LCP Proudreed PLC - Irish Stock Exchange

of interest on the Class C Notes, which will rank ahead of payments of interest on the Class D Notes. Both
prior to, and following, the delivery of a Note Enforcement Notice, repayments of principal on the Class
A Notes will rank ahead of repayments of principal on the Class B Notes, which will rank ahead of
repayments of principal on the Class C Notes, which will rank ahead of repayments of principal on the
Class D Notes. Repayments of principal and payments of interest on the Notes will rank, both prior to and
following enforcement of the relevant Issuer Security, after among other things, payments of fees,
remuneration and expenses of the Note Trustee and the Issuer Security Trustee and their appointees (if
any); the fees and expenses of the Agents and the Account Bank; amounts due to the Liquidity Facility
Provider (other than the Liquidity Subordinated Amounts) and the Hedging Providers under the Hedging
Agreements (other than the Hedging Subordinated Amounts).
In performing its duties as trustee for the Noteholders, the Note Trustee will not be entitled to consider
solely the interests of the holders of the most senior class of Notes then outstanding but will need to have
regard to the interests of all of the Noteholders. In particular the Note Trustee may not grant its consent
to any Basic Terms Modifications or certain waivers of the Notes, the Conditions or any of the Transaction
Documents unless authorised to do so by the holders of each Class of Notes.
Subject as provided above, where there is, in the Note Trustee’s opinion, a conflict between the interests
of the holders of one Class of Notes and the holders of another Class of Notes, the Note Trustee will be
required to have regard only to the interests of the most senior Class of Notes then outstanding.
In certain circumstances amendments to the Transaction Documents may require the consent of other
Issuer Secured Creditors, including the Liquidity Facility Provider and the Hedging Providers. The
interests of these other Issuer Secured Creditors may conflict with those of the Noteholders and,
consequently, may result in amendments being vetoed despite being potentially beneficial to all or any
Class of Noteholders.
Monitoring of compliance with representations, warranties and covenants and the occurrence of a Loan
Event of Default or Potential Loan Event of Default
The Issuer is a special purpose company, therefore it will not, nor does it possess the resources actively
to monitor whether a Loan Event of Default or a Potential Loan Event of Default has occurred, including,
for this purpose, the continued accuracy of the respective representations and warranties made by the
Borrowers and compliance by the Borrowers, with their respective covenants and undertakings.
Each Borrower Deed of Charge will provide that the Borrower Security Trustee will be entitled to
assume, unless it is otherwise disclosed in any Investor Report or compliance certificate thereunder or the
Borrower Security Trustee is expressly informed otherwise by the relevant Borrower, that no Loan Event
of Default or Potential Loan Event of Default has occurred which is continuing. The Borrower Security
Trustee will not itself monitor whether any such event has occurred but will (unless expressly informed
to the contrary by the relevant Borrower) rely on certificates delivered under the applicable Commercial
Mortgage Loan Agreement to determine whether a Loan Event of Default or a Potential Loan Event of
Default has occurred. For further details concerning Loan Events of Default or Potential Loan Events of
Default, see further the section entitled ‘‘Summary of Principal Documents – The Commercial Mortgage
Loan Agreements’’ below.
Each Commercial Mortgage Loan Agreement with a Borrower will require the relevant Borrower to
inform the Issuer and the Borrower Security Trustee of the occurrence of any Loan Event of Default and
Potential Loan Event of Default promptly upon becoming aware of the same. In addition, each Borrower
is required to confirm in each compliance certificate delivered thereunder (each of which will be delivered
to, among other recipients, the Borrower Security Trustee) whether or not any Loan Event of Default or
Potential Loan Event of Default has occurred (and, if one has, what action is being or proposed to be
taken to remedy it).
The occurrence of a Loan Event of Default will entitle the Borrower Security Trustee to pursue any of
the courses of action available to it in respect of the affected Borrower and its Property Portfolio, as set
out under the sections entitled ‘‘Summary of Principal Documents – The Commercial Mortgage Loan
Agreements’’ and ‘‘Summary of Principal Documents – The Borrower Deeds of Charge’’ below.
Issuer Security
If the Issuer Security is enforced, the proceeds of such enforcement may be insufficient, after payment of
all other claims ranking in priority to amounts due under the Notes under the Issuer Deed of Charge, to
pay in full all principal and interest (and any other amounts) due in respect of the Notes. Prior to the final
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