ALBA 2007 – 1 plc - Irish Stock Exchange

meeting, two or more persons being or representing the Subordinated Noteholders, whatever the
aggregate Principal Amount Outstanding of the Subordinated Notes then outstanding so held.
For so long as the Subordinated Notes (whether being Definitive Subordinated Notes or represented by
Global Subordinated Notes) of any class are held by one party, such party and/or any proxy or
representative for such party shall constitute two persons for the purposes of forming a quorum of that
class of Subordinated Noteholders.
Other than in relation to Instrumentholder Entrenched Rights, in respect of the interests of the
Subordinated Noteholders, the Trust Deed contains provisions requiring the Trustee not to have regard
to the interests of the Subordinated Noteholders as regards all powers, trusts, authorities, duties and
directions of the Trustee. The Trustee may only be directed by the Subordinated Noteholders and any
Extraordinary Resolution of the Subordinated Noteholders will only be effective if the Trustee is of the
opinion that the effect of the same will not be materially prejudicial to the interests of any or all of the
Noteholders, the MERC Holders and the R Certificateholders or is sanctioned by an Extraordinary
Resolution of each class of Noteholders, the MERC Holders and the R Certificateholders.
An Extraordinary Resolution of the Subordinated Noteholders shall be effective when, inter alia, the
Trustee is of the opinion that it will not be materially prejudicial to the interests of any class of the
Noteholders or the MERC Holders or the R Certificateholders or it is sanctioned by an Extraordinary
Resolution of the holders of each class of Notes and the MERC Holders and the R Certificateholders.
Any resolution or direction of any class of Noteholders or Instrumentholders that would have the effect
of modifying or waiving any provision of any of the Priorities of Payments shall not be effective unless
it has been sanctioned by an Extraordinary Resolution of each class of Instrumentholders (such right of
each class of Instrumentholders, the "Instrumentholder Entrenched Rights").
An Extraordinary Resolution passed at any meeting of the Subordinated Noteholders shall be binding on
all Subordinated Noteholders, whether or not they are present at the meeting. The majority required
for an Extraordinary Resolution, including the sanctioning of a Basic Terms Modification, shall be not
less than 75 per cent. of the votes cast on that Extraordinary Resolution.
Subject to the succeeding paragraph, the Trustee may agree, without the consent of the Subordinated
Noteholders, (a) to any modification (except a Basic Terms Modification) of, or to the waiver or
authorisation of any breach or proposed breach of, the Subordinated Notes (including these
Subordinated Note Conditions) or any of the Transaction Documents, which is not, in the opinion of the
Trustee, materially prejudicial to the interests of the Subordinated Noteholders or (b) to any
modification of the Subordinated Notes (including these Subordinated Note Conditions) or any of the
Transaction Documents, which in the Trustee's opinion is to correct a manifest error or is of a formal,
minor or technical nature. Any such modification, waiver, authorisation or determination shall be
binding on the Subordinated Noteholders and, unless the Trustee agrees otherwise, any such
modification shall be notified to such Subordinated Noteholders in accordance with Subordinated Note
Condition 15 as soon as practicable thereafter.
Condition 12: Indemnification and Exoneration of the Trustee
(a)
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