ALBA 2007 – 1 plc - Irish Stock Exchange

After enforcement of the Security by the Trustee, the Trustee shall apply all funds received by
or on behalf of the Issuer and from the proceeds of enforcement of the Security (excluding
amounts in respect of Mortgage Early Repayment Charges) to make payments in the following
order of priority (the "Post-Enforcement Priority of Payments") pursuant to, in accordance
with and as set out in the Issuer Security Deed:
(i)
(ii)
(iii)
(iv)
first, to pay pro rata and pari passu any remuneration then due to any liquidator or
receiver and all amounts due in respect of legal fees and other costs, charges,
liabilities, losses, damages, proceedings, claims and demands then incurred by such
liquidator or receiver together with interest thereon and to pay the fees, costs,
expenses and liabilities due to the Trustee (plus value added tax, if any) in acting
pursuant to the Trust Deed and the Issuer Security Deed;
second, to pay pro rata and pari passu the fees, costs, interest, expenses and liabilities
due to the Servicer under the Servicing Agreement, the Cash Manager, the Master
Servicer and the Account Bank under the Cash Management, Master Servicing and
Account Bank Agreement, the Special Servicer under the Special Servicer Agreement,
the Paying Agents, the Agent Bank, the Registrar and the Transfer Agent under the
Paying Agency Agreement, the GIC Provider under the Guaranteed Investment
Contract and the Corporate Services Provider and the Share Trustee under the
Corporate Services Agreement;
third, in payment in or towards payment of interest, principal and any other amounts
due and payable to the Liquidity Facility Provider pursuant to the Liquidity Facility
Agreement;
fourth, pro rata and pari passu in payment in or towards amounts due and payable to:
(a)
(b)
the Interest Rate Swap Counterparty pursuant to the Interest Rate Swap
Agreement to the extent not satisfied from any collateral provided by the
Interest Rate Swap Counterparty and any amounts received by the Issuer from a
replacement interest rate swap counterparty in respect of a replacement interest
rate swap transaction, if any, (except for any relevant Interest Rate Swap
Counterparty Default Payment); and
the Cap Provider pursuant to the Interest Rate Cap Agreement to the extent not
satisfied from any collateral provided by the Cap Provider and any amounts
received by the Issuer from a replacement cap provider in respect of a
replacement cap transaction, if any, (except for any relevant Cap Provider
Default Payment);
(v)
fifth, to pay pro rata and pari passu:
(a)
(b)
(c)
amounts (other than in respect of principal) payable in respect of the A Notes
(such amounts to be paid pro rata according to the respective interest
entitlements of the A Noteholders);
amounts pari passu to the holders of the A Notes in respect of principal of the A
Notes until no A Notes remain outstanding; and
amounts payable to the Cross Currency Swap Counterparty pursuant to the
Cross Currency Swap Agreement to the extent not satisfied from any collateral