LCP Proudreed PLC - Irish Stock Exchange

‘‘Principal Paying Agent’’ means HSBC Bank plc, acting through its office at 8 Canada Square,
London, E14 5HQ;
‘‘Property Management Agreement’’ means (1) the agreement dated the Closing Date (as amended
and restated from time to time) between the Property Manager and LCP Real Estate; and/or (2) the
agreement dated the Closing Date (as amended and restated from time to time) between the
Property Manager and Proudreed Real Estate, or both as the context requires;
‘‘Property Manager Duty of Care Deed’’ means (1) the duty of care deed dated on or about the
Closing Date between the Property Manager, the Borrower Security Trustee and LCP Real Estate;
and/or (2) the duty of care deed dated on or about the Closing Date between the Property Manager,
the Borrower Security Trustee and Proudreed Real Estate, or both as the context requires;
‘‘Provisions for Meetings of Noteholders’’ means the provisions contained in Schedule 7 (Provisions
for Meetings of Noteholders) to the Note Trust Deed;
‘‘Rate of Interest’’ has the meaning given to it in Condition 5(c) (Interest – Rate of Interest);
‘‘Rating Agencies’’ means Fitch and S&P or, where the context requires, either of them. If at any
time Fitch and S&P is replaced as a Rating Agency, then references to its rating categories shall be
deemed instead to be references to the equivalent rating categories of the entity which replaces it
as a Rating Agency;
‘‘Rating Downgrade Event’’ means written notification from the Rating Agencies to the Note
Trustee and the Borrower Security Trustee, confirming that the then current ratings of the Notes will
be adversely affected by the relevant event or matter;
‘‘Ratings Test’’ means receipt by the Note Trustee, the Issuer Security Trustee and the Borrower
Security Trustee of a confirmation from each of the Rating Agencies (or, if at any time there is only
one Rating Agency, that Rating Agency) that, in respect of any event or matter in respect of which
such confirmation is required or sought, either:
(a) no Rating Downgrade Event in respect of such Rating Agency has or will occur as a result of
the relevant event or matter; or
(b) that Rating Agency will not downgrade any of the Notes as a result of the relevant event or
matter;
‘‘Receiver’’ means any person (being a licensed insolvency practitioner), who is appointed by the
Borrower Security Trustee or the Issuer Security Trustee (as applicable) to be a receiver or an
administrative receiver (as the case may be) of the Obligor Security Assets or Issuer Charged
Property, respectively, to act jointly, or jointly and severally, as the Borrower Security Trustee or the
Issuer Security Trustee (as applicable) shall determine;
‘‘Reference Banks’’ means the principal London office of four major banks in the London interbank
market selected by the Agent Bank at the relevant time;
‘‘Relevant Classes’’ has the meaning given to it in Condition 13(b) (Meetings of Noteholders –
Extraordinary Resolutions and Basic Terms Modification);
‘‘Relevant Date’’ means, for the purposes of Condition 8 (Prescription), in respect of any payment
in relation to the Notes, whichever is the later of:
(i) the date on which the payment in question first becomes due; and
(ii) if the full amount payable has not been received by the Principal Paying Agent or the Note
Trustee on or prior to that date, the date on which (the full amount having been so received)
notice to that effect has been given to the Noteholders in accordance with Condition 19
(Notices and Information);
‘‘Relevant Margin’’ has the meaning given to it in Condition 5(c) (Interest – Rate of Interest);
‘‘Replacement Notes’’ means any replacement Notes issued pursuant to Condition 20 (Issue of
Further Notes, Replacement Notes and New Notes);
‘‘Security Power of Attorney’’ means the security power of attorney granted on the Closing Date by
(1) the Issuer in favour of the Issuer Security Trustee in, or substantially in, the form set out in
Schedule 1 (Issuer Power of Attorney) of the Issuer Deed of Charge; and/or (2) a Borrower in favour
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