ALBA 2007 – 1 plc - Irish Stock Exchange

applicable, subject to the payment or provision of all higher ranking items in the relevant Priority of
Payments.
Ratings
As a condition to the issue of the A Notes, the A Notes are anticipated to be rated AAA by Fitch, Aaa
by Moody's and AAA by S&P. The B Notes are anticipated to be rated AAA by Fitch, Aa2 by
Moody's and AAA by S&P. The C Notes are anticipated to be rated AA- by Fitch and AA by S&P.
The D Notes are anticipated to be rated A- by Fitch and A by S&P. The E Notes are anticipated to be
rated BBB by Fitch and BBB by S&P. The F Notes are anticipated to be rated BB by Fitch and Ba2 by
Moody's. As a condition to the issue of the MERCs, the MERCs are anticipated to be rated AAA by
Fitch, Aaa by Moody's and AAA by S&P. The ratings by Fitch and Moody's of the MERCs address
the likelihood of receipt by the MERC Holders of MERC Holder Payments. However, they assume
without any independent investigation that (a) the payment of the corresponding Mortgage Early
Repayment Charges is legally valid, binding and enforceable against the Borrowers and (b) such
Mortgage Early Repayment Charges are actually collected from Borrowers and received by the Issuer.
The rating by S&P of the MERCs addresses the likelihood of receipt by the MERC Holders of
Mortgage Early Repayment Charges actually received by the Issuer if enforceable. The issue of the R
Certificates and the Subordinated Notes is not conditional upon a rating and the Issuer has not requested
any rating of the R Certificates or the Subordinated Notes.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by any or all of the Rating Agencies.
Security for the Notes and the Instruments
The security for the Notes and the Instruments will be created pursuant to, and on the terms of, a
security deed to be entered into between, inter alios, the Issuer and the Trustee and dated on or prior to
the Issue Date (the "Issuer Security Deed"), as amended or supplemented from time to time, in favour
of the Trustee on trust for, inter alios, the holders of the Notes and the Instruments. See Condition 2,
MERC Condition 2, Subordinated Note Condition 2 and R Certificate Condition 2.
The Notes and the Instruments will be secured in favour of the Trustee, inter alia, by:
(i)
(ii)
(iii)
a first fixed charge over all the Issuer's right, title, interest and benefit in, inter alia, the
Mortgage Loans and Related Security;
a first fixed charge over the Issuer's right, title, interest and benefit in the Issuer Transaction
Account and any other bank account of the Issuer from time to time;
an assignment over all the Issuer's right, title, interest and benefit in:
(a)
(b)
(c)
(d)
the Mortgage Sale Agreement;
the Servicing Agreement;
the Special Servicer Agreement;
the cash management, master servicing and account bank agreement dated on or prior
to the Issue Date between the Issuer, the Cash Manager, the Master Servicer, the
Account Bank and the Trustee (the "Cash Management, Master Servicing and
Account Bank Agreement");