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ALBA 2007 – 1 plc - Irish Stock Exchange

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The Mortgage Sale Agreement contains various restrictions and limits (including financial/monetary<br />

limits and time limits) on the Seller's liability and, in connection with its obligation to repurchase the<br />

Mortgage Loans, provide that the Issuer shall have no claim or remedy in respect of any breaches of<br />

the Warranties where such restrictions or limits apply. Accordingly, the Issuer may suffer loss in<br />

respect of matters referred to in the Warranties. Further, the Issuer may not have any direct rights<br />

(under general law or in contract) against any solicitors or valuers who, when acting for the Originators<br />

in relation to the origination of any Mortgage Loan, may have been negligent or fraudulent. However,<br />

and notwithstanding the absence of any such direct rights, the Seller has, to the extent assignable,<br />

assigned its causes and rights of actions against third parties to the Issuer pursuant to the Mortgage Sale<br />

Agreement. To the extent that such causes and rights of actions against solicitors and valuers prove to<br />

be unassignable or that the assignment is not binding on the relevant solicitors or valuers or that the<br />

relevant solicitors or valuers do not owe a duty of care to the Issuer, the Seller has undertaken to both<br />

indemnify the Issuer for any losses incurred by it as a result of any negligence or breach of contract by<br />

a solicitor or valuer as well as to instigate action (including, if possible, legal proceedings by the<br />

Originator) against such solicitor or valuer as the Issuer (through the Seller) instructs, provided that the<br />

Issuer first indemnifies the Seller for the costs of taking such action. Notwithstanding this, the Seller is<br />

not required to pay the Issuer any more than received by it from the Originator as a result of taking any<br />

such action.

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