Madrid Rmbs Iii Fondo de Titulización de Activos

MADRID RMBS III
Fondo de Titulización de Activos

REGISTRATION DOCUMENT AND SECURITIES NOTE
SECURITISATION BONDS
EUR 3,000,000,000
S&P Fitch Moody’s
Series A1 EUR 658,000,000 Aaa Aaa Aaa
Series A2 EUR 1,575,000,000 AAA AAA Aaa
Series A3 EUR 497,000,000 AAA AAA Aaa
Class B EUR 55,500,000 AA AA Aa2
Class C EUR 90,000,000 A A A2
Class D EUR 72,000,000 BBB BBB Baa2
Class E EUR 52,500,000 BB BB Ba3
backed by Mortgage Transfer Certificates
issued by
CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID
Financial Agent
CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID
Arranger
Underwriting and Placement Agents
Securitisation Fund promoted and serviced by
Prospectus approved and filed with the CNMV on 10 July 2007
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CONTENTS
RISK FACTORS ......................................................................................................................... 9
1. RISKS DERIVING FROM THE LEGAL STATUS AND BUSINESS OF THE
ISSUER 9
1.1. Nature of the Fund and obligations of the Sociedad Gestora ........................................ 9
1.2. Mandatory substitution of the Sociedad Gestora ........................................................... 9
1.3. Insolvency of the Sociedad Gestora, of the Seller and of other entities........................ 9
1.4. Restricted actions against the Sociedad Gestora.......................................................... 10
1.5. Information sourced from third parties ........................................................................ 10
2. RISK DERIVED FROM THE BONDS ........................................................................... 11
2.1. Liquidity ........................................................................................................................ 11
2.2. Yield of the Bonds ........................................................................................................ 11
2.3. Term of the Bonds ........................................................................................................ 11
2.4. Default interest.............................................................................................................. 11
3. RISKS DERIVED FROM THE ASSETS BACKING THE ISSUE ................................ 11
3.1. Risk of default on the Mortgage Loans........................................................................ 11
3.2. Limited protection ........................................................................................................ 12
3.3. Risk of early redemption of the Mortgage Loans ........................................................ 12
REGISTRATION DOCUMENT FOR MORTGAGE-BACKED BONDS
(ANNEX VII OF COMMISSION REGULATION 809/2004) .............................................. 13
1. PERSONS RESPONSIBLE.............................................................................................. 13
1.1. Persons responsible for the information given in the Registration Document ........... 13
1.2. Declarations by the persons responsible for the information contained in the
Registration Document ................................................................................................. 13
2. STATUTORY AUDITORS.............................................................................................. 13
2.1. Fund Auditors ............................................................................................................... 13
2.2. Accounting principles used by the Fund ...................................................................... 14
3. FUND RISK FACTORS ASSOCIATED WITH THE ISSUER ...................................... 14
4. INFORMATION ABOUT THE ISSUER ........................................................................ 14
4.1. Statement that the Issuer has been incorporated as a securitisation fund.................... 14
4.2. Legal and commercial name of the Issuer ................................................................... 14
4.3. Place of registration of the Fund and registration number .......................................... 14
4.4. Date of Incorporation and length of life of the Fund ................................................... 15
4.4.1 Date of Incorporation of the Fund ........................................................................ 15
4.4.2 Length of life of the Fund .................................................................................... 15
4.4.3 Early liquidation and extinction of the Fund........................................................ 15
4.5. Domicile and legal form of the issuer, the legislation applicable to the issuer........... 18
4.5.1 Fund tax system ................................................................................................... 18
4.6. Description of the Issuer’s authorised and issued capital and the amount of any
capital agreed to be issued, the number and classes of the Bonds it comprises ......... 20
5. BUSINESS OVERVIEW ................................................................................................. 20
5.1. Brief description of the Issuer’s main activities .......................................................... 20
5.2. General description of the parties to the securitisation transaction ............................. 21
6. ADMINISTRATION, MANAGEMENT AND SUPERVISORY BODIES .................... 24
6.1. Management, administration and representation of the Issuer .................................... 24
6.2. Audit of the financial statements of the Sociedad Gestora.......................................... 24
6.3. Main activities .............................................................................................................. 24
6.4. Existence or non-existence of holdings in other companies ....................................... 25
6.5. Entities from which the Sociedad Gestora has borrowed more than 10% .................. 25
6.6. Litigation of the Sociedad Gestora ............................................................................... 25
6.7. Administration, management and supervisory bodies................................................. 25
6.8. Funds Managed............................................................................................................. 28
6.9. Share Capital and Equity .............................................................................................. 29
6.10. Principal transactions with related parties and conflicts of interest ............................ 29
7. MAJOR SHAREHOLDERS ............................................................................................ 29
8. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND
LIABILITIES, FINANCIAL SITUATION, AND PROFITS AND LOSSES. ................ 30
8.1. Declaration on commencement of operations and financial statements of issuer
prior to the date of the Registration Document............................................................ 30
8.2. Historical financial information ................................................................................... 30
8.3. Legal and arbitration proceedings ................................................................................ 30
8.4. Material adverse change in the Fund’s financial situation .......................................... 30
9. THIRD PARTY INFORMATION AND STATEMENTS BY EXPERTS AND
DECLARATIONS OF ANY INTEREST ........................................................................ 31
9.1. Statements or reports attributed to a person as an expert ............................................ 31
9.2. Information from third parties ...................................................................................... 31
10. DOCUMENTS ON DISPLAY ......................................................................................... 31
SECURITIES NOTE ................................................................................................................ 32
(ANNEX XIII TO REGULATIONS 809/2004) ...................................................................... 32
1. PERSONS RESPONSIBLE.............................................................................................. 32
1.1. Persons responsible for the information contained in the Securities Note.................. 32
Securities Note .............................................................................................................. 32
2. RISK FACTORS WITH RESPECT TO THE BONDS ................................................... 32
3. KEY INFORMATION ..................................................................................................... 32
3.1. Interest of natural and legal persons involved in the issue .......................................... 32
3.2. Description of any interest, including conflicting interests, that is important for
the issue, detailing persons involved and the nature of their interests ........................ 33
4. INFORMATION CONCERNING THE BONDS TO BE OFFERED AND
ADMITTED TO TRADING ............................................................................................ 33
4.1. Total amount of the Bonds ........................................................................................... 33
4.2. Description of the type and class of the Bonds ............................................................ 33
4.2.1 Type and class of the Bonds................................................................................. 33
4.2.2 Underwriting and placement of the Bonds........................................................... 35
4.2.3 Arranger ............................................................................................................... 36
4.3. Legislation under which the Bonds have been created................................................ 36
4.4. Indication of whether the Bonds are in registered or bearer form and whether they
are in certificated or book-entry form .......................................................................... 37
4.5. Currency of the issue .................................................................................................... 37
4.6. Ranking of the Bonds according to the subordination rules........................................ 37
4.6.1 Simple mention of the ranking of the interest payments of the Bonds of each
Class in the Fund order of payments .................................................................... 37
4.6.2 Simple mention of the ranking of the principal payments of the Bonds of each
Class in the Fund order of payments .................................................................... 38
4.7. Description of the rights attached to the Bonds ........................................................... 38
4.8. The nominal interest rate and provisions relating to interest payable ......................... 38
4.8.1 Interest payment and principal reimbursement dates ........................................... 42
4.8.2 Calculation Agent ................................................................................................ 43
4.9. Bond maturity and redemption dates ........................................................................... 43
4.9.1 Redemption price ................................................................................................. 43
4.9.2 Redemption Date.................................................................................................. 43
4.9.3 Ordinary rules regarding redemption of the Class A, B, C, D and E Bonds ....... 43
4.9.4 Extraordinary rules for pro rata redemption of the Class A, B, C, D and E
Bonds ................................................................................................................... 44
4.9.5 Collection Dates, Collection Periods and Notification Dates .............................. 46
4.9.6 Early Redemption of the Bonds ........................................................................... 47
4.10. Indication of the yield ................................................................................................... 47
4.11. Representation of the Bondholders .............................................................................. 59
4.12. Resolutions, authorisations, and approvals for the Bond issue ................................... 59
4.12.1 Corporate resolutions ........................................................................................... 59
4.12.2 Registration by the CNMV .................................................................................. 59
4.12.3 Granting of the Public Deed of Incorporation for the Fund ................................. 59
4.13. Bond issue date ............................................................................................................. 60
4.14. Restrictions on the free transferability of the Bonds ................................................... 60
5. ADMISSION TO TRADING AND DEALING ARRANGEMENTS ............................. 60
5.1. Market where the Bonds will be traded ....................................................................... 60
5.2. Financial Agent and Depository Agent........................................................................ 61
6. EXPENSE OF THE ADMISSION TO TRADING .......................................................... 63
7. ADDITIONAL INFORMATION ..................................................................................... 64
7.1. Statement of the capacity in which the advisors involved in the issue that are
mentioned in the Securities Note have acted ............................................................... 64
7.2. Other information in the Securities Note that has been audited or reviewed by the
auditors .......................................................................................................................... 64
7.3. Statements or reports attributed to a person as an expert ............................................ 64
7.4. Information sourced from third parties ........................................................................ 64
7.5. Credit ratings assigned by the Rating Agencies .......................................................... 64
ADDITIONAL BUILDING BLOCK TO THE SECURITIES NOTE (ANNEX
VIII TO REGULATIONS 809/2004)....................................................................................... 67
11. BONDS 67
1.1. Minimum amount of the issue...................................................................................... 67
1.2. Confirmation that the information relating to an undertaking or obligor which is
not involved in the issue has been accurately reproduced ........................................... 67
2. UNDERLYING ASSETS ................................................................................................. 67
2.1. Confirmation that the securitised assets have the capacity to produce the funds
payable on the Bonds.................................................................................................... 67
2.2. Assets backing the issue ............................................................................................... 68
2.2.1 Legal jurisdiction by which the pool of assets is governed.................................. 69
2.2.2 General characteristics of the Mortgagors ........................................................... 69
2.2.3 Legal nature of the assets ..................................................................................... 79
2.2.4 Dates in relation to the assets ............................................................................... 79
2.2.5 Amount of the assets ............................................................................................ 79
2.2.6 Level of overcollateralization .............................................................................. 79
2.2.7 Asset creation method .......................................................................................... 79
2.2.8 Indication of declarations and warranties given to the issuer relating to the
assets .................................................................................................................... 83
2.2.9 Substitution of the securitised assets .................................................................... 87
2.2.10 Insurance policies in relation to the Mortgage Loans .......................................... 89
2.2.11 Information on the debtors where the securitised assets include obligations of
five or fewer debtors which are legal persons, or if a single debtor accounts for
more than 20% of the assets, or where a single debtor accounts for a material
portion of the assets.............................................................................................. 89
2.2.12 Details of the relationship, if it is material to the issue, between the Issuer,
guarantor and obligor ........................................................................................... 89
2.2.13 Where the assets comprise fixed income assets, description of the principal
terms and conditions ............................................................................................ 89
2.2.14 Where the assets include equity securities, description of the principal terms
and conditions ...................................................................................................... 89
2.2.15 Where more than 10% of the securitised assets comprise equity securities that
are not traded on a regulated or equivalent market, a description of the
principal terms and conditions ............................................................................. 89
2.2.16 A valuation report setting out the valuation of the property and the cash flow /
income streams if an important part of the assets is backed ................................ 89
2.3. Actively managed pool of assets backing the issue ..................................................... 90
2.4. Where the Issuer proposes to issue further securities backed by the same assets, a
statement to that effect and description of how the holders of that class will be
informed ........................................................................................................................ 90
3. STRUCTURE AND CASH FLOW.................................................................................. 90
3.1. Description of the structure of the transaction ............................................................. 90
3.2. Description of the entities participating in the issue and description of the duties
to be performed by them .............................................................................................. 92
3.3. Description of the method and date of the sale, transfer, novation, assignment of
the assets, or of any right and/or obligation in the assets to the Fund ......................... 92
3.3.1 General terms for the issue and subscription of the Certificates .......................... 92
3.3.2 Certificate issue price ........................................................................................... 93
3.3.3 Description of the rights conferred upon the Fund for the subscription of the
Mortgage Loan Certificates.................................................................................. 94
3.3.4 Representation and deposit of the Certificates ..................................................... 94
3.3.5 Other legal system requirements for the Certificates ........................................... 95
3.3.6 Notification of the Mortgagors............................................................................. 95
3.4. Explanation of the Flow of Funds ................................................................................ 96
3.4.1 How the cash flow from the assets will meet the Issuer’s obligations to the
Bondholders ......................................................................................................... 96
3.4.2 Information on any credit enhancements ............................................................. 96
3.4.3 Details of any subordinated debt financing .......................................................... 98
3.4.4 Parameters for the investment of temporary liquidity surpluses and a
description of the parties responsible for such investment ................................ 102
3.4.5 How payments are collected in respect of the assets ......................................... 103
3.4.6 Order of priority of payments made by the issuer .............................................. 103
3.4.7 Other arrangements upon which payments of interest and principal to
investors are dependent ...................................................................................... 110
3.5. Name, address and significant business activities of originators of the securitised
assets ........................................................................................................................... 125
3.6. Return and/or repayment of the securities with others that are not assets of the
Issuer ........................................................................................................................... 126
3.7. Servicer, calculation agent or equivalent ................................................................... 126
3.7.1 Servicing and custody of the Mortgage Loans and deposit of the Certificates .. 127
3.7.2 Description of the duties and responsibilities undertaken by the Sociedad
Gestora regarding the management and legal representation of the Fund and
Bondholders ....................................................................................................... 134
3.8. Name, address and brief description of any swap, credit, liquidity or account
transaction counterparty ............................................................................................. 137
4. POST-ISSUANCE INFORMATION ............................................................................. 137
4.1. Indication of whether or not it intends to provide post-issuance transaction
information regarding Bonds to be admitted to trading and the performance of the
underlying collateral. Where the Issuer has indicated that it intends to report such
information, specification of what information will be reported, where such
information can be obtained and the frequency with which such information will
be reported .................................................................................................................. 137
4.1.1 Issue, verification and approval of annual accounts and other accounting
documentation of the Fund................................................................................. 138
4.1.2 Obligations and periods envisaged for making periodic information on the
financial and economic situation of the Fund available to the public and the
CNMV................................................................................................................ 138
4.1.3 Other ordinary and extraordinary disclosure obligations and material
disclosure requirements...................................................................................... 139
GLOSSARY OF TERMS ....................................................................................................... 142
This document constitutes a prospectus (the “Prospectus”) filed with the CNMV (Comisión
Nacional del Mercado de Valores - Spanish Securities and Exchange Commission), in
accordance with the provisions of Regulation (EC) Nº. 809/2004 dated 29 April 2004
(“Regulation 809/2004”), and comprises:
a) a description of the main risk factors associated with the issuer, with the Bonds and with
the assets backing the issue (“Risk Factors”);
b) a registration document, set out in accordance with Annex VII of Regulation 809/2004
(the “Registration Document”);
c) a Securities Note, set out in accordance with Annex XIII of Regulation 809/2004 (the
“Securities Note”);
d) an additional building block to the Securities Note, set out in accordance with Annex
VIII of Regulation 809/2004 (the “Additional Building Block”); and
e) a glossary of terms (the “Glossary of Terms”).

