LCP Proudreed PLC - Irish Stock Exchange

Defaulting Party has the meaning given to it in the 2000 ISDA Definitions;
Definitive Note means in respect of each Class of Notes, each bearer note issued or to be issued in
definitive form for that Class in, or substantially in, the form set out in Schedule 3 (Form of Definitive
Note) to the Note Trust Deed;
Determination Date means the date that is three Business Days prior to any Interest Payment Date;
Development means any development, extension, refurbishment and/or alteration to a Secured Property;
Disposal Date means the date on which the disposal, transfer or conveyance of a Disposal Property take
place;
Disposal Expenses means (a) any VAT, stamp duty or stamp duty land tax for which any Borrower is or
becomes liable as a result of the Permitted Disposal or in respect of which any Borrower has a contingent
liability under arrangements made in relation thereto, and (b) any corporation tax, including corporation
tax on chargeable gains or any other tax present or future for which any Borrower is liable as a result of
the Permitted Disposal (and/or if the corporation tax otherwise payable is to be sheltered by a surrender
to the Borrower of group relief or pursuant to a Section 171A election in accordance with the relevant
Tax Deed of Covenant or pursuant to a Section 179A election in accordance with the relevant Tax Deed
of Covenant, to include, for the avoidance of doubt, any payment for group relief or pursuant to a Section
171A election in accordance with the relevant Tax Deed of Covenant or pursuant to a Section 179A
election in accordance with the relevant Tax Deed of Covenant), and (c) all reasonable third party costs,
fees and expenses incurred in connection with a Permitted Disposal;
Disposal Proceeds Account means the deposit account held with the Account Bank in the name of the
relevant Borrower with account number 59426408 (in the case of LCP Real Estate) or account number
59426990 (in the case of Proudreed Real Estate);
Disposal Property means a Secured Property which a Borrower may be entitled to dispose of subject to
compliance with the conditions set out in the relevant Commercial Mortgage Loan Agreement;
Drawing means a Liquidity Drawing or a Liquidity Facility Standby Drawing;
Due Diligence Criteria means the criteria for the due diligence which must be carried out as part of
acquiring an Additional Secured Property as set out in the section entitled ‘‘Summary of Principal
Documents’’ ‘‘The Commercial Mortgage Loan Agreements’’ ‘‘Acquisition of Additional Properties’’;
Due Diligence Reports means the Auditors Reports, Certificates of Title, Environmental Reports,
Overview Reports and Valuation Reports;
Elected Disposal means a voluntary disposal by any Borrower of a Disposal Property for any reason;
Eligible Investments means sterling gilt edged securities and sterling demand or time deposits, cash,
certificates of deposit and short term debt obligations (including commercial paper), provided that in all
cases such investments have a maturity date falling no later than the Business Day preceding the next
following Loan Interest Payment Date or Interest Payment Date, as the case may be, depending on
whether the investment is made with sums standing to the credit of a Borrower Account or an Issuer
Account, respectively, and either (i) the short term unsecured, unguaranteed and unsubordinated debt
obligations of the issuing or guaranteeing entity or the entity with which the demand or time deposits are
made (being an authorised bank under the FSMA) are rated A-1+ by S&P and F-1 (if the relevant
investments have a maturity of no more than 30 days) or F-1+ (in all other cases) by Fitch or higher (or
such other credit rating as may be approved by the Rating Agencies from time to time) or (ii) such
investments are made in money market funds that are rated ‘‘AAAm’’ or ‘‘AAAm-G’’ by S&P and
‘‘AAA/V1+’’ by Fitch (or have such other credit rating as may be approved by the Rating Agencies from
time to time);
Encumbrance includes any mortgage, charge (whether legal or equitable), assignation in security, pledge,
lien, hypothecation or other encumbrance securing any obligation of any person (including, without
limitation, title transfer and retention arrangements (other than those entered into in the ordinary course
of business), sale and leaseback, sale and repurchase arrangements or any other agreement, trust or
arrangement having the effect of providing security). For the avoidance of doubt, Encumbrance shall not
include (a) a right of counterclaim or (b) a right of set-off arising by contract or operation of law not
constituting a mortgage or charge under applicable law;
Enterprise Act means the Enterprise Act 2002;
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