LCP Proudreed PLC - Irish Stock Exchange

(iii) those which have become void under Condition 8 (Prescription);
(iv) those mutilated or defaced Notes which have been surrendered or cancelled and in respect of
which replacement Notes have been issued pursuant to Condition 18 (Replacement of Notes,
Coupons and Talons);
(v) the Temporary Global Note of any Class, to the extent interests in it shall have been exchanged
for interests in the Permanent Global Note of that Class, or the Permanent Global Note of any
Class, to the extent that it shall have been exchanged for Definitive Notes of that Class or, in
the case of an Original Permanent Global Note, for a Further Permanent Global Note of that
Class; and
(vi) (for the purpose only of ascertaining how many Notes are outstanding and without prejudice
to their status for any other purpose) those Notes which are alleged to have been lost, stolen
or destroyed and in respect of which replacements have been issued pursuant to Condition 18
(Replacement of Notes, Coupons and Talons),
provided that for each of the following purposes:
(A) the right to attend andvote at any Meeting or for the purpose of any Written Resolution;
(B) the determination of how many and which Notes are for the time being outstanding for
the purposes of Clauses 9.1 (Note Trustee’s right to give a Note Enforcement Notice), 9.3
(Limit on Noteholder action), 19 (Waiver of Breach) and Schedule 7 (Provisions for
Meetings of Noteholders) of the Note Trust Deed, Conditions 10 (Note Events of Default),
12 (Noteholder Action) and 13 (Meetings of Noteholders); and
(C) the exercise by the Note Trustee of any trusts, powers, authorities, duties, discretions and
obligations, whether contained in the Note Trust Deed or provided by law in, or by
reference to, the interests of the Noteholders or any of them,
those Notes (if any) which are for the time being held by, or by any person for the benefit of, the
Issuer, any Borrower or any member of the Borrower Group shall (unless and until they cease to be
so held) be deemed not to remain outstanding;
‘‘Parent Obligor’’ means L.C.P. Commercial Limited (with respect to L.C.P. Real Estate Limited)
and Proudreed Limited (with respect to Proudreed Real Estate Limited), in each case in their
capacity as the immediate holding company of the relevant Borrower;
‘‘Paying Agents’’ means the Principal Paying Agent together with the Irish Paying Agent and any
successor or additional paying agents appointed from time to time in connection with the Notes
under the Agency Agreement and ‘‘Paying Agent’’ means any one of them;
‘‘Permanent Global Note’’ means, in respect of each Class of Note, the bearer permanent global
note for that Class in, or substantially in, the form set out in Schedule 2 (Form of Permanent Global
Note) to the Note Trust Deed;
‘‘Pool Factor’’ has the meaning given to it in Condition 6(e) (Redemption, Purchase and Cancellation
– Note Principal Payments, Principal Amount Outstanding, Adjusted Principal Amount Outstanding
and Pool Factor);
‘‘Post-Enforcement Call Option Deed’’ means the deed dated the Closing Date between the Note
Trustee and the Post-Enforcement Call Option Holder;
‘‘Post-Enforcement Call Option Holder’’ means L&C Proudreed Holdings Limited, a private
limited company incorporated in England and Wales with limited liability;
‘‘Potential Note Event of Default’’ means any event which, with the giving of notice or
determination of materiality or the fulfilment of any applicable conditions or the lapse of time, or
a combination of the foregoing, would constitute a Note Event of Default;
‘‘Principal Amount Outstanding’’ means, on any date in relation to a Note, the principal amount
outstanding of that Note as at the Closing Date (in the case of an Original Note) or Further Issue
Date (in the case of a Further Note and/or a New Note and/or a Replacement Note) less the
aggregate of all Note Principal Payments that have been made by the Issuer in respect of that Note
on or prior to that date;
‘‘Principal Loss’’ means, on any Calculation Date, the amount determined by the Cash Manager to
be the amount that has not been recovered on all the Commercial Mortgage Loans following the
default by a Borrower and the completion of the enforcement of the security for the relevant
Commercial Mortgage Loans;
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