Pangaea Prospectus - Irish Stock Exchange

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Collateral Management Agreement. Ramp-Up Period: Purchase of Portfolio Collateral: The period from the Closing Date to and including the Effective Date. The Issuer will purchase a portfolio consisting of a diversified pool of Asset Backed Securities and Synthetic Securities referenced to Asset Backed Securities on, or prior to the Closing Date. The Issuer will purchase further Asset Backed Securities and Synthetic Securities during the Ramp-Up Period using amounts standing to the credit of the Unused Proceeds Account. Subject to the terms and conditions described in this document and the Collateral Management Agreement, the Issuer may also purchase Additional Portfolio Collateral and Substitute Portfolio Collateral during the Reinvestment Period. Following the Reinvestment Period, any Unscheduled Principal Proceeds may be reinvested in Additional Portfolio Collateral, subject to satisfaction of the Additional Reinvestment Criteria. It is intended that the Aggregate Principal Balance of Original Portfolio Collateral as at the end of the Ramp-Up Period will be €300,000,000. The Portfolio Collateral purchased by or on behalf of the Issuer will be required to satisfy the Eligibility Criteria and on the Effective Date, each of the Coverage Tests, the Additional Coverage Test, the Portfolio Profile Tests and the Collateral Quality Tests. The Portfolio Collateral purchased by or on behalf of the Issuer during the Reinvestment Period will be required to satisfy the Eligibility Criteria and may only be purchased if the Reinvestment Criteria are complied with. These tests are required to be satisfied (or, in certain cases, maintained or improved) on Measurement Dates or Payment Dates after the Effective Date, to the extent applicable, as otherwise described herein. Management of Portfolio Collateral: The Collateral Manager will acquire the Portfolio Collateral (including all Additional Portfolio Collateral and Substitute Portfolio Collateral) on behalf of the Issuer and will monitor the performance and credit quality of the Portfolio Collateral on an ongoing basis. Sale of Portfolio Collateral: Subject to the terms of the Collateral Management Agreement, the Collateral Manager, acting on behalf of the Issuer, may (i) sell any Portfolio Collateral held by or on behalf of the Issuer which is Defaulted Portfolio Collateral or Credit Risk Portfolio Collateral or Appreciated Portfolio Collateral and (ii) provided that the Coverage Tests are satisfied or maintained or improved as required by the Reinvestment Criteria as at the immediately preceding Measurement Date, sell Portfolio Collateral held by or on behalf of the Issuer, in addition to that referred to in (i) above, provided that all such sales in any calendar year do not exceed 20 per cent. of the Aggregate Principal Balance of the Portfolio Collateral during such calendar year, subject in each case to certain restrictions set out in the Collateral Management Agreement. See “Description of the Portfolio”. Treatment of Sale Proceeds: The proceeds of any sale of Portfolio Collateral in the circumstances provided above will be applied by the Collateral Manager acting on behalf of the Issuer: (a) (b) during the Reinvestment Period, in the acquisition of Substitute Portfolio Collateral, subject to compliance with the Eligibility Criteria, the Reinvestment Criteria and certain other conditions; and following expiry of the Reinvestment Period, towards the redemption of each Class of Notes in accordance with Priorities of 17
Payment, subject to payment of all prior ranking amounts. Controlling Class: Collateral Management: Termination of the Appointment of the Collateral Manager: The Controlling Class will be the Class A Noteholders; or, following redemption and payment in full of the Class A Notes, the Class B Noteholders; or, following redemption and payment in full of the Class B Notes, the Class C Noteholders; or, following redemption and payment in full of the Class C Notes, the Class D Noteholders; or, following redemption and payment in full of the Class D Notes, the Class E Noteholders; or, following redemption and payment in full of the Class E Notes, the Class F Noteholders; or, following redemption and payment in full of the Class F Notes, the Subordinated Noteholders; and, in each case, the Class S1 Combination Notes to the extent they include any Component representing such Class of Notes. The Collateral Manager will receive certain fees for its management functions with respect to the Portfolio Collateral including, on each Payment Date, a collateral management fee (the “Collateral Management Fee”) calculated at a rate equal to 0.10 per cent. per annum of the Average Collateral Balance on the basis of a 360 day year and the actual number of days elapsed in the related Interest Accrual Period plus any applicable value added tax payable thereon, subject always to the Priorities of Payment. After the date falling 18 months from the Closing Date, the Collateral Manager may be removed, without cause, subject to the appointment of a successor collateral manager as described below, upon 90 days’ prior written notice by the Issuer and the Trustee, either subject to the consent of, or acting upon the direction of the holders of each Class of Notes, acting independently as a Class of Noteholders, by way of Extraordinary Resolution, excluding those Notes which the Trustee and/or the Collateral Administrator is aware are held by the Collateral Manager or any of its Affiliates. In circumstances where the Collateral Manager is removed “without cause” then, for as long as Investec Principal Finance, a business unit division of Investec Bank (UK) Ltd or one of its Affiliates is the Collateral Manager, the Collateral Manager shall be entitled to the Collateral Manager Termination Amount. See “Description of the Collateral Management Agreement”. The Collateral Manager may be removed, subject to the appointment of a successor collateral manager as described below, for “cause” (as defined in the Collateral Management Agreement) upon 10 days’ prior written notice by the Issuer subject to the consent of or acting upon the direction of the holders of the Controlling Class by way of Ordinary Resolution, excluding those Notes which the Trustee and/or the Collateral Administrator is aware are held by the Collateral Manager or any of its Affiliates) in the circumstances described in the Collateral Management Agreement. See “Description of the Collateral Management Agreement”. The Collateral Manager may resign upon 90 days’ prior written notice to the Issuer and the Trustee. No termination or resignation shall be effective unless a successor has agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to the Collateral Management Agreement and the Trustee has approved in writing such successor (subject as provided in “Description of the Collateral Management Agreement” below). The Issuer will cause notice of any resignation or removal of the Collateral Manager and the appointment of any successor to be given in accordance with Condition 16 (Notices). 18
