ALBA 2007 – 1 plc - Irish Stock Exchange

(ii)
(iii)
(iv)
open any account whatsoever with any bank or other financial institution, save where
such account is immediately charged in favour of the Trustee so as to form part of the
Security described in Condition 2 and if so charged, the Issuer will obtain
confirmation from such bank or financial institution that it will not exercise any right
of set-off against the Issuer;
have any subsidiaries or employees or premises; or
act as a director of any company;
(c)
Dividends or Distributions
save as required in order to enable Holdings to meet its obligations under the Capitalisation
Loan, pay any dividend or make any other distribution to its shareholders or issue any further
shares;
(d)
Borrowings
incur any indebtedness in respect of borrowed money whatsoever or give any guarantee in
respect of any obligation of any person;
(e)
Merger
consolidate or merge with any other person or convey or transfer its properties or assets
substantially as an entirety to any other person;
(f)
Disposal of Assets
transfer, sell, lend, part with or otherwise dispose of or deal with, or grant any option over any
present or future right to acquire, any of its assets or undertaking or any interest, estate, right,
title or benefit therein;
(g)
Tax Grouping
(i)
(ii)
become a member of a group of companies for the purposes of value added tax; or
surrender or consent to the surrender of any amounts by way of group relief within
the meaning of Chapter IX of Part X of the Income and Corporation Taxes Act 1988.
(h)
Other
permit any of the Transaction Documents, the insurance contracts relating to the Mortgage
Loans owned by the Issuer or the priority of the security interest created thereby to be amended,
invalidated, rendered ineffective, terminated or discharged, or consent to any variation thereof,
or exercise of any powers of consent or waiver in relation thereto, or permit any party to any of
the Transaction Documents or insurance contracts or any other person whose obligations form
part of the Security to be released from such obligations, or dispose of any Mortgage save as
envisaged in the Transaction Documents.
In giving any consent to the foregoing, the Trustee may require the Issuer to make such
modifications or additions to the provisions of any of the Transaction Documents or may impose
such other conditions or requirements as the Trustee may deem expedient in the interests of the
Noteholders.