ALBA 2007 â 1 plc - Irish Stock Exchange

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TABLE OF CONTENTS SUMMARY INFORMATION .................................................................................................1 RISK FACTORS .................................................................................................................. 17 CREDIT STRUCTURE ........................................................................................................ 41 THE ISSUER ...................................................................................................................... 66 USE OF PROCEEDS ........................................................................................................... 68 CAPITALISATION STATEMENT......................................................................................... 69 THE SELLER AND THE SPECIAL SERVICER ...................................................................... 70 THE SERVICER .................................................................................................................. 71 THE ORIGINATOR ............................................................................................................. 72 THE ACCOUNT BANK AND THE GIC PROVIDER ............................................................... 73 THE CAP PROVIDER AND THE LIQUIDITY FACILITY PROVIDER ..................................... 74 THE INTEREST RATE SWAP COUNTERPARTY AND THE CROSS CURRENCY SWAP COUNTERPARTY..................................................................................................... 75 THIRD PARTY INFORMATION .......................................................................................... 77 MORTGAGE POOL............................................................................................................. 78 CHARACTERISTICS OF THE PRELIMINARY COMPLETION MORTGAGE POOL ................. 91 TITLE TO THE MORTGAGE POOL ....................................................................................120 SALE OF THE MORTGAGE POOL .....................................................................................122 SERVICING AND SPECIAL SERVICING OF THE MORTGAGE POOL ..................................125 REGULATION OF THE UK RESIDENTIAL MORTGAGE MARKET......................................134 WEIGHTED AVERAGE LIVES OF THE NOTES ..................................................................138 SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM .....................143 SUMMARY OF PROVISIONS RELATING TO THE INSTRUMENTS IN GLOBAL FORM ........144 TERMS AND CONDITIONS OF THE NOTES.......................................................................145 TERMS AND CONDITIONS OF THE MERCs.......................................................................179 TERMS AND CONDITIONS OF THE SUBORDINATED NOTES............................................193 TERMS AND CONDITIONS OF THE R CERTIFICATES.......................................................219 UNITED KINGDOM TAXATION ........................................................................................237 EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME ..............................................239 SUBSCRIPTION AND SALE ...............................................................................................240 GENERAL INFORMATION ................................................................................................243 GLOSSARY.......................................................................................................................245
SUMMARY INFORMATION This summary must be read as an introduction to this Prospectus and any decision to invest in the Notes or the Instruments should be based on a consideration of the Prospectus as a whole. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area no civil liability will attach to the Responsible Persons in any such Member State solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. The information set out below is a summary of the principal features of the issue of the Notes and the Instruments. This summary should be read in conjunction with, and is qualified in its entirety by references to, the detailed information presented elsewhere in this Prospectus. Prospective investors should read the entirety of this Prospectus carefully, especially the risks of investing in the Notes and the Instruments discussed under "Risk Factors". The Issuer The Issuer is a public company with limited liability incorporated under the laws of England and Wales with registered number 5965813 and whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX. The Issuer's authorised share capital consists of 50,000 ordinary shares of £1 each. The issued share capital of the Issuer comprises 50,000 ordinary shares of £1 each, of which 49,999 are held by Holdings and one of which is held by the Share Trustee as nominee of Holdings under the terms of a declaration of trust. The entire share capital of Holdings is held by the Share Trustee under the terms of a share trust deed on trust for charitable institutions. The Issuer has been established to acquire the Mortgage Pool as described in "The Mortgage Pool" below. The Seller The Seller is a limited liability company incorporated under the Companies Act 1985 on 2 April 2004, company number 5092310. It was established as the regulated mortgage subsidiary of Oakwood Global Finance LP for the purpose of acquiring and potentially securitising residential mortgage assets in the United Kingdom. The Seller received full regulatory authorisation to conduct mortgage business from the FSA in January 2005 (FSA number 312920). As an affiliate member of the Council of Mortgage Lenders from October 2004, the Seller received confirmation of full member status in October 2005. The registered office of the Seller is 180 Brompton Road, London, SW3 1HQ. Prior to the Issue Date, the Seller purchased the legal and beneficial title to the Mortgage Loans in the Initial Mortgage Pool and will, on the Issue Date, sell the beneficial title to the Mortgage Loans in the Completion Mortgage Pool to the Issuer. The Seller will retain and hold the legal title to the Mortgage Loans in the Mortgage Pool.
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: In connection with the issue and di
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 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
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
Page 83 and 84:
THE INTEREST RATE SWAP COUNTERPARTY
Page 85 and 86:
THIRD PARTY INFORMATION The informa
Page 87 and 88:
insurance or endowment policy or ot
Page 89 and 90:
Approximately 49.74 per cent. by lo
Page 91 and 92:
• Investment properties (resident
Page 93 and 94:
• Reference from current landlord
Page 95 and 96:
• Properties under 10 years old w
Page 97 and 98:
(a) (b) CCJs/Defaults will only be
Page 99 and 100:
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
Page 123 and 124:
Distribution by Region Current Bala
Page 125 and 126:
20. Distribution by Stabilised Marg
Page 127 and 128:
27. Distribution of Early Redemptio
Page 129 and 130:
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
Page 135 and 136:
The Servicer is, under the Servicin
Page 137 and 138:
(m) (n) (o) (p) (q) (r) (s) (t) (u)
Page 139 and 140:
(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
Page 147 and 148:
(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
Page 157 and 158:
(g) (h) (i) (j) (k) (l) (m) (n) (o)
Page 159 and 160:
(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
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
Page 215 and 216:
LIBOR in effect for the Interest Pe
Page 217 and 218:
(a) Final Redemption of the Subordi
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