LCP Proudreed PLC - Irish Stock Exchange

whole as regards the exercise or performance of each of its trusts, powers, authorities, duties,
discretions and obligations in respect of the Issuer Security under the Issuer Deed of Charge and
each of the other Transaction Documents or the rights or benefits which are comprised in the Issuer
Security. If, in relation to the exercise or performance of any of those trusts, powers, authorities,
duties, discretions and obligations, in the Issuer Security Trustee’s opinion there is or may be a
conflict:
(i) between the interests of (A) the Class A Noteholders and (B) the other Issuer Secured
Creditors, the Issuer Security Trustee shall, to the extent permitted by applicable law, have
regard only to the interests of the Class A Noteholders;
(ii) if there are no Class A Notes outstanding, between the interests of (A) the Class B
Noteholders and (B) the other Issuer Secured Creditors, the Issuer Security Trustee shall, to
the extent permitted by applicable law, have regard only to the interests of the Class B
Noteholders;
(iii) if there are no Class A Notes or Class B Notes outstanding, between the interests of (A) the
Class C Noteholders and (B) the other Issuer Secured Creditors, the Issuer Security Trustee
shall, to the extent permitted by applicable law, have regard only to the interests of the Class
C Noteholders; and
(iv) if there are no Class A Notes or Class B Notes or Class C Notes outstanding, between the
interests of (A) the Class D Noteholders and (B) the other Issuer Secured Creditors, the Issuer
Security Trustee shall, to the extent permitted by applicable law, have regard only to the
interests of the Class D Noteholders.
(f) The Note Trustee in considering whether any event or any action taken or to be taken is materially
prejudicial to the interests of any Class of Noteholders (the ‘‘No Material Prejudice Test’’)shallbe
entitled to take into account whether or not the Ratings Test has been satisfied; provided that the
Note Trustee shall continue to be responsible for taking into account all other matters which would
be relevant to the No Material Prejudice Test;
(g) The Note Trustee may, in its absolute discretion, at any time and without prejudice to Conditions
3(d) (Status, Priority and Security – Status and Relationship between the Notes), or 13(b) (Meetings
of Noteholders – Extraordinary Resolutions and Basic Terms Modifications), and having regard to
the particular circumstances then applicable, convene a Meeting or Meetings of the Noteholders or
of a specific Class or Classes of Noteholders.
Security
(h) As security for the Issuer Secured Obligations, the Issuer has created the following security pursuant
to the Issuer Deed of Charge:
(i) a first fixed charge over the Issuer’s right, title, interest and benefit in the Obligor Security
Assets;
(ii) an assignment by way of first fixed security over the Issuer’s rights in the Assigned Contractual
Rights;
(iii) an assignment by way of first fixed security of the interest of the Issuer under each Issuer
Transaction Document (other than the Note Trust Deed and the Issuer Deed of Charge);
(iv) a first fixed charge over the Issuer’s rights to the Eligible Investments (which may take effect
as a floating charge and so rank behind the claims of any preferential creditors of the Issuer);
(v) a first fixed charge over the Issuer’s rights in the Issuer Accounts and the debts represented
thereby (which may take effect as a floating charge and so rank behind the claims of any
preferential creditors of the Issuer); and
(vi) a floating charge over all the present and future property, assets and undertaking of the Issuer
not subject to the fixed charges or assignments by way of security described above, which shall
be deferred in point of priority to all fixed security validly and effectively created by it and as
described in paragraphs (i) to (v) above.
Issuer Priority of Payments Prior to Enforcement
(i) Prior to the delivery of a Note Enforcement Noticein accordance with Condition 10 (Note Events of
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