ALBA 2007 – 1 plc - Irish Stock Exchange

Subordinated Notes scheduled to the Paying Agency Agreement. The regulations may be changed by
the Issuer with the prior written approval of the Registrar and the Trustee. A copy of the current
regulations will be sent by the Registrar to any holder of a Definitive Subordinated Note who so
requests.
A Definitive Subordinated Note may be transferred in whole or in part in an Authorised Denomination
upon the surrender of the relevant Definitive Subordinated Note, together with the form of transfer
endorsed on it duly completed and executed, at the specified office of the Registrar. In the case of a
transfer of part only of a Definitive Subordinated Note, a new Definitive Subordinated Note in respect
of the balance not transferred will be issued to the transferor provided that neither the part transferred
nor the balance not transferred may be less than an Authorised Denomination.
Each new Definitive Subordinated Note to be issued upon transfer of Definitive Subordinated Notes
will, within five Business Days (in the place of the specified office of the Registrar) of receipt of such
request for transfer, be available for delivery at the specified office of the Registrar stipulated in the
request for transfer, or be mailed at the risk of the holder entitled to the Definitive Subordinated Note
to such address as may be specified in such request.
Registration of Definitive Subordinated Notes on transfer will be effected without charge by or on
behalf of the Issuer or the Registrar, but upon payment of (or the giving of such indemnity as the
Registrar may require in respect of) any tax, levy, duty, imports or other governmental charges which
may be imposed in relation to it.
No holder of a Definitive Subordinated Note may require the transfer of such Definitive Subordinated
Note to be registered during the period of 15 days ending on a Payment Date.
Condition 2: Status, Ranking and Security
(a)
Status and ranking of the Subordinated Notes
The Subordinated Notes are constituted by the Trust Deed.
The Subordinated Notes 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 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 Subordinated Notes, 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"):
(i)
a first fixed charge over all the Issuer's right, title, interest and benefit in, inter alia,
the Mortgage Loans and Related Security;