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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 />

74

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