PROSPECTUS ARLO II Limited - Irish Stock Exchange

“Adjusted Notional Amount Further Reduction Amount” means in respect of a Credit
Event, an amount (if any) by which the principal amount of the Deliverable Portion of the
Charged Assets delivered to Buyer pursuant to Section 5B of this Confirmation in relation
to such Credit Event is more than the corresponding Cash Settlement Amount.
“Adjustment Amount” means a principal amount of the Charged Assets Portfolio with a
market value, determined by the Calculation Agent, equal to the Unwind Costs (or, at the
option of the Swap Counterparty, a cash amount in JPY equal to the Unwind Costs).
“Alternative Settlement Amount” means the “Cash Settlement Amount” as determined
by the Calculation Agent in accordance with the provisions of Section 9.8 of the Credit
Derivatives Definitions, assuming that references to “Undeliverable Obligations”,
“Undeliverable Loan Obligations”, “Undeliverable Participations” or “Unassignable
Obligations” are references to the Undeliverable Assets, as the case may be, and that the
“Valuation Date” is the date that is two Business Days after the Latest Permissible Early
Termination Date, and where Unwind Costs are deemed payable to Buyer, less such
Unwind Costs.
“Alternative Settlement Date” means the third Business Day following the Latest
Permissible Early Termination Date.
“Attributable Charged Assets” means the Charged Assets Portfolio and either:
(a)
(b)
less the Adjustment Amount, if the Unwind Costs are deemed payable to Buyer; or
plus the Adjustment Amount, if the Unwind Costs are deemed payable by Buyer.
and provided that:
(i)
(ii)
if the Charged Assets Portfolio less the Adjustment Amount is an amount less than
zero, the Attributable Charged Assets shall be deemed to be zero and no
Attributable Charged Assets shall be deliverable; and
paragraph (a) above shall not apply where an Early Termination Date under the
Charged Agreement is designated or deemed to occur as a result of an Event of
Default in relation to Buyer as the Defaulting Party.
“Charged Assets” has the meaning ascribed thereto in the Conditions of the Notes.
“Charged Assets Portfolio” means, in respect of any day, the Charged Assets (if any) on
such day.
“Charged Assets Redemption Event” means the occurrence of any of the following with
respect to one or more of the Charged Assets at any time from and including 5 March
2008 up to and including the Specified Date:
(i)
the Issuer satisfies the Trustee that the performance of its obligations under the
Notes or ancillary thereto has or will become unenforceable, illegal or otherwise
prohibited in whole or in part as a result of the Issuer’s compliance with any
applicable present or prospective law, rule, regulation, judgment, order or directive
of or in any jurisdiction or any governmental administrative, legislative or judicial
power or the interpretation thereof; or
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