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ALBA 2007 – 1 plc - Irish Stock Exchange

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Trustee will not be responsible for any loss, expense or liability which may be suffered as a<br />

result of, inter alia, any assets comprised in the Security, or any deeds or documents of title<br />

thereto, being uninsured or inadequately insured or being held by or to the order of the Servicer<br />

or by a clearing organisation or their operators or by intermediaries such as banks, brokers or<br />

other similar persons on behalf of the Trustee.<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

The Trust Deed provides that the Trustee shall be under no obligation to make any searches,<br />

enquiries, or independent investigations of title in relation to any of the properties secured by<br />

the Mortgages.<br />

In acting under the Paying Agency Agreement and in connection with the Subordinated Notes,<br />

the Paying Agents act solely as agents of the Issuer and (to the extent provided therein) the<br />

Trustee and do not assume any obligations towards or relationship of agency or trust for or with<br />

any of the Subordinated Noteholders.<br />

The initial Paying Agents and their initial Specified Offices are listed below. The Issuer<br />

reserves the right (with the prior written approval of the Trustee) to vary or terminate the<br />

appointment of any Agent and to appoint a successor principal paying agent or agent bank and<br />

additional or successor paying agents at any time, having given not less than 30 days notice to<br />

such Agent.<br />

The Issuer shall at all times maintain a Paying Agent, a principal paying agent and an agent<br />

bank. Notice of any change in any of the Agents or in their Specified Offices shall promptly be<br />

given to the Subordinated Noteholders in accordance with Subordinated Note Condition 15.<br />

Condition 13: Definitive Subordinated Notes<br />

Definitive Subordinated Notes will only be issued if 40 days or more after the Issue Date any of the<br />

following apply:<br />

(a)<br />

(b)<br />

either Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of<br />

14 days (other than by reason of legal holidays) or announces an intention permanently to cease<br />

business or does in fact do so; or<br />

by reason of any amendment to, or change in, the laws or regulations of England and Wales,<br />

the Issuer is or will be required to make any deduction or withholding from any payment in<br />

respect of the Subordinated Notes which would not be required if the Subordinated Notes were<br />

in definitive form.<br />

If Definitive Subordinated Notes are issued, the beneficial interests represented by the Global<br />

Subordinated Note shall be exchanged in whole (but not in part) by the Issuer for Definitive<br />

Subordinated Notes in the aggregate amount equal to the Principal Amount Outstanding of the Global<br />

Subordinated Note, subject to and in accordance with the detailed provisions of the Paying Agency<br />

Agreement, the Trust Deed and the Global Subordinated Note.<br />

Condition 14: Replacement of Global Subordinated Notes and Definitive Subordinated Notes<br />

If any Global Subordinated Note or Definitive Subordinated Note is mutilated, defaced, lost, stolen or<br />

destroyed, it may be replaced at the specified office of any Paying Agent or the Registrar.<br />

Replacement of any mutilated, defaced, lost, stolen or destroyed Subordinated Note will only be made<br />

on payment of such costs as may be incurred in connection therewith and on such terms as to evidence<br />

and indemnity as the Issuer may reasonably require. Mutilated or defaced Global Subordinated Notes<br />

or Definitive Subordinated Notes must be surrendered before new ones will be issued.

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