ALBA 2007 – 1 plc - Irish Stock Exchange

Payments") (in each case only to the extent that the payments or provisions of a higher priority have
been made in full) on each Payment Date:
(i)
(ii)
(iii)
first, to pay the remuneration due and payable to the Trustee (plus value added tax, if any) and
any costs, charges, liabilities and expenses incurred by it in acting pursuant to the Trust Deed
and/or the Issuer Security Deed together with interest thereon as provided in the Trust Deed
and/or the Issuer Security Deed;
second, to pay amounts, including audit fees and company secretarial expenses (plus value
added tax, if any), which are due and payable by the Issuer to third parties and incurred without
breach by the Issuer pursuant to the Trust Deed or the Issuer Security Deed and not provided
for payment elsewhere and to provide for any such amounts expected to become due and
payable by the Issuer after that Payment Date and to provide for the Issuer's liability or possible
liability for corporation tax;
third, to pay pari passu and pro rata:
(A)
(B)
(C)
the servicing fee due and payable to the Servicer (plus value added tax, if any) during
the Calculation Period immediately prior to the relevant Calculation Date or if the
appointment of the Servicer is terminated and a substitute is appointed, the servicing
fee above will reflect the fee schedule agreed with such substitute servicer in
accordance with the procedures set out in the Servicing Agreement;
the special servicing fee due and payable to the Special Servicer (plus value added tax,
if any) during the Calculation Period immediately prior to the relevant Calculation
Date; and
amounts due to the Paying Agents, the Agent Bank, the Transfer Agent and the
Registrar under the Paying Agency Agreement, the GIC Provider under the
Guaranteed Investment Contract, the Corporate Services Provider and the Share
Trustee under the Corporate Services Agreement and the Account Bank, the Cash
Manager and the Master Servicer (inclusive of value added tax, if any) under the Cash
Management, Master Servicing and Account Bank Agreement;
(iv)
(v)
fourth, in or towards payment of interest, principal and any other amounts due and payable to
the Liquidity Facility Provider in accordance with the Liquidity Facility Agreement;
fifth, to pay pari passu and pro rata:
(A)
amounts due and payable to the Interest Rate Swap Counterparty including (a)
scheduled payments due under the Interest Rate Swap Agreement and (b) any
termination payment due under the terms of 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 replacement interest rate swap transactions (except for
any relevant Interest Rate Swap Counterparty Default Payment where "Interest Rate
Swap Counterparty Default Payment" means any termination payment due or
payable under the Interest Rate Swap Agreement as a result of the occurrence of an
Event of Default where the Interest Rate Swap Counterparty is the Defaulting Party or
an Additional Termination Event relating to the downgrade or withdrawal of the credit
rating of the Interest Rate Swap Counterparty (as such terms are defined in the Interest
Rate Swap Agreement));