LCP Proudreed PLC - Irish Stock Exchange

Each Accountholder will pay to each of the Cash Manager and the Account Bank an agreed fee (exclusive
of any applicable VAT). Payment of the fees due to the Cash Manager and the Account Bank by an
Accountholder will rank senior to payments in respect of the Commercial Mortgage Loan and the Notes
(as the case may be).
The Cash Manager will be permitted to sub-contract or delegate the performance of any of its obligations
provided that it uses all reasonable skill and care in the selection of its appointee and forthwith upon
making the appointment gives notice of such appointment to the relevant Borrower and the Borrower
Security Trustee or the Issuer and the Issuer Security Trustee, as the case may be, depending on the
Accountholder. The Account Bank will give certain representations, including that it satisfies the Ratings
Criteria. The Cash Manager will covenant, among other things, that it will allocate or procure that
sufficient resources are allocated to enable it to perform its obligations under the relevant Account Bank
and Cash Management Agreement.
An Accountholder may not withdraw any monies from the relevant Accounts otherwise than in
accordance with the provisions of the relevant Security created over those Accounts and the applicable
Account Bank and Cash Management Agreement.
Each Account Bank and Cash Management Agreement will contain provisions, inter alia, for the transfers
of amounts between, and withdrawal of funds from, the relevant Accounts.
Details concerning the Borrower Accounts, the Issuer Accounts, the Issuer Pre-Enforcement Priority of
Payments, the Obligor Pre-Enforcement Priority of Payments, the Issuer Post-Enforcement Priority of
Payments and the Obligor Post-Enforcement Priority of Payments are described further in the section
entitled ‘‘Resources Available to the Borrowers and the Issuer’’ below.
Under each Account Bank and Cash Management Agreement, all accounts established and/or maintained
pursuant to the relevant Account Bank and Cash Management Agreement must be maintained
with a bank that has a rating of at least ‘‘F1’’ by Fitch and ‘‘A-1+’’ by S&P, in each case in respect of its
short-term debt obligations (the ‘‘Rating Criteria’’).
If at any time the Account Bank ceases to satisfy the Rating Criteria, then as soon as reasonably
practicable and in any event within 30 days of such time, the relevant Borrower or the Issuer (as the case
may be) will procure the transfer of the relevant accounts to another bank or banks approved by the
Borrower Security Trustee and/or the Issuer Security Trustee, as applicable, that satisfies the Rating
Criteria and each of the Account Bank and the Cash Manager shall provide such assistance as is necessary
in effecting such transfer.
In addition, appointments of the Cash Manager and the Account Bank may be terminated by the relevant
Accountholder (with the consent of the Borrower Security Trustee or Issuer Security Trustee, as the case
may be) or by the Borrower Security Trustee or Issuer Security Trustee, as the case may be, following
certain events including, in the case of the Cash Manager, a failure by the Cash Manager to perform its
duties under the applicable Account Bank and Cash Management Agreement and an insolvency-related
event in relation to the Cash Manager.
Each Accountholder, with the approval of the Borrower Security Trustee or Issuer Security Trustee, as the
case may be, shall appoint a replacement Cash Manager or Account Bank in the event that the
appointment of the Cash Manager or Account Bank is terminated. The termination of the appointment
of the Cash Manager or Account Bank shall not be effective until a replacement has been appointed.
Under the Issuer Account Bank and Cash Management Agreement, the Cash Manager will agree, inter
alia, (but subject always to any confidentiality restrictions imposed by applicable law) to provide certain
information and reports to the Noteholders, or the Note Trustee on behalf of the Noteholders, in relation
to the Notes, the Issuer, the Commercial Mortgage Loans, the Borrowers and the Property Portfolios,
such reports to include the Investor Reports.
The Investor Reports will be prepared quarterly, will include the following information and will be made
available to Noteholders on www.ctslink.com or such other website as may be notified to them in accordance
with Condition 19 (Notices and Information) (such websites do not form part of this offering circular):
• details of interest, Pool Factor and principal paid and payable on each class of Notes;
• details of the Commercial Mortgage Loans (including any covenant testing);
• the latest Market Value of the Property Portfolios (based upon the most recent Valuation
Report);
• details of each Property Portfolio by reference to property type and region;
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