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ALBA 2007 – 1 plc - Irish Stock Exchange

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(g)<br />

(h)<br />

(i)<br />

(j)<br />

(k)<br />

(l)<br />

(m)<br />

(n)<br />

(o)<br />

the Guaranteed Investment Contract;<br />

the Interest Rate Cap Agreement;<br />

the Interest Rate Swap Agreement;<br />

the Cross Currency Swap Agreement;<br />

the Collection Accounts Declaration of Trust;<br />

the Corporate Services Agreement;<br />

the Incorporated Terms Memorandum (together with the documents listed at<br />

paragraphs (a) to (l), and the Post Enforcement Call Option Deed and the Trust<br />

Deed, the "Transaction Documents");<br />

the Insurance Policies; and<br />

all other contracts, agreements, deeds and documents entered into by the Issuer<br />

from time to time; and<br />

(iv)<br />

a floating charge (ranking after the fixed security referred to above) over the whole of<br />

the undertaking, property, assets and rights of the Issuer which are not, at any time,<br />

covered by the fixed security described above.<br />

(c)<br />

Pre-Enforcement Interest Priority of Payments<br />

Prior to the enforcement of the Security by the Trustee, the Cash Manager, on behalf of the Issuer, is<br />

required to apply Available Revenue Funds on each Payment Date in making the following payments or<br />

provisions in the following order of priority (in each case only to the extent that payments or provisions<br />

of a higher priority have been made in full) after which the Liquidity Drawn Amount (if any) will be<br />

applied in or towards the Revenue Shortfalls only (the "Pre-Enforcement Interest Priority of<br />

Payments") (in each case only to the extent that the payments or provisions of a higher priority have<br />

been made in full) on each Payment Date:<br />

(i)<br />

(ii)<br />

(iii)<br />

first, to pay the remuneration due and payable to the Trustee (plus value added tax, if any) and<br />

any costs, charges, liabilities and expenses incurred by it in acting pursuant to the Trust Deed<br />

and/or the Issuer Security Deed together with interest thereon as provided in the Trust Deed<br />

and/or the Issuer Security Deed;<br />

second, to pay amounts, including audit fees and company secretarial expenses (plus value<br />

added tax, if any), which are due and payable by the Issuer to third parties and incurred without<br />

breach by the Issuer pursuant to the Trust Deed or the Issuer Security Deed and not provided<br />

for payment elsewhere and to provide for any such amounts expected to become due and<br />

payable by the Issuer after that Payment Date and to provide for the Issuer's liability or possible<br />

liability for corporation tax;<br />

third, to pay pari passu and pro rata:<br />

(A)<br />

the servicing fee due and payable to the Servicer (plus value added tax, if any) during<br />

the Calculation Period immediately prior to the relevant Calculation Date or if the<br />

appointment of the Servicer is terminated and a substitute is appointed, the servicing<br />

fee above will reflect the fee schedule agreed with such substitute servicer in<br />

accordance with the procedures set out in the Servicing Agreement;

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