ALBA 2007 â 1 plc - Irish Stock Exchange

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The Originator GMAC-RFC is engaged in the business of originating, purchasing and selling residential mortgage loans to borrowers in England, Wales and Scotland (and, in the past, Northern Ireland) including mainstream, buy-to-let, self-certification and non-conforming mortgage loans. The Originator will not be liable for any of the financial obligations of the Issuer, including the payment of principal, interest or other amounts on the Notes or the Instruments and the Issuer will have no recourse to the Originator for any breach by the Originator of the terms of the Original Mortgage Sale Agreements. The Trustee The Trustee will be appointed pursuant to a trust deed to be entered into on or prior to the Issue Date between the Issuer and the Trustee (the "Trust Deed") as trustee on behalf of the Noteholders and the Instrumentholders. The Trustee will hold the Security for the benefit of, inter alios, the Noteholders and the Instrumentholders. See "Security for the Notes and Instruments" below. The Mortgage Pool Sale of Completion Mortgage Pool The pool of residential mortgage loans to be purchased by the Issuer on the Issue Date (the "Completion Mortgage Pool") comprises a pool of residential mortgage loans originated by GMAC- RFC (the "Mortgage Loans"), purchased by the Seller from GMAC-RFC (the "Mortgage Pool") and to be transferred by the Seller to the Issuer pursuant to a mortgage sale agreement (the "Mortgage Sale Agreement") to be entered into on or prior to the Issue Date between the Issuer, the Seller and the Trustee other than the Mortgage Loans which have been repaid in full, or in respect of which enforcement procedures have been completed or which have been repurchased by the Originator pursuant to the Original Mortgage Sale Agreements on or before the Issue Date (see "Sale of the Mortgage Pool – Warranties and Breach of Warranties"). Legal and beneficial title to certain of the Mortgage Loans together with the related security for their repayment (the "Related Security"), including the relevant mortgages (the "Mortgages") were purchased by the Seller from GMAC-RFC on 17 November 2006 and 23 March 2007 pursuant to a mortgage sale agreement dated 17 November 2006 (the "2006 Original Mortgage Sale Agreement") and a mortgage sale agreement dated 23 March 2007 (the "2007 Original Mortgage Sale Agreement" and, together with the 2006 Original Mortgage Sale Agreement, the (the "Original Mortgage Sale Agreements" ), respectively, each between GMAC-RFC and the Seller. Any reference in this Prospectus to "Mortgage Loans" shall include any Further Advances, Converted Mortgage Loans and Ported Mortgage Loans, except that such mortgage loans are not included in such definitions for the purposes of references to the "Initial Mortgage Pool", "Preliminary Completion Mortgage Pool" or "Completion Mortgage Pool". Each Mortgage is a mortgage of a residential property in England or Wales (a "Property"). The Initial Mortgage Pool as reduced by the Mortgage Loans which have been repaid in full, or in respect of which enforcement procedures have been completed or which have been repurchased by the Originator pursuant to the Original Mortgage Sale Agreements on or before the relevant Cut-Off Date is referred to as the "Preliminary Completion Mortgage Pool". The mortgage pool owned by the Issuer from time to time (the "Mortgage Pool") will comprise:
(a) (b) (c) the Completion Mortgage Pool; any further advances made by the Seller to Borrowers and, after the satisfaction of certain conditions, funded by the Issuer and secured on the relevant Property (the "Further Advances") in accordance with the provisions of the Mortgage Sale Agreement and the Special Servicer Agreement (see "Servicing and Special Servicing of the Mortgage Pool – Further Advances"); and any advances made by the Seller to Borrowers that have redeemed their initial Mortgage Loans and been granted new Mortgage Loans on substantially the same commercial terms within six months of the date of redemption of the initial Mortgage Loans for other Properties (such new Mortgage Loans, the "Ported Mortgage Loans") and, after the satisfaction of certain conditions, funded by the Issuer and secured on the relevant Property in accordance with the provisions of the Mortgage Sale Agreement and the Special Servicer Agreement (see "Servicing and Special Servicing of the Mortgage Pool – Ported Mortgage Loan"). Mortgage Servicing and Special Servicing The Servicer will be appointed under the terms of the servicing agreement to be dated on or about the Issue Date between, inter alios, the Issuer, the Seller, the Servicer, the Special Servicer and the Trustee (as so amended, the "Servicing Agreement") to service and administer the Mortgage Loans and the Related Security on behalf of and as agent for the Issuer, the Seller and, if so appointed following the service of an Enforcement Notice, the Trustee. In addition, the Servicer is obliged to report on a regular basis to the Trustee and the Issuer pursuant to the terms of the Servicing Agreement regarding the status, performance and the administration of the Mortgage Loans and other matters relating to its administrative functions as described in "Servicing and Special Servicing of the Mortgage Pool". The Special Servicer will be appointed under the terms of the special servicer agreement relating to the Mortgage Loans dated on or prior to the Issue Date between the Issuer, the Special Servicer, the Seller and the Trustee (the "Special Servicer Agreement") to provide certain specialist servicing and administration functions in relation to the Mortgage Loans on behalf of the Issuer and, if so appointed following the service of an Enforcement Notice, the Trustee. (See further "Servicing and Special Servicing of