LCP Proudreed PLC - Irish Stock Exchange

Investor Presentation Materials means:
a) the combined investor presentation dated October 2005;
b) the UK specific investor presentation dated October 2005;
c) the datatape setting out the tenancy schedules for the Property Portfolios dated October 2005; and
d) the term sheet relating to the issue of the Notes dated October 2005,
in each case as signed for identification purposes by Freshfields Bruckhaus Deringer and Linklaters,
together with all other materials, including slides, prepared by the Joint Lead Managers with the approval
of the Borrowers (such approval not to be unreasonably withheld or delayed) or provided by any of the
Borrowers, in each case in connection with the marketing of the Notes and the credit rating thereof;
Investor Report means the report to be prepared quarterly by or on behalf of the Issuer based upon
information provided by or on behalf of each Borrower;
Irish Paying Agent means HSBC Institutional Trust Services (Ireland) Limited acting through its office at
HSBC House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland;
Irish Stock Exchange means the Irish Stock Exchange Limited;
Issuer means LCP Proudreed PLC, whose registered office is c/o SPV Management Limited, Tower 42
(Level 11), International Financial Centre, 25 Old Broad Street, London EC2N 1HQ, as issuer of the
Notes;
Issuer Account Bank and Cash Management Agreement means the Account Bank and Cash Management
Agreement to which the Issuer is a party;
Issuer Accounts means the Issuer Transaction Account and the Liquidity Facility Standby Account;
Issuer Charged Property means the whole of the right, title, benefit and interest of the Issuer in the
property, assets and rights of the Issuer charged by or pursuant to the Issuer Deed of Charge, including
the Assigned Contractual Rights;
Issuer Corporate Services Agreement means the agreement between the Issuer and the Issuer Corporate
Services Provider and dated on or about the Closing Date;
Issuer Corporate Services Provider means SPV Management Limited acting through their office at Tower
42 (Level 11), International Financial Centre, 25 Old Broad Street, London EC2N 1HQ;
Issuer Cost of Funds means, in relation to the Issuer and the relevant Commercial Mortgage Loan, the
amount determined by the Cash Manager on or before the first day of each Loan Interest Period as being
equal to:
i x 365/x, where
i is the aggregate amount of interest payable by the Issuer on all the Notes that the Cash Manager
determines have contributed to the funding of the relevant Commercial Mortgage Loan (with the Original
Notes being treated as contributing to the funding of the Initial Loan and any Additional Note(s) being
treated as contributing to the funding of the related Additional Loan(s) advanced at time of such issue)
during the next Interest Period for such Notes, after taking account of any interest rate swaps or interest
rate cap transactions effected by the Issuer that the Cash Manager determines relate to the interest
payable on such Notes, divided by the Principal Amount Outstanding on all such Notes; and
x is the number of days in the relevant Interest Period;
Issuer Debt Service Required Amount means, in respect of any Interest Payment Date, the amount
required to pay the Issuer’s outstanding obligations under items (i) to (viii) of the Issuer Pre-Enforcement
Priority of Payments on such Interest Payment Date, other than any interest due on any portion of the
Notes to which any Principal Loss has been allocated in accordance with Condition 6(e) (Note Principal
Payments, Principal Amount Outstanding, Adjusted Principal Amount Outstanding and Pool Factor);
Issuer Deed of Charge means a deed of charge entered into by the Issuer and, inter alios, the Issuer
Security Trustee on the Closing Date;
Issuer Facility Fees means the Initial Facility Fee together with the Ongoing Facility Fee;
Issuer Post-Enforcement Priority of Payments means the order of the Issuer’s priority of payment post
enforcement of the Notes as set out in Condition 3(j) (Status, Priority and Security – Issuer Priority of
Payments Following Enforcement);
193