LCP Proudreed PLC - Irish Stock Exchange

(iii) to provide collateral to secure its obligations under the relevant Hedging Agreement in an amount
sufficient to satisfy the then current requirements of the Rating Agencies, such collateral to be
provided in accordance with the relevant Hedging Credit Support Document and to be credited to
the ‘‘swap collateral ledger’’ of the Issuer Transaction Account; or
(iv) to take such other action as it may agree with the relevant Rating Agency.
If the relevant Hedging Provider ceases to have a short-term debt rating of at least A-3 by S&P or F-2
by Fitch, the Hedging Provider will be required to take one of certain further remedial measures which
may include transferring its obligations under the relevant Hedging Agreement to a replacement hedging
provider who satisfies the requisite ratings criteria, or procuring another person who satisfies the requisite
ratings criteria to guarantee the obligations of the Hedging Provider or such other action as S&P and Fitch
may agree (such that the then current ratings of the Notes would not be adversely affected).
If the relevant Hedging Provider fails to do so, the Issuer will in such circumstances be entitled (but not
obliged) to terminate the relevant Hedging Agreement.
Each Hedging Agreement will be governed by English law.
For a further description of the Hedging Providers, see the section entitled ‘‘The Key Transaction Parties’’
above. For a further description of the Hedging Agreements, see the section entitled ‘‘Resources Available
to the Borrowers and the Issuer’’ below.
9. Tax Deeds of Covenant
The obligations of the Borrowers under the Transaction Documents will be supported by a separate deed
of covenant in respect of each Borrower (the ‘‘Tax Deeds of Covenant’’) to be entered into on or about
the Closing Date under which, inter alia, each Borrower will give certain representations, warranties and
covenants in relation to its tax affairs and the LCP Covenantors or the Proudreed Covenantors, as the
case may be, will give certain representations, warranties and covenants in relation to the tax affairs of the
relevant Borrower, in each case for the benefit of the Issuer and the Borrower Security Trustee.
The Tax Deeds of Covenant will be governed by English law.
10. Equitable Mortgage over Shares
The relevant Parent Obligor shall grant, under a separate security document (each an ‘‘Equitable
Mortgage over Shares’’) a first ranking fixed charge by way of equitable mortgage over the entire issued
share capital held by it in the relevant Borrower and all dividends, interest and other monies receivable
by it in respect of such share capital (including redemption, any bonus or any rights arising under any
preference, option, substitution or conversion relating to such share capital) as security for the obligations
of itself, or (in the case of L.C.P. Commercial Limited) London and Cambridge Properties Limited, under
the Tax Deed of Covenant to which it is a party.
Each Equitable Mortgage over Shares will be governed by English law.
11. The Subordinated Loan Agreements
Under each Subordinated Loan Agreement, L.C.P. Management Limited and Proudreed Limited
respectively, will provide a committed facility to LCP Real Estate and Proudreed Real Estate,
respectively, on or before the Closing Date in an amount sufficient (together with the proceeds advanced
under the respective Commercial Mortgage Loan Agreements) for LCP Real Estate and Proudreed Real
Estate respectively to satisfy the consideration due in connection with the acquisition of the Properties
and the related expenses.
LCP Real Estate and Proudreed Real Estate, respectively, will pay interest and principal on each
Subordinated Loan on each Loan Interest Payment Date, to the extent that there are funds available to
do so in the Borrower Distribution Account. Any amounts of interest which have fallen due but which are
not paid, will remain outstanding and shall themselves bear interest at the same rate. Any principal and
interest not previously repaid will become repayable on LCP Real Estate or Proudreed Real Estate,
respectively, commencing liquidation, subject to the subordination described below.
Each of L.C.P. Management Limited and Proudreed Limited will agree that all of its rights under their
Subordinated Loan Agreement will be subordinated to the rights of the Issuer against the relevant Borrower
under the Commercial Mortgage Loan Agreement and each Subordinated Loan Agreement will include a
non-petition provision in respect of the relevant Borrower and a provision restricting the use of set-off.
Each Subordinated Loan Agreement will be governed by English law.
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