ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
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Condition 11: Indemnification and Exoneration of the Trustee<br />
(a)<br />
(b)<br />
(c)<br />
(d)<br />
(e)<br />
The Trust Deed contains provisions governing the responsibility (and relief from responsibility)<br />
of the Trustee and providing for its indemnification in certain circumstances, including<br />
provisions relieving it from taking enforcement proceedings or enforcing the Security unless<br />
indemnified and/or secured to its satisfaction. The Trustee and its related companies are<br />
entitled to enter into business transactions with, inter alios, the Issuer and Servicer, and/or<br />
related companies of any of them without accounting for any profit resulting therefrom. The<br />
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 for the R Certificates, or any deeds or<br />
documents of title thereto, being uninsured or inadequately insured or being held by or to the<br />
order of the Servicer or by a clearing organisation or their operators or by intermediaries such<br />
as banks, brokers or other similar persons on behalf of the Trustee.<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 Notes, the Paying<br />
Agents act solely as agents of the Issuer and (to the extent provided therein) the Trustee and do<br />
not assume any obligations towards or relationship of agency or trust for or with any of the<br />
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 Noteholders in accordance with R Certificate Condition 14.<br />
Condition 12: Definitive R Certificates<br />
Definitive R Certificates will only be issued in the following limited circumstances:<br />
(a)<br />
(b)<br />
(c)<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 R Certificates which would not be required if the R Certificates were in definitive<br />
form; or<br />
the Issuer would suffer a material disadvantage in respect of the R Certificates as a result of a<br />
change in the laws or regulations (taxation or otherwise), (or in the interpretation, application or<br />
administration of the same) of any applicable jurisdiction (including payments being made net of<br />
tax) which would not be suffered were the relevant R Certificates in definitive form and a<br />
certificate to such effect signed by two directors of the Issuer is delivered to the Trustee.