the Mortgage Pool"). Neither the Servicer nor the Special Servicer will be liable for any of the financial obligations of the Issuer, including any payments of principal, interest or other amounts on the Notes or the Instruments. Principal Features of the Notes and the Instruments Ranking of the Notes The A Notes, the B Notes, the C Notes, the D Notes, the E Notes, the F Notes, the MERCs, the Subordinated Notes and the R Certificates will be constituted by the Trust Deed and will share (subject to the priority described below) in the same security. The A Notes will be secured by the same security that will secure the B Notes, the C Notes, the D Notes, the E Notes, the F Notes, the MERCs, the Subordinated Notes and the R Certificates. Upon enforcement of the Security by the Trustee, the A Notes will rank pari passu without preference or priority amongst themselves and will rank in priority to the B Notes, the C Notes, the D Notes, the E Notes, the F Notes, the MERCs, the Subordinated Notes and the R Certificates in point of security; the B Notes will rank pari passu without preference or priority amongst themselves and will rank in priority to the C Notes, the D Notes, the E Notes, the F Notes, the MERCs, the Subordinated Notes
Page 1 and 2: ALBA 2007 - 1 plc (Incorporated in
Page 3 and 4: As a condition to the issue of the
Page 5 and 6: PLC (in its capacity as account ban
Page 7 and 8: In connection with the issue and di
Page 9: SUMMARY INFORMATION This summary mu
Page 13 and 14: A2 Notes will rank in priority to t
Page 15 and 16: Noteholders and (iii) limiting the
Page 17 and 18: Principal Amount Outstanding togeth
Page 19 and 20: applicable, subject to the payment
Page 21 and 22: Agreement, the Cash Management, Mas
Page 23 and 24: Loans to the extent they accrue a f
Page 25 and 26: RISK FACTORS The following is a sum
Page 27 and 28: described in the previous sentence
Page 29 and 30: the Mortgage Rate for each of which
Page 31 and 32: Payments. The actual lives of the M
Page 33 and 34: status, repayment ability, debt-to
Page 35 and 36: There are concentrations of Propert
Page 37 and 38: and the right of the relevant Borro
Page 39 and 40: contracts) has to be issued or appr
Page 41 and 42: No assurance can be given that chan
Page 43 and 44: introduce alternative penalties for
Page 45 and 46: unforeseen taxable profits in the I
Page 47 and 48: company which is a party to an arra
Page 49 and 50: CREDIT STRUCTURE General The follow
Page 51 and 52: thereon) other than, following any
Page 53 and 54: Available Redemption Funds On any P
Page 55 and 56: (c) the Liquidity Facility is not r
Page 57 and 58: (d) (e) (f) the aggregate balance o
Page 59 and 60: (d) fourth, to the C Principal Defi
Page 61 and 62:
In the event that the long-term, un
Page 63 and 64:
the calculation period applicable t
Page 65 and 66:
Assets except to the extent of any
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(B) (C) the special servicing fee d
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(xii) (xiii) (xiv) (xv) (xvi) (xvii
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(vii) (viii) (ix) seventh, pari pas
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credit of the Reserve Ledger to the
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elated rights and powers, and other
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CAPITALISATION STATEMENT The follow
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THE SERVICER Homeloan Management Li
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THE ACCOUNT BANK AND THE GIC PROVID
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THE INTEREST RATE SWAP COUNTERPARTY
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THIRD PARTY INFORMATION The informa
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insurance or endowment policy or ot
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Approximately 49.74 per cent. by lo
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• Investment properties (resident
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• Reference from current landlord
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• Properties under 10 years old w
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(a) (b) CCJs/Defaults will only be
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CHARACTERISTICS OF THE PRELIMINARY
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Distribution by Current Loan to Val
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Distribution by Property Type Curre
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19. Distribution by Current Margin
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Distribution by Discount over Rever
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Distribution of Early Redemption Ch
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Distribution by Original Loan to Cu
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9. Shared Ownership Status Shared O
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17. Distribution by Arrears Multipl
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24. Distribution by Interest Rate f
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Section C: Non-Conforming Mortgage
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Distribution by Total Number of Cou
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Distribution by Region Current Bala
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20. Distribution by Stabilised Marg
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27. Distribution of Early Redemptio
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companies and the Seller (or GMAC-R
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1. Lending Criteria Subject to GMAC
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SERVICING AND SPECIAL SERVICING OF
