LCP Proudreed PLC - Irish Stock Exchange

(h) eighth, 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 (h) of the definition of On-going Facility Fee;
(i) ninth, 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 (i) of the definition of On-going Facility Fee;
(j) tenth, in or towards satisfaction of any amounts for which the Borrower is required to account to a UK
Tax Authority (including any VAT); and
(k) eleventh, in payment of any excess to the Borrower by way of a deposit into the Borrower Distribution
Account.
3. Monies available to the Issuer
Prior to a Note Enforcement Notice being served, the Cash Manager will determine the monies which the
Issuer has available to it to enable it to perform its obligations under or in respect of the Notes on each
Interest Payment Date which will comprise:
(i) monies received by the Issuer from the Borrowers under the Commercial Mortgage Loan
Agreements;
(ii) money received from the Hedging Providers under the Hedging Agreements;
(iii) the earnings and proceeds from the making of Eligible Investments; and
(iv) all other amounts standing to the credit of the Issuer Transaction Account.
The Cash Manager will also determine the extent of any Liquidity Shortfall (to which extent it will
provide a notice of drawdown to the Liquidity Facility Provider pursuant to the Liquidity Facility
Agreement).
Issuer Accounts
As at the Closing Date, the Issuer will have established the Issuer Transaction Account and the Liquidity
Facility Standby Account to be managed by the Cash Manager pursuant to the Issuer Account Bank and
Cash Management Agreement. The Issuer Transaction Account will be held with the Account Bank.
The description of the operation of the Issuer Transaction Account in this section will only apply prior to
the enforcement of the Issuer Security and any amounts standing to the credit of the Liquidity Facility
Standby Account will not be available to the Issuer Secured Creditors generally (but only as security in
respect of the obligations to the Liquidity Facility Provider) and will be repaid to the Liquidity Facility
Provider (as described in ‘‘The Liquidity Facility’’ below). Following the enforcement of the Issuer
Security, the Issuer Transaction Account will operate in accordance with the instructions of the Issuer
Security Trustee or, as the case may be, any Receiver appointed under the Issuer Deed of Charge.
Pursuant to the Issuer Account Bank and Cash Management Agreement, any amounts held in the Issuer
Transaction Account may be invested from time to time in Eligible Investments at the direction of the
Cash Manager (or any delegate thereof) on behalf of the Issuer.
Prior to the service of a Note Enforcement Notice, the Issuer will be entitled to declare a dividend,
payable from the Issuer Transaction Account on the immediately following Interest Payment Date (each
such dividend a ‘‘Set-up Dividend’’) provided that the aggregate of all amounts paid or payable by the
Issuer by way of Set-up Dividend shall not exceed £13,500.
Issuer Pre Enforcement Priority of Payments
Prior to service of a Note Enforcement Notice, amounts standing to the credit of the Issuer Transaction
Account, other than any amounts credited to the ‘‘swap collateral ledger’’ of the Issuer Transaction
Account following the occurrence of a Hedging Downgrade Event in respect of that Hedging Provider
(which are to be applied in returning collateral to, or in satisfaction of amounts owing by, the relevant
Hedging Provider in accordance with the relevant Hedging Agreement and the relevant Hedging Credit
Support Document) will be applied by the Cash Manager on behalf of the Issuer in accordance with the
following Issuer Pre-Enforcement Priority of Payments on each Interest Payment Date, in each case only
to the extent that preceding items have been paid in full and the relevant payment does not cause the
Issuer Transaction Account to become overdrawn:
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