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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amount of any Note Principal Payment due on the Payment Date next following such<br />
Calculation Date, (ii) the principal amount outstanding of each such Note on the Payment Date<br />
next following such Calculation Date (after deducting any Note Principal Payment due to be<br />
made on that Payment Date such deduction not to be made for the purposes of future<br />
calculations with regard to Conditions 4, 5, 9 and 10 if the Note Principal Payment which has<br />
become due has not been paid) (the "Principal Amount Outstanding") and (iii) the fraction<br />
expressed as a decimal to the sixth point (the "Pool Factor"), of which the numerator is the<br />
Principal Amount Outstanding of the Notes of that class (as referred to in (ii) above) and the<br />
denominator is the denomination of the Notes. Each determination by or on behalf of the Issuer<br />
of any Note Principal Payment, the Principal Amount Outstanding of any Note and the Pool<br />
Factor shall in each case (in the absence of negligence, wilful default, bad faith or manifest<br />
error) be final and binding on all persons.<br />
With respect to each of the classes of Notes, the Issuer will cause each determination of a Note<br />
Principal Payment, Principal Amount Outstanding and Pool Factor to be notified in writing<br />
forthwith to the Trustee, the Swap Counterparty, the Paying Agents, the Agent Bank and (for so<br />
long as the Notes are listed on one or more stock exchanges) the relevant stock exchanges, and<br />
will immediately cause notice of each such determination to be given in accordance with<br />
Condition 13 by not later than two Business Days prior to the relevant Payment Date. If no<br />
Note Principal Payment is due to be made on the Notes on any Payment Date a notice to this<br />
effect will be given to the Noteholders.<br />
If the Issuer does not at any time for any reason determine (or cause the Cash Manager to<br />
determine) with respect to each of the classes of Notes, a Note Principal Payment, the Principal<br />
Amount Outstanding or the Pool Factor (as the case may be) in accordance with the preceding<br />
provisions of this paragraph, such determination may be made by the Trustee in accordance<br />
with this paragraph and each such determination or calculation shall be deemed to have been<br />
made by the Issuer.<br />
(d)<br />
Optional Redemption<br />
On or following the Payment Date on which the aggregate Principal Amount Outstanding of the<br />
Notes is equal to or less than 10 per cent. of the aggregate Principal Amount Outstanding of the<br />
Notes on the Issue Date, the Issuer may (but only if directed on any date after such Payment<br />
Date by either (i) the holders of a majority of the then Principal Amount Outstanding of the<br />
Subordinated Notes or (ii) the Special Servicer) give not more than 60 nor less than 30 days'<br />
notice to the Trustee and the Noteholders in accordance with Condition 13 to redeem all (but<br />
not some only) of the Notes at their Principal Amount Outstanding together with accrued and<br />
unpaid interest, provided that prior to giving any such notice, the Issuer shall have provided to<br />
the Trustee a certificate signed by two directors of the Issuer to the effect that it will have<br />
sufficient funds, not subject to any interest of any other person, required to redeem the Notes as<br />
aforesaid and to pay or make provision for all amounts ranking in priority thereto.<br />
(e)<br />
Optional Redemption for Tax Reasons<br />
If the Issuer at any time immediately prior to the giving of the notice referred to below satisfies<br />
the Trustee that (i) on the next Payment Date the Issuer or any Paying Agent would be required<br />
by reason of a change in law, or the interpretation, application or administration thereof (1) to<br />
deduct or withhold from any payment of principal or interest on the Notes (other than in<br />
respect of default interest) or (2) if the Issuer is unable to enter into a replacement interest rate<br />
swap in respect of which payments are not subject to withholding or deduction, the Interest Rate