RISK FACTORS
1. RISKS DERIVING FROM THE LEGAL STATUS AND BUSINESS OF THE
ISSUER
1.1. Nature of the Fund and obligations of the Sociedad Gestora
The Fund will constitute a closed, separate fund devoid of legal status that, pursuant to
Royal Decree 926/1998, will be serviced by a securitization fund management company
(hereinafter "Sociedad Gestora"). The Fund will only be liable for its obligations vis-à-vis
its creditors with its assets.
The Sociedad Gestora will perform in the future for the Fund those duties attributed to it
in Royal Decree 926/1998, inter alia, safeguarding the interests of the Bondholders as the
manager of third party funds, without there being any syndicate of Bondholders.
Therefore the capacity to defend the Bondholders' interests depends on the means and
resources of the Sociedad Gestora.
1.2. Mandatory substitution of the Sociedad Gestora
In accordance with article 19 of Royal Decree 926/1998, if the Sociedad Gestora is

declared insolvent, without prejudice to the effects of such insolvency as described
below, or if its authorisation is withdrawn, it will find another sociedad gestora to
substitute it. Whenever in the circumstances envisaged four (4) months have elapsed
since the event requiring the substitution occurs and a new sociedad gestora that is
prepared to take over the management has not been found, or the CNMV consider that the
proposal is not suitable, the Fund will be liquidated early and the Bonds will be
redeemed, in accordance with the provisions of this Prospectus.
1.3. Insolvency of the Sociedad Gestora, of the Seller and of other entities
The insolvency of any of the parties involved (whether it be CAJA MADRID, the
Sociedad Gestora or any other counterparty entity of the Fund) could affect their
contractual relations with the Fund as provided in the Ley Concursal 22/2003 of 9 July
(Spanish Insolvency Act or the “Ley Concursal”).
In this respect, if the Sociedad Gestora is declared bankrupt, it must be substituted by

another Sociedad Gestora in accordance with the provisions of the previous section of this
Prospectus and of articles 18 and 19 of Royal Decree 926/1998.
Notwithstanding the foregoing, in the event of the insolvency of the Sociedad Gestora,
any assets of the Fund that are in the possession of the Sociedad Gestora and with respect
whereto the latter has no right of use, surety or retention -except for money due to its
fungible nature- and that form part of the latter's assets will be construed as belonging to
the Fund, and the receivers in bankruptcy must deliver them when requested to do so by
the Sociedad Gestora (or the sociedad gestora that replaces it) on behalf of the Fund. Due
to the nature of the asset securitisation operation in question, and except in the event of a
breach by the parties, no cash amounts will become part of the assets of the Sociedad
Gestora because the amounts that constitute the revenues of the Fund must be deposited,
9
in the terms set forth in the Prospectus, in the accounts opened at different financial
institutions on behalf of the Fund by the Sociedad Gestora (which will be involved in
opening such accounts not only as the agent of the Fund, but as its legal representative.
Therefore the Fund would be entitled to absolute separation in this respect, in the terms
set forth in articles 80 and 81 of the Ley Concursal).
In the event of the insolvency of CAJA MADRID, the issue and subscription of the
Certificates may be returned only if an action for such return is pursued in which fraud is
demonstrated to have existed in that issue and sale in accordance with the provisions of
the paragraph 4 of the Fifth Additional Provision of Ley 3/1994 of 14 April, adapting
Spanish legislation regarding credit institutions to the Second Banking Coordination
Directive and introducing other modifications to the financial system (“Ley 3/1994”), and
Section 15 of Ley 2/1981, of 25 March (the Mortgage Market Act or the “Ley del
Mercado Hipotecario”).
In the event that CAJA MADRID is declared insolvent under the Ley Concursal, the
Fund, acting through the Sociedad Gestora, will be entitled to separation with respect to
the Multiple Certificate in the terms set forth in articles 80 and 81 of the Ley Concursal.
Furthermore the Fund, acting through its Sociedad Gestora, will be entitled to secure from
CAJA MADRID the amounts derived from the Certificates, because such amounts will be
construed as the property of the Fund and, therefore, must be transferred to the Sociedad
Gestora on behalf of the Fund. Nevertheless, it might not be possible to exercise such
separation right with respect to (i) the funds handled by CAJA MADRID, for the account
of the Fund, in exercising its duty of managing the collection of the Mortgage Loans and
(ii) the money on deposit in the Fund Account opened by CAJA MADRID, in both cases
as at the date the insolvency was declared, due to the fungible nature of money and the
consequent confusion of assets. The mechanisms available for mitigating such risk are
described in sections 3.4.4.1 (Treasury Account), 3.4.5 (How payments are collected in
respect of the assets) and 3.7.1 (Servicing and custody of the Mortgage Loans and deposit
of the Certificates) of the Additional Building Block.
1.4. Restricted actions against the Sociedad Gestora
The Bondholders and remaining ordinary creditors of the Fund will have no recourse
against the Sociedad Gestora, other than from non-performance of its duties or non-
compliance with the provisions of the Deed of Incorporation and this Prospectus.
1.5. Information sourced from third parties
The Sociedad Gestora, acting for and on behalf of the Fund, will enter into contracts with
third parties for the provision of services regarding the Bonds and will enter into contracts
in order to consolidate the financial structure of the Fund. These include the Certificate
servicing service set forth in the Deed of Incorporation, the Accrued Interest Loan
Agreement, the Subordinated Loan Agreement, the Participative Loan Agreement, the
Interest Swap Agreement, the Option Agreements, the Financial Services Contract and
the Placement Management, Subscription and Underwriting Contract.
The Bondholders' interests could be impaired if any of the aforementioned parties

breaches the obligations acquired under any of the aforementioned contracts or
agreements.
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2. RISK DERIVED FROM THE BONDS
2.1. Liquidity
There is no guarantee that a minimum volume or frequency of Bond transactions will be

forthcoming in the market.
There is no commitment that any entity will intervene in the secondary market, providing
liquidity to the Bonds by offering itself as counterparty.
Furthermore, under no circumstances will the Fund be able to repurchase the Bonds from
their holders, although the Bonds can be redeemed early in full in the case of early
liquidation, under the terms established in section 4.4.3 of the Registration Document.
2.2. Yield of the Bonds
The calculation of the internal rate of return (“IRR”) for each Bondholder that is
stipulated in section 4.10. of the Securities Note, is subject, inter alia, to future market
interest rates, given the floating nature of the Nominal Interest Rate of each Series, and to
early redemption and default rate hypotheses that might not be fulfilled.
2.3. Term of the Bonds
The calculation of the average life and the term of the Bonds mentioned in section 4.10.
of the Securities Note is subject, inter alia, to Mortgage Loan early redemption and
default rate hypotheses that might not be fulfilled. Fulfilment of the early redemption rate
is influenced by a variety of demographic, economic and social factors, such as
seasonality, market interest rates, the employment and financial situation of the
Mortgagors and the general state of the economy, that make this unpredictable.
2.4. Default interest
Under no circumstances will the delay of the payment of interest or repayment of

principal to the Bondholders give rise to accrual of default interest in their favour.
3. RISKS DERIVED FROM THE ASSETS BACKING THE ISSUE
3.1. Risk of default on the Mortgage Loans
The Bondholders will bear the risk of default on the Mortgage Loans pooled in the Fund
through the issue of the Certificates, always taking into account the protection offered by
the credit enhancement mechanisms referred to in section 3.4.2 of the Additional
Building Block.
CAJA MADRID, in its capacity as Seller and in accordance with article 348 of the
Commercial Code, will only be held liable vis-à-vis the Fund for the existence and
legitimacy of the Mortgage Loans and the Certificates, in the terms and conditions
declared in the Deed of Incorporation and that are set forth in this Prospectus, as well as
for the legal status with which it carries out the sale. However, it will not assume any
liability for the non-payment by the Mortgagors, be it of the principal, of the interest or
11
any other amount they may owe by virtue of the Mortgage Loans, or for the solvency of
the latter. Likewise, it will not be held liable, in any form whatsoever, for directly or
indirectly guaranteeing the successful conclusion of this transaction, nor will it grant
collateral or bank guarantees, nor will it enter into agreements to repurchase the
Certificates, whether pursuant to the Deed of Incorporation, or to this Prospectus, or to
any other agreement or contract. All of this, without prejudice to CAJA MADRID being
held liable for the replacement of the Certificates that do not conform to the
representations set forth in section 2.2.8 of the Additional Building Block, regarding the
commitments given in sections 2.2.9 and 3.7.1 of the Additional Building Block.
The Bonds do not represent or constitute an obligation of CAJA MADRID or of the

Sociedad Gestora. No other guarantees have been granted by any public or private
entities, including CAJA MADRID, the Sociedad Gestora, and any other firm affiliated
with or invested in by any of the above.
3.2. Limited protection
An investment in the Bonds may be affected, inter alia, by a worsening of the general
economic conditions that have a negative effect on the payments of the Mortgage Loans
that back the issue of the Bonds by the Fund. In the event that the level of default
becomes high, the limited protection against Mortgage Loan portfolio loss afforded to the
Bonds as a result of the existence of the credit enhancement transactions described under
section 3.4.2 of the Additional Building Block.
3.3. Risk of early redemption of the Mortgage Loans
The Certificates may be prepaid when the Mortgagors prepay the outstanding principal of
the Mortgage Loans, in the terms set forth in each Mortgage Loan deed, or in the event of
CAJA MADRID being subrogated in the corresponding Mortgage Loans by another
financial institution duly authorised for such purpose, subject to Act 2/1994, of 30 March,
on the subrogation and amendment of mortgages loans, in its current wording, or for any
other reason having the same effect.
The risk of such early redemption will be transferred on each Payment Date to the
Bondholders in accordance with the repayment rules set forth in section 4.9 of the
Securities Note. Consequently, there may be changes in the repayment of the Bonds with
respect to the amounts initially scheduled for each Payment Date.
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REGISTRATION DOCUMENT FOR MORTGAGE-BACKED
BONDS (ANNEX VII OF COMMISSION REGULATION 809/2004)
1. PERSONS RESPONSIBLE
1.1. Persons responsible for the information given in the Registration Document
Mr. Ramón Pérez Hernández, acting in his capacity as General Director of

TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A. (the “Sociedad Gestora”), by virtue of
power of attorney of 18 April 2002 granted before the Notary Public of Madrid Mr.
Manuel Richi Alberti under number 737 of his Official Record and especially for the
incorporation of the asset securitisation fund MADRID RMBS III, FONDO DE
TITULIZACIÓN DE ACTIVOS (the “Fund” or the “Issuer”) by virtue of the resolutions
adopted by the Board of Directors of the Sociedad Gestora at the meeting held on 19
April 2007, and for and on behalf of the Sociedad Gestora, with registered office at calle
Orense 69, Madrid (Spain).
Registration Document
Mr. Ramón Pérez Hernández, on behalf of the Sociedad Gestora, declares that, having
taken all reasonable care to ensure that such is the case, the information contained in this
Registration Document is, to his knowledge, consistent with the facts and contains no
omission likely to affect its contents.
2. STATUTORY AUDITORS
2.1. Fund Auditors
Pursuant to the provisions of section 4.4.2 of this Registration Document, the Fund lacks
any historical financial information.
Throughout the duration of the transaction, the Fund Accounts will be subject to
verification and annual review by the auditors. The accounts of the Fund and the audit
report will be filed at the Mercantile Registry and with the Spanish Securities and
Exchange Commission (the “CNMV”).
At the Board meeting held on 19 April 2007, the Board of Directors of the Sociedad
Gestora designated KPMG Auditores, S.L. (“KPMG” or the “Auditors”), registered with
the Official List of Registered Auditors (“R.O.A.C.”) under number S0702 and with
registered office at Nº 95, Paseo de la Castellana in Madrid (Spain), and with Tax
Identification Number (C.I.F.) B-78510153, as the statutory auditors of the Fund.
The appointment of KPMG as the Auditors has been made without specifying the number
of accounting periods for which they have been appointed. If subsequently the Sociedad
Gestora adopts a resolution to appoint new statutory auditors of renowned prestige, notice
would be given to the CNMV, the Rating Agencies and the Bondholders, pursuant to the
provisions of section 4.1.3 of the Additional Building Block.
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2.2. Accounting principles used by the Fund
The Fund will report income and expense in accordance with the accrual principle, that is,
on the basis of the actual flows represented by those revenues and expenses, regardless of
when they are collected and paid.
The accounting periods of the Fund will start on 1 January and end on 31 December each
year, except for the first accounting period, which will start on the Date of Incorporation
and will end on 31 December 2007, and the last accounting period, which will end on the
date of the extinction of the Fund.
The net profit for each year must be zero.
3. FUND RISK FACTORS ASSOCIATED WITH THE ISSUER
The Fund risk factors are detailed in section 1 of Risk Factors.
4. INFORMATION ABOUT THE ISSUER
4.1. Statement that the Issuer has been incorporated as a securitisation fund
The Issuer will be an Asset Securitisation Fund that will be incorporated in accordance
with Spanish legislation.
4.2. Legal and commercial name of the Issuer
The name of the Issuer will be “MADRID RMBS III, FONDO DE TITULIZACIÓN DE
ACTIVOS”.
4.3. Place of registration of the Fund and registration number
The Sociedad Gestora hereby declares that neither the incorporation of the Fund, nor the
Bonds to be issued against its assets, will be inscribed in the Spanish Mercantile Registry,
pursuant to the exemption set forth in article 5.4 of Royal Decree 926/1998, of 14 May,
regulating asset securitisation funds and securitisation fund managers (“Royal Decree
926/1998”), without prejudice to the registration of this Prospectus by the CNMV, which
took place on 10 July 2007, and to the filing with the CNMV, for incorporation into the
public register, a copy of the Deed of Incorporation of the Fund, of sale by CAJA
MADRID of the Mortgage Loans by means of the issue by the latter and the subscription
by the Fund of the Certificates and of the issue by the Fund of the Bonds (the “Deed of
Incorporation”), in the terms set forth in article 6 of Royal Decree 926/1998, the
contents of which will match the provisions of this Prospectus and the draft Deed of
Incorporation filed with the CNMV. Under no circumstances will the terms of the Deed
of Incorporation contradict, modify, alter or invalidate the contents of this Prospectus.
Only in exceptional cases can amendments be made to the Deed of Incorporation, and
provided this is permitted under the applicable laws and in the conditions established by
regulation. In any case, such amendments must be notified beforehand by the Sociedad
Gestora to the CNMV or other competent administrative body, or be authorised
beforehand if necessary, and must also be notified to the Rating Agencies, provided that
14
such amendments do not prejudice the rating assigned to the Bonds by the Rating
Agencies. The amendment of the Deed of Incorporation must be notified by the Sociedad
Gestora to the CNMV and to the Rating Agencies. The Deed of Incorporation may also
be subject to correction at the request of the CNMV.
4.4. Date of Incorporation and length of life of the Fund
4.4.1 Date of Incorporation of the Fund
The Sociedad Gestora, together with CAJA MADRID, will proceed, once this Prospectus
has been registered, to grant on 11 July 2007 (the “Date of Incorporation”) the Deed of
Incorporation, in the terms set forth in Article 6 of Royal Decree 926/1998.
4.4.2 Length of life of the Fund
The length of life of the Fund will run from the Date of Incorporation provided for in the
previous section until the legal maturity date of the Fund, on which the Fund will be
extinguished scheduled for 22 February 2050 (which coincides with the Payment Date
immediately subsequent to the date obtained by adding thirty-six (36) months to the last
redemption date of the Mortgage Loans) or, if this day is not a Business Day, the next
Business Day), (the “Legal Maturity Date”), without detriment to the Sociedad Gestora,
on behalf of and for the account of the Fund, prior to such date, proceeding to the early
liquidation of the Fund in accordance with the provisions of the next section.
4.4.3 Early liquidation and extinction of the Fund
Notwithstanding the above, pursuant to the future provisions of the Deed of Incorporation
and the provisions of this Prospectus, the Sociedad Gestora will be authorised to proceed
to carry out the early liquidation of the Fund and hence the early redemption of the
Bonds, when on a Payment Date (as such is defined in section 4.8.1 of the Securities
Note) the sum of the Receivable Nominal Balance of the Certificates on the last day of
the Calculation Period immediately prior to the Payment Date in question is less than ten
per cent (10%) of the Receivable Nominal Balance of the Certificates on the
Incorporation Date, provided that (i) the authorisation necessary to do so has been
obtained from the competent authorities; and (ii) the liquidation of the Certificates
pending repayment, together with the balance that exists at that time in the Treasury
Account and/or, where applicable, in the Treasury Surplus Account), permits the full
repayment of all the Fund's outstanding obligations vis-à-vis the Bondholders, in
accordance with the provisions of this section, and respecting any prior payments that are
to be given priority, in accordance with the Liquidation Priority of Payment Order.
It is understood, in all cases, that payment obligations derived from the Bonds on the
Early Liquidation Date mean the Receivable Nominal Balance of the Bonds on that date,
plus the unpaid accrued interest to that date, amounts that to all legal effects will be
deemed at that date past due and payable.
The Sociedad Gestora will proceed to liquidate the Fund early, according to the
Liquidation Priority of Payment Order set forth in section 3.4.6.3. of the Additional
Building Block, in the following circumstances, and the CNMV and the Rating Agencies
will be informed beforehand if any of them occur:
15
(i) When, in the opinion of the Sociedad Gestora, exceptional circumstances occur
which make it impossible, or extremely difficult, to maintain the financial balance
of the Fund.
(ii) In the event that the Sociedad Gestora is wound up, its authorization is withdrawn
or it is declared bankrupt, and the time limit established by law for such purposes,
or else four (4) months, have elapsed without a new sociedad gestora having been
designated according to the provisions of section 3.7.2.2 of the Additional Building
Block.
(iii) When there is a non-payment indicative of a serious and permanent imbalance in

relation to any of the Bonds or it is foreseen that it is going to occur.
(iv) When there is a change in the tax regulations, in accordance with the regulations
applicable to the Fund and to the Bonds that, in the opinion of the Sociedad
Gestora, has a significant and negative effect on the financial balance of the Fund.
(v) When thirty (30) months elapse since the date of maturity of the last Mortgage
Loan pooled in the Fund, even if debits remain unpaid.
The Fund will be extinguished, in any event, as a result of the following circumstances:
(i) When the Certificates are repaid in full. In the event that all the Certificates have
matured and amounts remain to be collected same and obligations remain to be
paid to the Bondholders, the Fund will be extinguished on the Payment Date
immediately after thirty-six (36) months elapse since the date of maturity of the last
Mortgage, that is to say, 22 February 2050 or, if it is not a Business Day, the next
Business Day, which will coincide with the Final Maturity Date.
(ii) When the Bonds are redeemed in full.
(iii) Upon the completion of the early liquidation procedure.
(iv) In the event that one of the provisional ratings assigned to the Bonds by the Rating
Agencies is not confirmed before the start of the Bond subscription period, which
will start at 9.00 a.m. (CET) on 17 July 2007 and will end at 11.00 a.m. (CET) on
the same day (the “Bond Subscription Period”). In these cases, the incorporation
of the Fund, the issue and subscription of the Certificates, the Fund's Contracts and
the issue of the Bonds will be considered rescinded.
In this event of early termination of the Fund, the Seller will undertake to meet the Initial
Expenses.
In the event that, at the time of the final liquidation of the Fund, any outstanding
obligations remain to be paid by the Fund to any of the Bondholders, the Sociedad
Gestora may proceed in one of the following ways:
It will proceed to sell the assets, for which purpose it will obtain bids from at least five (5)
of the entities that deal most actively in these assets that, in its opinion, can give a market
value. The starting price for the sale of all the Certificates will not be less than the sum of
16
(a) the Receivable Nominal Balance of the Certificates plus (b) the accrued and
uncollected interest of the Mortgage Loans to which they correspond. However, the
Sociedad Gestora will be obliged to accept the best bid received for the assets made by
such entities that meet the market value of the asset in question. In order to establish the
market value, the Sociedad Gestora may request any valuation reports that it deems
necessary. The names of the independent experts appointed will be reported to the
CNMV and the Rating Agencies.
In the event that the Fund is liquidated and any amount of the Certificates remains
unredeemed, CAJA MADRID will have a right of pre-emption to recover from the Fund
the Certificates in the terms and conditions specified by the Sociedad Gestora and
pursuant to the provisions of the previous paragraph. The foregoing right of pre-emption
does not, under any circumstances, imply an agreement or declaration to repurchase the
Certificates given by CAJA MADRID. CAJA MADRID will have five (5) Business
Days, counted from the date on which the Sociedad Gestora notifies it of the terms and
conditions, in which it will proceed to dispose of the Certificates, to exercise the said
right of pre-emption, and must at least match the best bid made by third parties.
Proceed to terminate any contracts that are not deemed necessary for the Fund liquidation
process.
Should that be insufficient or should loans or other assets remain, it will proceed to sell
the other assets held by the Fund. The Sociedad Gestora will be authorised to accept any
bids that, in its opinion, meet the market value of the asset in question and are paid in
cash. In order to establish the market value, the Sociedad Gestora may request the
valuation reports it considers necessary.
The Sociedad Gestora, after allocating the reserve to meet the expenses incurred in
liquidating the Fund (the “Extinction Expenses Reserve”), will apply all the amounts
that it obtains through the disposal of the assets of the Fund, together with the rest of the
Available Funds that the Fund might have at that time, to the payment of the different
items, in the form, amount and in accordance with the Liquidation Priority of Payment
Order.
In the event that, once the Fund has been liquidated and all the payments set forth in
section 3.4.6.3 of the Additional Building Block have been made, there is any remainder,
such remainder will be paid to the Seller. In the event that the remainder is not a liquid
amount and consists of Certificates from Mortgage Loans that are pending rulings with
respect to court or notarial proceedings initiated as a result of by Mortgagor default, both
their continuation and the outcome of the ruling will be in favour of the Seller.
In any event, the Sociedad Gestora, acting on behalf of and for the account of the Fund,
will not proceed to extinguish the Fund and to cancel its registration in the pertinent
administrative registries until it has proceeded to sell the remaining assets of the Fund and
to distribute the Available Funds, following the Liquidation Priority of Payment Order,
except for the Extinction Expenses Reserve.
Six (6) months after the liquidation of the remaining assets of the Fund and the
distribution of the Available Funds, the Sociedad Gestora will grant an affidavit declaring
(i) the extinction of the Fund, and the reasons, as set forth in this Prospectus, for the
17
termination, (ii) the procedure followed in notifying the Bondholders and the CNMV, and
(iii) the distribution of the Available Funds in the Liquidation Priority of Payment Order.
This deed will be submitted by the Sociedad Gestora to the CNMV.
4.5. Domicile and legal form of the issuer, the legislation applicable to the issuer
The Fund will be incorporated in Spain, pursuant to the provisions of Royal Decree
926/1998.
The Fund will constitute a closed, separate fund devoid of legal status that, pursuant to
Royal Decree 926/1998, will be serviced by a securitization fund management company
(hereinafter "Sociedad Gestora"). Such Sociedad Gestora will be responsible for the
incorporation, servicing and representation of the Fund, and also, as the manager of third
party funds, for representing and safeguarding the interests of holders of the bonds issued
from the funds that it services and its other ordinary creditors. The Fund will only be
liable for its obligations vis-à-vis its creditors with its assets.
The Fund will be constituted and the Bonds will be issued from it in accordance with
Spanish law and, specifically, with (i) Royal Decree 926/1998 and its implementing
provisions; (ii) Law 19/1992 of 7 July, on the legal system applicable to Real Estate
Investment Companies and Funds and Mortgage Securitisation Funds (“Ley 19/1992”),
for those aspects not covered by Royal Decree 926/1998 and insofar as applicable; (iii)
Ley 3/1994; (iv) the Financial System Reform Measures Act 44/2002, of 22 November
(“Ley 44/2002”) (in particular Section 18); (v) the Ley del Mercado de Valores or Law
24/1988, of 28 July, in its current wording, (Securities Market Act or the “Ley del
Mercado de Valores”), regarding its supervision, inspection and penalties and any other
applicable matters; and (vi) any other legal provisions prevailing from time to time that
are applicable.
This Registration Document has been drawn up in accordance with the provisions of
Regulation 809/2004.
The registered office of the Fund will be Calle Orense 69, in Madrid (Spain), and its
telephone number will be +34 91 702 08 08.
4.5.1 Fund tax system
There follows a brief summary of the general tax regulations applicable to the Fund. This
must be construed without prejudice to the particular nature of each local jurisdiction and
of the regulations which may apply at the time the relevant income is obtained or
declared.
The tax regime applicable to Fondos de Titulización de Activos (Asset Securitisation

Funds) consists of the general provisions contained in the consolidated text of Corporate
Income Tax (Impuesto sobre Sociedades), approved by Legislative Royal Decree 4/2004
of 5 March, and its implementing provisions, with the specific peculiarities arising from
the provisions of Act 19/1992, in Ley 3/1994 and in Royal Decree 926/1998.
The tax system may be summarised as follows:
18
1. Asset Securitisation Funds are liable to Corporate Income Tax, subject to the general
rules for determining the tax base, and to the general rate of 32.5 percent, which will
be reduced to 30% for the financial years starting from 1 January 2008 onwards, and
to the common rules for deductions, set-off of losses and other substantive elements
of the tax.
2. Investment income from Securitisation Funds is subject to the general rules on

withholdings on account of Corporate Income Tax, with the particularity that article
59-k of the Regulations approved by Royal Decree 1777/2004, of 30 July stipulates
that withholding does not apply to “income from mortgage participating units,
mortgage loans and other credit rights that constitute revenue items for the
securitisation funds". Consequently, in addition to the income from the directly
securitised Certificates, the withholding exemption also extends, according to the
expressly stated policy of the Tax Authorities, to the income of the Mortgage Loans,
insofar as they form part of the ordinary business activity of the said funds.
3. The incorporation of Mortgage Securitisation Funds is exempt from classification as

a Corporate Operation under Real Estate Transfer and Tax Stamp Duty, according to
the provisions of Section Five (10) of Ley 19/1992, and not subject to Tax Stamp
Duty, under Section 31.2 of the Real Estate Transfer and Tax Stamp Duty Act.
Article 16 of Royal Decree-Law 3/1993, of 26 February, on urgent measures on

budgetary, fiscal, financial and employment matters, authorised the Government to
"extend the regulations applicable to the securitisation of mortgage participations
(…) to the securitisation of other loans and credit rights", such authorisation having
been endorsed and extended by the Fifth Additional Provision of Ley 3/1994.
Furthermore, Royal Decree 926/1998 stipulates that any matters regarding Asset
Securitization Funds that are not covered by the Decree will remain subject to the
rules set forth in Ley 19/1992 for the mortgage securitisation funds, insofar as they
are applicable, in terms of their specific nature.
Therefore, given that Royal Decree 926/1998 makes no reference to the tax
treatment of Asset Securitization Funds, it could be construed that, although it is not
an entirely pacific matter, in the light of the aforementioned regulatory authorisation,
the tax benefits established for Mortgage Securitization Funds in Ley 19/1992 also
apply to Asset Securitization Funds.
Consequently, if this interpretation were to prosper, the incorporation of the Fund

would be subject to and exempt from classification as "corporate transactions" under
Stamp Duty and from Real Estate Transfer Tax ("Impuesto sobre Transmisiones
Patrimoniales y Actos Jurídicos Documentados"). However, this interpretation might
be questioned, and therefore the transaction might become subject either to the
Corporate Transaction Tax without being exempt, or to Stamp Duty and although
neither of these circumstances were intended by the legislator, they might arise
because each Regional Government is responsible for this Tax and therefore free to
apply its own criterion.
4. The transfer to the Fund of the Certificates provided for in the Deed of Incorporation
in the manner described above is a transaction that is subject to, but qualifies for an
19
exemption from Value Added Tax (“VAT”), in accordance with the provisions of
section 20.One. 18-e of the Value Added Tax Act 37/1992 of 28 December (“Ley del
IVA”).
The establishment and assignment of guarantees is subject to the general tax regime
with no exceptions.
5. The issue, subscription, transmission redemption and reimbursement of the

