such longer period as may be agreed between
the Borrower Security Trustee) prior to the date of the relevant Borrower’s certificate, is addressed
to and delivered to Borrower Security Trustee;
(f) a copy of the most recent Valuation Report for such Additional Secured Property which (i) is
addressed and delivered to the Borrower Security Trustee, such Valuation Report to be prepared
by an Approved Valuer appointed by the Property Manager following consultation with the
Borrower Security Trustee (ii) was issued no more than one month prior to the date of the relevant
Borrower’s certificate (or such longer period as may be agreed in writing by the Borrower Security
Trustee) and (iii) confirms that the reports (if any) on environmental and (if required in the opinion
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