LCP Proudreed PLC - Irish Stock Exchange

maturity of the Notes, enforcement of the Issuer Security is the only remedy available for the purposes
of recovering amounts owed in respect of the Notes. Enforcement of the Issuer Security without
enforcement of the related Obligor Security is unlikely to lead to repayment of the Notes.
Although the Issuer Security Trustee will hold the benefit of the Issuer Security created under the Issuer
Deed of Charge on trust for, inter alios, the Noteholders such Issuer Security will also be held on trust for
certain other third parties that will rank ahead of the Noteholders including, inter alios, the Liquidity
Facility Provider and the Hedging Providers (other than in respect of the Liquidity Subordinated
Amounts and the Hedging Subordinated Amounts) (see further the section entitled ‘‘Summary of
Principal Documents – The Issuer Deed of Charge’’ below). Also, for restrictions relating to the Note
Trustee’s powers of enforcement see further Condition 11 (Enforcement).
Denominations
The Notes will be issued in denominations of £100,000. For so long as the Notes are represented by a
Global Note and Euroclear and Clearstream, Luxembourg so permit, the Notes shall be tradeable in
minimum nominal amounts of £100,000 and integral multiples of £1,000 thereafter. However, if Definitive
Notes are required to be issued, they will only be printed and issued in denominations of £100,000.
Accordingly, if Definitive Notes are required to be issued, a Noteholder holding Notes having a nominal
amount which cannot be represented by one or more Definitive Notes in the denomination of £100,000
will not receive a definitive Note in respect of such Notes and will not be able to receive interest or
principal in respect of such Note. Furthermore, at any meeting of Noteholders whilst the Notes are in
global form, any vote cast shall only be valid if it is in respect of £100,000 in nominal amount.
Issue of Additional Notes and Replacement Notes
In certain circumstances and subject to certain conditions being met (as to which see Condition 20 (Issue
of Further Notes, Replacement Notes and New Notes)), the Issuer will be entitled to issue Additional Notes
which will, in the case of Further Notes (but not in the case of New Notes), be fungible with the existing
Notes and will rank pari passu with the existing Notes. The New Notes will be secured by the same
security as the existing Notes, but will rank after the existing Notes and any Further Notes.
In addition, in certain circumstances (as to which see Condition 20 (Issue of Further Notes, Replacement
Notes and New Notes) the Issuer will be entitled to issue Replacement Notes, which will replace existing
Notes and will have the same priority as to security and payment of interest and principal as the Notes
they replace.
If any Additional Notes or Replacement Notes are issued, the Transaction Documents will be amended
in such manner as the Note Trustee considers necessary to reflect such issue and the ranking of such
Additional Notes or Replacement Notes in relation to the Notes.
As a pre-condition to any issuance of Additional Notes or Replacement Notes, the Issuer will need to,
inter alia, satisfy the Ratings Test and no Note Event of Default or Potential Event of Default can have
occurred and be continuing (see Condition 20 (Issue of Further Notes, Replacement Notes and New
Notes)).
Post Enforcement Call Option
Following the service of a Note Enforcement Notice and upon the Note Trustee determining that the
proceeds of such enforcement are insufficient after payment of all other claims ranking in priority to the
Class A Notes and/or the Class B Notes and/or the Class C Notes and/or the Class D Notes, as the case
may be, to make all payments due in respect of such Notes the Post-Enforcement Call Option Holder will,
pursuant to the Post-Enforcement Call Option have the right (but not the obligation) by serving notice
on the Note Trustee to purchase all the Notes then outstanding in consideration for the payment of one
penny in respect of each Note. Upon the exercise of the Post-Enforcement Call Option, the Noteholders
will cease to have any rights against the Issuer.
2. Risks relating to the Secured Properties
Late Payment or Non-Payment of Rent
If the rental payments due under any Occupational Lease are not paid on the due dates or not paid at all
and any resultant shortfall is not otherwise compensated for from other resources a Loan Event of
Default may occur in relation to a Commercial Mortgage Loan if the relevant Borrower fails to pay
amounts due pursuant to a Commercial Mortgage Loan on the relevant Loan Interest Payment Date. The
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