Securitization Bonds will be exempt from VAT (article 20.One.18 of the Ley del
IVA) and Capital Transfer Tax and Stamp Duty (Impuesto sobre Transmisiones
Patrimoniales y Actos Jurídicos Documentados) (article 45.I.B, number 15, of the
Consolidated Text of the Capital Transfer Tax and Stamp Duty Act, confirmed by the
3 November 1997 judgment of the Spanish Supreme Court).
6. The management and deposit services provided to the Fund by the Sociedad Gestora
will be exempt from Value Added Tax, in accordance with the provisions of section
20.One.18.n) of the Ley del IVA.
7. The Fund will be subject to the information obligations set forth in the Second
Additional Provision of Act 13/1985, of 25 May, on investment coefficients, own
funds and information requirements for financial intermediaries, as amended by Act
19/2003 of 4 July, on foreign capital movements and economic transactions, and on
measures against money laundering, and Law 23/2005, of 18 November, on tax
reforms for boosting productivity.
The procedure for complying with the said information obligations has been
developed by Royal Decree 2281/1998 of 23 October, developing the provisions
applicable to certain obligations to provide information to the Tax Authorities, as
amended by Royal Decree 1778/2004, of 30 July, that establishes the obligation to
provide information regarding preferential units (“participaciones preferenciales”)
and other debt instruments and regarding certain income obtained by natural persons
resident in the European Union.
4.6. Description of the Issuer’s authorised and issued capital and the amount of any
capital agreed to be issued, the number and classes of the Bonds it comprises
Not applicable.
5. BUSINESS OVERVIEW
5.1. Brief description of the Issuer’s main activities
The Fund will be set up as a vehicle intended to carry out a concrete transaction, pursuing
the principal activities summarised below and explained in detail throughout this
Prospectus.
The Fund, on its Date of Incorporation, will issue the Bonds with whose nominal amounts
it will acquire the Certificates issued by CAJA MADRID, derived from a portfolio of
Mortgage Loans owned by CAJA MADRID, the main characteristics of which are
described in the Additional Building Block.
20
Thus, through this transaction, CAJA MADRID will collect the Mortgage Loans in
advance, in other words, assets that were not liquid at the time they were transferred to
the Fund, become liquid for CAJA MADRID.
5.2. General description of the parties to the securitisation transaction
The main functions in the framework of the securitisation transaction described in this
Prospectus have been carried out by the following entities:
• TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A., is the Sociedad Gestora.
TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A., is a Spanish public limited

company (sociedad anónima), that manages securitisation funds, with registered
office at Calle Orense, 69, Madrid (Spain) and with Tax Identification Number
(C.I.F.) A-80352750 and C.N.A.E. (National Classification of Economic
Activities): 67. It is also registered under number 3 in the Registro Especial de
Sociedades Gestoras de Fondos de Titulización Hipotecaria (Special Register of
Mortgage Securitisation Fund Management Companies) kept by the CNMV.
It holds no credit ratings from any rating agencies.
• Caja de Ahorros y Monte de Piedad de Madrid (“CAJA MADRID” or the

“Seller”), is (i) the Seller of the Mortgage Loans through the issue of the
Certificates that will be fully subscribed by the Fund upon its incorporation, (ii) the
entity granting the Accrued Interest Loan, the Participative Loan and the
Subordinated Loan, (iii) the Financial Agent, (iv) the counterparty in the Interest
Swap Agreement and in the Option Agreements, (v) the Arranger and (vi) one of
the Underwriting and Placement Agents.
CAJA MADRID is a Spanish savings bank, a credit institution organised as a

foundation for social welfare, non-profitmaking purposes, with registered office at
Nº 2, Plaza de Celenque, Madrid (Spain), and with Tax Identification Number
(C.I.F.) G-28029007, registered at Mercantile Registry of Madrid, in volume 3067,
folio 20, General Section, Sheet 52454, in the Bank of Spain Registry under
number 2038, and with CNAE (National Classification of Economic Activities):
65.
The current ratings assigned by the rating agencies to the short-term and long-term
non-subordinated and unsecured debt of CAJA MADRID are as follows:
S&P Fitch Moody’s
Short Term A-1+ F1+ P-1
Long Term AA- AA- Aa2
It is acting as the Arranger who performs the duties set forth in article 35.1. of
Royal Decree 1310/2005.
21
Of the functions and activities that Arrangers can carry out in accordance with
article 35.1 of Royal Decree 1310/2005, CAJA MADRID will be responsible for
(i) temporary and commercial actions and activities involved in the public offering
of the Bond Issue, (ii) coordination with the potential investors and (iii) the other
actions and activities assigned to the Arranger in the Securities Note.
The financial structure of the Fund and the Bond issue has been arranged by CAJA
MADRID.
• The Royal Bank of Scotland, plc. (“RBS”), Société Générale, Spanish Branch
(“SG”) and UBS Limited (“UBS”) are acting as Underwriting and Placement Agents.
RBS is a bank with registered address at 36 St. Andrew Square EH2 2YB, in
Edinburgh (United Kingdom). The current ratings assigned by the rating agencies
to the short-term and long-term non-subordinated and unsecured debt of RBS are
as follows:
S&P Fitch Moody’s
Long Term AA AA+ Aa1
SG is the branch of an EC credit institution, with registered office at Torre Picasso,

Nº1, Plaza Pablo Ruiz Picasso, in Madrid, registered under number 108 in the Bank
of Spain Special Register and with Tax Identification Code (C.I.F.) A-0011682-B.
The ratings assigned by the rating agencies to the short-term and long-term non-
subordinated and unsecured debt of SG are as follows:
S&P Fitch Moody’s
Long Term AA AA Aa1
UBS is a bank with registered address at 1 Finsbury Avenue, EC2M 2PP, London
(United Kingdom). The current ratings assigned by the rating agencies to the short-
term and long-term non-subordinated and unsecured debt of UBS are as follows:
S&P Fitch Moody’s
Long Term AA+ AA+ Aaa
22
• CAJA MADRID, UBS, RBS and SG will be the bookrunners.
• Uría Menéndez y Cia., Abogados, S.C. has provided the legal consultancy services
for the transaction reviewed all its tax implications.
Uría Menéndez y Cía., Abogados, S.C. is a partnership that provides legal advisory
services, with registered office at number 187, Calle Príncipe de Vergara Madrid
(Spain), and with Tax Identification Number C-28563963.
• STANDARD & POOR´S ESPAÑA, S.A. ( “S&P”), FITCH RATINGS ESPAÑA,

S.A.U. (“Fitch”), and MOODY’S INVESTORS SERVICE ESPAÑA, S.A.
(“Moody’s”, and jointly with S&P and Fitch, the “Rating Agencies”) are acting as
the Rating Agencies of the Bond Issue.
S&P is a single-member Spanish corporation that forms part of and operates in

accordance with the methodology, principles and quality control of Standard &
Poor's Rating Services, with registered office at number 5, Calle Marqués de
Villamejor, in Madrid (Spain), and with Tax Identification Number (C.I.F.) A-
80310824.
Fitch is a single-member Spanish corporation and a subsidiary of the rating agency

Fitch Ratings Limited, with registered office at number 85, Paseo de Gracia, in
Barcelona (Spain), and with Tax Identification Number (C.I.F.) A-58090655.
Moody’s is a Spanish corporation, with registered office at number 2, Calle

Bárbara de Braganza, Madrid and with Tax Identification Number (C.I.F.) A-
80448475.
• KPMG is acting as auditor for the verification of a series of attributes of a selection

of mortgage loans owned by the Seller from which the Mortgage Loans will be
extracted in order to issue the Certificates that will be subscribed by the Fund upon
its incorporation. They will also act as Fund Auditors.
KPMG is a Spanish limited liability company, registered in ROAC Register

(Registro Oficial de Auditores de Cuentas) with number S0702 and with registered
office at number 95, Paseo de la Castellana, Madrid (Spain), with Tax
Identification Number (C.I.F.) B-78510153.
It holds no credit ratings from any rating agencies.
The Sociedad Gestora is not aware of any type of direct or indirect ownership or control
relationship existing between the bodies corporate that are participating in the
securitisation transaction, except for the shares that CAJA MADRID owns in Titulización
de Activos, S.G.F.T., S.A., and which represent 12.86% of the share capital, as listed in
the table included in section 7 of this Registration Document.
23
6. ADMINISTRATION, MANAGEMENT AND SUPERVISORY BODIES
6.1. Management, administration and representation of the Issuer
As provided by Royal Decree 926/1998, the Fund will be legally represented and
managed by its Sociedad Gestora, TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A.
The registered name of the Sociedad Gestora is Titulización de Activos, Sociedad Gestora
de Fondos de Titulización, S.A., with Tax Identification Number (C.I.F.) A-80352750.
The Sociedad Gestora is a Spanish public limited company (sociedad anónima),

incorporated on 12 May 1992, with registered office at C/Orense, 69 Madrid (Spain),
(Tel: +34 91 702 08 08), and registered in the Mercantile Registry of Madrid, Volume
4280, book 0, folio 183, Section 8, Sheet M-71066, Entry nº 5, on 4 June, 1993, and also
registered under number 3 in the Registro Especial de Sociedades Gestoras de Fondos de
Titulización Hipotecaria (Special Register of Mortgage Securitisation Fund Management
Companies) kept by the CNMV.
The Sociedad Gestora has been incorporated for an indefinite period of time, unless any
of the grounds stipulated by law for its winding-up occurs.
6.2. Audit of the financial statements of the Sociedad Gestora
The Sociedad Gestora has audited accounts for 2004, 2005 and 2006, which have been
filed at the CNMV and at the Mercantile Registry. The audit reports on the annual
financial statements for 2004, 2005 and 2006 contained no qualifications. The accounts of
the Sociedad Gestora are audited by Ernst & Young, S.L., registered in the ROAC
Register (Registro Oficial de Auditores de Cuentas) with number S0530, with registered
office at number 1, Plaza Pablo Ruiz Picasso, Madrid, and with Tax Identification
Number (C.I.F.) A-78970506.
6.3. Main activities
The sole purpose of the Sociedad Gestora is the incorporation, management and legal
representation of Fondos de Titulización de Activos and Fondos de Titulización
Hipotecaria, in accordance with the provisions of Royal Decree 926/1998.
TITULIZACIÓN DE ACTIVOS, SGFT, S.A. will be responsible for the administration

and legal representation of the Fund, in accordance with the provisions of Royal Decree
926/1998 and Ley 19/1992 vis-à-vis any aspects not covered by Royal Decree 926/1998,
when applicable, and the rest of the applicable legal regulations, as well as the provisions
of the Deed of Incorporation. The Sociedad Gestora will perform for the Fund those
duties attributed to it in Royal Decree 926/1998. As the manager of third party funds, the
Sociedad Gestora is also responsible for representing and safeguarding the interests of the
Bondholders and the other ordinary creditors of the Fund. Consequently, the Sociedad
Gestora must subordinate its actions to safeguarding the interests of such persons, abiding
by the applicable provisions in this regard prevailing from time to time. The Bondholders
and remaining ordinary creditors of the Fund will have no recourse against the Sociedad
Gestora, other than from non-performance of its duties or non-compliance with the
provisions of the Deed of Incorporation and this Prospectus.
24
On the date of registration of this Prospectus, the Sociedad Gestora has a total of 76
securitisation funds under management. Section 6.8 of this Registration Document
contains details of the funds under management as at 31 May 2007.
6.4. Existence or non-existence of holdings in other companies
The Sociedad Gestora does not hold equity interests in any company.
6.5. Entities from which the Sociedad Gestora has borrowed more than 10%
The Sociedad Gestora has not been granted any financing by third parties.
6.6. Litigation of the Sociedad Gestora
At the date of registration of this Prospectus, there are no disputes, litigation or

bankruptcy-related situation liable to have a material effect on the economic and financial
situation of the Sociedad Gestora or on its future capacity to perform the Fund
management and administration duties stipulated in this Prospectus.
6.7. Administration, management and supervisory bodies
Pursuant to the provisions of the articles of association of the Sociedad Gestora, and at
the date of registration of this Prospectus, the Sociedad Gestora has no governing bodies
other than the Shareholders' Meeting and the Board of Directors.
The members of the Board of Directors of the Sociedad Gestora, as at the date of
registration of the Prospectus, are as follows:
− Mr. Francisco Javier Soriano Arosa: Chairman
− Caja de Ahorros Municipal de Burgos, represented by Mr. Horacio Mesonero

Morales: Director
− Mr. Francisco Javier Sáiz Alonso: Director
− Mr. Víctor Iglesias Ruiz: Director
− Caja de Ahorros del Mediterráneo, represented by Mr. Juan Luis Sabater Navarro:
Director.
− Mr. Gumersindo Ruiz Bravo de Mansilla: Director
− Mr. José Carlos Contreras Gómez: Director
− Bear Stearns Spanish Securitisation Corporation, represented by Mr. Jesús Río

Cortés: Director
− Mr. Luis Vereterra Gutiérrez-Maturana has been the Secretary (non-Director) of

the Board of Directors since 27 May 1992.
25
− Mr. Ramón Pérez Hernández was appointed the Company's General Director by
virtue of the deed dated 18 April 2002, granted before the Notary Public of Madrid
Mr. Manuel Richi Alberti, and at the present time there is no Chief Executive
Officer (Consejero Delegado).
The professional address of all these people is the registered office of the Sociedad
Gestora (calle Orense, 69, Madrid (Spain), and do not engage outside the Sociedad
Gestora in any activity liable to enter into conflict with the Fund.
The Sociedad Gestora is subject to supervision by the CNMV, pursuant to the provisions
of Royal Decree 926/1998.
In compliance with the provisions of the Ley del Mercado de Valores and Royal Decree
629/1993 of 3 May, on rules of conduct in securities market and mandatory
recordkeeping, at the Board Meeting held on 7 December 1993, the Board of Directors of
the Sociedad Gestora approved an Internal Code of Conduct containing the rules of
conduct in relation to securities managed by the Sociedad Gestora for and on behalf of
securitisation funds that are traded on organised markets.
The Code has been filed with the CNMV and contains, among other items, the rules on
confidentiality of information, dealings with persons subject to the Code, disclosure of
material information and conflicts of interest.
The Sociedad Gestora has not approved any regulations of the Board of Directors and is
not subject to the application of any Code of Good Corporate Governance.
The individual persons appointed as Directors and Chairman of the Sociedad Gestora
pursue the following significant activities outside the company:
Name Office in listed and/or material companies

