LCP Proudreed PLC - Irish Stock Exchange

(ii) any fees and expenses payable by the Borrower to the Borrower Security Trustee and its
appointees (if any) under the provisions of any Obligor Transaction Document;
(iii) any amounts payable by the Borrower to the Issuer by way of On-going Facility Fee under the
Commercial Mortgage Loan Agreement in respect of amounts described in sub-paragraphs
(a) to (f) and sub-paragraphs (j) and (k) of the definition of On-going Facility Fee, after
deducting from such On-going Facility Fee an amount equal to any interest standing to the
credit of the Issuer Transaction Account on the current Loan Calculation Date;
(iv) any amount payable by or on behalf of the Borrower to the Account Bank and the Cash
Manager under the terms of the relevant Account Bank and Cash Management Agreement in
respect of the Fees and Expenses of the Account Bank and the Cash Manager, respectively;
(v) any amount due in respect of any ground rent or other sum due from the Borrower under a
Headlease, to the extent not recoverable from Occupational Tenants;
(vi) (without double counting in respect of items already included in (i) to (v) above) the aggregate
amount as reported in the relevant quarterly financial statements of all Service Charge
Expenses incurred by the relevant Borrower, to the extent not recoverable from Occupational
Tenants; and
(vii) any amounts of irrecoverable VAT on amounts paid or payable under (i) to (vi) above,
in each case, in respect of the relevant Historical Calculation Period;
HMRC means Her Majesty’s Revenue & Customs;
Incoming Property means a property which is available to be substituted for the relevant Secured Property
within the Property Portfolio and which has been selected by the Borrower;
Information means, together, the Investor Presentation Materials, the Tenancy Schedules, the Due
Diligence Reports, the Model Information, the Investor Reports, the Financial Information and the
Offering Circulars and such other information as may be or have been provided to the Rating Agencies
from time to time;
Information Meeting has the meaning given to it in Condition 19(h) (Information Meeting);
Initial Facility Fee means an amount equal to all the fees, costs and expenses properly and reasonably
incurred by the Issuer on or before the Closing Date in connection with the issue of the Notes, the making
of the Commercial Mortgage Loans and the negotiation, preparation and execution of each Issuer
Transaction Document. As between the Borrowers and the Issuer, Initial Facility Fee means that
Borrower’s proportionate share (divided as between the Borrowers by reference to the Principal amounts
advanced under their respective Commercial Mortgage Loans) of all amounts making up such fee;
Initial Loan means in respect of each Borrower, the term loan facility advanced by the Issuer to such
Borrower pursuant to the relevant Commercial Mortgage Loan Agreement on the Closing Date;
Initial Valuation means the value of the Secured Property as at the Closing Date or, in respect of an
Additional Secured Property, the date it was acquired;
Insolvency Act means the Insolvency Act 1986;
Insolvency Event in respect of a company means:
(a) the initiation of or consent to Insolvency Proceedings by such company or any other person or the
presentation of a petition for the making of an administration order (other than in the case of the
Issuer) and, in the opinion of the Note Trustee, such proceedings not being disputed in good faith
with a reasonable prospect of success; or
(b) the making of an administration order in relation to such company; or
(c) an encumbrancer (excluding, in relation to the Issuer, the Issuer Security Trustee or any receiver or
manager appointed by the Issuer Security Trustee) taking possession of the whole or any substantial
part of the undertaking or assets of such company; or
(d) a distress, diligence, execution or other process being levied or enforced upon or sued out against
the whole or any substantial part of the undertaking or assets of such company (excluding, in
relation to the Issuer, by the Issuer Security Trustee or any receiver appointed by the Issuer Security
Trustee) and such order, appointment, possession or process (as the case may be) not being
discharged or otherwise ceasing to apply within 14 days; or
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