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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Condition 1: Form and Title<br />
The 100 R Certificates will be represented by a global certificate in registered form (a "Global R<br />
Certificate").<br />
If R Certificates in definitive form are issued pursuant to R Certificate Condition 12, a definitive<br />
certificate in respect of each R Certificate represented by the Global R Certificate (the "Definitive R<br />
Certificates") will be issued in registered form and serially numbered.<br />
Title to the Global R Certificates and Definitive R Certificates will pass upon registration in the register<br />
(the "Register") which the Issuer shall procure to be kept by the Registrar. Registered holders of the<br />
Global R Certificates or Definitive R Certificates shall (to the fullest extent permitted by applicable<br />
laws) be deemed and treated at all times, by all persons and for all purposes (including the making of<br />
any payments), as the absolute owner of such Global R Certificates or Definitive R Certificates, as the<br />
case may be, regardless of any notice of ownership, theft or loss, of any trust or other interest therein<br />
or of any writing thereon.<br />
For so long as the R Certificates are represented by Global R Certificates, the Issuer and the Trustee<br />
may (but shall not be obliged to) (to the fullest extent permitted by applicable laws) deem and treat each<br />
person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the<br />
holder of the particular number of R Certificates (each, an "Accountholder") as the holder of such<br />
number of R Certificates (including for the purposes of any quorum requirements of, or the right to<br />
demand a poll at, meetings of the R Certificateholders), other than for the purposes of making<br />
payments on such Global R Certificates, the right to which shall be vested, as against the Issuer and the<br />
Trustee, solely in the registered holder of the relevant Global R Certificate in accordance with and<br />
subject to the terms of the Trust Deed.<br />
The R Certificates may be held or traded in unit form and can be transferred in single units in<br />
accordance with the terms of the Trust Deed and the relevant Global R Certicate or relevant Definitive<br />
R Certicate (as appropriate). Transfers and exchanges of beneficial interests in Global R Certificates<br />
will be effected subject to and in accordance with the rules and procedures of Euroclear and<br />
Clearstream, Luxembourg, as appropriate.<br />
Condition 2: Status, Ranking and Security<br />
(a)<br />
Status and Ranking of the R Certificates<br />
The R Certificates are constituted by the Trust Deed. The Issuer will issue 100 R Certificates on the<br />
Issue Date.<br />
The R Certificates constitute direct, secured (as more particularly described in the Issuer Security<br />
Deed) and unconditional obligations of the Issuer and rank pari passu without preference or priority<br />
amongst each other.<br />
The Issuer Security Deed contains provisions to the effect that, so long as any of the Notes are<br />
outstanding, the Trustee shall not be required, when exercising its powers, authorities and discretions,<br />
to have regard to the interests of any other persons (other than Noteholders in accordance with the<br />
Trust Deed) having the benefit of the security constituted by the Issuer Security Deed and, in relation to<br />
the exercise of such powers, authorities and discretions, the Trustee shall have no liability to such<br />
persons as a consequence of so acting.<br />
(b)<br />
Security