ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
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If the appointment of the Special Servicer is terminated under the Special Servicer Agreement, it would<br />
be necessary for the Issuer (with the consent of the Trustee) or the Trustee, to appoint a substitute<br />
special servicer with special servicing experience of residential property mortgage loans in the United<br />
Kingdom, provided that such appointment is on substantially the same terms as those set out in the<br />
Special Servicer Agreement and the then current ratings of the Notes are not adversely affected thereby.<br />
The ability of a substitute special servicer to fully perform the required services would depend on the<br />
information, software and records available at the time of the relevant appointment. Further, no<br />
assurance can be given that upon termination, the Issuer and the Trustee will be able to appoint a<br />
suitable substitute special servicer and the Trustee has no obligation to act as special servicer in such<br />
event.<br />
The Issuer is party to contracts with a number of other third parties who have agreed to perform<br />
services in relation to the Notes and the Instruments. In particular, but without limitation, the Liquidity<br />
Facility Provider has agreed to provide the Issuer with the Liquidity Facility pursuant to the Liquidity<br />
Facility Agreement and the GIC Provider under the Guaranteed Investment Contract, the Cash<br />
Manager, the Master Servicer and the Account Bank under the Cash Management, Master Servicing<br />
and Account Bank Agreement, the Paying Agents, the Agent Bank, the Registrar and the Transfer<br />
Agent under the Paying Agency Agreement, the Cap Provider under the Interest Rate Cap Agreement<br />
and the Swap Counterparties under the Swap Agreements have all agreed to provide services with<br />
respect to the Notes and the Instruments. If any of the above parties were to fail to perform their<br />
obligations under the respective agreements to which they are a party, Noteholders, none of whom<br />
individually have any right to consent to, or approve, any actions set forth in these aforementioned<br />
agreements (including the Servicing Agreement and the Special Servicer Agreement), may be adversely<br />
affected.<br />
Buildings Insurance Policy<br />
According to the GMAC-RFC Lending Criteria or its lending/underwriting policy, each Property<br />
should have been, at the time of the origination of the relevant Mortgage Loan, insured with an<br />
acceptable insurance company. However, in relation to each Property, such insurance policies were<br />
taken out by the relevant Borrowers and not under a block buildings insurance policy of the Seller. The<br />
Seller may therefore be unaware of any lapse in any such insurance policy and may only receive notice<br />
of the loss or damage to the relevant Property and may not have the ability to influence how any money<br />
received under the claim is spent. The Seller has therefore purchased block contingency insurance in<br />
relation to such Properties to mitigate this risk. See "Mortgage Pool – Insurance".<br />
Title of the Issuer<br />
Legal title to all of the Mortgage Loans and (subject to registration at the Land Registry) their related<br />
Mortgages are currently vested in the Seller.<br />
Legal title to the Mortgage Loans and their related Mortgages will only be transferred to the Issuer in<br />
the limited circumstances described under "Title to the Mortgage Pool". Prior to the Issuer obtaining<br />
legal title to the Mortgages, a bona fide purchaser from the Seller for value of any of such Mortgage<br />
Loans without notice of any of the interests of the Issuer or the Trustee might obtain a good title free of<br />
any such interest. However, the risk of third party claims obtaining priority to the interests of the<br />
Issuer or the Trustee in this way is likely to be limited to circumstances arising from a breach by the<br />
Seller of its contractual obligations or fraud, gross negligence or mistake on the part of the Seller or the<br />
Issuer or their respective personnel or agents. Further, the rights of the Issuer and the Trustee may be<br />
or become subject to the direct rights of the Borrowers against the Seller. Such rights may include the<br />
rights of set off which arise in relation to transactions made between certain Borrowers and the Seller