ALBA 2007 – 1 plc - Irish Stock Exchange

(A)
(B)
(C)
any Interest Rate Swap Counterparty Default Payment payable to the Interest Rate
Swap Counterparty under the terms of the Interest Rate Swap Agreement to the extent
not satisfied from any collateral provided by the Interest Rate Swap Counterparty
together with any amounts received by the Issuer from a replacement interest rate
swap counterparty in respect of replacement interest rate swap transactions;
any Cross Currency Swap Counterparty Default Payment payable to the Cross
Currency Swap Counterparty under the terms of the Cross Currency Swap Agreement
to the extent not satisfied from any collateral provided by the Cross Currency Swap
Counterparty together with any amounts received by the Issuer from a replacement
cross currency swap counterparty in respect of a replacement cross currency swap
transaction; and
any Cap Provider Default Payment payable to the Cap Provider under the terms of the
Interest Rate Cap Agreement to the extent not satisfied from any collateral provided
by the Cap Provider together with any amounts received by the Issuer from a
replacement cap provider in respect of replacement cap transactions;
(xxi)
(xxii)
twenty-first, to pay amounts (other than in respect of principal) payable in respect of the
Subordinated Notes (such amounts to be paid pro rata to the respective interest entitlements of
the Subordinated Noteholders);
twenty-second, to pay pari passu amounts payable to the holders of the Subordinated Notes in
respect of principal due and payable on the Subordinated Notes;
(xxiii) twenty-third, in and towards amounts payable in respect of the R Certificateholders; and
(xxiv) twenty-fourth, to reserve as profit (and if the directors of the Issuer so declare, distributable
profit) for the Issuer an amount equal to that amount which Holdings is obliged to pay to the
Share Trustee (by way of principal and/or interest) on such Payment Date in respect of the
Capitalisation Loan.
(d)
Post-Enforcement Priority of Payments
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" and together with the Pre-
Enforcement Priorities of Payments, the "Priorities of Payments") pursuant to, in accordance
with and as set out in the Issuer Security Deed:
(i)
(ii)
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