LCP Proudreed PLC - Irish Stock Exchange

Hedging Downgrade Event has the meaning given in the Hedging Agreements but, in any event, equating
to the Hedging Providers ceasing to have a short term debt rating of A-1 by S&P and a combined short
term rating of at least F1 and long term rating of at least A by Fitch and, in either case, the then current
rating of the outstanding Notes is as a result downgraded or placed under review for a possible
downgrade;
Hedging Payments means those payments due from the Hedging Providers under the Hedging Agreements;
Hedging Providers means, as at the Closing Date, HSBC Bank plc and Société Générale, acting through
their offices at 8 Canada Square, London, E14 5HQ and Tour S.G., 17 Cours Valmy, 97972 Paris La
Defense respectively (or such other replacement parties as may be appointed by the Issuer in accordance
with the Transaction Documents);
Hedging Subordinated Amounts means any amounts due to the Hedging Providers under the Hedging
Agreements (other than any amounts attributed to the return of collateral to such Hedging Provider)
either (a) due to the occurrence of an Event of Default (as defined under the Hedging Agreements) where
the Hedging Provider is the Defaulting Party (as defined in the Hedging Agreements) or a Hedging
Downgrade Event under such Hedging Agreement in respect of which the Hedging Provider is the
defaulting or affected party or (b) in respect of amounts by which any payment made to the relevant
Hedging Provider under the relevant Hedging Agreement is increased as a consequence of an amount for
or on account of Tax being required to be withheld or deducted from that payment;
Hedging Termination Payments means any amounts due to the Hedging Providers under the Hedging
Agreements (to the extent not funded by payments of interest in respect of the Commercial Mortgage
Loans) including any amounts due to a Hedging Provider under a Hedging Agreement on termination of
such Hedging Agreement but excluding any Hedging Subordinated Amounts;
Historical Calculation Period means, in respect of a Loan Calculation Date, the period of twelve months
(or less in respect of the first twelve months after the Closing Date), which begins on (and excludes) a
Calendar Quarter Date falling on or after the Closing Date and ends on (and includes) the Calendar
Quarter Date preceding such Loan Calculation Date provided that any such calculations required for an
Historical Calculation Period that contains fewer than four complete financial quarters will be done in
each case only on the basis of taking the actual figures for any complete quarters contained in such
Historical Calculation Period;
Historical ICR means, as of any Loan Calculation Date, the ratio of the Historical Net Rental Income to
the Historical Interest Charges in respect of the Historical Calculation Period in respect of such Loan
Calculation Date;
Historical Interest Charges means, in relation to an Historical Calculation Period, without double
counting, the accrued cost of interest for the relevant Borrower under the relevant Commercial Mortgage
Loan Agreement during such Historical Calculation Period;
Historical Net Rental Income means, in respect of any Historical Calculation Period, the sum of:
(a) the aggregate amount of Gross Rental Income (excluding any amounts attributable to VAT), as
reported in the relevant quarterly financial statements in accordance with the then-current
Applicable Accounting Principles (including as to the treatment of any non-cash entries relating to
rent free periods or tenants’ incentives and any premium or other consideration paid to a Borrower
in connection with the surrender of an Occupational Lease);
(b) plus, without double counting, any interest receivable by the relevant Borrower from a third party
over the relevant Historical Calculation Period;
(c) minus any amounts under items (h) to (j) of the definition of Gross Rental Income in respect of the
relevant Historical Calculation Period; and
(d) minus any amounts of Gross Rental Income (excluding for these purposes any items already
excluded by (c) above) arising in respect of the Secured Properties since the Closing Date and
recognised as being bad or doubtful in the relevant Historical Calculation Period;
less the sum of:
(i) fees payable to the Property Manager (or its agents), to the extent not recoverable from
Occupational Tenants;
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