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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In giving any consent to the foregoing, the Trustee may require the Issuer to make such modifications<br />
or additions to the provisions of any of the Transaction Documents or may impose such other<br />
conditions or requirements as the Trustee may deem expedient in the interests of the R<br />
Certificateholders.<br />
The Trustee shall not be responsible for monitoring, nor liable for any failure to monitor compliance by<br />
the Issuer with the above covenants and will be entitled to rely upon certificates signed on behalf of the<br />
Issuer as to compliance.<br />
Condition 4: Residual Payments<br />
(a)<br />
Entitlement<br />
Each R Certificate bears a pro rata entitlement to receive a payment ("Residual Payment") in<br />
respect of amounts equal to the residual amount available for such purpose in accordance with<br />
the Pre-Enforcement Interest Priority of Payments or Post- Enforcement Priority of Payments,<br />
as applicable, following payment of or provision for all higher ranking items and, if the Notes<br />
are to be redeemed in full on a Payment Date or in the event that the Post-Enforcement Priority<br />
of Payments are to be applied, following provision of (i) an amount equal to such amount that<br />
Holdings is obliged to pay to the Share Trustee (by way of principal and/or interest) on such<br />
date in respect of the Capitalisation Loan and (ii) an amount of not greater than £1,000 to the<br />
Issuer as profit. The Residual Payment shall be equal to the residual amount available for such<br />
purpose in accordance with the Pre-Enforcement Interest Priority of Payments or Post-<br />
Enforcement Priority of Payments, as applicable, (following payment of or provision for all<br />
higher ranking items and, if the Notes are to be redeemed in full on a Payment Date or in case<br />
the Post-Enforcement Priority of Payments are to be applied, following provision of (i) an<br />
amount equal to such amount that Holdings is obliged to pay to the Share Trustee (by way of<br />
principal and/or interest) on such date in respect of the Capitalisation Loan and (ii) an amount of<br />
not greater than £1,000 to the Issuer as profit) divided by the number of R Certificates existing<br />
on the third Business Day prior to a Payment Date (each such date a "Calculation Date").<br />
Following payment of or provision for all higher ranking items and, if the Notes are to be<br />
redeemed in full on a Payment Date or in case the Post-Enforcement Priority of Payments are to<br />
be applied, following provision of (i) an amount equal to such amount that Holdings is obliged<br />
to pay to the Share Trustee (by way of principal and/or interest) on such date in respect of the<br />
Capitalisation Loan in the Pre-Enforcement Interest Priority of Payments or Post-Enforcement<br />
Priority of Payments, as applicable, and (ii) an amount of no greater than £1,000 to the Issuer<br />
as profit in the Post-Enforcement Priority of Payments, if there are no available amounts to be<br />
applied as Residual Payments the R Certificateholders will have no further claim against the<br />
Issuer.<br />
(b)<br />
Payment<br />
Subject to R Certificate Condition 5, Residual Payments, to the extent there are amounts<br />
available for such purpose, are payable in sterling on 17 th September <strong>2007</strong>, and thereafter<br />
quarterly in arrear on the 17 th day in December, March, June and September in each year or on<br />
the following Business Day if such day is not a Business Day (each such date a "Payment<br />
Date"). "Business Day" means a day which is both a day (i) other than Saturday or Sunday on<br />
which banks are open for business in London and (ii) a TARGET Business Day. "TARGET<br />
Business Day" means a day (other than a Saturday or Sunday) on which TARGET (the Trans-<br />
European Automated Real-time Gross settlement Express Transfer system) is open.