LCP Proudreed PLC - Irish Stock Exchange

Where amounts are to be provided for in accordance with the above Obligor Pre-Enforcement Priority
of Payments prior to their becoming due and payable by the relevant Borrower such amounts shall remain
credited to the relevant Borrower Transaction Account and shall be paid by the Cash Manager to the
relevant creditor on the applicable due date. Such amount shall not be affected by any subsequent
decrease in either the Historical ICR or the Projected ICR giving rise to payments being required to be
made to the Cash Trap Account under item (i) above.
Obligor Post-Enforcement Priority of Payments
Upon delivery of a Loan Enforcement Notice, all monies standing to the credit of the relevant Borrower
Accounts will be paid into the relevant Borrower Transaction Account excluding, for these purposes only,
any amounts standing to the credit of the relevant Contingent Tax Security Account (which are to be
applied in meeting certain Tax liabilities and/or repaid to either the relevant Borrower or the relevant
LCP Covenantor or Proudreed Covenantor, as the case may be, in each case in accordance with the
relevant Tax Deed of Covenant). All monies received into the relevant Borrower Transaction Account
following delivery of a Loan Enforcement Notice (including any gross sale proceeds derived from the sale
of Secured Properties within the Borrower’s Property Portfolio or otherwise from the enforcement of any
of the Obligor Security) will be applied in accordance with the Obligor Post-Enforcement Priority of
Payments set out below, in each case only to the extent that the 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 then standing to the credit of the Issuer
Transaction Account;
(c) third, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of:
(i) any amounts payable by the Borrower to the Account Bank and the Cash Manager under the
terms of the Account Bank and Cash Management Agreement in respect of any Fees and
Expenses of the Account Bank and the Cash Manager respectively; and
(ii) 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-paragraphs
(b)(iii), (b)(iv), (d), (e) and (j) of the definition of On-going Facility Fee (such amounts to be
treated separately for the purpose of any pro rata allocation), after deducting from such
On-going Facility Fee an amount equal to any interest then standing to the credit of the Issuer
Transaction Account to the extent not already deducted in respect of item (b);
(d) fourth, in or towards satisfaction of any amounts due and 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-paragraphs (f) and (k) of the definition of On-going Facility Fee;
(e) fifth, in or towards satisfaction of interest due on the Commercial Mortgage Loan;
(f) sixth, in or towards satisfaction of principal due on the Commercial Mortgage Loan;
(g) seventh, 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 (g) of the definition of On-going Facility Fee;
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