ALBA 2007 – 1 plc - Irish Stock Exchange

liquidator) and such proceedings are not, in the opinion of the Trustee, being disputed
in good faith with a reasonable prospect of success, or an administrator being
appointed, or a receiver, liquidator or other similar official being appointed in relation
to the Issuer or in relation to the whole or any substantial part of the undertaking or
assets of the Issuer, or an encumbrancer taking possession of the whole or any
substantial part of the undertaking or assets of the Issuer, or a distress, execution,
diligence or other process being levied or enforced upon or sued out against the whole
or any substantial part of the undertaking or assets of the Issuer and such possession
or process (as the case may be) not being discharged or not otherwise ceasing to apply
within 30 days, or the Issuer initiating or consenting to proceedings relating to itself
under applicable liquidation, insolvency, composition, reorganisation or other similar
laws or making a conveyance or assignment for the benefit of its creditors generally,
provided that, in the case of each of the events described in sub-paragraphs (ii), (iii) or (v) to
this paragraph (a), the Trustee has certified to the Issuer that such event is, in its opinion,
materially prejudicial to the interests of the Noteholders or the holders of at least 25 per cent. of
the Principal Amount Outstanding of the Most Senior Class of Notes has directed the Trustee to
certify that such event is materially prejudicial to their interests, provided that in such event the
Trustee shall have no liability to any Noteholder or any other person in respect of such
direction.
(b)
(c)
Upon any declaration being made by the Trustee in accordance with paragraph (a) above that
the Notes are due and repayable, the Notes shall immediately become due and repayable at their
Principal Amount Outstanding, together with accrued interest as provided in the Trust Deed.
So long as any part of the Notes remain outstanding the Issuer will, upon becoming aware of the
occurrence of any Event of Default, give notice in writing thereof to the Trustee, the Swap
Counterparty, the Liquidity Facility Provider and the Cap Provider.
Condition 10: Enforcement of Notes
At any time after the Notes have become due and repayable, the Trustee may, at its discretion and
without further notice, take such proceedings against the Issuer as it may think fit to enforce the Notes,
together with accrued interest and/or to enforce the Security. The Trustee shall not be bound to take
any such proceedings unless (x) it shall have been so directed by an Extraordinary Resolution of the
holders of the Most Senior Class of Notes or so requested in writing by the holders of at least 25 per
cent. of the Principal Amount Outstanding of the Most Senior Class of Notes and (y) it shall have been
indemnified and/or secured to its satisfaction. No Noteholder, Couponholder nor Receiptholder may
take any action against the Issuer to enforce its rights in respect of the Notes or to enforce all or any of
the security constituted by the Issuer Security Deed otherwise than through the Trustee unless the
Trustee, having become bound to do so, fails to do so within a reasonable period and such failure shall
be continuing or, having been requested to do so by the holders at least 25 per cent. of the Principal
Amount Outstanding of the Most Senior Class of Notes, fails to reach agreement within a reasonable
period with such class regarding its indemnification, provided that in such event the Trustee shall have
no liability to any Noteholder or any other person in respect of the actions of such other persons.
Condition 11: Meetings of Noteholders, Modifications, Consents and Waiver
The Trust Deed contains provisions for convening meetings of A1 Noteholders, A2 Noteholders, A3
Noteholders, B Noteholders, C Noteholders, D Noteholders, E Noteholders and F Noteholders to
consider any matter affecting their interests, including the sanctioning by an Extraordinary Resolution