Mr. Francisco Javier Managing Director of EBN Banco de Negocios, S.A.
Soriano Arosa
Chairman of the Board of EBN Capital, S.G.C.R., S.A.
Member of the Board of Cartera Nuvalia, S.L.
Member of the Board of Planiger, S.A.
Chairman of the Board of Campus Patrimonial, S.A.
Member of the Board of Grupo Hoteles Playa, S.A.
Mr. Horacio Head of the Risk Control Department of Caja de Ahorros Municipal de
Mesonero Morales Burgos.
Member of the Board of Ahorro Gestión Hipotecario, E.F.C., S.A.
Member of the Board of Inmobiliaria Burgoyal, S.A.
Member of the Board of Europea de Desarrollos Urbanos, S.A.
Mr. Francisco Javier Deputy Director General of the Finance Division of Caja de Ahorros de
Sáiz Castilla La Mancha.
Member of the Board of Ahorro Corporación Gestión, S.G.I.I.C., S.A.
Member of the Board of Analistas Financieros Internacionales, S.A.
26
Name Office in listed and/or material companies
Member of the Board of Exportalia, S.L.
Mr. Víctor Iglesias Deputy Director General, Director of Lending Operations and Capital
Ruiz Markets of Caja de Ahorros y Monte de Piedad de Zaragoza Aragón y
Rioja (Ibercaja).
Member of the Board of Ibercaja Leasing y Financiación, E.F.C., E.F.C.
Member of the Board of Heraldo de Aragón, S.A.
Member of the Board of Gestión de Activos de Aragón, S.A.
Mr. Juan Luis Treasury Manager of Caja de Ahorros del Mediterráneo.
Sabater Navarro
Mr. Gumersindo Managing Director and General Manager of Unicorp Corporación
Ruiz Bravo de Financiera., S.A.
Mansilla
Vice-Chairman of Unicorp Vida Compañía de Seguros y Reaseguros,
S.A.
Chairman of Unigest , S.G.I.I.C., S.A..
Co-chairman of Segurándalus Mediation, S.A.
Chairman of Unicorp Patrimonio, S.A.
Chairman of Unicorp Mercados, S.A.
Vice-Chairman of Compañía Andaluza de Rentas e Inversiones, S.A.
Mr. José Carlos Deputy Director General, Director of Corporate Finance of Caja Madrid.
Contreras Gómez
Member of the Board of Banco Inversis Net, S.A.
Member of the Board of Corporación Interamericana de Financiamiento
de Infraestructuras.
Mr. Jesús Río European Securitisation Manager (Client Banking) for Bear Stearns.
Cortés
27
6.8. Funds Managed
As at 31 May 2007, the Sociedad Gestora has the following securitisation funds under
management:
Fund Bond Balance
Date of Incorporation Issued
Mortgage Securitisation Funds 31 May 2007
TDA 4, F.T.H. 22-Apr-98 €150,253,027 €26,028,434
TDA 5, F.T.H. 16-Oct-98 €1,171,973,634 €158,488,008
TDA 6, F.T.H. 20-Jan-99 €351,500,000 €63,676,187
TDA 7, F.T.H. 12-Mar-99 €1,051,700,000 €250,672,188
TDA 8, F.T.H. 9-Apr-99 €150,200,000 €41,368,610
TDA 9, F.T.H. 12-May-99 €332,400,000 €79,104,604
TDA 10, F.T.H. 21-Jul-99 €240,500,000 €46,101,376
TDA 11, F.T.H. 24-Jan-00 €660,600,000 €175,897,686
TDA 12, F.T.H. 26-Jun-00 €513,900,000 €150,329,947
Asset Securitisation Funds
TDA 13-MIXTO, F.T.A. 5-Dec-00 €389,500,000 €127,225,841
TDA 14-MIXTO, F.T.A. 20-Jun-01 €601,100,000 €226,426,691
TDA 15-MIXTO, F.T.A. 4-Nov-02 €450,900,000 €216,279,084
TDA 16-MIXTO, F.T.A. 26-May-03 €532,000,000 €220,212,915
TDA 17-MIXTO, F.T.A. 24-Oct-03 €455,000,000 €228,212,550
TDA 18-MIXTO, F.T.A. 14-Nov-03 €421,000,000 €205,078,001
TDA 19-MIXTO, F.T.A. 27-Feb-04 €600,000,000 €323,866,498
TDA 20-MIXTO, F.T.A. 25-Jun-04 €421,000,000 €269,764,381
TDA 21-MIXTO, F.T.A. 23-Jul-04 €775,000,000 €437,105,277
TDA 22-MIXTO, F.T.A. 1-Dec-04 €530,000,000 €306,327,418
TDA 23, F.T.A. 17-Mar-05 €860,000,000 €571,189,944
TDA 24, F.T.A. 28-Nov-05 €485,000,000 €380,465,809
TDA 25, F.T.A. 29-Jul-06 €265,000,000 €232,082,021
TDA 26-MIXTO, F.T.A. 5-Jul-06 €908,100,000 €813,007,198
TDA 27, F.T.A. 20-Dec-06 €930,600,000 €873,534,678
TDA PASTOR 1, F.T.A. 25-Feb-03 €494,600,000 €232,078,125
TDA CAM 1, F.T.A. 13-Mar-03 €1,000,000,000 €498,636,597
TDA CAM 2, F.T.A. 27-Jun-03 €1,100,000,000 €566,775,166
TDA CAM 3, F.T.A. 16-Jan-04 €1,200,000,000 €671,559,596
TDA CAM 4, F.T.A. 9-Mar-05 €2,000,000,000 €1,368,778,442
TDA CAM 5, F.T.A. 5-Oct-05 €2,000,000,000 €1,614,740,218
TDA CAM 6, FTA 29-Mar-06 €1,300,000,000 €1,141,467,366
TDA CAM 7, FTA 13-Oct-06 €1,750,000,000 €1,652,539,621
TDA CAM 8, FTA 7-Mar-07 €1,712,800,000 €1,679,695,579
TDA IBERCAJA 1, F.T.A. 8-Oct-03 €600,000,000 €356,509,681
TDA IBERCAJA 2, F.T.A. 13-Oct-05 €904,500,000 €741,198,823
TDA CAJAMAR 2, F.T.A. 18-May-05 €1,000,000,000 €690,755,610
TDA IBERCAJA 3, F.T.A. 12-May-06 €1,007,000,000 €869,794,208
TDA IBERCAJA 4, F.T.A. 18-Oct-06 €1,410,500,000 €1,275,740,256
TDA IBERCAJA 5, F.T.A. 13-Mar-07 €1,712,800,000 €1,712,800,000
CAIXA PENEDES 1 TDA, F.T.A. 18-Oct-06 €1,000,000,000 €943,417,620
MADRID RMBS I, F.T.A. 15-Nov-06 €2,000,000,000 €1,895,954,946
MADRID RMBS II, F.T.A. 12-Dec-06 €1,800,000,000 €1,708,670,990
FTPYME TDA 3, F.T.A. 14-Feb-02 €225,055,000 €29,546,742
FTPYME TDA 4, F.T.A. 10-Oct-03 €250,000,000 €85,856,702
FTPYME TDA 5, F.T.A. 29-Dec-04 €200,000,000 €88,204,242
FTPYME TDA 6, F.T.A. 24-Nov-05 €150,000,000 €105,448,175
FTPYME TDA SABADELL 1, F.T.A. 3-Jun-02 €600,000,000 €133,843,691
FTPYME TDA SABADELL 2, F.T.A. 12-Nov-03 €500,000,000 €309,601,013
FTPYME TDA CAM 1, F.T.A. 17-Jun-02 €600,000,000 €127,200,029
FTPYME TDA CAM 2, F.T.A. 17-Nov-04 €750,000,000 €400,888,480
FTPYME TDA CAM 4, F.T.A. 13-Dec-06 €1,529,300,000 €1,287,199,536
CIBELES III FTPYME, F.T.A. 18-Dec-03 €500,000,000 €294,935,015
FTPYME TDA BANCA MARCH, F.T.A. 25-Oct-04 €200,000,000 €94,110,042
CM BANCAJA 1, F.T.A. 28-Sep-05 €556,200,000 €335,384,338
EMPRESAS HIPOTECARIO TDA CAM 3, F.T.A. 7-Jul-06 €750,000,000 €675,195,113
TDA PASTOR CONSUMO 1, F.T.A. 26-Apr-07 €300,000,000 €300,000,000
CÉDULAS TDA 1, F.T.A. 12-Jun-03 €1,750,000,000 €1,750,000,000
CÉDULAS TDA 2, F.T.A. 13-Nov-03 €2,000,000,000 €2,000,000,000
CÉDULAS TDA 3, F.T.A. 25-Feb-04 €2,000,000,000 €2,000,000,000
CÉDULAS TDA 5, F.T.A. 24-Nov-04 €1,500,000,000 €1,500,000,000
CÉDULAS TDA 6, F.T.A. 18-May-05 €3,000,000,000 €3,000,000,000
PROGRAMA CEDULAS TDA, F.T.A. 2-Mar-06 Maximum €30,000,000,000 €8,600,000,000
TDA AUTO ABS 2002, F.T.A. 8-Jul-02 €950,000,000 -
GLOBALDRIVE (SPAIN) 2002-1 TDA, F.T.A. 3-Dec-02 €488,000,000 -
GLOBALDRIVE DEALER FLOORPLAN (SPAIN) TdA, F.T.A. 5-Apr-04 Maximum €3,000,000,000 -
GLOBALDRIVE SERIES 3 (SPAIN) TDA, F.T.A. 10-May-05 €499,999,948 -
BANCO FINANTIA SOFINLOC Nº 1, F.T.A. 1-Jul-04 Maximum €150,000,000 -
BANCO FINANTIA SOFINLOC TDA Nº 2, F.T.A. 11-Mar-05 Maximum €500,000,000 -
CAP-TDA 1, F.T.A. 25-Jun-03 €300,000,000 €300,000,000
FONDO DE TITULACION DE ACTIVOS RESULTANTES DE LA MORATORIA NUCLEAR 25-Apr-96 €4,297,236,546 -
28
Since 31 May 2007, Caixa Penedès PYMES 1 TdA, FTA and TDA CAM 9, FTA, have
been incorporated for an amount of Euros 790,000,000 and Euros 1,515,000,000,
respectively. Additionally, PROGRAMA CÉDULAS TDA, Fondo de Titulización de
Activos was issued in June 2007, with the Bonds issued amounting to Euros 850,000,000.
6.9. Share Capital and Equity
The share capital of the Sociedad Gestora at the time of registering the Fund Prospectus
was Euros 903,000, fully paid in.
All the shares issued by the Sociedad Gestora up until the date of registration of this
Prospectus (150,000 shares with a nominal value of Euros 6.02 each) are ordinary shares
and offer identical voting, financial and non-financial rights. All the shares are of the
same class and series.
The equity of the Sociedad Gestora is as listed below:
Equity (€ 000's) 31/12/2004 31/12/2005 31/12/2006
Capital 903.00 903.00 903.00

Reserves
Legal Reserve 180.60 180.60 180.60
Voluntary Reserves 1,426.15 1,899.19 2,461.71
Profit and Loss
Net income for the year 1,273.04 1,511.40 1,825.34

TOTAL 3,782.79 4,494.19 5,370.65
6.10. Principal transactions with related parties and conflicts of interest
There are no dealings with related parties or conflicts of interest, although several
shareholders of the Sociedad Gestora, described in the next section, have participated as
sellers, arrangers, underwriters, financial institutions, lenders or depositories in some of
the Funds Managed by the Sociedad Gestora.
7. MAJOR SHAREHOLDERS
The Sociedad Gestora does not form part of any group of companies.
29
The shareholding structure, at the time of Prospectus Registration, of the Sociedad
Gestora is as follows:
REGISTERED NAME PERCENTAGE NO. SHARES
Caja de Ahorros de Castilla La Mancha 12.86% 19,286
Caja de Ahorros y Monte de Piedad de

12.86% 19,286
Zaragoza, Aragón y Rioja (Ibercaja)
Caja de Ahorros del Mediterráneo 12.86% 19,286
Caja de Ahorros Municipal de Burgos 12.86% 19,286
Unicorp (Unicaja) 12.86% 19,286
EBN Banco de Negocios, S.A. (EBN) 12.86% 19,286
Caja de Ahorros y Monte de Piedad de Madrid 12.86% 19,284
Bear Stearns Spanish Securitization Corporation 10.00% 15,000
TOTAL 100.00% 150,000
8. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND

