LCP Proudreed PLC - Irish Stock Exchange

Default), the Cash Manager shall on each Interest Payment Date make payments from amounts
standing to the credit of the Issuer Transaction Account other than any amounts credited to the
‘‘swap collateral ledger’’ of the Issuer Transaction Account following the occurrence of a Hedging
Downgrade Event in respect of that Hedging Provider (which are to be applied in returning
collateral to, or in satisfaction of amounts owing by, the relevant Hedging Provider in accordance
with the relevant Hedging Agreement and the relevant Hedging Credit Support Document), to be
applied in paying or providing for the payment of the following amounts (in each case, together with
any interest and any VAT thereon, as provided for in the relevant Transaction Documents) in the
following order of priority (the ‘‘Issuer Pre-Enforcement Priority of Payments’’) (in each case only
if and to the extent that payments or provisions of a higher order of priority have been made in full),
in accordance with and as more fully set out in the Issuer Deed of Charge:
(i)
(ii)
(iii)
first, in or towards satisfaction, pro rata and pari passu according to the respective amounts due
in respect of the fees and other remuneration and indemnity payments (if any) then payable
to the Issuer Security Trustee or the Note Trustee or any appointee of the Issuer Security
Trustee or the Note Trustee and any loss, costs, charges, liabilities, indemnity claims and
expenses (including, in respect of Taxes, duties and other charges and including any VAT or
similar Tax and legal fees and expenses in full to the extent that such amounts are due from
the Issuer under any Transaction Document) then properly incurred by the Issuer Security
Trustee or the Note Trustee or any appointee of the Issuer Security Trustee or the Note
Trustee and any other amounts payable to the Issuer Security Trustee or the Note Trustee or
any appointee of the Issuer Security Trustee or the Note Trustee under the Issuer Deed of
Charge or any other Transaction Document, together with interest thereon as provided for in
the Issuer Deed of Charge or other Transaction Document;
second, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of:
(A) any amounts payable by the Issuer in respect of the Issuer’s operating expenses incurred
in the course of the Issuer’s business (other than as provided elsewhere in this priority of
payments) that have become due and payable, including:
(I) any amounts payable by the Issuer to the Issuer Corporate Services Provider in
respect of any Fees and Expenses pursuant to the Issuer Corporate Services
Agreement;
(II) any amounts payable by the Issuer to third parties in respect of the establishment,
maintenance and good standing of the Issuer or otherwise payable for the on going
existence or maintenance of its business and which are not otherwise specified or
provided for in items (i) to (xii) (inclusive);
(III) any amounts payable by the Issuer in respect of any Fees and Expenses of the
Paying Agents and the Agent Bank incurred under the provisions of the Agency
Agreement;
(IV) any amounts payable by the Issuer in respect of any Fees and Expenses of the
Account Bank and the Cash Manager respectively under the Issuer Account Bank
and Cash Management Agreement;
(V) any amounts payable by the Issuer in respect of any Fees and Expenses of the
Liquidity Facility Provider; and
(VI) any amounts payable by way of Set-up Dividend;
(B) any amounts to be paid or provided for by the Issuer in respect of all United Kingdom
corporation tax for which the Issuer is primarily liable;
(C) any other amounts for which the Issuer is required to account to a UK Tax Authority
(including VAT); and
(D) any amounts payable by the Issuer to the Rating Agencies in respect of any Fees and
Expenses and the Irish Stock Exchange in respect of any fees that, in each case, they may
reasonably incur on an ongoing basis in connection with the rating or listing of the Notes,
as the case may be;
third, in or towards satisfaction, of any amounts payable to the Liquidity Facility Provider
under the Liquidity Facility Agreement (including, for the avoidance of doubt, following any
Liquidity Facility Standby Drawing) other than the Liquidity Subordinated Amounts;
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