ALBA 2007 – 1 plc - Irish Stock Exchange

Interest Rate Swap Transactions may also be terminated early by the Issuer or the Interest Rate Swap
Counterparty, and the Cross Currency Swap Transaction may also be terminated early by the Issuer or
the Cross Currency Swap Counterparty, in the event that there are changes in law resulting in illegality
of the obligations to be performed by either party.
Upon termination of any of the Swap Transactions, either party to the relevant Swap Transactions may
be required to make a termination payment to the other, depending on the circumstances then
prevailing.
In the event that the Interest Rate Swap Agreement or Cross Currency Swap Agreement (as the case
may be) is terminated and a termination payment is made by the relevant Swap Counterparty to the
Issuer, such amount, together with any collateral posted by that Swap Counterparty, shall be applied
towards payment due to a replacement interest rate swap counterparty or replacement cross currency
swap counterparty (as applicable) whose short-term and long-term, unsecured, unsubordinated and
unguaranteed debt obligations are rated at or above the Required Interest Rate Swap Counterparty
Ratings or Required Cross Currency Swap Counterparty Ratings (as applicable) in consideration for
such replacement swap counterparty entering into a replacement Interest Rate Swap Agreement or
Cross Currency Swap Agreement (as applicable) having the same economic effect with the Issuer and to
that extent shall not constitute Available Revenue Funds.
Pre-Enforcement Interest Priority of Payments
Prior to the enforcement of the Security by the Trustee, the Cash Manager, on behalf of the Issuer, is
required to apply Available Revenue Funds on each Payment Date in making the following payments or
provisions in the following order of priority (in each case only to the extent that payments or provisions
of a higher priority have been made in full) after which the Liquidity Drawn Amount (if any) will be
applied in or towards the Revenue Shortfalls only (the "Pre-Enforcement Interest Priority of
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)
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;