LCP Proudreed PLC - Irish Stock Exchange

(d) fourth, in or towards satisfaction of any amounts payable to the Hedging Providers under the Hedging
Agreements including Hedging Termination Payments but excluding any Hedging Subordinated
Amounts;
(e) fifth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of any interest payable (including any deferred interest payable, such interest having been
deferred upon allocation of a Principal Loss) in respect of the Class A Notes;
(f) sixth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of any principal payable in respect of the Class A Notes;
(g) seventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts due
in respect of any interest payable (including any deferred interest payable) in respect of the Class B
Notes;
(h) eighth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of any principal payable in respect of the Class B Notes;
(i) ninth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of any interest payable (including any deferred interest payable) in respect of the Class C
Notes;
(j) tenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of any principal payable in respect of the Class C Notes;
(k) eleventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts due
in respect of any interest payable (including any deferred interest payable) in respect of the Class D
Notes;
(l) twelfth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in
respect of any principal payable in respect of the Class D Notes;
(m) thirteenth, in or towards satisfaction of any amounts payable to the Liquidity Facility Provider under
the Liquidity Facility Agreement in respect of Liquidity Subordinated Amounts;
(n) fourteenth, in or towards satisfaction of any amounts payable in respect of amounts due to the
Hedging Providers under the Hedging Agreements in respect of Hedging Subordinated Amounts;
(o) fifteenth, in or towards satisfaction of any amounts due to the Borrowers under the Commercial
Mortgage Loan Agreements; and
(p) sixteenth, the surplus (if any) to the Issuer or any other persons entitled thereto.
4. The Liquidity Facility
The Issuer Deed of Charge will contain a covenant from the Issuer to the Issuer Security Trustee requiring
the Issuer to maintain, save as described below, a liquidity facility provided by a bank with the Liquidity
Requisite Ratings on terms acceptable to the Rating Agencies.
The maximum amount available for drawdown under the Liquidity Facility will be equal to £18,900,000
(the ‘‘Liquidity Facility Maximum Amount’’). The Liquidity Facility Maximum Amount will reduce in
proportion to prepayments of principal on the Notes.
The Issuer will pay a commitment fee to the Liquidity Facility Provider that will rank senior to the Notes
in the Issuer Priority of Payments.
Under the terms of the Liquidity Facility Agreement to be entered into on the Closing Date, the Issuer
may request the Liquidity Facility Provider to provide the Issuer with Advances up to the Liquidity
Facility Maximum Amount less any outstanding Advances (the ‘‘Available Commitment’’)onorbefore
each Interest Payment Date in circumstances where the Issuer will have a Liquidity Shortfall on any
Interest Payment Date (as calculated by the Cash Manager on the immediately preceding Determination
Date). Drawings under the Liquidity Facility may be requested for so long as a Note Enforcement Notice
has not been served, certain other events have not occurred in respect of the Issuer and various warranties
of the Issuer remain true in all material respects.
The interest rate on Liquidity Drawings under the Liquidity Facility Agreement will be the sum of the
LIBOR for sterling deposits for the appropriate period plus a specified margin (plus, as applicable, any
permitted additions to the interest rate to compensate the Liquidity Facility Provider for the cost of
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