ALBA 2007 – 1 plc - Irish Stock Exchange

signed by, or on behalf of, the holders of not less than 75 per cent. of the aggregate principal balance
of the MERCs who for the time being are entitled to receive notice of a meeting shall for all purposes
be as valid and effective as an Extraordinary Resolution passed at a meeting of such MERC Holders
duly convened and held.
Condition 11: Indemnification and Exoneration of the Trustee
(a)
(b)
(c)
(d)
(e)
The Trust Deed contains provisions governing the responsibility (and relief from responsibility)
of the Trustee and providing for its indemnification in certain circumstances including
provisions relieving it from taking enforcement proceedings or enforcing the Security unless
indemnified and/or secured to its satisfaction. The Trustee and its related companies are
entitled to enter into business transactions with, inter alios, the Issuer and Servicer, and/or
related companies of any of them, without accounting for any profit resulting therefrom. The
Trustee will not be responsible for any loss, expense or liability which may be suffered as a
result of, inter alia, any assets comprised in the Security, or any deeds or documents of title
thereto, being uninsured or inadequately insured or being held by or to the order of the Servicer
or by clearing organisations or their operators or by intermediaries such as banks, brokers or
other similar persons on behalf of the Trustee.
The Trust Deed provides that the Trustee shall be under no obligation to make any searches,
enquiries, or independent investigations of title in relation to any of the properties secured by
the Mortgages.
In acting under the Paying Agency Agreement and in connection with the Notes, the Paying
Agents act solely as agents of the Issuer and (to the extent provided therein) the Trustee and do
not assume any obligations towards or relationship of agency or trust for or with any of the
Noteholders.
The initial Paying Agents and their initial Specified Offices are listed below. The Issuer
reserves the right (with the prior written approval of the Trustee) to vary or terminate the
appointment of any Agent and to appoint a successor principal paying agent or agent bank and
additional or successor paying agents at any time, having given not less than 30 days notice to
such Agent.
The Issuer shall at all times maintain a Paying Agent, a principal paying agent and an agent
bank. Notice of any change in any of the Agents or in their Specified Offices shall promptly be
given to the Noteholders in accordance with MERC Condition 14.
Condition 12: Definitive MERCs
Definitive MERCs will only be issued in the following limited circumstances:
(a)
(b)
(c)
either Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of
14 days (other than by reason of legal holidays) or announces an intention permanently to cease
business or does in fact do so; or
by reason of any amendment to, or change in, the laws or regulations of England and Wales,
the Issuer is or will be required to make any deduction or withholding from any payment in
respect of the MERCS which would not be required if the MERCS were in definitive form; or
the Issuer would suffer a material disadvantage in respect of the MERCs as a result of a change
in the laws or regulations (taxation or otherwise), (or in the interpretation, application or
administration of the same) of any applicable jurisdiction (including payments being made net of