Common use of Priority of Payments; Allocations and Distributions Clause in Contracts

Priority of Payments; Allocations and Distributions. (a) On each Determination Date prior to the occurrence of an Event of Default, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class of Notes with respect to which such payments are made. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second:

Priority of Payments; Allocations and Distributions. (a) On each Determination Date prior to the occurrence of an Event of Default, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Payment Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Payment Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class Class of Notes with respect to which such payments are made. If on any Payment Date the Outstanding Principal Balance of any Class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the Classes of Notes which then remain outstanding based on the respective original principal amounts of such classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Payment Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Listed Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second:

Priority of Payments; Allocations and Distributions. (a) On each Determination Date prior to the occurrence of an Event of Default, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class of Notes with respect to which such payments are made. If on any Remittance Date the Outstanding Principal Balance of any class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the classes of Notes which then remain outstanding based on the respective original principal amounts of such classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second:

Priority of Payments; Allocations and Distributions. (a) On each Determination Payment Date prior to the occurrence of an Event of Default, Default or a Servicer Default or an Accelerated Amortization EventDefault, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Payment Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from on deposit in the Reserve Fund Note Distribution Account to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Payment Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class Class of Notes with respect to which such payments are made. If on any Payment Date the Outstanding Principal Balance of any Class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the Classes of Notes which then remain outstanding based on the respective original principal amounts of such Classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Payment Dates 118 owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, to the payment of Administrative Expenses, subject to the limitations set forth in the definition thereof; Third, to the Servicer, from Interest Collections received from the specific Loans for which Scheduled Payment Advances of interest were made, and from Principal Collections received from the specific Loans for which Scheduled Payment Advances of principal were made, reimbursement for the amount of such Scheduled Payment Advances relating to such Loans; Fourth, to the Servicer, an amount equal to the accrued and unpaid Servicing Fee; Fifth, pro rata, to the Class A-PT Noteholders, the Class A-1A Noteholders and the Class A-1B Noteholders, the sum of (i) the Class A-PT Interest Amount, the Class A-1A Interest Amount and the Class A-0X Xxxxxxxx Xxxxxx, and (ii) the Class A-PT Interest Shortfall, if any, the Class A-1A Interest Shortfall, if any, and the Class A-1B Interest Shortfall, if any, together with interest on any amounts due Class A-PT Interest Shortfall at the Note Interest Rate applicable to the Class A-PT Notes, interest on any Class A-1A Interest Shortfall at the Note Interest Rate applicable to the Class A-1A Notes and not paid by interest on any Class A-1B Interest Shortfall at the Originator in respect of listing Note Interest Rate applicable to the Offered Notes on Class A-1B Notes; Sixth, to the Irish Stock Exchange Class B Noteholders, the Class B Interest Amount for the related Interest Accrual Period and any amounts owed related unpaid Class B Interest Shortfall with respect to prior Payment Dates, together with interest on any Class B Interest Shortfall at the Note Interest Rate then applicable to the Indenture TrusteeClass B Notes; Seventh, to the Class C Noteholders, the Backup Servicer Class C Interest Amount for the related Interest Accrual Period and any related unpaid Class C Interest Shortfall with respect to prior Payment Dates, together with interest on any Class C Interest Shortfall at the Owner Trustee under Note Interest Rate then applicable to the Transaction Documents Class C Notes; Eighth, to the Class D Noteholders, the Class D Interest Amount for fees the related Interest Accrual Period and expensesany related unpaid Class D Interest Shortfall with respect to prior Payment Dates, other than together with interest on any Class D Interest Shortfall at the Note Interest Rate then applicable to the Class D Notes; Ninth, to the Class E Noteholders, the Class E Interest Amount for feesthe related Interest Accrual Period and any related unpaid Class E Interest Shortfall with respect to prior Payment Dates, expenses and other amounts related together with interest on any Class E Interest Shortfall at the Note Interest Rate then applicable to indemnificationthe Class E Notes; providedTenth, however(i) on each Payment Date during the Replenishment Period, that in no event shall the amounts payable pursuant to this clause Secondas follows:

