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ALBA 2007 – 1 plc - Irish Stock Exchange

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amount of any Note Principal Payment due on the Payment Date next following such<br />

Calculation Date, (ii) the principal amount outstanding of each such Note on the Payment Date<br />

next following such Calculation Date (after deducting any Note Principal Payment due to be<br />

made on that Payment Date such deduction not to be made for the purposes of future<br />

calculations with regard to Conditions 4, 5, 9 and 10 if the Note Principal Payment which has<br />

become due has not been paid) (the "Principal Amount Outstanding") and (iii) the fraction<br />

expressed as a decimal to the sixth point (the "Pool Factor"), of which the numerator is the<br />

Principal Amount Outstanding of the Notes of that class (as referred to in (ii) above) and the<br />

denominator is the denomination of the Notes. Each determination by or on behalf of the Issuer<br />

of any Note Principal Payment, the Principal Amount Outstanding of any Note and the Pool<br />

Factor shall in each case (in the absence of negligence, wilful default, bad faith or manifest<br />

error) be final and binding on all persons.<br />

With respect to each of the classes of Notes, the Issuer will cause each determination of a Note<br />

Principal Payment, Principal Amount Outstanding and Pool Factor to be notified in writing<br />

forthwith to the Trustee, the Swap Counterparty, the Paying Agents, the Agent Bank and (for so<br />

long as the Notes are listed on one or more stock exchanges) the relevant stock exchanges, and<br />

will immediately cause notice of each such determination to be given in accordance with<br />

Condition 13 by not later than two Business Days prior to the relevant Payment Date. If no<br />

Note Principal Payment is due to be made on the Notes on any Payment Date a notice to this<br />

effect will be given to the Noteholders.<br />

If the Issuer does not at any time for any reason determine (or cause the Cash Manager to<br />

determine) with respect to each of the classes of Notes, a Note Principal Payment, the Principal<br />

Amount Outstanding or the Pool Factor (as the case may be) in accordance with the preceding<br />

provisions of this paragraph, such determination may be made by the Trustee in accordance<br />

with this paragraph and each such determination or calculation shall be deemed to have been<br />

made by the Issuer.<br />

(d)<br />

Optional Redemption<br />

On or following the Payment Date on which the aggregate Principal Amount Outstanding of the<br />

Notes is equal to or less than 10 per cent. of the aggregate Principal Amount Outstanding of the<br />

Notes on the Issue Date, the Issuer may (but only if directed on any date after such Payment<br />

Date by either (i) the holders of a majority of the then Principal Amount Outstanding of the<br />

Subordinated Notes or (ii) the Special Servicer) give not more than 60 nor less than 30 days'<br />

notice to the Trustee and the Noteholders in accordance with Condition 13 to redeem all (but<br />

not some only) of the Notes at their Principal Amount Outstanding together with accrued and<br />

unpaid interest, provided that prior to giving any such notice, the Issuer shall have provided to<br />

the Trustee a certificate signed by two directors of the Issuer to the effect that it will have<br />

sufficient funds, not subject to any interest of any other person, required to redeem the Notes as<br />

aforesaid and to pay or make provision for all amounts ranking in priority thereto.<br />

(e)<br />

Optional Redemption for Tax Reasons<br />

If the Issuer at any time immediately prior to the giving of the notice referred to below satisfies<br />

the Trustee that (i) on the next Payment Date the Issuer or any Paying Agent would be required<br />

by reason of a change in law, or the interpretation, application or administration thereof (1) to<br />

deduct or withhold from any payment of principal or interest on the Notes (other than in<br />

respect of default interest) or (2) if the Issuer is unable to enter into a replacement interest rate<br />

swap in respect of which payments are not subject to withholding or deduction, the Interest Rate

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