ALBA 2007 â 1 plc - Irish Stock Exchange

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Subordinated Note Condition 4. Such shortfall shall accrue interest at a rate for each Interest Period during which it is outstanding equal to the applicable Note LIBOR plus 5 per cent. per annum for such Interest Period. A pro rata share of such shortfall plus any interest accrued thereon shall be aggregated with the amount of, and treated for the purpose of this Subordinated Note Condition as if it were interest due, subject to this Subordinated Note Condition 4(f), on each Subordinated Note on the next succeeding Payment Date. This provision shall cease to apply on the Payment Date referred to in Subordinated Note Condition 5(a) at which time all accrued interest shall become due and payable. (g) Determination and/or Calculation by Trustee If the Agent Bank does not at any time for any reason determine the Rate of Interest and/or calculate the Interest Amount in accordance with the foregoing paragraphs, the Trustee shall (i) determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the procedure described above), it shall deem fair and reasonable in all the circumstances and/or (as the case may be) (ii) calculate the Interest Amount in the manner specified in paragraph (d) above, and any such determination and/or calculation shall be deemed to have been made by the Agent Bank. (h) Notifications to be Final All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Subordinated Note Condition, whether by the Reference Banks (or any of them) or the Agent Bank or the Trustee shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Reference Banks, the Agent Bank, the Trustee and all Subordinated Noteholders and (in such absence as aforesaid) no liability to the Trustee or the Subordinated Noteholders shall attach to the Issuer, the Reference Banks, the Agent Bank or the Trustee in connection with the exercise or nonexercise by them or any of them of their powers, duties and discretions hereunder. (i) Reference Banks and Agent Bank The Issuer shall ensure that, so long as any of the Subordinated Notes remains outstanding, there shall at all times be an Agent Bank. The initial Agent Bank shall be HSBC Bank plc. In the event of HSBC Bank plc being unwilling to act as the Agent Bank, the Issuer shall appoint such ot her bank as may be approved by the Trustee to act as such in its place. The Agent Bank may not resign until a successor approved by the Trustee has been appointed. The reference banks shall be the principal London office of each of Barclays Bank PLC, National Westminster Bank Plc and HSBC Bank plc or any other three major banks engaged in the London interbank market as may be selected by the Agent Bank (each a "Reference Bank"). (j) Issuer Undertaking to Maintain EU Paying Agent Not Obliged to Withhold or Deduct Tax The Issuer undertakes that it will ensure that it maintains a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. Condition 5: Redemption and Post Enforcement Call Option
(a) Final Redemption of the Subordinated Notes Unless previously redeemed as provided in this Subordinated Note Condition, the Issuer shall redeem the Principal Amount Outstanding under the Subordinated Notes in an amount equal to the lesser of (i) the then Principal Amount Outstanding under the Subordinated Notes; and (ii) the amounts (if any) remaining to the credit of the Reserve Ledger to the extent that such amounts are available for this purpose on the Payment Date falling in March 2039 (the "Final Payment Date") in each case together with all accrued but unpaid and due interest on the Subordinated Notes as at such date. The Issuer may not redeem Subordinated Notes in whole or in part prior to the Final Payment Date except as provided in this Subordinated Note Condition but without prejudice to Subordinated Note Condition 9. (b) Mandatory Redemption in Part On each Payment Date, other than the Payment Date on which the Subordinated Notes are to be redeemed under paragraph (a) above, the Issuer shall make redemptions of the Subordinated Notes on such Payment Date in an amount equal to the lower of: (x) the Cumulative Reserve Fund Excess; and (y) the balance of Available Revenue Funds on that Payment Date having paid or provided in full for items (i) to (xx) of the Pre-Enforcement Interest Priority of Payments, in accordance with the Pre-Enforcement Interest Priority of Payments. Following the early redemption in full of all the Notes, the Issuer shall redeem the Principal Amount Outstanding under the Subordinated Notes in an amount equal to the lesser of (i) the then Principal Amount Outstanding under the Subordinated Notes; and (ii) the amounts (if any) remaining to the credit of the Reserve Ledger to the extent that such amounts are available for this purpose on such redemption date in each case together with all accrued but unpaid and due interest on the Subordinated Notes as at such date. The principal amount redeemable in respect of a Subordinated Note (the "Subordinated Note Principal Payment") on any Payment Date shall be the amount available for such purpose pursuant to this Subordinated Note Condition 5(b) multiplied by a fraction, the numerator of which is the initial denomination of that Subordinated Note and the denominator of which is the aggregate initial Principal Amount Outstanding of the Subordinated Notes; provided always that no Subordinated Note Principal Payment may exceed the Principal Amount Outstanding of a Subordinated Note to be redeemed by such payment. With respect to each Subordinated Note on (or as soon as practicable after) each Calculation Date, the Issuer shall determine (or cause the Cash Manager to determine) (i) the Reserve Fund Excess and the Cumulative Reserve Fund Excess due on the Payment Date next following such Calculation Date, and (ii) the Principal Amount Outstanding of each Subordinated Note on the Payment Date next following such Calculation Date (after deducting any Subordinated Note Principal Payment due to be made on that Payment Date, such deduction not to be made for the purposes of future calculations with regard to Subordinated Note Conditions 4, 5, 9 and 10 if the Subordinated Note Principal Payment which has become due has not been paid) (the "Principal Amount Outstanding"). Each determination by or on behalf of the Issuer of any Subordinated Note Principal Payment and the Principal Amount Outstanding of any Subordinated Note shall in each case (in the absence of negligence, wilful default, bad faith or manifest error) be final and binding on all persons.