Priority of Payments; Allocations and Distributions. (a) On each Determination Payment Date prior to the occurrence of an Event of Default, Default or a Servicer Default or an Accelerated Amortization EventDefault, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Payment Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from on deposit in the Reserve Fund Note Distribution Account to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Payment Date. Payments will be made in the order of 108 priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class Class of Notes with respect to which such payments are made. FirstIf on any Payment Date the Outstanding Principal Balance of any Class of Notes has been reduced to zero, any pro rata, rata payments of principal on such date shall be distributed pro rata to the Classes of Notes which then remain outstanding based on the respective original principal amounts owed to of such Persons under this clause Classes of Notes. First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause First, to the payment of Administrative Expenses, subject to the limitations set forth in the definition thereof; Second, any amounts due to the Servicer, from Interest Collections received from the specific Loans for which such Scheduled Payment Advances of interest were made, and not paid by from Principal Collections received from the Originator in respect specific Loans for which such Scheduled Payment Advances of listing principal were made, reimbursement for the Offered Notes on amount of such Scheduled Payment Advances relating to such Loans; Third, to the Irish Stock Exchange Servicer, an amount equal to the Servicing Fee; Fourth, to the Holders of the Class A Notes, the Class A Interest Amount for the related Interest Accrual Period and any amounts owed related unpaid Class A Interest Shortfall with respect to prior Payment Dates, together with interest on any Class A Interest Shortfall at the Note Interest Rate then applicable to the Indenture TrusteeClass A Notes; Fifth, to the Holders of the Class B Notes, the Backup Servicer Class B Interest Amount for the related Interest Accrual Period and any related unpaid Class B Interest Shortfall with respect to prior Payment Dates, together with interest on any Class B Interest Shortfall at the Owner Trustee under Note Interest Rate then applicable to the Transaction Documents Class B Notes; Sixth, to the Holders of the Class C Notes, the Class C Interest Amount for fees the related Interest Accrual Period and expensesany related unpaid Class C Interest Shortfall with respect to prior Payment Dates, other than together with interest on any Class C Interest Shortfall at the Note Interest Rate then applicable to the Class C Notes; Seventh, to the Holders of the Class D Notes, the Class D Interest Amount for feesthe related Interest Accrual Period and any related unpaid Class D Interest Shortfall with respect to prior Payment Dates, expenses together with interest on any Class D Interest Shortfall at the Note Interest Rate then applicable to the Class D Notes; Eighth, to the Holders of the Class E Notes, the Class E Interest Amount for the related Interest Accrual Period and other amounts any related unpaid Class E Interest Shortfall with respect to indemnificationprior Payment Dates, together with interest on any Class E Interest Shortfall at the Note Interest Rate then applicable to the Class E Notes; providedNinth, however(i) on each Payment Date prior to the occurrence of any Sequential Pay Event, that in no event shall to the amounts payable pursuant to this clause Second:Holders of the Notes as follows: 109

Priority of Payments; Allocations and Distributions. (a) On each Determination Date prior to the occurrence of an Event of Default, a Servicer Default or an Accelerated Amortization Event, (i) the Indenture Trustee shall deposit into the Note Distribution Account all funds on deposit in the Reserve Fund and (ii) the Servicer shall instruct the Indenture Trustee in writing to withdraw, and on the related Remittance Date the Indenture Trustee shall withdraw from the Note Distribution Account (A) the Collections and (B) all amounts deposited therein from the Reserve Fund to make the following payments. The payments listed below will be made only to the extent there are sufficient amounts available on the Remittance Date. Payments will be made in the order of priority listed below. With respect to pro rata payments of principal as described herein, payments shall be made pro rata based on the respective original principal amounts of the class Class of Notes with respect to which such payments are made. If on any Remittance Date the Outstanding Principal Balance of any Class of Notes has been reduced to zero, any pro rata payments of principal on such date shall be distributed pro rata to the Classes of Notes which then remain outstanding based on the respective original principal amounts of such classes of Notes. First, pro rata, based on the amounts owed to such Persons under this clause First, to the Hedge Counterparties, any Net Trust Hedge Payments for the current and any prior Remittance Dates owing to the Hedge Counterparties under Hedge Agreements (other than Hedge Breakage Costs), together with interest accrued thereon; Second, pro rata, based on the amounts owed under this clause Second, any amounts due and not paid by the Originator in respect of listing the Offered Listed Notes on the Irish Stock Exchange and any amounts owed to the Indenture Trustee, the Backup Servicer and the Owner Trustee under the Transaction Documents for fees and expenses, other than for fees, expenses and other amounts related to indemnification; provided, however, that in no event shall the amounts payable pursuant to this clause Second: