ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
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F = the aggregate Principal Amount Outstanding of the F Notes on such date.<br />
MERCs<br />
The MERCs will be secured by the same security as the Notes and other Instruments and constitute an<br />
obligation on the part of the Issuer to pay to MERC Holders Mortgage Early Repayment Charges. On<br />
each Payment Date, the Mortgage Early Repayment Charges (other than the Ported Mortgage Early<br />
Repayment Charges) received during the preceding three Collection Periods as calculated on the<br />
Calculation Date immediately preceding such Payment Date will be applied in payment on a pro rata<br />
basis to amounts payable to the MERC Holders divided by the number of MERCs existing on the<br />
Calculation Date prior to the relevant Payment Date. The Rating Agencies have determined their<br />
respective ratings of the MERCs on the basis of the Issuer's obligation and there is no certainty as to<br />
the amounts receivable by MERC Holders. There is no certainty as to the amount of Mortgage Early<br />
Repayment Charges that will actually be received by the Issuer. If no Mortgage Early Repayment<br />
Charges are received by the Issuer, regardless of the reason, there is no payment obligation on the<br />
Issuer to MERC Holders.<br />
Following the earliest to occur of redemption of all the Notes or an enforcement of the Security and<br />
subsequent disposal of the Charged Assets, no termination payment or other amount (other than<br />
amounts then payable in respect of MERC Holder Payments) will be payable in respect of the MERCs<br />
and, following the payment of any amounts then payable in respect of MERC Holder Payments (to be<br />
paid, if such payment is made after enforcement of the Security and subsequent disposal of the Charged<br />
Assets, in accordance with the Post-Enforcement Priority of Payments), the MERCs shall no longer<br />
constitute a claim against the Issuer.<br />
The ratings of Fitch and Moody's of the MERCs address the likelihood of receipt by MERC Holders of<br />
the MERC Holder Payments. However, such rating assumes, without any independent investigation that<br />
(i) the payment of the corresponding Mortgage Early Repayment Charges is legally valid, binding and<br />
enforceable against the Borrowers and (ii) such Mortgage Early Repayment Charges are actually<br />
collected from Borrowers and received by the Issuer.<br />
The rating of S&P on the MERCs addresses the likelihood of receipt by the MERC Holders of<br />
Mortgage Early Repayment Charges actually received by the Issuer if enforceable. See "Terms and<br />
Conditions of the MERCs".<br />
The Subordinated Notes<br />
The net proceeds of the issue of the Subordinated Notes will be used to fund the initial amount of the<br />
Reserve Fund. The Subordinated Notes will be secured by the same security as the Notes and other<br />
Instruments. Payments of interest and principal on the Subordinated Notes will be made on each<br />
Payment Date from Available Revenue Funds in accordance with the Pre-Enforcement Interest Priority<br />
of Payments and where interest on the Subordinated Notes is not paid due to a shortfall of funds<br />
available for this purpose, it will be deferred until such later Payment Date on which it can be paid in<br />
accordance with the Pre-Enforcement Interest Priority of Payments and any amount of interest so<br />
deferred will itself accrue interest, but any such deferral will cease on the Final Payment Date, when all<br />
accrued interest will become due and payable. The principal amount of the Subordinated Notes due on<br />
each Payment Date will be an amount limited to the Cumulative Revenue Fund Excess on such Payment<br />
Date. See "Terms and Conditions of the Subordinated Notes".<br />
Following the early redemption in full of all the Notes, the Issuer shall redeem the Principal Amount<br />
Outstanding under the Subordinated Notes in an amount equal to the lesser of (i) the then Principal<br />
Amount Outstanding under the Subordinated Amounts; and (ii) the amounts (if any) remaining to the