LCP Proudreed PLC - Irish Stock Exchange

(vi) take any enforcement action in respect of the Obligor Security except in accordance with the
provisions of the relevant Borrower Deed of Charge and the other Obligor Security Documents.
Each Obligor will undertake in the relevant Borrower Deed of Charge that it will not do or agree to do
any act whereby an Obligor Secured Creditor would be in breach of any of (i) to (vi) above.
Exercise of Borrower Security Trustee’s rights and discretions
The Borrower Security Trustee shall, in exercising its powers, trusts, authorities, duties and discretions in
respect of the Obligor Security Assets have regard to the interests of the Obligor Secured Creditors
generally provided that for so long as there are any Issuer Secured Obligations outstanding the Borrower
Security Trustee shall only act in accordance with the directions of the Issuer Security Trustee.
Modifications, consents or waivers
The Borrower Deeds of Charge will provide, notwithstanding the above, that the Borrower Security
Trustee may in its discretion, without the consent of, or consultation with, any Obligor Secured Creditor,
the Note Trustee or any Noteholder, concur in making any other modification to, give any other consent
under, or grant any other waiver in respect of any breach or proposed breach of any Transaction
Document if:
(a)
(b)
(c)
in its opinion, it is required to correct a manifest error or it is of a formal, minor, administrative or
technical nature, or is necessary or desirable for the purposes of clarification;
such modification, consent or waiver is not, in the opinion of the Borrower Security Trustee,
materially prejudicial to the interests of the Obligor Secured Creditors (taken as a whole) or the
Noteholders (as to the latter of which the Borrower Security Trustee shall be entitled to rely on any
confirmation from the Rating Agencies or, in the absence of such confirmation, shall rely upon the
direction of the Issuer Security Trustee who will in turn act in accordance with the direction of the
Note Trustee); or
such consent or release is expressly contemplated in the relevant Commercial Mortgage Loan
Agreement or Borrower Deed of Charge and the relevant Obligor has complied with all necessary
procedures (if any) set out in the relevant Commercial Mortgage Loan Agreement or Borrower
Deed of Charge for obtaining such consent, waiver or modification and provides any necessary
documentation and, to the extent applicable, satisfies any other requirements, whether imposed
under the Transaction Documents or by law or regulation.
Enforcement action
Each Obligor Secured Creditor will agree, save as provided below, not to declare a Loan Event of Default
or declare that any Obligor Secured Obligation is payable on demand, and only the Borrower Security
Trustee or any Receiver appointed by the Borrower Security Trustee may take enforcement action against
any Obligor. The Borrower Security Trustee shall not be obliged to do any of the above unless it is
indemnified and/or secured to its satisfaction and (so long as there are any Issuer Secured Obligations
outstanding) will only exercise any such rights on the instructions of the Issuer Security Trustee. The
Issuer Security Trustee shall not be obliged to provide any such instruction unless it is instructed in
accordance with the Issuer Deed of Charge.
Governing law
The Borrower Deeds of Charge will be governed by English law.
3. The Account Bank and Cash Management Agreements
Each Borrower and the Issuer (each, an ‘‘Accountholder’’) will enter into a separate Account Bank and
Cash Management Agreement with the Account Bank with whom their accounts are to be held, pursuant
to which the Cash Manager will be appointed, as agent of the Accountholder and, as the case may be, the
Borrower Security Trustee or Issuer Security Trustee, to (i) act as cash manager in respect of amounts
standing from time to time to the credit of the relevant Accounts; (ii) invest monies standing to the credit
from time to time of the relevant Accounts in Eligible Investments and (iii) in the case of the Issuer,
calculate the Issuer Cost of Funds, Liquidity Shortfall and any Principal Loss, act as agent of the Issuer
in connection with the Liquidity Facility Agreement and inter alia, provide the information described
below to the Noteholders. In each Account Bank and Cash Management Agreement, the Account Bank
will waive all rights of set-off in relation to the Accounts subject to that agreement.
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