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ALBA 2007 – 1 plc - Irish Stock Exchange

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SALE OF THE MORTGAGE POOL<br />

On or about the Issue Date, the Issuer will purchase the Completion Mortgage Pool pursuant to the<br />

Mortgage Sale Agreement. Each Mortgage Loan in the Completion Mortgage Pool will be a Mortgage<br />

Loan in respect of which the relevant Borrower has made at least one scheduled payment of interest<br />

and/or interest and principal (each a "Monthly Payment") and such Monthly Payment was verified on<br />

the date of the relevant Original Mortgage Sale Agreement. In addition, Further Advances, Retentions<br />

and Ported Mortgage Loans may from time to time be included in the Mortgage Pool and will be<br />

originated in accordance with the Oakwood Lending Criteria or may include other types of Mortgage<br />

Loans if the Rating Agencies have confirmed that the current ratings of the Notes would not be<br />

adversely affected thereby.<br />

Consideration<br />

The initial consideration payable by the Issuer to the Seller for the Completion Mortgage Pool on the<br />

Issue Date consists of an amount equal to the aggregate balances of the Mortgage Loans comprised in<br />

the Completion Mortgage Pool as at the Issue Date together with deferred consideration represented by<br />

the issue of the MERCs and R Certificates by the Issuer to the Initial Instrumentholder. Interest<br />

accruing and all other sums received by the Issuer to which the Seller is entitled in respect of the<br />

Mortgage Loans up to but not including the Issue Date will not be for the account of the Issuer and will<br />

be repaid to the Seller. See "Credit Structure – Permitted Withdrawals from the Issuer Transaction<br />

Account". Interest prepaid and received by the Seller on the Mortgage Loans up to but not including<br />

the Issue Date will not be for the account of the Seller and will be repaid to the Issuer. See "Credit<br />

Structure - Application of Cash Receipts". Interest accruing and all other sums received by the Seller on<br />

the Mortgage Loans on or after the Issue Date will be for the account of the Issuer.<br />

Warranties and Breach of Warranties<br />

The Mortgage Sale Agreement contains the Warranties given by the Seller in relation to the Mortgage<br />

Loans comprising the Completion Mortgage Pool. No searches, enquiries or independent investigations<br />

have been or will be made by the Issuer or the Trustee, each of whom is relying upon the Warranties.<br />

If, upon the occurrence of a breach of Warranty under the Mortgage Sale Agreement, the breach has<br />

not been remedied within the applicable grace period of the Issuer or the Seller becoming aware of the<br />

same, the Seller will repurchase the relevant Mortgage Loan within a specific time period.<br />

Under the Mortgage Sale Agreement, the repurchase price payable by the Seller on the repurchase of<br />

any Mortgage Loan will be the aggregate current balance of such Mortgage Loan as at the close of<br />

business on the date immediately preceding the date of repurchase plus accrued but unpaid interest in<br />

relation to that Mortgage Loan less an amount equal to any sum received by the Issuer under any<br />

assigned insurance policies (other than those sums applied by the Issuer in repaying the Mortgage Loan,<br />

reinstating the relevant Property to which such insurance policy relates, in meeting the Issuer's<br />

reasonable costs or any other reasonable expenditure in relation to which the relevant insurance<br />

provided cover).<br />

The Issuer has no recourse against the Originator for any breach of a representation or warranty given<br />

by the Originator to the Seller under the Original Mortgage Sale Agreements.<br />

The following are certain of the Warranties (or extracts or summaries of certain warranties) given by<br />

the Seller in favour of the Issuer under the Mortgage Sale Agreement on the Issue Date and, to the<br />

extent they are applicable, the date any Further Advance or Ported Mortgage Loa n is made. Certain of<br />

the Warranties are qualified by reference to awareness and/or by reference to materiality.

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