LIABILITIES, FINANCIAL SITUATION, AND PROFITS AND LOSSES.
8.1. Declaration on commencement of operations and financial statements of issuer prior

to the date of the Registration Document
The Fund's operations will commence on the Date of Incorporation, and therefore no
financial statement is attached to this Registration Document.
8.2. Historical financial information
Not applicable.
8.2 bis Historical financial information on security issues with an individual

denomination of Euros 50,000 or more.
Not applicable.
8.3. Legal and arbitration proceedings
Not applicable.
8.4. Material adverse change in the Fund’s financial situation
Not applicable.
30
9. THIRD PARTY INFORMATION AND STATEMENTS BY EXPERTS AND
DECLARATIONS OF ANY INTEREST
9.1. Statements or reports attributed to a person as an expert
No such statement or report is included.
9.2. Information from third parties
No information from third parties is included
10. DOCUMENTS ON DISPLAY
If necessary, copies of the following documents can be inspected, by physical means,

during the life of this Registration Document:
1. The Articles of Association of the Sociedad Gestora, the Deed of Incorporation and its
audited annual accounts, at the registered address of the Sociedad Gestora. and in the
CNMV.
2. The Deed of Incorporation, once granted, at the registered office of the Issuer, at the
CNMV and at the Sociedad de Gestión de los Sistemas de Registro, Compensación y
Liquidación de Valores, S.A.U. (“IBERCLEAR”).
3. Free electronic copies of this Prospectus may be obtained at the registered office of the
Issuer and of the Underwriting and Placement Agents , on the website of the Sociedad
Gestora (www.tda-sgft.com), and via the website of the CNMV (www.cnmv.es) and
of the AIAF Market (www.aiaf.es).
4. The contracts needed for the servicing and management of the Fund and for the
subscription and management of the Bonds, which are described throughout this
Prospectus, once it is formalized, at the CNMV and at the registered office of the
Issuer.
5. Furthermore, the following documents, together with all the information detailed in
this Prospectus, may be examined at the CNMV:
a. Representations of the Seller.
b. Resolutions of the Board of Directors of the Seller and of the Sociedad Gestora.
c. Audit Report.
d. Letters from the Rating Agencies, assigning provisional ratings and, where
applicable, final ratings.
e. Seller's audited annual accounts for the year ended 31 December 2006.
31
SECURITIES NOTE
(ANNEX XIII TO REGULATIONS 809/2004)
1. PERSONS RESPONSIBLE
1.1. Persons responsible for the information contained in the Securities Note
Mr. Ramón Pérez Hernández, acting in his capacity as General Director, by virtue of the
power of attorney of 18 April 2002 granted before the Notary Public of Madrid Mr.
Manuel Richi Alberti under number 737 of his Official Record, and by virtue of the
resolutions adopted by the Board of Directors of the Sociedad Gestora on 19 April 2007,
and for and on behalf of the Sociedad Gestora, with registered office at number 69, calle
Orense, in Madrid (Spain).
Securities Note
Mr. Ramón Pérez Hernández, on behalf of the Sociedad Gestora, declares that, after
applying reasonable diligence to ensure that this is so, the information contained in this
Securities Note and its Additional Building Block is, to his knowledge, consistent with
the facts and contains no omissions that could affect its content.
2. RISK FACTORS WITH RESPECT TO THE BONDS
The risk factors associated to the Bonds are detailed in section 2 of the Risk Factors
section, and the risk factors associated with the assets backing the issue are detailed in
section 3 of the Risk Factors section.
3. KEY INFORMATION
3.1. Interest of natural and legal persons involved in the issue
The persons taking part in the offer are as listed below:
1. TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A., is the Sociedad Gestora.
2. CAJA MADRID is (i) the Seller of the of the Mortgage Loans through the issue of the
Certificates that will be fully subscribed by the Fund upon its incorporation, (ii) the
entity granting the Accrued Interest Loan, the Participative Loan and the Subordinated
Loan, (iii) the counterparty in the Interest Swap Agreement and the Option Agreements,
(iv) the Financial Agent, (v) the Arranger, (vi) one of the Underwriting and Placement
Agents and (viii) one of the bookrunners.
3. RBS, SG and UBS will be (i) Underwriting and Placement Agents and (ii) bookrunners.
4. Uría Menéndez y Cia., Abogados, S.C. has provided the legal consultancy services for
the transaction reviewed all its tax implications.
32
5. KPMG is acting as auditor for the verification of a series of attributes of a selection of
Mortgage Loans owned by CAJA MADRID from which the Mortgage Loans will be
incorporation. They will also act as the Fund Auditors.
6. S&P, Fitch and Moody’s are acting as the Rating Agencies.
3.2. Description of any interest, including conflicting interests, that is important for the
issue, detailing persons involved and the nature of their interests
The Sociedad Gestora is not aware of any relationship or economic interests between the
experts who have taken part in designing or advising on the incorporation of the fund, as
well as other intervening parties, and the Sociedad Gestora itself or CAJA MADRID, as
issuer of the Certificates to be subscribed by the Fund, with the exception of the
shareholding of with CAJA MADRID in the Sociedad Gestora, and which represents
12.86% of the share capital, as listed in the table included in section 7 of the Registration
Document.
4. INFORMATION CONCERNING THE BONDS TO BE OFFERED AND

ADMITTED TO TRADING
4.1. Total amount of the Bonds
The total face value of the mortgage-backed bonds issue (the “Bonds”) will be three
thousand million (3,000,000,000) euros, formed by thirty thousand (30,000) Bonds, each
with a face value of one hundred thousand (100,000) euros.
4.2. Description of the type and class of the Bonds
4.2.1 Type and class of the Bonds
This Securities Note is issued for the purposes of the issue by the Fund of securitisation
bonds.
The Bonds represent a debt for the Fund, accrue interest and are redeemable through early
redemption or at final maturity. The Bonds legally qualify as marketable fixed interest
securities with an explicit yield and are subject to the provisions of the Ley del Mercado
de Valores and the regulations in development thereof.
The total amount of the issue is grouped in five (5) Classes of Bonds as follows:
Class A formed by three (3) Series of Bonds:
(i) Series A1 for a total nominal amount of six hundred and fifty-eight million
(658,000,000) euros, formed by six thousand five hundred and eighty (6,580)
Bonds, each with a face value of one hundred thousand (100,000) euros,
represented by book entries (referred to either as the “Series A1” or the “Series A1
Bonds”).
33
(ii) Series A2 for a total nominal amount of one thousand five hundred and seventy-
five million (1,575,000,000) euros, formed by fifteen thousand seven hundred and
fifty (15,750) Bonds, each with a face value of one hundred thousand (100,000)
euros, represented by book entries (referred to either as the “Series A2” or “Series
A2 Bonds”).
(iii) Series A3 for a total nominal amount of four hundred and ninety-seven million
(497,000,000) euros, formed by four thousand nine hundred and seventy (4,970)
Bonds, each with a face value of one hundred thousand (100,000) euros,
represented by book entries (referred to either as the “Series A3” or the “Series A3
Bonds” and together with the Series A1 Bonds and the Series A2 Bonds, the
“Class A” or the “Class A Bonds”).
Class B formed by a single series of Bonds for a total nominal amount of fifty-five
million five hundred thousand (55,500,000) euros formed by five hundred and fifty-five
(555) Bonds, each with a face value of one hundred thousand (100,000) euros,
represented by book entries (referred to either as the “Series B”, “Class B”, the “Series B
Bonds” or the “Class B Bonds”).
Class C formed by a single series of Bonds for a total nominal amount of ninety million
(90,000,000) euros formed by nine hundred (900) Bonds, each with a face value of one
hundred thousand (100,000) euros, represented by book entries (referred to either as the
“Series C”, “Class C”, the “Series C Bonds” or the “Class C Bonds”).
Class D formed by a single series of Bonds for a total nominal amount of seventy-two
million (72,000,000) euros formed by seven hundred and twenty (720) Bonds, each with
a face value of one hundred thousand (100,000) euros, represented by book entries
(referred to either as the “Series D”, “Class D”, the “Series D Bonds” or the “Class D
Bonds”).
Class E formed by a single series of Bonds for a total nominal amount of fifty-two
million five hundred thousand (52,500,000) euros formed by five hundred and twenty-
five (525) Bonds, each with a face value of one hundred thousand (100,000) euros,
represented by book entries (referred to either as the “Series E”, “Class E”, the “Series E
Bonds” or the “Class E Bonds”, and together with the Class A, the Class B, the Class C
and Class D , the “Classes” or the “Series”).
34
Rating
1
Series Amount %
S&P / Fitch / Moody’s
Series A1 AAA / AAA / Aaa 658,000,000 21.93%
Series A2 AAA / AAA / Aaa 1,575,000,000 52.50%
Series A3 AAA / AAA Aaa 497,000,000 16.57%
Class B AA / AA / Aa2 55,500,000 1.85%
Class C A / A / A2 90,000,000 3.00%
Class D BBB / BBB / Baa2 72,000,000 2.40%
Class E BB / BB / Ba3 52,500,000 1.75%
TOTAL - 3,000,000,000 100%
4.2.2 Underwriting and placement of the Bonds
On the Date of Incorporation and for the account of the Fund, the Sociedad Gestora will
enter into a contract with the Arranger and with the Underwriting and Placement Agents
mentioned in section 5.2 of the Registration Document, whereby the said entities under-
take to subscribe on their own behalf or to obtain, at their own responsibility, subscribers
for one hundred per cent (100%) of the Class A, B, C, D and E Bonds, with each being
held accountable for the respective amount it has underwritten.
It is foreseen that, prior to the Date of Incorporation, it may be decided to include new
Underwriting and Placement Agents and, before 1.30 p.m. (CET) of the second (2nd) Bus-
iness Day prior to the Disbursement Date, to modify their underwriting commitments.
In any event, the inclusion of new underwriting agents, as well as the definitive
distribution of the amounts of the respective underwriting commitments will be
reported to the CNMV and will be registered in the disbursement certificate.
The Underwriting and Placement Agents will assume the obligations contained in the
Placement Management, Subscription and Underwriting Contract:
The Bonds will be placed during the Subscription Period.
In consideration of the commitment undertaken by the Underwriting and Placement Agents,

and pursuant to the Placement Management, Subscription and Underwriting Contract, the
latter will receive an underwriting and placement fee that will be a maximum of twenty (20)
basis points of the amount nominal of the Bonds of the corresponding Series. A different fee
1
Percentage of the total Bonds issued on the Date of Incorporation.
35
may be stipulated, within the maximum established, for each of the Series and Classes
underwritten, provided that the aggregate amount of the fees does not exceed three
million six hundred thousand (3,600,000) euros. The global amount of the underwriting
fee will be distributed among the Underwriting and Placement Agents pursuant to
the provisions of the Placement Management, Subscription and Underwriting Contract.
The amount of the underwriting fee, expressed as a percentage, will be determined by the
Arranger and notified by the Arranger by fax to the Sociedad Gestora before the second
(2nd) Business Day prior to the Disbursement Date. If the fee is not notified on time, and
without detriment to any liability deriving therefrom, the Sociedad Gestora will set the
underwriting and placement fee that has not been notified properly, as 0.12% of the
nominal amount of the Bonds of the Series in question, for the Series A, B, C, D and E
Bonds.
The amount of the underwriting and placement fee accrued in favour of each of the Under-
writing and Placement Agents will be paid to them in a single payment on the Disburse-
ment Date, once they have paid the Fund the nominal value of the Bonds placed by each
of the Underwriting and Placement Agents and, as applicable, subscribed by them for
their own account up to their respective underwriting commitments. However, the
Underwriting and Placement Agents will be entitled to deduct such fee from the amounts
that they must deliver to the Fund.
The fees payable to the Underwriting and Placement Agents will be construed as gross
with respect to any tax or withholding applicable thereto.
Subscribing or holding of Bonds of one series does not imply subscribing or holding
Bonds of the other Series.
4.2.3 Arranger
CAJA MADRID is acting as Arranger and will receive no fee for performing those
management duties.
4.3. Legislation under which the Bonds have been created
The Fund has been incorporated and the Bonds are being issued in accordance with the
Spanish law applicable to them and, in particular, with (i) the Ley del Mercado de
Valores, (ii) Royal Decree 926/1998 and its implementing provisions, and Ley 19/1992,
for those aspects not covered by Royal Decree 926/1998, and insofar as applicable, and
(iii) Royal Decree 1310/2005, of 4 November, partially developing the Ley del Mercado
de Valores, regarding the admission to trading of securities on organised secondary
markets, initial public offerings or rights offerings and of the prospectus required for such
purposes (“Royal Decree 1310/2005”) and, (iv) any other legal provisions prevailing
from time to time that are applicable.
This Securities Note has been drawn up in accordance with the models set forth in
36
4.4. Indication of whether the Bonds are in registered or bearer form and whether they
are in certificated or book-entry form
The Bonds will only be represented by book entries, in accordance with Article 11 of
Royal Decree 116/1992, of 14 February, on the representation of shares by means of book
entries and stock market clearing and settlements, as currently worded, managed by
IBERCLEAR, located at Nº1, Plaza de la Lealtad, in Madrid. In this respect, it is hereby
stated that the Deed of Incorporation will produce the effect set forth in article 6 of the
Ley del Mercado de Valores.
The Bondholders will be identified in accordance with the book entries made by the
entities that participate in IBERCLEAR.
4.5. Currency of the issue
The Bonds will be denominated in euros.
4.6. Ranking of the Bonds according to the subordination rules
4.6.1 Simple mention of the ranking of the interest payments of the Bonds of each
Class in the Fund order of payments
The payment of the interest accrued by the Class A Bonds ranks 4th in the Priority of
Payment Order, and 5th in the Liquidation Priority of Payment Order.
The payment of interest of the Class B Bonds ranks 5th in the Priority of Payment Order,
unless the circumstances stipulated in the same section for its deferral occur, in which
case it will rank 10th in the Priority of Payment Order, and 7th in the Liquidation Priority
of Payment Order.
The payment of interest of the Class C Bonds ranks 6th in the Priority of Payment Order,
of Payment Order.
The payment of interest of the Class D Bonds ranks 7th in the Priority of Payment Order,
of Payment Order.
The payment of interest of the Class E Bonds ranks 8th in the Priority of Payment Order,
of Payment Order.
37
4.6.2 Simple mention of the ranking of the principal payments of the Bonds of each
Class in the Fund order of payments
The payment of principal of the Classes A, B, C, D and E ranks 9th in the Priority of
Payment Order, which will be applied in accordance with the rules set forth in sections
4.9.3 and 4.9.4 of this Securities Note.
In the event of early liquidation, the payments of principal of Classes A, B, C, D and E