Page 1 and 2: PANGAEA ABS 2007-1 B.V. (a private
Page 3 and 4: AND MARKETS ACT 2000 (FINANCIAL PRO
Page 5 and 6: TABLE OF CONTENTS Page SUMMARY OF T
Page 7 and 8: Collateral Manager: Collateral Admi
Page 9 and 10: interests in the Permanent Global N
Page 11 and 12: enforceable. Following redemption i
Page 13 and 14: (e) (f) (g) after the Effective Dat
Page 15 and 16: Expense Reimbursement Account (incl
Page 17 and 18: Dutch Account and the Issuer’s ri
Page 19 and 20: the Aggregate Principal Amount of a
Page 21: and the Class D Notes; • payments
Page 25 and 26: RISK FACTORS An investment in the N
Page 27 and 28: have been redeemed and repaid in fu
Page 29 and 30: following redemption in full thereo
Page 31 and 32: Following the occurrence of an Even
Page 33 and 34: and the financial condition of the
Page 35 and 36: Generally, upon the occurrence of c
Page 37 and 38: equired by the Collateral Managemen
Page 39 and 40: 4.1 Conflicts of Interest Involving
Page 41 and 42: CONDITIONS OF THE NOTES The followi
Page 43 and 44: (b) (c) (d) (e) (f) (g) (h) (i) the
Page 45 and 46: “Average Collateral Balance” me
Page 47 and 48: “Class S1/D Component” means, i
Page 49 and 50: (a) (b) (c) as to which pursuant to
Page 51 and 52: “Eligible Investments” means: (
Page 53 and 54: “Interest Collection Account” m
Page 55 and 56: (iv) (v) the bid-side market value
Page 57 and 58: Payment Date out of certain of the
Page 59 and 60: “Redemption Notice” means a red
Page 61 and 62: interim payments in the nature of p
Page 63 and 64: schedule relating thereto) and, in
Page 65 and 66: For the purposes of subordination a
Page 67 and 68: ata the Class C Notes and, after th
Page 69 and 70: (I) (J) (K) (L) (M) (N) (O) (P) aft
Page 71 and 72: The Custody Account shall be establ
Page 73 and 74:
(3) at any time, any Asset Swap Iss
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Required Portfolio Collateral Balan
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Annual Portfolio Collateral which i
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(viii) a floating charge over the w
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(e) Exercise of Rights in Respect o
Page 83 and 84:
(xii) (xiii) otherwise than as cont
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(d) Payment of Deferred Interest Cl
Page 87 and 88:
determine the Floating Rate of Inte
Page 89 and 90:
in each case at the request in writ
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(iv) Class F Coverage Test If the C
Page 93 and 94:
paid in full, on the Class F Notes
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Payment Date on which any payments
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(ii) Upon any such notice being giv
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(v) (vi) (vii) (viii) (ix) (x) (xi)
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Noteholders of a Class may be conve
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For the purposes of this Condition
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USE OF PROCEEDS The net proceeds fr
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holders with entitlements to each G
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Payments by participants to owners
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analysis of the strength of the por
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DESCRIPTION OF THE ISSUER 1. Genera
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DESCRIPTION OF THE COLLATERAL MANAG
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David Beadle joined Investec in May
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DESCRIPTION OF THE PORTFOLIO Capita
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Rating Agencies to such items of Po
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Cash Flow Residential Mortgages - p
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Any amounts received upon liquidati
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(e) Fitch Weighted Average Recovery
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will be determined by reference to
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S&P Recovery Rates* Asset Class Lia
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(j) Bivariate Risk Test The “Biva
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(xxiv) (xxv) (xxvi) the Aggregate P
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5.5 Discretionary Sales During the
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price above par and provided that t
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“Tax/Government Receivable Securi
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Notice of Resignation or Removal: T
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(b) (c) (d) violation by the Collat
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Interest Proceeds that are availabl
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Agreement”, “Misrepresentation
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(b) the amount of interest accrued
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TAX CONSIDERATIONS General Purchase
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PLAN OF DISTRIBUTION The Manager, p
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TRANSFER RESTRICTIONS Because of th
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7 Documents Available for Inspectio
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Class B Floating Rate of Interest..
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Fitch Weighted Average Recovery Rat
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Record Date........................
Page 167:
REGISTERED OFFICE OF THE ISSUER PAN
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Pangaea Prospectus - Irish Stock Exchange

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