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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or the Trustee in connection with the exercise or non-exercise by them or any of them of their<br />
powers, duties and discretions hereunder.<br />
(i)<br />
Reference Banks and Agent Bank<br />
The Issuer shall ensure that, so long as any of the Notes remains outstanding, there shall at all<br />
times be an Agent Bank. The initial Agent Bank shall be HSBC Bank <strong>plc</strong>. In the event of<br />
HSBC Bank <strong>plc</strong> being unwilling to act as the Agent Bank, the Issuer shall appoint such other<br />
bank as may be approved by the Trustee to act as such in its place. The Agent Bank may not<br />
resign until a successor approved by the Trustee has been appointed. The reference banks shall<br />
be the principal London office of each of Barclays Bank PLC, National Westminster Bank Plc<br />
and HSBC Bank <strong>plc</strong> or any other three major banks engaged in the London interbank market as<br />
may be selected by the Agent Bank (each a "Reference Bank").<br />
(j)<br />
Issuer Undertaking to Maintain EU Paying Agent Not Obliged to Withhold or Deduct Tax<br />
The Issuer undertakes that it will ensure that it maintains a paying agent in an EU Member State<br />
that is not obliged to withhold or deduct tax pursuant to European Council Directive<br />
2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council<br />
meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in<br />
order to conform to, such Directive.<br />
Condition 5: Redemption and Post Enforcement Call Option<br />
(a)<br />
Final Redemption of the Notes<br />
Unless previously redeemed as provided in this Condition, the Issuer shall redeem the Notes at<br />
their Principal Amount Outstanding on the Payment Date falling in March 2039 (the "Final<br />
Payment Date").<br />
The Issuer may not redeem Notes in whole or in part prior to the Final Payment Date except as<br />
provided in this Condition 5 but without prejudice to Condition 9.<br />
(b)<br />
Mandatory Redemption in Part<br />
On each Payment Date, other than the Payment Date on which the Notes are to be redeemed<br />
under paragraphs (a) above or (d) or (e) below, when the Pro Rata Redemption Conditions are<br />
not satisfied, the Issuer shall make redemptions in part of the Notes in accordance with the Pre-<br />
Enforcement Sequential Principal Priority of Payments and, when the Pro Rata Redemption<br />
Conditions are satisfied, the Issuer shall make redemptions of the Notes in part in accordance<br />
with the Pre-Enforcement Pro rata Principal Priority of Payments.<br />
(c)<br />
Note Principal Payments, Principal Amount Outstanding and Pool Factor<br />
The principal amount redeemable in respect of each Note of each class (the "Note Principal<br />
Payment") on any Payment Date under paragraph (b) above shall be the amount of the Actual<br />
Redemption Funds on the Calculation Date immediately preceding that Payment Date to be<br />
applied in redemption of the Notes of that class multiplied by the denomination of such Notes<br />
and divided by the aggregate Principal Amount Outstanding of the Notes of that class on the<br />
relevant Payment Date (rounded down to the nearest pound); provided always that no such Note<br />
Principal Payment may exceed the Principal Amount Outstanding of each Note comprised in the<br />
relevant class of Notes. With respect to each Note on (or as soon as practicable after) each<br />
Calculation Date, the Issuer shall determine (or cause the Master Servicer to determine) (i) the
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