LCP Proudreed PLC - Irish Stock Exchange
LCP Proudreed PLC - Irish Stock Exchange
LCP Proudreed PLC - Irish Stock Exchange
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(d) requirements relating to (i) the exercise by the Borrower Security Trustee of its rights, powers and<br />
discretions, (ii) the making of modifications to, granting consent under or granting of waivers in<br />
respect of any breach or proposed breach of the Transaction Documents, (iii) the giving of any Loan<br />
Enforcement Notice or acceleration of any Obligor Secured Obligation, and (iv) the release from<br />
the Obligor Security will be set out.<br />
Fixed and floating security granted by the Borrower<br />
Pursuant to the Borrower Deeds of Charge, each Borrower shall grant to the Borrower Security Trustee,<br />
as security for the Obligor Secured Obligations, the following security interests over its present and future<br />
assets including, to the extent applicable to such Borrower and such assets:<br />
(i) a first charge by way of legal mortgage over any of the Secured Properties belonging to it;<br />
(ii) a first fixed charge over any Secured Properties belonging to it and not included in (i);<br />
(iii) a first fixed charge over all plant, machinery and other chattels owned by it and situated in or at the<br />
Secured Properties;<br />
(iv) a first fixed charge over its Borrower Accounts;<br />
(v) an assignment by way of security of all its rights to and in all Gross Rental Income (including all its<br />
rights under any guarantee of Gross Rental Income contained in or relating to any Occupational<br />
Leases and any rental deposits made in connection therewith) derived from the Secured Properties<br />
belonging to it;<br />
(vi) an assignment by way of security of all proceeds receivable by the Borrower under the Insurance<br />
Policies and of all related rights in respect of those Insurance Policies;<br />
(vii) an assignment over its rights under the relevant Sale and Purchase Agreement and any agreement<br />
relating to the purchase of any Additional Secured Properties;<br />
(viii) a first fixed charge over all rights, title and interest, present and future, in Intellectual Property used<br />
by it in connection with its Secured Properties;<br />
(ix) a first fixed charge over any Eligible Investments held by it;<br />
(x) a first fixed charge over all of its goodwill;<br />
(xi) a first fixed charge over all of its uncalled share capital;<br />
(xii) a first fixed charge over all its book debts and other monetary claims and all related rights;<br />
(xiii) an assignment by way of security of its rights, title and interest in the Transaction Documents to<br />
which it is a party;<br />
(xiv) an assignment by way of security of its rights, title and interest in the reports prepared at the time<br />
of acquisition of each Secured Property in its Property Portfolio as at the Closing Date to which it<br />
was an addressee; and<br />
(xv) a first floating charge over the whole of its undertaking, assets, property and rights whatsoever and<br />
wheresoever, present and future (save to the extent covered by (i) to (xiv) above).<br />
In addition, each Borrower will covenant and undertake to execute, at the Borrower Security Trustee’s<br />
request, further security by way of legal mortgage over any Secured Property subsequently acquired by<br />
it and such Secured Property will be brought into the relevant Borrower’s Property Portfolio in<br />
accordance with the conditions set out in the applicable Commercial Mortgage Loan Agreement and<br />
upon execution of further security.<br />
Prohibition against assignments<br />
The Borrower Deeds of Charge shall provide that the Borrowers are prohibited from assigning or<br />
purporting to assign to any person other than the Borrower Security Trustee the rights, title, interest or<br />
benefit of any Borrower Account, any Transaction Document to which it is a party, any Occupational<br />
Lease or any rights arising thereunder (including as to Gross Rental Income) or any Insurance Policy.<br />
Trust for Obligor Secured Creditors<br />
The Borrower Security Trustee will hold the benefit of all the security created in its favour and the<br />
covenants to pay on trust for the benefit of itself and the other Obligor Secured Creditors.<br />
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