ALBA 2007 – 1 plc - Irish Stock Exchange

according to the effect thereof on the interests of the A Noteholders and/or the B Noteholders and/or
the C Noteholders and/or the D Noteholders and/or the E Noteholders.
Except in certain circumstances, the Trust Deed imposes no such limitations on the powers of (a) the A
Noteholders, the exercise of which will be binding on the B Noteholders, the C Noteholders, the D
Noteholders, the E Noteholders, the F Noteholders, the MERC Holders, the Subordinated Noteholders
and the R Certificateholders; (b) the B Noteholders, the exercise of which will be binding on the C
Noteholders, the D Noteholders, the E Noteholders, the F Noteholders, the MERC Holders, the
Subordinated Noteholders and the R Certificateholders; (c) the C Noteholders, the exercise of which
will be binding on the D Noteholders, the E Noteholders, the F Noteholders, the MERC Holders, the
Subordinated Noteholders and the R Certificateholders; (d) the D Notehol ders, the exercise of which
will be binding on the E Noteholders, the F Noteholders, the MERC Holders, the Subordinated
Noteholders and the R Certificateholders; (e) the E Noteholders, the exercise of which will be binding
on the F Noteholders, the MERC Holders, the Subordinated Noteholders and R Certificateholders; and
(f) the F Noteholders, the exercise of which will be binding on the MERC Holders, the Subordinated
Noteholders and the R Certificateholders.
(b)
Security
As security for the payment of all monies payable in respect of the Notes and otherwise under the Trust
Deed (including the remuneration, expenses and any other claims of the Trustee and any receiver
appointed under the Issuer Security Deed) and in respect of certain amounts payable to, inter alios, the
Servicer under the Servicing Agreement, the Special Servicer under the Special Servicer Agreement,
the Principal Paying Agent, the Irish Paying Agent, the Agent Bank, the Registrar and the Transfer
Agent under the Paying Agency Agreement, the Cash Manager, the Master Servicer and the Account
Bank under the Cash Management, Master Servicer and Account Bank Agreement, the Liquidity
Facility Provider under the Liquidity Facility Agreement, the Swap Counterparties under the Swap
Agreements, the Cap Provider under the Interest Rate Cap Agreement, the GIC Provider under the
Guaranteed Investment Contract and the Corporate Services Provider and Share Trustee under the
Corporate Services Agreement, the Issuer will enter into the Issuer Security Deed, creating the
following security in favour of the Trustee for itself and on trust for the other persons expressed to be
secured parties thereunder (such parties, the "Secured Parties"):
(i)
(ii)
(iii)
a first fixed charge over all the Issuer's right, title, interest and benefit in, inter alia,
the Mortgage Loans and Related Security;
a first fixed charge over the Issuer's right, title, interest and benefit in the Issuer
Transaction Account and any other bank account of the Issuer from time to time;
an assignment over all the Issuer's right, title, interest and benefit in:
(a)
(b)
(c)
(d)
(e)
(f)
the Mortgage Sale Agreement;
the Servicing Agreement;
the Special Servicer Agreement;
the Cash Management, Master Servicing and Account Bank Agreement;
the Paying Agency Agreement;
the Liquidity Facility Agreement;