ALBA 2007 – 1 plc - Irish Stock Exchange

(ii)
(iii)
(iv)
transfers all of its rights and obligations under the relevant Swap Agreement to a replacement
third party that has all of the Required Interest Rate Swap Counterparty Ratings or Required
Cross Currency Swap Counterparty Ratings (as applicable) or who is otherwise approved by
Fitch, S&P and Moody's (as applicable); or
provides collateral for its obligations in accordance with the terms of the relevant Swap
Agreement and on terms acceptable to Fitch and/or S&P and/or Moody's (as applicable); or
takes such other action satisfactory to Fitch and/or S&P and/or Moody's (as applicable) to
maintain the then current ratings of the Notes.
In the event that the unsecured, unsubordinated and unguaranteed debt obligations of the Interest Rate
Swap Counterparty cease to be rated as high as: (a) in the case of short-term debt obligations, F3 as
determined by Fitch and (for so long as the A Notes and the B Notes are outstanding) P-2 as determined
by Moody's or (b) in the case of long-term debt obligations, BBB- as determined by Fitch and (for so
long as the A Notes and the B Notes are outstanding) A3 as determined by Moody's and, in the event
that the unsecured, unsubordinated and unguaranteed debt obligations of the Cross Currency Swap
Counterparty cease to be rated as high as: (a) in the case of short-term debt obligations, F3 as
determined by Fitch and (for so long as the A Notes and the B Notes are outstanding) P-2 as determined
by Moody's or (b) in the case of long-term debt obligations, BBB- as determined by Fitch and (for so
long as the A Notes and the B Notes are outstanding) A3 as determined by Moody's, then the Issuer
will have the right (provided that, if such termination would result in a payment becoming due to the
Interest Rate Swap Counterparty, it has been able to find a replacement interest rate swap counterparty
to enter into replacement interest rate swap transactions or, if such termination would result in a
payment becoming due to the Cross Currency Swap Counterparty, it has been able to find a
replacement cross currency swap counterparty to enter into a replacement cross currency swap
transaction) to terminate the Interest Rate Swap Transactions or the Cross Currency Swap Transaction
(as applicable) unless the Interest Rate Swap Counterparty or the Cross Currency Swap Counterparty
(as applicable) at its own cost takes any of the actions described in (i), (ii) or (iv) above in the time
frame prescribed in the relevant Swap Agreement and, in the case of Moody's only, provides collateral
in accordance with (iii) above until such action is taken.
In the event that the long-term, unsecured, unsubordinated and unguaranteed debt obligations of the
Interest Rate Swap Counterparty are downgraded below BBB- by S&P and, in the event that the longterm,
unsecured, unsubordinated and unguaranteed debt obligations of the Cross Currency Swap
Counterparty are downgraded below BBB- by S&P, then the Issuer has the right (provided that, if such
termination would result in a payment becoming due to the Interest Rate Swap Counterparty, it has
been able to find a replacement interest rate swap counterparty to enter into replacement interest rate
swap transactions or if such termination would result in a payment becoming due to the Cross Currency
Swap Counterparty, it has been able to find a replacement cross currency swap counterparty to enter
into a replacement cross currency swap transaction) to terminate the Interest Rate Swap Transactions or
the Cross Currency Swap Transaction (as applicable) unless the relevant Swap Counterparty, within 10
days of such downgrade and at its own cost, transfers its obligations under the relevant Swap
Agreement as described at paragraph (ii) above.
Where either of the Swap Counterparties provides collateral in accordance with the terms of the Swap
Agreements, such collateral will, upon receipt by the Issuer, be credited to a separate ledger (created to
record such amounts) and transferred (if in cash form) to the Issuer Transaction Account or such other
account established for such purpose (provided that any such account shall be maintained in England).
Any collateral (including any income in respect thereof) provided by either of the Swap Counterparties
will not form part of the Available Revenue Funds or the Actual Redemption Funds or the Charged