LCP Proudreed PLC - Irish Stock Exchange

RESOURCES AVAILABLE TO THE BORROWERS AND THE ISSUER
Below is a summary of the resources available to the Borrowers and the Issuer to enable them to meet their
payment obligations in respect of the Commercial Mortgage Loans and the Notes, respectively. The
information in this section does not purport to be complete and is qualified in its entirety by reference to the
detailed information appearing in the relevant Transaction Documents and summarised elsewhere in this
Offering Circular. Prospective purchasers of the Notes are advised to read carefully and to rely, in addition,
on the detailed information appearing elsewhere in this Offering Circular in making any decision whether
or not to invest in any Notes.
1. Borrower Accounts
The description of the operation of each Borrower Transaction Account, Disposal Proceeds Account,
Insurance Proceeds Account, Cash Trap Account and Contingent Tax Security Account (all such
accounts, being, in respect of each Borrower, the ‘‘Borrower Accounts’’) as well as each Borrower
Distribution Account in this section will only apply prior to the enforcement of the relevant Obligor
Security. Following the enforcement of the relevant Obligor Security, the relevant Borrower Accounts as
well as the Borrower Distribution Account will operate in accordance with the instructions of the
Borrower Security Trustee or, as the case may be, any Receiver appointed under the Borrower Deeds of
Charge. Any amounts standing to the credit of a Contingent Tax Security Account will not be available
to the Obligor Secured Creditors generally but will be applied in making payments in respect of Tax
liabilities of the Borrower for which such amounts have been reserved, if any, and any excess amounts
following payment of such Tax liabilities shall be repaid to the relevant Borrower (if contributed by it) or
LCP Covenantor or Proudreed Covenantor, as the case may be.
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 satisfies the Rating Criteria.
The Borrower Transaction Account
As at the Closing Date, each Borrower will have instructed the Property Manager to ensure that all
amounts received by way of rental and service charge income are paid into the relevant account in the
name of the Borrower maintained with the Account Bank (each such account being, in respect of the
relevant Borrower, the ‘‘Borrower Transaction Account’’). Pursuant to the terms of the relevant
Commercial Mortgage Loan Agreement and the relevant Account Bank and Cash Management
Agreement, the Borrowers will covenant that they will ensure that, for so long as the relevant Commercial
Mortgage Loan remains outstanding, all such amounts received will be paid into the relevant Borrower
Transaction Account. On the Closing Date each Borrower will pay, from the proceeds of its Commercial
Mortgage Loan, into the relevant Borrower Transaction Account an amount calculated by the relevant
Borrower as being sufficient to enable it to make payments in respect of any costs and taxes expected to
become due and payable by that Borrower in the period from the Closing Date to the first Loan Interest
Payment Date.
Pursuant to each Account Bank and Cash Management Agreement, monies standing to the credit of a
Borrower Transaction Account may not be used for any purpose other than:
(i) making Eligible Investments; and
(ii) making payments due on each Loan Interest Payment Date in accordance with the relevant
Account Bank and Cash Management Agreement and the Borrower Deed of Charge; and
(iii) making payments in respect of any costs and taxes arising that have been provided for on a
preceding Loan Interest Payment Date or, if there is no such preceding Loan Interest Payment
Date, on the Closing Date in accordance with the relevant Account Bank and Cash
Management Agreement and the Borrower Deed of Charge.
Disposal Proceeds Account
Pursuant to each Account Bank and Cash Management Agreement, each Borrower will establish and
maintain a disposal proceeds account (each such account being, with respect to the relevant Borrower, the
‘‘Disposal Proceeds Account’’) with the Account Bank to which the gross proceeds of disposals of
Secured Properties will be credited. Amounts credited to a Disposal Proceeds Account may only be used
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