ALBA 2007 – 1 plc - Irish Stock Exchange

amounts received by the Issuer from a replacement interest rate swap
transaction, if any, payable to the Interest Rate Swap Counterparty under the
terms of the Interest Rate Swap Agreement;
(b)
(c)
any Cross Currency Swap Counterparty Default Payment to the extent not
satisfied from any collateral provided by the Cross Currency Swap Counterparty
and any amounts received by the Issuer from a replacement cross currency swap
transaction, if any, payable to the Cross Currency Swap Counterparty under the
terms of the Cross Currency Swap Agreement; and
any Cap Provider Default Payment to the extent not satisfied from any collateral
provided by the Cap Provider and any amounts received by the Issuer from a
replacement cap transaction, if any, payable to the Cap Provider under the
terms of the Interest Rate Cap Agreement;
(xii)
(xiii)
twelfth, to pay pari passu amounts payable to the holders of the MERCs in respect of
the MERCs;
thirteenth, to pay pari passu and pro rata:
(a)
(b)
amounts (other than in respect of principal) payable in respect of the
Subordinated Notes (such amounts to be paid pro rata according to the
respective interest entitlements of the Subordinated Noteholders); and
amounts payable to the holders of the Subordinated Notes in respect of principal
of the Subordinated Notes;
(xiv)
(xv)
(xvi)
fourteenth, to pay pari passu amounts payable to the holders of the R Certificates in
respect of the R Certificates;
fifteenth, to reserve as profit (and if the directors of the Issuer so declare, distributable
profit) for the Issuer an amount equal to all accrued interest and all principal then due
and payable by Holdings to the Share trust in respect of the Capitalisation Loan; and
sixteenth, to reserve as profit (and if the directors of the Issuer so declare,
distributable profit) for the Issuer an amount not greater than £1,000.
The Security will become enforceable upon the Trustee giving an Enforcement Notice to the Issuer
provided that, if the Security has become enforceable otherwise than by reason of a default in payment
of any amount due on the Notes, the Trustee will not be entitled to dispose of the assets comprising the
Security or any part thereof unless (i) the Trustee is satisfied or is advised by an investment bank or
other financial adviser selected by the Trustee that a sufficient amount would be realised to allow
discharge in full of all amounts owing to the Noteholders and the Couponholders and any amounts
required under the Issuer Security Deed and/or the Cash Management, Master Servicing and Account
Bank Agreement to be paid pari passu with, or in priority to, the Notes or (ii) the Trustee is of the
opinion, which shall be binding on the Noteholders and the Couponholders, reached after considering at
any time and from time to time the advice of such professional advisers as are selected by the Trustee,
that the cash flow prospectively receivable by the Issuer will not (or that there is a significant risk that it
will not) be sufficient, having regard to any other relevant actual, contingent or prospective liability of
the Issuer, to discharge in full in due course all amounts owing to the Noteholders and any amounts
required under the Issuer Security Deed and/or the Cash Management, Master Servicing and Account
Bank Agreement to be paid pari passu with, or in priority to, the Notes or (iii) if the Trustee is directed