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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(a)<br />
(b)<br />
amounts (other than in respect of principal) payable in respect of the<br />
Subordinated Notes (such amounts to be paid pro rata according to the<br />
respective interest entitlements of the Subordinated Noteholders); and<br />
amounts payable to the holders of the Subordinated Notes in respect of principal<br />
of the Subordinated Notes;<br />
(xiv)<br />
(xv)<br />
(xvi)<br />
fourteenth, to pay pari passu amounts payable to the holders of the R Certificates in<br />
respect of the R Certificates;<br />
fifteenth, to reserve as profit (and if the directors of the Issuer so declare, distributable<br />
profit) for the Issuer an amount equal to all accrued interest and all principal then due<br />
and payable by Holdings to the Share trust in respect of the Capitalisation Loan; and<br />
sixteenth, to reserve as profit (and if the directors of the Issuer so declare,<br />
distributable profit) for the Issuer an amount not greater than £1,000.<br />
The Security will become enforceable upon the Trustee giving an Enforcement Notice to the Issuer<br />
provided that, if the Security has become enforceable otherwise than by reason of a default in payment<br />
of any amount due on the Notes, the Trustee will not be entitled to dispose of the assets comprising the<br />
Security or any part thereof unless (i) the Trustee is satisfied or is advised by an investment bank or<br />
other financial adviser selected by the Trustee that a sufficient amount would be realised to allow<br />
discharge in full of all amounts owing to the Noteholders and the Couponholders and any amounts<br />
required under the Issuer Security Deed and/or the Cash Management, Master Servicing and Account<br />
Bank Agreement to be paid pari passu with, or in priority to, the Notes or (ii) the Trustee is of the<br />
opinion, which shall be binding on the Noteholders and the Couponholders, reached after considering at<br />
any time and from time to time the advice of such professional advisers as are selected by the Trustee,<br />
that the cash flow prospectively receivable by the Issuer will not (or that there is a significant risk that it<br />
will not) be sufficient, having regard to any other relevant actual, contingent or prospective liability of<br />
the Issuer, to discharge in full in due course all amounts owing to the Noteholders and any amounts<br />
required under the Issuer Security Deed and/or the Cash Management, Master Servicing and Account<br />
Bank Agreement to be paid pari passu with, or in priority to, the Notes or (iii) if the Trustee is directed<br />
to do so by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Most<br />
Senior Class of Notes.<br />
Condition 3: Covenants<br />
Save with the prior written consent of the Trustee or as provided in or envisaged by any of the<br />
Transaction Documents, the Issuer shall not, for so long as any Notes remains outstanding (as defined<br />
in the Trust Deed), inter alia:<br />
(a)<br />
Negative Pledge<br />
create or permit to subsist any mortgage, standard security, pledge, lien (unless arising by<br />
operation of law) or charge upon the whole or any part of its assets, present or future (including<br />
any uncalled capital) or its undertaking;<br />
(b)<br />
Restrictions on Activities<br />
(i)<br />
engage in any activity which is not reasonably incidental to any of the activities which<br />
the Transaction Documents provide or envisage that the Issuer will engage in;