will rank 6th, 8th, 10th, 12th and 14th respectively, in the Liquidation Priority of Payment
Order.
4.7. Description of the rights attached to the Bonds
Pursuant to current legislation, the Bonds detailed in this Securities Note will offer no
future or present rights to the investor over the Fund or its Sociedad Gestora.
The Investor's economic and financial rights associated with the acquisition and
ownership of the Bonds will be those derived from the interest rates, yields and
redemption prices with which the Bonds are issued and which are detailed in sections 4.8
and 4.9 infra in this Securities Note.
The Bondholders are subject, with respect to the payment of interest and repayment of the
principal, to the Priority of Payment Order and to the Liquidation Priority of Payment
Order.
The Bondholders will have no recourse against the Sociedad Gestora, other than from
non-performance of its duties or non-compliance with the provisions of this Prospectus,
of the Deed of Incorporation and the applicable laws and regulations.
Any dispute regarding the Fund or the Bonds that may arise during its operations or
liquidation, be it amongst the Bondholders or between the latter and the Sociedad
Gestora, will be submitted to the courts and tribunals of Spain, with waiver of any other
jurisdiction to which the parties may be entitled.
4.8. The nominal interest rate and provisions relating to interest payable
Bond Interest
All the Bonds issued will accrue, from the Disbursement Date and until they are fully
redeemed, a floating annual nominal interest calculated on the Receivable Nominal
Balance of the Bonds (“Nominal Interest Rate”). The interest of the Bonds, whatever
their Class, will be payable at the end of each Interest Accrual Period on each Payment
Date.
For interest accrual purposes, the Bonds issue will be divided into successive interest
accrual periods that will include the days elapsed between two consecutive Payment
Dates (including the initial Payment Date and excluding the final Payment Date (each one
of these, an “Interest Accrual Period”). Exceptionally, the first Interest Accrual Period
will commence on the Disbursement Date (including the latter), and will end on the first
Payment Date (excluding the latter).
38
The Nominal Interest Rate accrued by each Series of Bonds during each Interest Accrual
Period will be the result of adding (i) the Reference Interest Rate, as defined below,
which is common to all the Series of Bonds, and rounded to the nearest thousandth,
taking into account that, in the event of equal conditions for rounding up or down, the
amount will always be rounded up; plus (ii) the margin applicable to each Series of
Bonds, as indicated below.
Reference Interest Rate
The Reference Interest Rate for fixing the interest rate applicable to the Bonds of all the
Classes will be the three (3) month EURIBOR interest rate or, if necessary, its substitute
(the “Reference Interest Rate”), determined as stated below.
Fixing of the Bond Reference Interest Rate
The EURIBOR will be fixed according to the rules established in this section.
On each of the Interest Rate Fixing Dates, (as such term is defined below), the Sociedad
Gestora, with the information received from the Financial Agent, will fix the Reference
Interest Rate, which will be equal to the EURIBOR, as follows:
(i) The three-month EURIBOR displayed on the EURIBOR01 page of the REUTERS
screen, on the Fixing Date at 11.00 a.m. (CET). “REUTERS screen, page
EURIBOR01” is the one that displays the contents of the page “EURIBOR01” in
the REUTERS MONITOR MONEY RATES SERVICE (or any other page that
may replace it in this service).
(ii) In the absence of rates as indicated in number (i) supra, the simple arithmetic mean
of London interbank rates for non transferable deposits in euros, with three (3)
month maturity, for an amount equivalent to the Receivable Nominal Balance of
the Bonds on the Fixing Date by the entities mentioned below, after and at about
11.00 a.m. (CET) will prevail. This interest rate will be requested simultaneously
from the following entities:
- Banco Santander Central Hispano (London)
- Banco Bilbao Vizcaya Argentaria (London)
- Barclays Bank (London)
- Confederación Española de Cajas de Ahorros (London Branch)
In the event that one or several of the aforementioned institutions do not furnish a
list of quoted rates, the rate applied will be the rate that results from applying the
simple arithmetic mean of the rates declared by at least two (2) of the remaining
institutions.
(iii) In the absence of the rates in accordance with the provisions of paragraphs (i) and
(ii), the Reference Interest Rate for the immediately previous Interest Accrual
Period will apply. On the First Interest Fixing Date, in the event that the Reference
39
Rate is not published in accordance with the provisions of sections (i) and (ii)
supra, the rate applied, in accordance with the provisions of section (i), will be the
rate published on the last Business Date on which such Reference Interest Rate was
published.
The Sociedad Gestora will keep copies of the REUTERS screen printouts, or if
appropriate, the quote statements from the banks referred to in section (ii) above, as
documents accrediting the EURIBOR rate determined.
Notwithstanding the above, the Reference Interest Rate for the first Interest Accrual
Period, in other words, the period between the Disbursement Date and the first Payment
Date, will be the result of the linear interpolation between the four (4) month EURIBOR
rate and the three (5) month EURIBOR rate, taking into account the number of days of
the first Interest Accrual Period. The Interest Rate for the first Interest Accrual Period will
be calculated with the following formula:
R = Ec + (d-t1)/t2*(El-Ec)
Where
R= Reference Interest Rate for the first Interest Accrual Period.
d = Number of days of the first Interest Accrual Period (127).
Ec = four (4) month EURIBOR rate.
El = five (5) month EURIBOR rate.
t1 = Number of true days included in the short Euribor index period (124).
t2 = Number of true days included between short Euribor index period and the long
Euribor index period (29).
The four (4) month EURIBOR rate and the five (5) month EURIBOR rate for the first
Interest Accrual Period will be fixed in accordance with the rules established in the
previous paragraphs of this section.
Reference Interest Rate Fixing Date
The Reference Interest Rate fixing date for each Interest Accrual Period will be the
second (2nd) Business Day prior to the Payment Date (the "Fixing Date") and will apply
for the next Interest Accrual Period. Exceptionally, for the first Interest Accrual Period,
the Reference Rate will be fixed on the second (2nd) Business Day prior to the
Disbursement Date (that is to say, 16 July 2007).
Once the Bond Reference Interest Rate has been fixed, and on the same Fixing Date, the
Sociedad Gestora will calculate and fix, for each of the Series of Bonds, the interest rate
applicable to the next Interest Accrual Period.
40
Margin applicable to the Reference Interest Rate for each Series of Bonds
The margin applicable to the Reference Interest Rate fixed as specified above, for
calculating the interest rate accrued by the Bonds of each Series in each Interest Accrual
Period, will have the following ceiling:
- Series A1 Bonds: up to 0.1%, inclusive.
- Series B Bonds: up to 0.30%, inclusive.
- Series C Bonds: up to 0.35%, inclusive.
- Series D Bonds: up to 0.60%, inclusive.
- Series E Bonds: up to 2.10%, inclusive.
The margin applicable to each Class of Bonds, expressed as a percentage, will be fixed by
agreement between the Arranger and the Underwriting and Placement Agents at the latest
before 12.00 noon (CET) of the second (2 nd) Business Day before the Date of Disbursement.
The definitive margin of the Bonds will be notified by fax by the Arranger to the
Sociedad Gestora before 1.00 p.m. (CET) of that same day. In the event of the absence of
this notification, the Sociedad Gestora will set the margin for those Series of Bonds as:
- Series A1 Bonds: 0.09%
- Series B Bonds: 0.25%
- Series C Bonds: 0.30%
- Series D Bonds: 0.50%
- Series E Bonds: 1.80%
At the same time the Sociedad Gestora will also notify the CNMV of the definitive
margins applicable, which will be registered in the disbursement certificate.
Formulae for calculating the interest of the Bonds
The Sociedad Gestora will calculate the interest accrued by each Bond, during each
Interest Accrual Period, in accordance with the following formula:
41
ni
I i = N i * ri *
360
where:
Ii Total amount of interest accrued by the Bond in the Interest Accrual Period.
Ni Receivable Nominal Balance of the Bond at the start of the Interest Accrual Period.
ri Nominal Interest Rate on an annual basis, calculated as the sum of the Reference
Interest Rate of the pertinent Interest Accrual Period plus the specified margin.
ni is the number of days in the Interest Accrual Period.
4.8.1 Interest payment and principal reimbursement dates
Interest on the Bonds, regardless of the Series to which they belong, will be paid by
quarters in arrears, on the 22nd day of February, May, August and November of each year
until the total maturity of the Bonds. If any of these days is not a Business Day, the
interest and principal for that quarter (except for the first Payment Date, which will be the
interest and principal for the time elapsed between the Disbursement Date and the first
Payment Date) will be paid the next Business Day (each of these dates, a “Payment
Date”). The first Payment Date will be 22 November 2007.
For the purposes of this Prospectus, business days (“Business Days”) are all those days
that are not non-business days on the TARGET (Trans European Automated Real-Time
Gross Settlement Express Transfer System) calendar.
In the event that on a Payment Date, and despite the mechanisms established for the
protection of the rights of the Bondholders, the Available Funds, as the latter are defined
in section 3.4.6.2 of the Additional Building Block, are not sufficient to pay all or part of
the interest accrued by the Bonds of any of the Classes, pursuant to the Priority of
Payment Order or the Liquidation Priority of Payment Order set forth in such sections
and in the event that the Available Funds only suffice to partially meet obligations that
rank in the same order of priority, the amount will be distributed among the Bonds
involved, in proportion to the Receivable Nominal Balance thereof, and any amounts that
the Bondholders have not been paid will be paid on the next Payment Date that this is
possible, without accruing default interest. Any payments not made to the Bondholders
will be made on the next Payment Date on which sufficient Available Funds exist to do
so, ranking immediately prior to the payments to the holders of Bonds of that same Series
corresponding to that period. The Fund, acting through its Sociedad Gestora, will not
postpone the payment of interest or principal of the Bonds later than their corresponding
Legal Maturity Date.
Any current or future withholdings, rates and taxes to which the capital, interest or yields
of the Bonds are subject will be for the sole account of their holders and, where
applicable, their corresponding amount will be deducted by the entity obliged to do so in
the legally established manner.
42
Payment will be made through CAJA MADRID, using IBERCLEAR and its participative
entities to distribute the amounts.
4.8.2 Calculation Agent
The agent responsible for calculating the Bond interest will be the Sociedad Gestora.
4.9. Bond maturity and redemption dates
4.9.1 Redemption price
The Bonds will be redeemed at 100% of their face value, that is to say, one hundred
thousand (100,000) euros per Bond, free of costs and taxes for the Bondholder.
4.9.2 Redemption Date
The Bond redemption dates will be the Payment Dates. The first Payment Date will be 22
November 2007.
4.9.3 Ordinary rules regarding redemption of the Class A, B, C, D and E Bonds
The redemption of the Class A Bonds will commence on the first Payment Date with the
partial redemption of the Series A1 Bonds. The first Payment Date on which the partial
redemption of the Series A2 Bonds will take place will be the Payment Date on which the
Series A1 Bonds are redeemed in full, except in the event described in section 4.9.4 of
this Securities Note. The first Payment Date on which the partial redemption of the
Series A3 Bonds will take place will be the Payment Date on which the Series A2 Bonds
are redeemed in full, except in the event described in section 4.9.4 of this Securities Note.
The redemption of the Class B Bonds will only commence when the Class A Bonds have
been redeemed in full, except in the case described in section 4.9.4 of this Securities
Note.
The redemption of the Class C Bonds will only commence when the Class A and B
Bonds have been redeemed in full, except in the case described in section 4.9.4 of this
Securities Note.
The redemption of the Class D Bonds will only commence when the Class A, B and C
Securities Note.
The redemption of the Class E Bonds will only commence when the Class A, B, C and D
Securities Note.
The redemption of the Class A, B, C, D and E Bonds will be conducted on a pro rata
basis among the Bonds of the same Class that are scheduled for redemption on each
Payment Date (as provided for below), by reducing the nominal amount, until it has been
completed.
43
The Class A, B, C, D and E Bonds will be redeemed on each Payment Date with the
Available Funds, by an amount equivalent to the lesser of the following amounts (the
“Amount Available for Redemption”):
(a) The positive difference on that Payment Date between (i) the Receivable Nominal
Balance of the Class A, B, C, D and E Bonds before the amount redeemed on that
Payment Date, and (ii) the Receivable Nominal Balance of the Non-Defaulted
Certificates for the last day of the Calculation Period immediately prior to the
month of the Payment Date in question; and
(b) The Available Funds on that Payment Date, after deducting the amounts of items
(1) to (8) in the Priority of Payment Order.
Consequently, in the event of Certificates whose Mortgage Loans are six (6) months or
more in arrears, or that, being less than six months in arrears, have been declared in
default by the Seller (the “Defaulted Certificates”) in the three (3) Calculation Periods
immediately prior to the Payment Date in question, (except for the first Payment Date, on
which the four (4) first Calculation Periods will be considered), the Class A, B, C, D and
E Bonds will be redeemed by an amount equal to their Outstanding Nominal Balance of
such Defaulted Certificates on the last day of the Calculation Period immediately prior to
the current Payment Date, plus the amounts due and uncollected in the three (3)
Calculation Periods immediately prior to the Payment Date in question (except for the
first Payment Date, on which the four (4) first Calculation Periods will be considered).
The Bonds will be redeemed using the Available Funds, always after paying any
obligations that rank before the redemption in the Priority of Payment Order or the
Liquidation Priority of Payment Order. Should there be Available Funds for making these
payments, the corresponding amounts will remain pending redemption until the
immediately next Payment Date on which there are Available Funds for making them.
Should it not be possible to substitute the Certificates, as stipulated in section 2.2.9 of the
Additional Building Block, the proceeds of the early redemption, by the Seller, of the
Certificates in question, will be applied to redemption of the Class A, B, C, D and E
Bonds on the next Payment Date, subject to the Priority of Payment Order or to the
Liquidation Priority of Payment Order.
4.9.4 Extraordinary rules for pro rata redemption of the Class A, B, C, D and E
Bonds
Notwithstanding the ordinary rules for the redemption of the Class A, B, C, D and E
Bonds set forth in section 4.9.3 of this Securities Note, the Amount Available for
Redemption will be distributed pro rata between the Classes A, B, C, D and/or E, in terms
of the proportion that the Receivable Nominal Balance of each Class represents with
regard to the Receivable Nominal Balance of the Classes A, B, C, D and E, whenever,
prior to the corresponding Payment Date, the following circumstances exist:
(1) To proceed to the redemption of Class B:
(i) the Receivable Nominal Balance of the Class B is equal to or greater than
3.70% of the sum of the Receivable Nominal Balance of the Classes A, B, C,
D and E,
44
(ii) the Receivable Nominal Balance of the Non-Defaulted Certificates, more
than 90 days in arrears, is less than 2.00% of the Receivable Nominal
Balance of the Non-Defaulted Certificates pooled in the Fund, both items
being measured on the last day of the Calculation Period immediately prior
to the Payment Date in question;
(iii) the Reserve Fund Required on the Payment Date in question has been fully
funded; and
(iv) the Receivable Nominal Balance of the Certificates on the last day of the
Calculation Period immediately prior to the Payment Date in question is
greater than or equal to 10% of the Receivable Nominal Balance of the
Certificates on the Date of Incorporation.
(2) To proceed to the redemption of Class C:
(i) the Receivable Nominal Balance of the Class C is equal to or greater than
D and E,
funded; and
(3) To proceed to the redemption of Class D:
(i) the Receivable Nominal Balance of the Class D is equal to or greater than
D and E,
funded; and
45
(4) To proceed to the redemption of Class E:
(i) the Receivable Nominal Balance of the Class E is equal to or greater than
D and E,
funded; and
The Series A1 Bonds, the Series A2 Bonds and the Series A3 Bonds will be redeemed on
a pro rata basis if, on a Payment Date, the Receivable Nominal Balance of the Defaulted
Certificates, exceeds 25% of the Receivable Nominal Balance of the Certificates on the
Date of Incorporation.
In such an event, the Amount Available for Redemption will be distributed pro rata in
terms of the proportion represented by the Receivable Nominal Balance of each Series.
4.9.5 Collection Dates, Collection Periods and Notification Dates
“Collection Date”, will be each of the dates on which that the Seller, as servicer of the
Mortgage Loans, will pay the amounts received from such Mortgage Loans into the
Treasury Account. CAJA MADRID will make its payments every Tuesday or, if it is not
a Business Day, the transfer will be made on the immediately next Business Day, unless
the payment intervals are modified in accordance with section 3.4.5.1 of the Additional
Building Block.
“Calculation Date” will mean the 20th day of each month, or if this is not a Business
Day, the immediately previous Business Day, when the Sociedad Gestora will calculate
the amount that the Seller should have delivered to it as the amounts received from the
Mortgage Loans during the previous Calculation Period. The first calculation date will be
20 August 2007.
“Calculation Period”, will mean a period that coincides with a calendar month.
Exceptionally the first Calculation Period will commence on the Date of Incorporation
46
and will end on the last day of the month of July 2007, while the last Calculation Period
will commence on the first day of the month on which the Fund is liquidated and the
Payment Date on which that liquidation takes place.
“Notification Date”, will mean the second (2nd) Business Day before each Payment Date
throughout the life of the Fund. On these dates, the Sociedad Gestora will notify the
amounts of principal and interest payable to the Bondholders, in the manner described in
section 4.1 of the Additional Building Block.
4.9.6 Early Redemption of the Bonds
Notwithstanding the obligation of the Fund, through its Sociedad Gestora, to redeem the
Bonds of each Series on the Legal Maturity Date or the partial redemptions on each
Payment Date, as established in the previous sections, the Sociedad Gestora will be
authorised to proceed with the early liquidation of the Fund and hence the early
redemption on a Payment Date, of the entire bond issue, in accordance with the events of
early liquidation and the requirements set forth in section 4.4.3 of the Registration
Document and subject to the Liquidation Priority of Payment Order.
4.10. Indication of the yield
The main characteristic of the Bonds is that their periodic redemption depends on the
aggregate behaviour of the Mortgage Loans.
The average life, yield, duration and final maturity of the Bonds of each Series depends
on diverse factors, the most significant of which are as follows:
a) The redemption system and calendar for each of the Mortgage Loans established in
the pertinent deeds or in the additional documentation furnished in relation thereto,
if subsequently amended by agreement between the parties.
b) The capacity of the Mortgagors to prepay, in full or in part, the Mortgage Loans
and the speed at which such early redemption takes place in aggregate over the life
of the Fund.
c) The floating interest rates that will apply to each of the Mortgage Loans, which
will cause the amount of each repayment instalment to vary.
d) Arrears of the Mortgagors in making the Mortgage Loan repayments.
In this regard, early redemptions of the Mortgage Loans by the Mortgagors are very
significant. The early redemptions are subject to continuous change and in this Prospectus
are estimated using several assumptions for the future behaviour of the constant annual
early redemption rate (“ERR”). This will have a direct bearing on the velocity at which
the Bonds are redeemed and hence on their average life and duration.
To calculate the data shown in the tables contained in this section, and in view of the
uncertain nature of many of the parameters, the following hypotheses have been assumed:
47
1. The Nominal Interest Rates applicable to the Series A1, A2, A3, B, C, D and E
Bonds, taking into account the three (3) month EURIBOR on 8 June 2007, that is to say,
4.176%, and supposing that the definitive margin applicable is set as 0.07% for the Series
A1 Bonds, 0.14% for the Series A2 Bonds, 0.19% for the Series A3 Bonds, 0.25% for the
Class B Bonds, 0.30% for the Class C Bonds, 0.50% for the Class D Bonds and 1.80%
for the Class E Bonds.
Nominal Interest Rate Series A1 Series A2 Series A3 Series B Series C Series D Series E
4.246% 4.316% 4.366% 4.426% 4.476% 4.676% 5.976%
Taking into account that, on the first Payment Date, the Reference Interest Rate will be
the rate that results from the linear interpolation between the four (4) month EURIBOR
rate and the five (5) month EURIBOR rate, pursuant to the provisions of section 4.8 of
this Securities Note, and since the four (4) month and five (5) month EURIBOR rate on 8
June 2007 are 4.226% and 4.265%, respectively and, therefore the interpolated Euribor is
4.230%, the Nominal Rate of Interest applicable to the Bonds of each Series on the first
Payment Date would be as follows:
Nominal Interest Rate Series A1 Series A2 Series A3 Series B Series C Series D Series E
4.300% 4.370% 4.420% 4.480% 4.530% 4.730% 6.030%
2. Weighted average interest rate of the Bonds: 4.353%, which has been obtained
using the three (3) month EURIBOR of 2 July 2007.
3. Arrears of more than thirty (30) days of the Certificates portfolio, with a recovery
period of six (6) months: 0.60% per annum.
4. Defaulted items of the Certificates portfolio: 0.30% per annum from January 2008,
with 85% of the stock of NPLs recovered one year later.
5. That the Bond Disbursement Date will be 18 July 2007.
6. The Sociedad Gestora will exercise the option relating to the early liquidation and
early redemption of the Bond issue, when the sum of the Receivable Nominal
Balance of the Mortgage Loans on the last day of the Calculation Period prior to
the Payment Date in question is less than 10% of the sum of the Receivable
Nominal Balance on the Date of Incorporation.
7. The expenses that the Fund must meet have been estimated as follows:
7,510,773.66 euros as Initial Expenses, 350,000 euros per annum as Ordinary
Expenses, 10,000 euros as Liquidation Expenses and no Extraordinary Expenses
have been considered. For these purposes, Initial Expenses, Ordinary Expenses,
Extraordinary Expenses and Liquidation Expenses will have meaning attributed to
them in section 3.4.6.5 of the Additional Building Block.
48
The average life, IRR, duration and final maturity of the Bonds at the aforementioned
ERR would be as follows:
ERR 15% ERR 17% ERR 20%

