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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Sunday on which banks are open for business in London and (i) a TARGET Business Day.<br />
"TARGET Business Day" means a day (other than a Saturday or Sunday) on which TARGET<br />
(the Trans-European Automated Real-time Gross settlement Express Transfer system) is open.<br />
(c)<br />
Determination and/or Calculation by Trustee<br />
If the Master Servicer does not at any time for any reason determine and/or calculate the MERC<br />
Holder Payments, the Trustee shall determine and calculate the MERC Holder Payments in the<br />
manner specified in paragraph (a) above, and any such determination and/or calculation shall be<br />
deemed to have been made by the Cash Manager.<br />
(d)<br />
Notifications to be Final<br />
All notifications, opinions, determinations, certificates, calculations and decisions given,<br />
expressed, made or obtained for the purposes of this MERC Condition 4, whether by the Cash<br />
Manager or the Trustee shall (in the absence of wilful default, bad faith or manifest error) be<br />
binding on the Issuer, the Servicer, the Trustee and all MERC Holders and (in such absence as<br />
aforesaid) no liability to the Trustee or the MERC Holders shall attach to the Issuer, the Cash<br />
Manager or the Trustee in connection with the exercise or non-exercise by them or any of them<br />
of their powers, duties and discretions hereunder.<br />
Condition 5: Cancellation<br />
The entitlement of MERC Holders to receive MERC Holder Payments is contingent on the Notes<br />
remaining outstanding. Subject to receipt by MERC Holders of MERC Holder Payments then payable<br />
in accordance with the Post-Enforcement Priority of Payments, the MERCs shall be cancelled and will<br />
no longer constitute a claim against the Issuer following the redemption of all (but not some only) of the<br />
Notes.<br />
Condition 6: Payments<br />
(a)<br />
Global MERCs<br />
Payments of MERC Holder Payments in respect of the Global MERC will be made to the<br />
persons in whose names the Global MERC is registered on the Register at the close of business<br />
on the sixth Business Day immediately prior to the relevant Payment Date and, in the case of<br />
final redemption of the Global MERC, upon surrender of the Global MERC at the specified<br />
office of any Paying Agent. Payments will be made by sterling cheque drawn on a bank in<br />
London or by transfer to a sterling account maintained by the payee with a bank in London.<br />
(b)<br />
Definitive MERCs<br />
Payments of MERC Holder Payments in respect of Definitive MERCs will be made on each<br />
Payment Date to the persons in whose names the Definitive MERCs are registered on the<br />
Register at the close of business on the sixth Business Day immediately prior to the relevant<br />
Payment Date and, in the case of final redemption of a Definitive MERC, upon surrender of<br />
such Definitive MERC at the specified office of any Paying Agent. Payments will be made by<br />
sterling cheque drawn on a bank in London or by transfer to a sterling account maintained by<br />
the payee with a bank in London.<br />
(c)<br />
Payments in respect of the MERCs are subject in all cases to any fiscal or other laws and<br />
regulations applicable thereto.
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