LCP Proudreed PLC - Irish Stock Exchange

(iii)
(iv)
Agreement or such other Hedging Agreement (whether or not the Issuer or the relevant
Hedging Provider has an obligation to pay additional amounts in respect of such withholding
or deduction) any amount for or on account of any Taxes imposed, levied, collected, withheld
or assessed by any Tax Authority;
by reason of a change of law (or the application or official interpretation thereof), which
change becomes effective on or after the Closing Date, the amounts payable to the Issuer in
respect of principal, interest or other sums payable under the Commercial Mortgage Loan
Agreements cease to be receivable in full on the dates on which they are due to be paid unless
adequately compensated for by gross-up provisions in such Commercial Mortgage Loan
Agreements; or
the Issuer, by reason of a change in or expiry of Tax law (or in the application or official
interpretation of any Tax law), would not be entitled to relief for Tax purposes for any amount
which it is obliged to pay under the Notes or under any Hedging Agreement, or would be taxed
by reference to an amount which it was not entitled to receive under any Hedging Agreement.
Optional Redemption
(d) (i) On giving not more than 60 nor less than 30 days prior notice to the Note Trustee and to
relevant Class of Noteholders in accordance with Condition 19 (Notices and information) and
provided that (A) on the Interest Payment Date on which such notice expires, no Note
Enforcement Notice has been served and (B) the Issuer has, prior to giving such notice,
certified to the Note Trustee and provided evidence acceptable to the Note Trustee to the
effect that it will have the necessary funds to discharge any amounts required under the Issuer
Deed of Charge to be paid on such Interest Payment Date, the Issuer may redeem all of any
Class of Notes on any Interest Payment Date. The aggregate payment to be made in respect
of the Notes to be redeemed is hereafter referred to as the ‘‘Redemption Amount’’.
(ii) The Issuer shall, on exercise of its option to redeem pursuant to Condition 6(d)(i), redeem the
Notes of that Class pro rata.
(iii) The Redemption Amount in respect of any Notes redeemed pursuant to Condition 6(d)(i) will
be an amount equal to the Principal Amount Outstanding of the relevant Notes together with
accrued but unpaid interest on the Principal Amount Outstanding of the relevant Notes up to
and including the date of redemption.
Note Principal Payments, Principal Amount Outstanding, Adjusted Principal Amount Outstanding and
Pool Factor
(e) If as a result of the application of the proceeds of any repayment or prepayment of a Commercial
Mortgage Loan pursuant to Condition 6(b) (Redemption, Purchase and Cancellation – Mandatory
Redemption) in accordance with the Issuer Pre-Enforcement Priority of Payments any amount is to
be applied to redeem Notes of any Class, each Note of that Class will be redeemed in an amount (the
‘‘Note Principal Payment’’) equal to the lesser of (i) the funds remaining credited to the Issuer
Transaction Account and available for payment of principal in respect of that Class and (ii) the
aggregate Principal Amount Outstanding in respect of that Class, divided by the number of Notes
of that Class and rounded down to the nearest pound.
If any Principal Loss occurs, on the next Calculation Date such Principal Loss will be allocated to
a particular Class of Notes (and pro rata to the Notes within that Class), in each case rounded down
to the nearest pound, as follows:
(i) first, to the Class D Notes, until the Adjusted Principal Amount Outstanding of such Notes is
zero;
(ii) second, to the Class C Notes, until the Adjusted Principal Amount Outstanding of such Notes
is zero;
(iii) third, to the Class B Notes, until the Adjusted Principal Amount Outstanding of such Notes
is zero;
(iv) fourth, to the Class A Notes, until the Adjusted Principal Amount Outstanding of such Notes
is zero.
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