LCP Proudreed PLC - Irish Stock Exchange

A breach of a Financial Covenant may be remedied by one or more of the following:
(i) the deposit of an amount into the Borrower Transaction Account which is sufficient to
generate an amount of income which, if such income had been available on the first day
of the Historical Calculation Period, or Forward-Looking Calculation Period, by
reference to which either the Historical ICR or Projected ICR, respectively, was
calculated;
(ii) the substitution of Secured Properties, so long as the requirements described in the
sub-sections entitled ‘‘Same-Day Substitution of the Secured Properties’’ and ‘‘Disposals
of Assets and Secured Properties’’ are satisfied; and/or
(iii) the addition of Additional Secured Properties, so long as requirements described in the
sub-section entitled ‘‘Acquisition of Additional Properties’’ are satisfied,
(or any combination of the foregoing) in each case as would have ensured that such breach would not
have occurred had the Financial Covenants been calculated as if such remedy had been implemented on
the first day of the relevant Historical Calculation Period or Forward-Looking Calculation Period, as the
case may be. If not so remedied, a breach of a Financial Covenant will be capable of constituting a Loan
Event of Default in respect of the relevant Commercial Mortgage Loan.
In addition, any breach of the Financial Covenants may be remedied through any remedial action which
the Rating Agencies confirm to the Issuer Security Trustee and the Borrower Security Trustee will not
lead to a downgrade of the then-current rating applicable to the Notes.
LTV Ratio
Pursuant to the terms of each Commercial Mortgage Loan Agreement, each Borrower will covenant and
undertake to ensure that, during the LTV Reference Period, the LTV Ratio in respect of its Commercial
Mortgage Loan is not greater than 70 per cent.
The LTV Ratio will be tested by or on behalf of each Borrower on each Loan Calculation Date during
the LTV Reference Period commencing on the Loan Calculation Date falling in November 2012 on the
basis of the aggregate Market Value of the Secured Properties comprised within the relevant Borrowers’
Property Portfolio as at such date as determined in the most recent Valuation Reports.
If, on a Loan Calculation Date during the LTV Reference Period, the LTV Ratio in respect of a Borrower
is greater than 70 per cent., the relevant Borrower will be required to remedy the same by (a) the
acquisition or substitution of Secured Properties, so long as the requirements described in the sub-sections
entitled ‘‘Acquisitions of Additional Properties’’, ‘‘Same-Day Substitution of the Secured Properties’’ and
‘‘Disposals of Assets and Secured Properties’’ are satisfied and/or the deposit of an amount into the
relevant Cash Trap Account (to be credited to the ‘‘LTV reserve ledger’’ of such account), in each case
as would have ensured that the LTV Ratio would have been at or below 70 per cent. had the relevant LTV
Ratio been calculated as if such Secured Properties and/or cash had been so acquired, substituted or
deposited, as the case may be, on the relevant Loan Calculation Date.
Pending its making an acquisition of an Additional Secured Property, a Same-Day Substitution Disposal
or deposit of cash into the Cash Trap Account as described above, the relevant Borrower will be required
in accordance with item (i) of the Obligor Pre-Enforcement Priority of Payments to deposit all sums then
standing to the credit of the relevant Borrower Transaction Account (after deducting amounts necessary
to pay items (a) to (h) of the Obligor Pre-Enforcement Priority of Payments) into the relevant Cash Trap
Account on the immediately following Loan Interest Payment Date (such amounts to be credit to the
‘‘LTV reserve ledger’’ of such account) up to a maximum aggregate amount equal to the amount required
to be so credited in order for the relevant LTV Ratio, when recalculated to take account of such deposit,
to be at or below 70 per cent. (the ‘‘LTV Required Amount’’).
If, in respect of a Loan Calculation Date falling within the LTV Reference Period, either the Historical
ICR or Projected ICR or both are at such level as the relevant Borrower is already required in accordance
with item (i) of the Obligor Pre-Enforcement Priority of Payments to make a deposit into the relevant
Cash Trap Account, the relevant Borrower (or the Cash Manager on its behalf) will, from the total sum
credited to the Cash Trap Account on the relevant Loan Interest Payment Date, first credit an amount
required to maintain the balance of sums credited to the ‘‘LTV reserve ledger’’ at the LTV Required
Amount to the ‘‘LTV reserve ledger’’ of the relevant Cash Trap Account, with the balance to remain as
a general credit to the relevant Cash Trap Account. If, on a subsequent Loan Calculation Date, the LTV
Ratio in respect of a Borrower that has amounts credited to its ‘‘LTV reserve ledger’’ is such as to be at
63