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The Servicer is, under the Servicin
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(m) (n) (o) (p) (q) (r) (s) (t) (u)
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(k) (l) (m) (n) the total balance o
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(o) (p) (q) the balance of the Port
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Any credit agreement intended to be
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Arrears must be dealt with sympathe
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(p) (q) (r) (s) interest on the Not
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Weighted Average Life of D Notes in
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SUMMARY OF PROVISIONS RELATING TO T
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TERMS AND CONDITIONS OF THE NOTES T
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In accordance with this Condition 2
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(g) (h) (i) (j) (k) (l) (m) (n) (o)
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(A) (B) (C) (D) (E) other than in r
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(xxi) (xxii) twenty-first, to pay a
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E = the aggregate Principal Amount
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Contract and the Corporate Services
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(a) (b) amounts (other than in resp
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The Trustee shall not be responsibl
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(e) the Rate of Interest for any In
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(i) (ii) in the event that the aggr
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amount of any Note Principal Paymen
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All of the B Noteholders and/or the
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Condition 8: Taxation All payments
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of such Noteholders of the relevant
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authorisation of any breach or prop
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No rights are conferred on any thir
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TERMS AND CONDITIONS OF THE MERCs T
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(i) (ii) (iii) a first fixed charge
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provided by the Cross Currency Swap
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to do so by the holders of at least
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Sunday on which banks are open for
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such MERCs, the alteration of the m
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tax) which would not be suffered we
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TERMS AND CONDITIONS OF THE SUBORDI
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Subordinated Notes scheduled to the
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and/or the Issuer Security Deed tog
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(vii) (viii) (ix) (x) (xi) (xii) (x
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Agreements, the Paying Agents, the
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(xii) (xiii) twelfth, to pay pari p
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In giving any consent to the forego
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LIBOR in effect for the Interest Pe
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(a) Final Redemption of the Subordi
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close of business on the sixth Busi
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indemnified and/or secured to its s
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Trustee will not be responsible for
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(b) Notwithstanding the other provi
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TERMS AND CONDITIONS OF THE R CERTI
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As security for the payment of all
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(B) (C) (D) amounts due and payable
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Mortgage Loans at the end of the pr
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(vii) seventh, to pay pro rata and
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(b) Restrictions on Activities (i)
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(c) Determination and Calculation b
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adjourned meeting, two or more pers
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If Definitive R Certificates are is
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UNITED KINGDOM TAXATION The followi
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EU DIRECTIVE ON THE TAXATION OF SAV
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or other person to which it sells t
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GENERAL INFORMATION 1. The issue of
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GLOSSARY £ .......................
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Cap Provider and Liquidity Facility
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E Principal Deficiency.............
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Interest Only Mortgage Loan........
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Noteholders .......................
Page 263 and 264:
Receiptholders ....................
Page 265 and 266:
Subordinated Noteholders ..........
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ALBA 2007 â 1 plc - Irish Stock Exchange