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LCP Proudreed PLC - Irish Stock Exchange

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Note Trust Deed means the trust deed entered into on the Closing Date between the Issuer and the Note<br />

Trustee in relation to which the Notes will be constituted (as modified from time to time in accordance<br />

with the provisions therein contained and any deed or other document expressed to be supplemental<br />

thereto);<br />

Note Trustee means, as at the Closing Date, HSBC Trustee (C.I.) Limited, acting through its principal<br />

office at 1 Grenville Street, St Helier, Jersey, Channel Islands JE4 9PF;<br />

Noteholders means:<br />

(a) in relation to any Notes represented by a Global Note, each person (other than Euroclear or<br />

Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or<br />

Clearstream, Luxembourg or any other person the Note Trustee considers appropriate as the holder<br />

of a particular Principal Amount Outstanding of those Notes, for which purpose any certificate or<br />

letter of confirmation (or any other form of record made by any of them) as to the Principal Amount<br />

Outstanding of Notes standing to the account of any person shall be conclusive and binding on the<br />

basis that that person shall be treated by the Issuer, the Note Trustee and all other persons as the<br />

holder of that Principal Amount Outstanding of those Notes for all purposes other than the right to<br />

payments in respect of those Notes which shall be vested, as against the Issuer, solely in the bearer<br />

of the relevant Global Note, who shall be regarded as the ‘‘Noteholder’’ for that purpose; and<br />

(b) in relation to any Definitive Notes issued under Condition 2(e) (Form, Denomination and Title –<br />

Issue of Definitive Notes), the bearers of those Definitive Notes,<br />

and related expressions shall be construed accordingly;<br />

Notes means the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the New<br />

Notes, the Replacement Notes, if any or, where the context requires, any of them and includes the<br />

Definitive Notes and the Global Notes or, where the context requires, any of them;<br />

Obligor Post-Enforcement Priority of Payments means the order of the relevant Borrower’s priority of<br />

payments post enforcement of the relevant Commercial Mortgage Loan as set out in the section entitled<br />

‘‘Resources available to the Borrowers and the Issuer – Available Funds and their Priority of Application’’<br />

and in the relevant Borrower Deed of Charge;<br />

Obligor Pre-Enforcement Priority of Payments means the order of the relevant Borrower’s priority of<br />

payments prior to enforcement of the relevant Commercial Mortgage Loan as set out in the section<br />

entitled ‘‘Resources available to the Borrowers and the Issuer – Available Funds and their Priority of<br />

Application’’ and in the relevant Borrower Deed of Charge;<br />

Obligor Priority of Payments means, in respect of any Borrower, the applicable Obligor Pre-Enforcement<br />

Priority of Payments and the applicable Obligor Post-Enforcement Priority of Payments;<br />

Obligor Secured Creditor means, in respect of each Borrower Group, the Borrower Security Trustee, any<br />

Receiver of any relevant Obligor, the Issuer, the Cash Manager, the Account Bank and any other entity<br />

that in due course becomes a secured creditor of the relevant Obligors and accedes to the Obligor Security<br />

Documents relating to that Borrower Group, as relevant;<br />

Obligor Secured Obligation means, in respect of each Borrower Group, all monies, liabilities and<br />

obligations whatsoever, present and future and whether actual or contingent, which from time to time<br />

become due, owing or payable by the relevant Obligors to each of or all of the relevant Obligor Secured<br />

Creditors or any of them under or relating to the Obligor Transaction Documents relating to that<br />

Borrower Group;<br />

Obligor Security means the security created by or pursuant to the Obligor Security Documents relating to<br />

that Borrower Group over the Obligor Security Assets;<br />

Obligor Security Assets means, in respect of each Borrower Group, the property, rights and assets of the<br />

relevant Obligors which are the subject of security interests created by the relevant Borrower and the<br />

other relevant Obligors in favour of the Borrower Security Trustee under or pursuant to the Obligor<br />

Security Documents relating to that Borrower Group;<br />

Obligor Security Documents means, in respect of each Borrower Group, any document or instrument<br />

granted in favour of the Borrower Security Trustee creating or evidencing security for all or any part of<br />

the obligations and liabilities of the relevant Obligors or any of them under any of the Obligor Transaction<br />

Documents, relating to that Borrower Group, whether by way of personal covenant, charge, security<br />

interest, mortgage, pledge or otherwise, and Obligor Security Document shall be construed accordingly;<br />

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