LCP Proudreed PLC - Irish Stock Exchange
LCP Proudreed PLC - Irish Stock Exchange
LCP Proudreed PLC - Irish Stock Exchange
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
SCHEDULE OF DEFINED TERMS<br />
The following terms apply throughout this Offering Circular unless the context otherwise requires.<br />
1995 Act means the Landlord and Tenant (Covenants) Act 1995;<br />
Account Bank means, as at the Closing Date, HSBC Bank plc acting through its office at 8 Canada Square,<br />
London, E14 5HQ;<br />
Account Bank and Cash Management Agreement means (1) the account bank and cash management<br />
agreement dated on or about the Closing Date between <strong>LCP</strong> Real Estate, the Cash Manager, the Account<br />
Bank and the Borrower Security Trustee, and/or (2) the account bank and cash management agreement<br />
dated on or about the Closing Date between <strong>Proudreed</strong> Real Estate, the Cash Manager, the Account<br />
Bank and the Borrower Security Trustee, and/or (3) the account bank and cash management agreement<br />
dated on or about the Closing Date between the Issuer, the Cash Manager, the Account Bank and the<br />
Issuer Security Trustee, or all of them as the context requires;<br />
Accountholder means each Borrower and the Issuer;<br />
Accounting Standards Board means the Accounting Standards Board of the United Kingdom or such<br />
replacement body as is from time to time recognised under the Companies Act 1985 for the purpose of<br />
issuing accounting standards;<br />
Accounts means the Borrower Accounts or the Issuer Accounts or both, as the context requires;<br />
Acquisition Consideration means the consideration payable in respect of an Additional Secured Property,<br />
excluding all associated costs, taxes (including VAT) and expenses incurred by the relevant Borrower;<br />
Additional Loan means a Further Loan and/or a New Loan;<br />
Additional Notes means any Further Notes and/or any New Notes;<br />
Additional Secured Property means any new freehold or long leasehold property within one or more of the<br />
retail, industrial and office sectors located in England, Wales or Scotland which the Borrowers may<br />
acquire from time to time using monies credited to the Disposal Proceeds Account and/or other sums<br />
available to the Borrowers and which can be used for such purpose or any combination thereof and which,<br />
in any such case, complies with the criteria set out in the relevant Commercial Mortgage Loan Agreement<br />
and which has not been subsequently disposed of in accordance with the relevant Commercial Mortgage<br />
Loan Agreement;<br />
Adjusted Principal Amount Outstanding means, on any date in relation to a Note, the Principal Amount<br />
Outstanding of that Note after deducting the Principal Losses allocated to that Note in accordance with<br />
Condition 6(e) on or prior to that date;<br />
Administrator means any person (being a licensed insolvency practitioner), who is appointed by the Issuer<br />
Security Trustee (whether out of court or otherwise) to act jointly, or jointly and severally, as an<br />
administrator of the Issuer or of all or any part of the Issuer Charged Property;<br />
Advance means the aggregate principal amount of all Liquidity Drawings and any Liquidity Facility<br />
Standby Drawings for the time being outstanding;<br />
Agency Agreement means an agency agreement dated on or about the Closing Date and made between,<br />
inter alios, the Issuer, the Issuer Security Trustee and the Agents pursuant to which provision is made for,<br />
inter alia, the payment of interest and repayment of principal in respect of the Notes;<br />
Agent Bank means, as at the Closing Date, HSBC Bank plc, acting through its office at 8 Canada Square,<br />
London, E14 5HQ;<br />
Agents means the Paying Agents and the Agent Bank or, where the context requires, any of them;<br />
Agreed Form of Certificate of Title means the City of London Law Society Land Law Sub-Committee Long<br />
Form Certificate of Title (5 th Edition or any subsequent updated edition);<br />
Agreed Form of Security means:<br />
(a) in the case of real estate situated in England and Wales, a first-ranking charge by way of a legal<br />
mortgage;<br />
(b) in the case of property situated outside England and Wales, such other form of security as may be<br />
agreed from time to time between the Borrowers and the Borrower Security Trustee as being<br />
equivalent in all material respects to a first-ranking charge by way of a legal mortgage over property<br />
situated in England and Wales;<br />
182