LCP Proudreed PLC - Irish Stock Exchange

provided that, in determining whether or not a material adverse effect has occurred, there shall be
disregarded in respect of sub-paragraphs (b) and (c) above, the consequences of any matters of law (but
not matters of fact) to the extent qualifications have been made as to such matters of law in legal opinions
delivered under the relevant Commercial Mortgage Loan Agreement at or before the Closing Date;
Meeting means a meeting of the Noteholders or of any one or more Classes of Noteholders and, except
where the context otherwise requires, includes a meeting resumed following an adjournment;
Minor Development means any Development, the estimated cost (excluding VAT) of which (as reasonably
estimated and documented by the Borrower) is less than or equal to the greater of (A) £250,000 and (B)
10 per cent. of the Estimated Rental Value for the relevant Secured Property;
Minor Disposal means a disposal of:
(a) any asset, where the book value of such asset prior to disposal was less than or equal to £150,000;
(b) any asset, including any Eligible Investment, not being a Secured Property in accordance with the
Transaction Documents; and
(c) a Disposal Property which does not adversely affect the Market Value of the remaining Secured
Property(ies) after such disposal, as certified by the Property Manager to the Borrower Security
Trustee; and is effected by the grant of an easement, licence or wayleave necessary to a third party
to enable the laying in, under or over such Secured Property(ies) of conduits for gas, electricity,
telecommunications, water, drainage and the like;
Model Information means the information provided by any of the Obligors to the Joint Lead Managers
and/or the Rating Agencies for the purposes of preparing financial models to be used in the context of the
Note issuance;
Most Senior Class means, at any time:
(a) the Class A Notes;
(b) if no Class A Notes are then outstanding, the Class B Notes (if at that time any Class B Notes are
then outstanding);
(c) if no Class A Notes or Class B Notes are then outstanding, the Class C Notes (if at that time any
Class C Notes are then outstanding); or
(d) if no Class A Notes or Class B Notes or Class C Notes are then outstanding, the Class D Notes (if
at that time any Class D Notes are then outstanding);
Net Cash Proceeds means, in the case of a Permitted Disposal, the Gross Cash Proceeds of that Permitted
Disposal less the Disposal Expenses relating to that Permitted Disposal;
New Loan means an additional loan requested by the Borrower, pursuant to the Commercial Mortgage
Loan Agreement, by written notice to the Issuer, the Borrower Security Trustee and the Rating Agencies
and advanced as a result of an issue of New Notes;
New Notes has the meaning given to it in Condition 20 (Issue of Further Notes, Replacement Notes and
New Notes);
New Permanent Global Note means, in respect of each Class of New Notes, the bearer permanent global
note for that Class of New Note in or substantially in the form set out in the supplemental deed to the
Note Trust Deed establishing the New Notes;
New Temporary Global Note means, in respect of each Class of New Notes, the bearer temporary global
note for that Class of New Note in or substantially in the form set out in the supplemental deed to the
Note Trust Deed establishing the New Notes;
No Material Prejudice Test has the meaning given to it in Condition 3 (Status, Priority and Security – Status
and Relationship between the Notes);
Note Enforcement Notice means a notice delivered by the Note Trustee to the Issuer in accordance with
Condition 10 (Note Events of Default);
Note Event of Default means any event that would lead to a default under the Conditions;
Note Principal Payment has the meaning given to it in Condition 6(e) (Redemption, Purchase and
Cancellation – Note Principal Payments, Principal Amount Outstanding and Pool Factor);
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