ALBA 2007 – 1 plc - Irish Stock Exchange

TERMS AND CONDITIONS OF THE MERCs
The following is the text of the MERC Conditions which (subject to amendment and completion) will be
endorsed on or attached to each Global MERC and each Definitive MERC (if and to the extent
applicable) and (subject to the provisions thereof) will apply to each such MERC.
The Mortgage Early Repayment Certificates ("MERCs") of Alba 2007 – 1 plc (the "Issuer"), are
constituted by a trust deed (the "Trust Deed") to be dated on or prior to 18 June 2007 (or such other
later date as may be agreed between the Issuer, the Trustee and the Managers) (the "Issue Date")
between the Issuer and HSBC Trustee (C.I.) Limited (the "Trustee", which expression includes the
trustee or trustees for the time being under the Trust Deed) as trustee for holders of the MERCs
("MERC Holders") and in relation to the Definitive MERCs (as defined below), Definitive MERC
Holders, and in relation to Global MERCs (as defined below), Global MERC Holders. The MERCs
will have the benefit of (to the extent applicable) a paying agency agreement (the "Paying Agency
Agreement") dated on or prior to the Issue Date, as amended or supplemented from time to time
between the Issuer, the Trustee, HSBC Bank plc as principal paying agent (the "Principal Paying
Agent"), as agent bank (the "Agent Bank"), as transfer agent (the "Transfer Agent") and as registrar
(the "Registrar"), HSBC Institutional Trust Services (Ireland) Limited as Irish paying agent (the "Irish
Paying Agent" and together with the Principal Paying Agent, the "Paying Agents").
In these conditions (the "MERC Conditions"), all references to "Registrar" and "Paying Agent" shall
mean any registrar or paying agent appointed from time to time in accordance with the Paying Agency
Agreement and shall include any successors thereto or to the Principal Paying Agent appointed from
time to time in accordance with the Paying Agency Agreement and any reference to an "Agent" or
"Agents" shall mean any or all (as applicable) of the above persons.
In these MERC Conditions, capitalised words and expressions shall, unless otherwise defined herein,
have the same meanings as those given in the incorporated terms memorandum (the "Incorporated
Terms Memorandum") dated the Issue Date between, inter alios, the Issuer, the Trustee and the
Principal Paying Agent.
These MERC Conditions include summaries of, and are subject to, the detailed provisions of the
following agreements, dated on or prior to the Issue Date and as amended or supplemented from time to
time: the Trust Deed (which includes the form of the MERCs), the Paying Agency Agreement and a
security deed between, inter alios, the Issuer and the Trustee (the "Issuer Security Deed"). Copies of
the Trust Deed, the Paying Agency Agreement, the Issuer Security Deed and the other Transaction
Documents are available for inspection during usual business hours at the specified office of the
Principal Paying Agent. The MERC Holders are entitled to the benefit of the Trust Deed and are
bound by, and are deemed to have notice of, the provisions of the Trust Deed, the Paying Agency
Agreement and the Issuer Security Deed. At the Issue Date the MERCs will have no express value
attributable to them. The Issuer may not purchase any MERCs. Reports will be produced by the Master
Servicer as required by the Cash Management, Master Servicing and Account Bank Agreement on a
quarterly basis and will be posted by the Master Servicer on its website currently located at
www.ctslink.com.
If MERCs in definitive form were to be issued, the terms and conditions (subject to amendment and
completion) set out on each MERC would be as set out below. While the MERCs remain in global
form, the same terms and conditions govern such MERCs, except to the extent that they are appropriate
only to MERCs in definitive form.
Condition 1: Form and Title