LCP Proudreed PLC - Irish Stock Exchange

(v) any amount becoming 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 of all Service Charge Expenses to be incurred by the relevant Borrower, to the extent
not recoverable from Occupational Tenants; and
(vii) any amounts of irrecoverable VAT on amounts payable under (i) to (vi) above,
in each case, as estimated by the Borrower (or the Property Manager on behalf of the Borrower) acting
reasonably, in respect of the relevant Forward-Looking Calculation Period;
Property Management Agreement means (1) the agreement dated the Closing Date (as amended and
restated from time to time) between the Property Manager and LCP Real Estate; and/or (2) the
agreement dated the Closing Date (as amended and restated from time to time) between the Property
Manager and Proudreed Real Estate, or both as the context requires;
Property Manager means L.C.P. Management Limited in its capacity as property manager under the
relevant Property Management Agreement;
Property Manager Duty of Care Deed means (1) the duty of care deed dated on or about the Closing Date
between the Property Manager, the Borrower Security Trustee and LCP Real Estate; and/or (2) the duty
of care deed dated on or about the Closing Date between the Property Manager, the Borrower Security
Trustee and Proudreed Real Estate, or both as the context requires;
Property Portfolio means with respect to a Borrower the portfolio of Secured Properties (including any
Additional Secured Properties) belonging to the relevant Borrower from time to time, and Property
Portfolios shall mean the aggregate of both such portfolios from time to time;
Proposed Accounting Principles means the accounting principles, standards, conventions and practices
connected to other accounting principles including but not limited to the International Accounting
Standards and International Financial Reporting Standards;
Proudreed Covenantor means Proudreed Limited;
Proudreed Real Estate means Proudreed Real Estate Limited;
Provisions for Meetings of Noteholders means the provisions contained in Schedule 7 (Provisions for
Meetings of Noteholders) to the Note Trust Deed;
Rate of Interest has the meaning given to it in Condition 5(c) (Interest – Rate of Interest);
Rating Agencies means Fitch and S&P or, where the context requires, either of them. If at any time Fitch
and S&P is replaced as a Rating Agency, then references to its rating categories shall be deemed instead
to be references to the equivalent rating categories of the entity which replaces it as a Rating Agency;
Rating Criteria means, in respect of a bank, a rating of at least A-1+ by S&P and F1 by Fitch, in each case
in respect of its short-term debt obligations;
Rating Downgrade Event means written notification from the Rating Agencies to the Note Trustee and the
Borrower Security Trustee, confirming that the then current ratings of the Notes will be adversely affected
by the relevant event or matter;
Ratings Test means receipt by the Note Trustee, the Issuer Security Trustee and the Borrower Security
Trustee of a confirmation from each of the Rating Agencies (or, if at any time there is only one Rating
Agency, that Rating Agency) that, in respect of any event or matter in respect of which such confirmation
is required or sought, either:
(a) no Rating Downgrade Event in respect of such Rating Agency has or will occur as a result of the
relevant event or matter; or
(b) that Rating Agency will not downgrade any of the Notes as a result of the relevant event or matter;
Receiver means any person (being a licensed insolvency practitioner), who is appointed by the Borrower
Security Trustee or the Issuer Security Trustee (as applicable) to be a receiver or an administrative
receiver (as the case may be) of the Obligor Security Assets or Issuer Charged Property, respectively, to
act jointly, or jointly and severally, as the Borrower Security Trustee or the Issuer Security Trustee (as
applicable) shall determine;
Reference Amount means, in respect of any Reference Period, an amount equal to the Historical Net
Rental Income for the preceding Reference Period, provided that (a) in respect of the first Reference
204