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ALBA 2007 – 1 plc - Irish Stock Exchange

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If Definitive R Certificates are issued, the beneficial interests represented by the Global R Certificate<br />

shall be exchanged by the Issuer for Definitive R Certificates in an amount proportionate to the<br />

beneficial interests represented by the Global R Certificate subject to and in accordance with the<br />

detailed provisions of the Paying Agency Agreement, the Trust Deed and the Global R Certificate.<br />

Condition 13: Replacement of Definitive R Certificates<br />

If any R Certificate is mutilated, defaced, lost, stolen or destroyed, it may be replaced at the specified<br />

office of any Paying Agent. Replacement of any mutilated, defaced, lost, stolen or destroyed R<br />

Certificate will only be made on payment of such costs as may be incurred in connection therewith and<br />

on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced<br />

R Certificates must be surrendered before new ones will be issued.<br />

Condition 14: Notice to R Certificateholders<br />

Any notice to the R Certificateholders shall be validly given if either published in The <strong>Irish</strong> Times or, if<br />

such newspaper shall cease to be published or timely publication therein shall not be practicable, in<br />

such English language newspaper or newspapers as the Trustee shall approve having a general<br />

circulation in Dublin or published on the Relevant Screen. Any such notice shall be deemed to have<br />

been given to the R Certificateholders and they shall be deemed to have notice of the content of any<br />

such notice, in each case, on the date of such publication or, if published more than once or on<br />

different dates, on the first date on which publication shall have been made in the newspaper or<br />

newspapers in which (or on the Relevant Screen on which) publication is required.<br />

The Trustee shall be at liberty to sanction some other method of giving notice to the<br />

R Certificateholders if, in its opinion, such other method is reasonable having regard to market practice<br />

then prevailing and to the requirements of the stock exchange or equivalent regulatory authority on<br />

which the R Certificates are then listed and provided that notice of such other method is given to the R<br />

Certificateholders in such manner as the Trustee shall require.<br />

Condition 15: Non Petition<br />

The R Certificateholders shall not be entitled to take any steps (otherwise than in accordance with the<br />

Issuer Security Deed):<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

to direct the Trustee to enforce the Security; or<br />

to take or join any person in taking steps against the Issuer for the purpose of obtaining payment<br />

of any amount due from the Issuer to it; or<br />

to initiate or join any person in initiating any Insolvency Proceedings in relation to the Issuer or<br />

the appointment of an Insolvency Official in relation to the Issuer or in relation to the whole or<br />

any substantial part of the undertakings or assets of the Issuer; or<br />

to take any steps or proceedings which would result in the Priorities of Payments not being<br />

observed.<br />

Condition 16: Rights of Third Parties<br />

No rights are conferred on any third person (except the R Certificateholders) under the Contracts<br />

(Rights of Third Parties) Act 1999 to enforce any term of the R Certificates, but this does not affect any<br />

right or remedy of any person which exists or is available apart from that Act.

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