LCP Proudreed PLC - Irish Stock Exchange

(ii)
(iii)
(iv)
(v)
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 this Deed 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 any Fees and Expenses of the Paying
Agents and the Agent Bank incurred under the provisions of the Agency Agreement;
(B) any amounts payable by the Issuer in respect of any Fees and Expenses of the Account
Bank and the Cash Manager under the Issuer Account Bank and Cash Management
Agreement; and
(C) 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;
third, in or towards satisfaction, of any amounts payable to the Liquidity Facility Provider
under the Liquidity Facility Agreement other than the Liquidity Subordinated Amounts;
fourth, in or towards satisfaction of any amounts payable to the Hedging Providers under the
Hedging Agreements including Hedging Termination Payments but excluding any Hedging
Subordinated Amounts;
fifth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due
in respect of any interest payable (including any deferred interest payable, such interest having
been deferred upon allocation of a Principal Loss) in respect of the Class A Notes;
(vi) sixth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any principal payable in respect of the Class A Notes;
(vii) seventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable) in respect of
the Class B Notes;
(viii) eighth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any principal payable in respect of the Class B Notes;
(ix)
(x)
ninth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable) in respect of
the Class C Notes;
tenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any principal payable in respect of the Class C Notes;
(xi) eleventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any interest payable (including any deferred interest payable) in respect of
the Class D Notes;
(xii) twelfth, in or towards satisfaction, pro rata and pari passu according to the respective amounts
due in respect of any principal payable in respect of the Class D Notes;
(xiii) thirteenth, in or towards satisfaction of any amounts payable to the Liquidity Facility Provider
under the Liquidity Facility Agreement in respect of Liquidity Subordinated Amounts;
(xiv) fourteenth, in or towards satisfaction of any amounts payable in respect of amounts due to the
Hedging Providers under the Hedging Agreements in respect of Hedging Subordinated
Amounts;
(xv) fifteenth, in or towards satisfaction of any amounts due to the Borrowers under the
Commercial Mortgage Loan Agreements; and
(xvi) sixteenth, the surplus (if any) to the Issuer or any other persons entitled thereto.
4. COVENANTS
The Issuer has given certain covenants to the Note Trustee and the Issuer Security Trustee pursuant to
the Note Trust Deed and the Issuer Deed of Charge, respectively. In particular, except with the prior
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