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LCP Proudreed PLC - Irish Stock Exchange

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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 />

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