LCP Proudreed PLC - Irish Stock Exchange

(D) details of any steps being taken to recover any due but unpaid rental income under any
Occupational Lease, where such due but unpaid rental income exceeds £25,000;
(E) a copy of the relevant extract of the minutes of any property management meetings
relating to material matters with respect to the Secured Properties held during a
quarter;
(F) a summary of any rent reviews and lease renewals in progress or agreed during a
quarter;
(G) copies of all material correspondence with insurance brokers and insurers handling the
insurance of any Secured Property, in respect of claims or liabilities where the potential
liabilities or claims exceed £250,000;
(H) details of any potential Occupational Tenant of a Secured Property if the value of the
annual rent is in excess of £100,000 per annum and any potential buyer of a Secured
Property;
(I) details of any proposed Minor Development the cost (excluding VAT) of which is
estimated to be, when aggregated with the cost (excluding VAT) of all other Minor
Developments in respect of the relevant Borrower’s Property Portfolio, in excess of
4 per cent. (in the case of LCP Real Estate) or 9 per cent. (in the case of Proudreed Real
Estate) of the applicable Reference Amount in respect of the relevant Borrower’s
Property Portfolio in any Reference Period;
(J) details of any proposed Development the cost (excluding VAT) of which is estimated to
be in excess of the greater of £250,000 and 10 per cent. of the Estimated Rental Value
of the relevant Secured Property;
(K) details of situations where it has become entitled to serve any notice on any former
tenant of any Occupational Lease; and
(L) the aggregate amount of due but outstanding payments relating to Secured Properties
within the relevant Borrower’s Property Portfolio
(v) complying with all applicable laws and regulations; and
(vi) maintaining all licenses, approvals and authorisations necessary to act in its capacity as Property
Manager.
The Property Management Agreements will contain certain termination events which entitle the
appointment of the relevant Property Manager to be terminated upon notice (including but not limited
to):
(i) any breach of the Property Manager’s obligations which is not corrected in accordance with the
underlying agreements (including the relevant Duty of Care Agreement);
(ii) insolvency of the Property Manager; and
(iii) material adverse change in the Property Manager’s abilities to act as a property manager.
However, the termination of the appointment of the Property Manager will not be effective until a
replacement Property Manager (approved by the Borrower Security Trustee and the Rating Agencies)
has been appointed in accordance with the Property Management Agreement.
The Property Manager will produce quarterly reports on the performance of the Secured Properties that
it manages or sub-contracts the management of.
The Property Management Agreements will be governed by English law.
6. The Property Manager Duty of Care Deeds
On or before the Closing Date, the Property Manager, each Borrower and the Borrower Security Trustee
will enter into a separate Property Manager Duty of Care Deed pursuant to which, inter alia, the Property
Manager will give certain limited covenants and representations and warranties to the Borrower Security
Trustee and confirm that, in the performance of its duties under the Property Management Agreement to
which it is a party, it owes a contractual duty of care to the Borrower Security Trustee.
Pursuant to the terms of the Property Manager Duty of Care Deeds, the Property Manager undertakes,
inter alia:
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