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ALBA 2007 - 1 plc (Incorporated in
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As a condition to the issue of the
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PLC (in its capacity as account ban
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In connection with the issue and di
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SUMMARY INFORMATION This summary mu
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(a) (b) (c) the Completion Mortgage
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A2 Notes will rank in priority to t
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Noteholders and (iii) limiting the
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Principal Amount Outstanding togeth
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applicable, subject to the payment
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Agreement, the Cash Management, Mas
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Loans to the extent they accrue a f
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RISK FACTORS The following is a sum
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described in the previous sentence
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the Mortgage Rate for each of which
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Payments. The actual lives of the M
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status, repayment ability, debt-to
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There are concentrations of Propert
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and the right of the relevant Borro
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contracts) has to be issued or appr
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No assurance can be given that chan
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introduce alternative penalties for
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unforeseen taxable profits in the I
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company which is a party to an arra
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CREDIT STRUCTURE General The follow
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thereon) other than, following any
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Available Redemption Funds On any P
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(c) the Liquidity Facility is not r
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(d) (e) (f) the aggregate balance o
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(d) fourth, to the C Principal Defi
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In the event that the long-term, un
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the calculation period applicable t
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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
Page 165 and 166: Contract and the Corporate Services
Page 167 and 168: (a) (b) amounts (other than in resp
Page 169 and 170: The Trustee shall not be responsibl
Page 171 and 172: (e) the Rate of Interest for any In
Page 173 and 174: (i) (ii) in the event that the aggr
Page 175 and 176: amount of any Note Principal Paymen
Page 177 and 178: All of the B Noteholders and/or the
Page 179 and 180: Condition 8: Taxation All payments
Page 181 and 182: of such Noteholders of the relevant
Page 183 and 184: authorisation of any breach or prop
Page 185 and 186: No rights are conferred on any thir
Page 187 and 188: TERMS AND CONDITIONS OF THE MERCs T
Page 189 and 190: (i) (ii) (iii) a first fixed charge
Page 191 and 192: provided by the Cross Currency Swap
Page 193 and 194: to do so by the holders of at least
Page 195 and 196: Sunday on which banks are open for
Page 197 and 198: such MERCs, the alteration of the m
Page 199 and 200: tax) which would not be suffered we
Page 201 and 202: TERMS AND CONDITIONS OF THE SUBORDI
Page 203 and 204: Subordinated Notes scheduled to the
Page 205 and 206: and/or the Issuer Security Deed tog
Page 207 and 208: (vii) (viii) (ix) (x) (xi) (xii) (x
Page 209 and 210: Agreements, the Paying Agents, the
Page 211 and 212: (xii) (xiii) twelfth, to pay pari p
Page 213 and 214: In giving any consent to the forego
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Page 219 and 220: close of business on the sixth Busi
Page 221 and 222: indemnified and/or secured to its s
Page 223 and 224: Trustee will not be responsible for
Page 225 and 226: (b) Notwithstanding the other provi
Page 227 and 228: TERMS AND CONDITIONS OF THE R CERTI
Page 229 and 230: As security for the payment of all
Page 231 and 232: (B) (C) (D) amounts due and payable
Page 233 and 234: Mortgage Loans at the end of the pr
Page 235 and 236: (vii) seventh, to pay pro rata and
Page 237 and 238: (b) Restrictions on Activities (i)
Page 239 and 240: (c) Determination and Calculation b
Page 241 and 242: adjourned meeting, two or more pers
Page 243 and 244: If Definitive R Certificates are is
Page 245 and 246: UNITED KINGDOM TAXATION The followi
Page 247 and 248: EU DIRECTIVE ON THE TAXATION OF SAV
Page 249 and 250: or other person to which it sells t
Page 251 and 252: GENERAL INFORMATION 1. The issue of
Page 253 and 254: GLOSSARY £ .......................
Page 255 and 256: Cap Provider and Liquidity Facility
Page 257 and 258: E Principal Deficiency.............
Page 259 and 260: Interest Only Mortgage Loan........
Page 261 and 262: Noteholders .......................
Page 263 and 264: Receiptholders ....................
Page 265 and 266: Subordinated Noteholders ..........
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ALBA 2007 â 1 plc - Irish Stock Exchange