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ALBA 2007 – 1 plc - Irish Stock Exchange

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A2 Notes will rank in priority to the A3 Notes but behind the A1 Notes; and the A3 Notes will rank<br />

behind the A1 Notes and the A2 Notes.<br />

Ranking of the Instruments<br />

Prior to and after the enforcement of the Security by the Trustee, the MERCs will rank pari passu<br />

without preference or priority amongst themselves and payments thereunder will only be made from<br />

Mortgage Early Repayment Charges (other than Ported Mortgage Early Repayment Charges) received<br />

by the Issuer (or, to the extent that, following enforcement of the Security by the Trustee, Mortgage<br />

Early Repayment Charges have been received by the Issuer but not paid to the MERC Holders, then<br />

such MERC Holders will share in the proceeds of the enforcement of the Security in accorda nce with<br />

the Post-Enforcement Priority of Payments). Such amounts will not be available, before or after the<br />

enforcement of the Security by the Trustee, for application towards payment of amounts due to<br />

Noteholders, Subordinated Noteholders or R Certificateholders. See MERC Conditions 2 and 4.<br />

Prior to the enforcement of the Security by the Trustee, the Subordinated Notes will rank pari passu<br />

without preference or priority amongst themselves and payments of interest and principal thereunder<br />

will rank behind payments of interest on the Notes, but will rank in priority to payments on the R<br />

Certificates to the extent described in Subordinated Note Condition 2.<br />

Prior to the enforcement of the Security by the Trustee, the R Certificates will rank pari passu without<br />

preference or priority amongst themselves and payments thereunder will rank behind payments of<br />

interest on the Notes and the Subordinated Notes, to the extent described in R Certificate Conditions 2<br />

and 4.<br />

Upon the enforcement of the Security by the Trustee, the Subordinated Notes will rank pari passu<br />

without preference or priority among themselves and will rank behind the Notes and the MERCs in<br />

point of security but will rank in priority to the R Certificates; and the R Certificates will rank pari<br />

passu without preference or priority among themselves and will rank behind the Notes, the MERCs and<br />

the Subordinated Notes in point of security.<br />

The MERCs<br />

Amounts (if any) received by the Issuer in respect of the obligation of Borrowers to pay early<br />

repayment charges in the event that they repay all or any part of the relevant Mortgage Loan,<br />

voluntarily or to the extent recovered following an enforcement event under the relevant Mortgage<br />

Loan, at any time before the end of the term of the related Mortgage (the "Mortgage Early<br />

Repayment Charges") in the three Collection Periods immediately preceding each Payment Date will<br />

be paid to the holders of the MERCs as MERC Holder Payments on such Payment Date. However, the<br />

MERC Holders will not be entitled to Mortgage Early Redemption Charges received or receivable by<br />

the Issuer in connection with Ported Mortgage Loans (which are waived or refunded to the paying<br />

Borrowers upon completion of the Ported Mortgage Loans (the "Ported Mortgage Early Repayment<br />

Charges")). The MERC Holder Payments will be calculated on the Calculation Date before each<br />

Payment Date.<br />

The MERCs will be secured by the same security as the Notes and other Instruments and constitute an<br />

entitlement to amounts payable to MERC Holders on a pro rata basis from Mortgage Early Repayment<br />

Charges (other than Ported Mortgage Early Repayment Charges) divided by the number of MERCs<br />

existing on the Calculation Date prior to the relevant Payment Date. Following redemption of all the<br />

Notes, or an enforcement of the Security and subsequent disposal of the Charged Assets, no termination<br />

payment or other amount (other than amounts then payable in respect of MERC Holder Payments) will<br />

be payable in respect of the MERCs and, following the payment of any amounts then payable in respect

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