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ALBA 2007 – 1 plc - Irish Stock Exchange

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advance ranks in priority of payment and in point of security after the priority of the Mortgage Loan<br />

comprised in the Mortgage Pool.<br />

Conversion of Mortgages<br />

The Special Servicer may, on behalf of the Issuer, agree to any request by a Borrower for the<br />

conversion of a Mortgage Loan (such converted Mortgage Loan, a "Converted Mortgage Loan"),<br />

provided that such conversion is not on a temporary basis, the value of the Mortgage Loan would not<br />

be adversely affected by such conversion and, inter alia, the following relevant conditions are satisfied:<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

(g)<br />

(h)<br />

(i)<br />

(j)<br />

no Enforcement Notice has been given by the Trustee which remains in effect at the date of the<br />

relevant conversion;<br />

no Converted Mortgage Loan and no agreement to make any such conversion constitutes a<br />

regulated consumer credit agreement, as defined in the CCA, in whole or in part;<br />

the Converted Mortgage Loan will be on terms of the relevant standard documentation utilised<br />

at the time of such conversion by the Special Servicer, as the case may be, to document the<br />

terms of Mortgage Loans and which has not been varied in any material respect since the Issue<br />

Date;<br />

the Oakwood Lending Criteria, to the extent applicable, have been applied to the Converted<br />

Mortgage Loan;<br />

the effect of the conversion would not be to extend the final maturity date of such Mortgage<br />

Loan to beyond the date falling two years prior to the latest maturity date of any Mortgage Loan<br />

in the Mortgage Pool;<br />

the warranties contained in the Original Mortgage Sale Agreements and the Warranties<br />

contained in the Mortgage Sale Agreement, as appropriate, are, save as disclosed or otherwise<br />

provided in such mortgage sale agreement, correct in relation to the Converted Mortgage Loan<br />

upon conversion in accordance with the Special Servicer Agreement;<br />

the margin on the Mortgage Loan is not reduced;<br />

the inclusion of the Converted Mortgage Loan when aggregated with all other Converted<br />

Mortgage Loans in the Mortgage Pool over the past 12 months does not represent more than 5<br />

per cent. of the aggregate principal balance of the Mortgage Loans in the Mortgage Pool as at<br />

12 months prior to the purchase of such Converted Mortgage Loan, provided that the then<br />

current ratings of the Notes, would not be adversely affected by such change;<br />

following the conversion of a Mortgage Loan, the product of the WAFF and WALS for the<br />

Mortgage Pool after such purchase (and after all other purchases of Further Advances or the<br />

conversion of all Mortgage Loans to be made or converted or purchases of Ported Mortgage<br />

Loan Advances, as applicable, on such date) calculated in the same way as for the Completion<br />

Mortgage Pool (or as agreed by the Special Servicer and the Rating Agencies from time to time)<br />

would not exceed the product of the WAFF and WALS for the Mortgage Pool calculated on the<br />

immediately preceding Calculation Date, plus 0.15 per cent.;<br />

the Borrower is not in material breach of any of the terms and conditions of the existing<br />

Mortgage Loan to which the Converted Mortgage Loan will relate;

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