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ALBA 2007 – 1 plc - Irish Stock Exchange

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Agreement, the Cash Management, Master Servicing and Account Bank Agreement, the Liquidity<br />

Facility Agreement, the Swap Agreements, the Interest Rate Cap Agreement, the GIC, the Special<br />

Servicer Agreement, the Corporate Services Agreement and the Paying Agency Agreement according<br />

to their respective interests (such parties, together with the Noteholders and the Instrumentholders, the<br />

"Secured Parties").<br />

Prior to termination of the Interest Rate Swap Agreement, the Cross Currency Swap Agreement or the<br />

Interest Rate Cap Agreement (as the case may be), any collateral (including any income in respect<br />

thereof) provided to the Issuer by the Interest Rate Swap Counterparty, the Cross Currency Swap<br />

Counterparty or the Cap Provider (as the case may be) will not form part of the Charged Assets but will<br />

be held by the Issuer on trust for itself and the Interest Rate Swap Counterparty, the Cross Currency<br />

Swap Counterparty or the Cap Provider, as appropriate, and will be applied in accor dance with the<br />

terms of the relevant collateral agreement providing for the payment of such collateral. Following<br />

termination of the Interest Rate Swap Agreement, the Cross Currency Swap Agreement or the Interest<br />

Rate Cap Agreement (as the case may be), the collateral provided by the Interest Rate Swap<br />

Counterparty, the Cross Currency Swap Counterparty or the Cap Provider (as the case may be), shall<br />

be available to (a) satisfy any termination payment due to the Interest Rate Swap Counterparty, the<br />

Cross Currency Swap Counterparty or the Cap Provider (as appropriate); (b) meet the cost of entering<br />

into any replacement transaction(s); or (c) form part of the Issuer's Available Revenue Funds, in such<br />

order of priority.<br />

The Issuer Security Deed will contain provisions regulating the priority of application of the Charged<br />

Assets (and proceeds thereof) among the persons entitled thereto after the enforcement of the Security<br />

by the Trustee. Such priorities are described in Condition 2.<br />

Credit Structure<br />

Cash Management and Master Servicing<br />

The Cash Manager will be appointed under the terms of the Cash Management, Master Servicing and<br />

Account Bank Agreement to manage all cash transactions and maintain cash management ledgers on<br />

behalf of, and as agent for, the Issuer and, if so appointed following the service of an Enforcement<br />

Notice, the Trustee. The Master Servicer will be appointed under the terms of the Cash Management,<br />

Master Servicing and Account Bank Agreement to provide bond administration, investor and portfolio<br />

reporting and the related calculations on behalf of, and as agent for, the Issuer and, if so appointed<br />

following the service of an Enforcement Notice, the Trustee. The Account Bank will be appointed as<br />

account bank under the terms of the Cash Management, Master Servicing and Account Bank Agreement<br />

to provide to the Issuer certain account bank services. The appointment of each of the Cash Manager,<br />

the Master Servicer and/or the Account Bank may be terminated by the Issuer (with the consent of the<br />

Trustee) or the Trustee with effect from the date in the notice provided by the Issuer and/or the Trustee<br />

upon an event of default by such terminating party under the Cash Management, Master Servicing and<br />

Account Bank Agreement and provided that a substitute cash manager, substitute master servicer and/or<br />

substitute account bank has been appointed (as the case may be). Any of the Cash Manager, the Master<br />

Servicer and/or the Account Bank may resign, or the Issuer (or following the delivery of an<br />

Enforcement Notice, the Trustee) may terminate the appointment of the Cash Manager, the Master<br />

Servicer and/or the Account Bank, with three months' prior written notice and provided that a<br />

substitute cash manager, substitute master servicer and/or substitute account bank has been appointed<br />

(as the case may be).<br />

Bank Accounts

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