ALBA 2007 – 1 plc - Irish Stock Exchange

The 100 MERCs will be represented by a global certificate in registered form (a "Global MERC").
If MERCs in definitive form are issued pursuant to MERC Condition 12 a definitive certificate in
respect of each MERC represented by the Global MERC (the "Definitive MERCs") will be issued in
registered form and serially numbered.
Title to the Global MERCs and Definitive MERCs will pass upon registration in the register (the
"Register") which the Issuer shall procure to be kept by the Registrar. Registered holders of the
Global MERCs or Definitive MERCs shall (to the fullest extent permitted by applicable laws) be
deemed and treated at all times, by all persons and for all purposes (including the making of any
payments), as the absolute owner of such Global MERC or Definitive MERC, as the case may be,
regardless of any notice of ownership, theft or loss, of any trust or other interest therein or of any
writing thereon.
For so long as the MERCs are represented by Global MERCs, the Issuer and the Trustee may (but shall
not be obliged to) (to the fullest extent permitted by applicable laws) deem and treat each person who is
for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of the
particular number of MERCs (each, an "Accountholder") as the holder of such number of MERCs
(including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings
of the MERC Holders), other than for the purposes of making payments on such Global MERCs, the
right to which shall be vested, as against the Issuer and the Trustee, solely in the registered holder of
the relevant Global MERC in accordance with and subject to the terms of the Trust Deed.
MERCs may be held or traded in unit form and can be transferred in single units in accordance with the
terms of the Trust Deed and the relevant Global MERC or relevant Definitive MERC (as appropriate).
Transfers and exchanges of beneficial interests in the Global MERCs will be effected subject to and in
accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg, as appropriate.
Condition 2: Status, Ranking and Security
(a)
Status and ranking of the MERCs
The MERCs are constituted by the Trust Deed. The Issuer will issue 100 MERCs on the Issue Date.
The MERCs constitute direct, secured (as more particularly described in the Issuer Security Deed) and
unconditional obligations of the Issuer and rank pari passu without preference or priority amongst each
other.
The MERCs will be secured by the same security as the Notes and other Instruments and constitute an
obligation on the part of the Issuer to pay to MERC Holders Mortgage Early Repayment Charges.
The Issuer Security Deed contains provisions to the effect that, so long as any of the Notes are
outstanding, the Trustee shall not be required, when exercising its powers, authorities and discretions,
to have regard to the interests of any other persons (other than Noteholders in accordance with the
Trust Deed) having the benefit of the security constituted by the Issuer Security Deed and, in relation to
the exercise of such powers, authorities and discretions, the Trustee shall have no liability to such
persons as a consequence of so acting.
(b)
Security
As security for the payment of all monies payable in respect of the MERCs, the Issuer will enter into
the Issuer Security Deed, creating the following security in favour of the Trustee for itself and on trust
for the other persons expressed to be secured parties thereunder (such parties, the "Secured Parties"):