ALBA 2007 â 1 plc - Irish Stock Exchange

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STRUCTURE DIAGRAM This structure diagram is an indicative summary of the principal features of the Notes and the Instruments at issuance. This structure diagram must be read in conjunction with, and is qualified in its entirety by, the detailed information presented elsewhere in this Prospectus. Servicer Trustee Interest Rate Cap Servicing of Mortgage Loans Security Oakwood Homeloans Limited (Seller/Special Servicer/initial holder of MERCs, Subordinated Notes and R Certificates) Sale of Mortgage Loans Special Servicing of Mortgage Loans Consideration for sale of Mortgage Loans Issuer Principal & Interest on the Notes Interest Rate Swap Cross Currency Swap Reserve Fund Guaranteed Investment Contract Noteholders Liquidity Facility
RISK FACTORS The following is a summary of certain aspects of the issue of the Notes and the Instruments about which prospective investors should be aware. It is not intended to be exhaustive and prospective investors should carefully consider the risk factors set out in this summary, in addition to the other information contained in this Prospectus, in evaluating whether to purchase the Notes and/or the Instruments. Risks Related to the Notes and the Instruments Non-Recourse Obligations and Limited Resources The Notes and the Instruments represent obligations of the Issuer, and do not constitute obligations or responsibilities of, or guarantees by, any other person (including the Seller, the Special Servicer, the Initial Instrumentholder, the Arranger, the Managers, the Servicer, the Corporate Services Provider, the Share Trustee, the Trustee, the Cash Manager, the Master Servicer, the Registrar, the Paying Agents, the Agent Bank, the Transfer Agent, the Liquidity Facility Provider, the Account Bank, the GIC Provider, the Swap Counterparties, the Cap Provider and the Originator (as to which see in particular "No Recourse to Originator"), Holdings and the Option Co.). The Issuer will rely solely on monies received or recovered on the Mortgage Loans (whether by way of monthly payments, enforcement, disposal of the Mortgage Loans or otherwise), amounts received from each Swap Counterparty under the Swap Agreements, amounts received from the Cap Provider under the Interest Rate Cap Agreement, amounts received from the GIC Provider under the Guaranteed Investment Contract and, in the event that the Issuer is unable on any Payment Date to pay in full (to the extent required to be paid on any such date) the Revenue Shortfalls, amounts available under the Liquidity Facility, in each case, to enable it to make payments in respect of the Notes and the Instruments. Other than as provided in the Mortgage Sale Agreement, the Issuer and the Trustee will have no recourse to the Seller or any other entity (see "Risks Related to the Mortgage Loans – Warranties and Limitation of Seller's Liability" below). No Recourse to Originator In particular, neither the Notes nor the Instruments are obligations of, or the responsibility of, or guaranteed by, the Originator (or any subsidiary or affiliate of the Originator), and the Originator (or any subsidiary or affiliate of the Originator) has no responsibility for this Prospectus or its contents. Any information concerning the Originator in this Prospectus comprises only publicly available information issued by or on behalf of the Originator. Yield and Prepayment Considerations The yield to maturity of the Notes and Instruments of each class will depend on, among other things, the amount and timing of payment of principal (including full and partial prepayments, sale proceeds arising on enforcement of a Mortgage Loan, repurchases by the Seller due to breaches of warranties under the Mortgage Sale Agreement or requests by Borrowers to convert their current Mortgage Loan to one of a different type) on the Mortgage Loans and the price paid by the Noteholders for the Notes and by the Instrumentholders for the Instruments. Such yield may be adversely affected by a higher or lower than anticipated rate of prepayments on the Mortgage Loans. The yield to maturity on the MERCs will be particularly sensitive to the rates of prepayment on the related Mortgage Loans. The Mortgage Loans may be prepaid in full or in part at any time. Early repayment will generally take place in one of two possible circumstances. The Borrower may voluntarily redeem the Mortgage Loan
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 and 10: SUMMARY INFORMATION This summary mu
Page 11 and 12: (a) (b) (c) the Completion Mortgage
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: Loans to the extent they accrue a f
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
Page 67 and 68: (B) (C) the special servicing fee d
Page 69 and 70: (xii) (xiii) (xiv) (xv) (xvi) (xvii
Page 71 and 72: (vii) (viii) (ix) seventh, pari pas
Page 73 and 74: credit of the Reserve Ledger to the
Page 75 and 76:
elated rights and powers, and other
Page 77 and 78:
CAPITALISATION STATEMENT The follow
Page 79 and 80:
THE SERVICER Homeloan Management Li
Page 81 and 82:
THE ACCOUNT BANK AND THE GIC PROVID
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THE INTEREST RATE SWAP COUNTERPARTY
Page 85 and 86:
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
Page 101 and 102:
Distribution by Current Loan to Val
Page 103 and 104:
Distribution by Property Type Curre
Page 105 and 106:
19. Distribution by Current Margin
Page 107 and 108:
Distribution by Discount over Rever
Page 109 and 110:
Distribution of Early Redemption Ch
Page 111 and 112:
Distribution by Original Loan to Cu
Page 113 and 114:
9. Shared Ownership Status Shared O
Page 115 and 116:
17. Distribution by Arrears Multipl
Page 117 and 118:
24. Distribution by Interest Rate f
Page 119 and 120:
Section C: Non-Conforming Mortgage
Page 121 and 122:
Distribution by Total Number of Cou
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Distribution by Region Current Bala
Page 125 and 126:
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
Page 131 and 132:
1. Lending Criteria Subject to GMAC
Page 133 and 134:
SERVICING AND SPECIAL SERVICING OF
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The Servicer is, under the Servicin
Page 137 and 138:
(m) (n) (o) (p) (q) (r) (s) (t) (u)
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(k) (l) (m) (n) the total balance o
Page 141 and 142:
(o) (p) (q) the balance of the Port
Page 143 and 144:
Any credit agreement intended to be
Page 145 and 146:
Arrears must be dealt with sympathe
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(p) (q) (r) (s) interest on the Not
Page 149 and 150:
Weighted Average Life of D Notes in
Page 151 and 152:
SUMMARY OF PROVISIONS RELATING TO T
Page 153 and 154:
TERMS AND CONDITIONS OF THE NOTES T
Page 155 and 156:
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
Page 161 and 162:
(xxi) (xxii) twenty-first, to pay a
Page 163 and 164:
E = the aggregate Principal Amount
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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
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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
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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
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(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
Page 215 and 216:
LIBOR in effect for the Interest Pe
Page 217 and 218:
(a) Final Redemption of the Subordi
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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
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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
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or other person to which it sells t
Page 251 and 252:
GENERAL INFORMATION 1. The issue of
Page 253 and 254:
GLOSSARY £ .......................
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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