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LCP Proudreed PLC - Irish Stock Exchange

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Preliminary Offering Circular means the offering circular dated 26 September 2005, issued by the Issuer<br />

in connection with the Notes;<br />

Prepayment Amount has the meaning set out in the section entitled ‘‘Summary of Principal Documents –<br />

the Commercial Mortgage Loan Agreements’’;<br />

Principal Amount Outstanding means, on any date in relation to a Note, the principal amount outstanding<br />

of that Note as at the Closing Date (in the case of an Original Note) or Further Issue Date (in the case<br />

of a Further Note and/or a New Note and/or a Replacement Note) less the aggregate of all Note Principal<br />

Payments that have been made by the Issuer in respect of that Note on or prior to that date;<br />

Principal Loss means, on any Calculation Date, the amount determined by the Cash Manager to be the<br />

amount that has not been recovered on all the Commercial Mortgage Loans following the default by a<br />

Borrower and the completion of the enforcement of the security for the relevant Commercial Mortgage<br />

Loans;<br />

Principal Paying Agent means HSBC Bank plc acting through its office at 8 Canada Square, London,<br />

E14 5HQ;<br />

Projected ICR means, in respect of any Forward-Looking Calculation Period, the ratio of the Projected<br />

Net Rental Income to the Projected Interest Charges each in respect of such Forward-Looking<br />

Calculation Period;<br />

Projected Interest Charges means, in relation to a Forward-Looking Calculation Period, without<br />

double-counting, the projected accrued cost of interest due and payable by the relevant Borrower under<br />

the relevant Commercial Mortgage Loan Agreement during such Forward-Looking Calculation Period<br />

calculated on an accruals basis and using an estimate provided by the Agent Bank on or before the<br />

relevant Loan Calculation Date of the interest rate(s) applicable to the relevant Commercial Mortgage<br />

Loan in respect of the Loan Interest Period commencing on the immediately following Loan Interest<br />

Payment Date;<br />

Projected Net Rental Income means, in respect of any Forward-Looking Calculation Period, the sum of:<br />

(a) the aggregate amount of Gross Rental Income (excluding any amounts attributable to VAT)<br />

contracted to be due and payable to the relevant Borrower during the relevant Forward-Looking<br />

Calculation Period, adjusted in accordance with the then-current Applicable Accounting Principles<br />

(including as to the treatment of premium or other consideration payable to the Borrower in<br />

connection with the surrender of an Occupational Lease and any sum payable under any policy of<br />

insurance in respect of loss of rent or interest on rent);<br />

(b) minus any amounts under items (h) to (j) of the definition of Gross Rental Income in respect of the<br />

relevant Forward-Looking Calculation Period; and<br />

(c) minus any amounts of Gross Rental Income (excluding for these purposes any items already<br />

excluded by (b) above) relating to (i) such part of such Forward-Looking Calculation Period after<br />

which any Occupational Leases will either terminate during such period (where notice of<br />

termination has already been served by the relevant Borrower or by the relevant Occupational<br />

Tenants) or for which the relevant Occupational Tenant has an option to terminate during such<br />

period upon notice that may take effect during that period, (ii) any Occupational Tenant that is<br />

subject to any Insolvency Proceedings and (iii) any Occupational Tenant that is more than three<br />

months in arrears on its payment obligations under any Occupational Lease at the start of such<br />

Forward-Looking Calculation Period;<br />

less the sum of:<br />

(i) fees payable to the Property Manager (or its agents), to the extent not recoverable from<br />

Occupational Tenants;<br />

(ii) any fees and expenses payable by the Borrower to the Borrower Security Trustee and its<br />

appointees (if any) under the provisions of any Obligor Transaction Document;<br />

(iii) any amounts payable by the Borrower to the Issuer by way of On-going Facility Fee under the<br />

Commercial Mortgage Loan Agreement in respect of amounts described in sub-paragraphs<br />

(a) to (f) and sub-paragraphs (j) and (k) of the definition of On-going Facility Fee;<br />

(iv) any amount payable by or on behalf of the Borrower to the Account Bank and the Cash<br />

Manager under the terms of the relevant Account Bank and Cash Management Agreement in<br />

respect of the Fees and Expenses of the Account Bank and the Cash Manager, respectively;<br />

203

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