LCP Proudreed PLC - Irish Stock Exchange

a view to achieving a reasonable return on the monies invested. The Cash Manager will not actively
manage such investments with a view to achieving the highest possible returns.
2. Available Funds and their Priority of Application
On each Determination Date prior to a Loan Enforcement Notice being served, the Cash Manager will
determine:
(a) the amount of cash then standing to the credit of the relevant Borrower Transaction Account
(including any interest thereon and any proceeds from any Eligible Investments);
(b) the aggregate of the payments specified in items (a) to (l) (inclusive) in the relevant Obligor
Pre-Enforcement Priority of Payments or the equivalent items of the relevant Obligor Post-
Enforcement Priority of Payments, as then applicable, required to be made on the next Loan Interest
Payment Date (the ‘‘Borrower Debt Service Required Amount’’);
(c) the amount (if any) that will be standing to the credit of the relevant Borrower Transaction Account
after the Borrower Debt Service Required Amount is paid, which is to be transferred to the relevant
Borrower Distribution Account in satisfaction of the payment due to the Borrower under item (m)
of the relevant Obligor Pre-Enforcement Priority of Payments or the equivalent item of the relevant
Obligor Post-Enforcement Priority of Payments.
Obligor Pre-Enforcement Priority of Payments
Prior to the serving of a Loan Enforcement Notice, on each Loan Interest Payment Date, monies then
standing to the credit of the relevant Borrower Transaction Account (including (i) any interest credited
thereto from the Cash Trap Account, the Insurance Proceeds Account and the Disposal Proceeds
Account, (ii) if, on the five immediately preceding Loan Calculation Dates, both the Historical ICR and
the Projected ICR are equal to or greater than 1.5:1, any amounts then standing to the credit of the Cash
Trap Account (excluding for these purposes amounts credited to the ‘‘LTV reserve ledger’’ of such
account) and (iii) any amounts standing to the credit of the ‘‘LTV reserve ledger’’ of the Cash Trap
Account in excess of the relevant LTV Required Amount) shall be applied by the Cash Manager in
accordance with the following Obligor Pre-Enforcement Priority of Payments, in each case only to the
extent that preceding items have been paid in full and the relevant payment does not cause the relevant
Borrower Transaction Account to become overdrawn:
(a) first, in or towards satisfaction, of the fees and other remuneration and indemnity payments (if any)
then payable to the Borrower Security Trustee or any appointee of the Borrower Security Trustee and
any loss, costs, charges, liabilities, indemnity claims and expenses (including, in respect of Taxes,
duties and other charges and including any VAT or similar Tax and legal fees and expenses in full to
the extent that such amounts are due from the Borrower under any Obligor Transaction Document)
then properly incurred by the Borrower Security Trustee or any appointee of the Borrower Security
Trustee and any other amounts payable to the Borrower Security Trustee or any appointee of the
Borrower Security Trustee under the relevant Borrower Deed of Charge or any other Obligor
Transaction Document, together with interest thereon as provided for in the relevant Borrower Deed
of Charge or other Obligor Transaction Document;
(b) second, in or towards satisfaction of any amounts payable by the Borrower to the Issuer by way of
On-going Facility Fee under the Commercial Mortgage Loan Agreement in respect of amounts
described in sub-paragraph (a) of the definition of On-going Facility Fee, after deducting from such
On-going Facility Fee an amount equal to any interest standing to the credit of the Issuer Transaction
Account on the relevant Loan Interest Payment Date;
(c) third, in or towards satisfaction, pro rata and pari passu according to the respective amounts due or
to become due prior to the immediately following Loan Interest Payment Date in respect of:
(i) any amounts to be paid or provided for by the Borrower in respect of United Kingdom
corporation tax or group relief payments (or similar payments) in accordance with the relevant
Tax Deed of Covenant;
(ii) any other amounts for which the Borrower is required to account to a UK Tax Authority
(including any VAT); and
(iii) any amount due in respect of any ground rent or other sum due under any Headlease of a
Secured Property (including any amounts in respect of VAT);
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