Average Life 0.83 0.75 0.66
IRR 4.39% 4.40% 4.40%
A1
Term 0.78 0.71 0.63
Call 10% 22-Nov-19 22-May-18 22-Nov-16
IRR 4.45% 4.45% 4.45%
A2
Term 3.65 3.27 2.83
Call 10% 22-Nov-19 22-May-18 22-Nov-16
Average Life 11.33 10.00 8.59
IRR 4.50% 4.50% 4.50%
A3
Term 8.56 7.77 6.87
Call 10% 22-Nov-19 22-May-18 22-Nov-16
IRR 4.57% 4.57% 4.57%
B
Term 6.46 5.96 5.26
Call 10% 22-Nov-19 22-May-18 22-Nov-16
IRR 4.62% 4.62% 4.62%
C
Term 6.44 5.95 5.25
Call 10% 22-Nov-19 22-May-18 22-Nov-16
IRR 4.83% 4.83% 4.83%
D
Term 6.38 5.89 5.21
Call 10% 22-Nov-19 22-May-18 22-Nov-16
IRR 6.20% 6.20% 6.20%
E
Term 5.98 5.55 4.93
Call 10% 22-Nov-19 22-May-18 22-Nov-16
The average life of the Bonds has been calculated with the following formula:
T
∑(B
n =1
n * mn )
1
A= *
C 12
where,
A= Average life expressed in years.
Bn = Principal to be redeemed of each Series of Bonds on each Payment

Date.
mn= Months between the Disbursement Date and each Payment Date.
n= 1,…,T. Payment Dates.
C= Original balance of each Series of Bonds.
49
The IRR of the Bonds has been calculated with the following formula:
T
N = ∑ an * (1 + I )
d
− ( 365
n
)
n =1
where,
N= Bond issue price.
I= IRR expressed as an annual rate, as a decimal fraction of one.
dn= Days between the Disbursement Date and each Payment Date.
an= a1,…,aT. Total amounts to be redeemed and/or interest that investors

will receive on each Payment Date.
n= 1,...,T. Payment Dates.
The duration of the Bonds has been calculated using the following formula (Macaulay
adjusted formula):
T
∑ ( Pn × VAn) 1
D = ×
n =1
PE (1 + I )
where,
D= Duration of each Series of Bonds expressed in years.
Pn = Time elapsed (in years) between the Disbursement Date and each
Payment Date.
VAn= Present value of the total amounts of principal and/or interest that
investors will receive every Payment Date, discounted on an annual
basis at the IRR rate of the Bond in question.
PE= Bond issue price.
I = IRR of the Bond in question, expressed as a decimal fraction of one.
n= 1,…,T. Payment Dates
Final maturity: for each of the Series, date on which the final redemption of the Bonds is
expected, assuming exercise of the option for early liquidation and early redemption
when the Receivable Nominal Balance of the Mortgage Loans on the last day of the
Calculation Period immediately prior to the Payment Date in question is less than 10% of
the Receivable Nominal Balance of the Certificates on the Date of Incorporation.
50
NOTE FOR THE INVESTOR:
The Sociedad Gestora declares that the information in the charts displayed below is only
given by way of example, and the amounts do not represent a specific obligation by the
Fund to make payments to third parties on the respective dates or in the periods to which
they refer. The figures have been drawn up on the hypothesis that the loan default and
repayment rates remain constant throughout the life of the Fund yet are actually subject to
constant change. Therefore any investor interested in knowing the payments that the
Fund is scheduled to make on each specific date must request the pertinent information
from the institutions authorized to distribute it, Sociedad Gestora, AIAF Market and
CNMV. Nevertheless, the information can also be requested through the Underwriting
Agents and other entities that operate on the secondary market.
51
52
53
54
55
56
57
SERIES E BONDS SERIES E BONDS SERIES E BONDS
Flows for each €100,000.00 without withholding for the holder Flows for each €100,000.00 without withholding for the holder Flows for each €100,000.00 without withholding for the holder
(Early redemption rate of 15%) (Early redemption rate of 17%) (Early redemption rate of 20%)
Payment Gross % Original % Current Payment Gross % Original % Current Payment Gross % Original % Current
Redemption Total Current Balance Redemption Total Current Balance Redemption Total Current Balance
Date Interest Balance Balance Date Interest Balance Balance Date Interest Balance Balance
18/07/2007 -100,000.00 100,000.00 18/07/2007 -100,000 100,000.00 18/07/2007 -100,000 100,000.00
22/11/2007 0.00 2,127.25 2,127.25 0.00% 100.00% 100,000.00 22/11/2007 0.00 2,127.25 2,127.25 0.00% 100.00% 100,000.00 22/11/2007 0.00 2,127.25 2,127.25 0.00% 100.00% 100,000.00
22/02/2008 0.00 1,527.20 1,527.20 0.00% 100.00% 100,000.00 22/02/2008 0.00 1,527.20 1,527.20 0.00% 100.00% 100,000.00 22/02/2008 0.00 1,527.20 1,527.20 0.00% 100.00% 100,000.00
22/05/2008 0.00 1,494.00 1,494.00 0.00% 100.00% 100,000.00 22/05/2008 0.00 1,494.00 1,494.00 0.00% 100.00% 100,000.00 22/05/2008 0.00 1,494.00 1,494.00 0.00% 100.00% 100,000.00
22/08/2008 0.00 1,527.20 1,527.20 0.00% 100.00% 100,000.00 22/08/2008 0.00 1,527.20 1,527.20 0.00% 100.00% 100,000.00 22/08/2008 0.00 1,527.20 1,527.20 0.00% 100.00% 100,000.00
24/11/2008 0.00 1,560.40 1,560.40 0.00% 100.00% 100,000.00 24/11/2008 0.00 1,560.40 1,560.40 0.00% 100.00% 100,000.00 24/11/2008 0.00 1,560.40 1,560.40 0.00% 100.00% 100,000.00
23/02/2009 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 23/02/2009 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 23/02/2009 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00
22/05/2009 0.00 1,460.80 1,460.80 0.00% 100.00% 100,000.00 22/05/2009 0.00 1,460.80 1,460.80 0.00% 100.00% 100,000.00 22/05/2009 0.00 1,460.80 1,460.80 0.00% 100.00% 100,000.00
24/08/2009 0.00 1,560.40 1,560.40 0.00% 100.00% 100,000.00 24/08/2009 0.00 1,560.40 1,560.40 0.00% 100.00% 100,000.00 24/08/2009 0.00 1,560.40 1,560.40 0.00% 100.00% 100,000.00
23/11/2009 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 23/11/2009 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 23/11/2009 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00
22/02/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 22/02/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 22/02/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00
24/05/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 24/05/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 24/05/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00
23/08/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 23/08/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 23/08/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00
22/11/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 22/11/2010 0.00 1,510.60 1,510.60 0.00% 100.00% 100,000.00 22/11/2010 5,937.42 1,510.60 7,448.02 5.94% 94.06% 94,062.58
22/02/2011 0.00 1,527.20 1,527.20 0.00% 100.00% 100,000.00 22/02/2011 0.00 1,527.20 1,527.20 0.00% 100.00% 100,000.00 22/02/2011 5,609.62 1,436.52 7,046.15 5.61% 88.45% 88,452.96
23/05/2011 0.00 1,494.00 1,494.00 0.00% 100.00% 100,000.00 23/05/2011 5,100.29 1,494.00 6,594.29 5.10% 94.90% 94,899.71 23/05/2011 5,296.90 1,321.49 6,618.39 5.30% 83.16% 83,156.06
22/08/2011 4,524.44 1,510.60 6,035.04 4.52% 95.48% 95,475.56 22/08/2011 4,841.70 1,433.56 6,275.25 4.84% 90.06% 90,058.02 22/08/2011 4,979.56 1,256.16 6,235.72 4.98% 78.18% 78,176.50
22/11/2011 4,315.49 1,458.10 5,773.59 4.32% 91.16% 91,160.07 22/11/2011 4,588.40 1,375.37 5,963.77 4.59% 85.47% 85,469.61 22/11/2011 4,672.83 1,193.91 5,866.74 4.67% 73.50% 73,503.67
22/02/2012 4,141.06 1,392.20 5,533.26 4.14% 87.02% 87,019.01 22/02/2012 4,375.69 1,305.29 5,680.98 4.38% 81.09% 81,093.92 22/02/2012 4,413.92 1,122.55 5,536.47 4.41% 69.09% 69,089.75
22/05/2012 3,971.55 1,300.06 5,271.62 3.97% 83.05% 83,047.46 22/05/2012 4,170.49 1,211.54 5,382.03 4.17% 76.92% 76,923.43 22/05/2012 4,166.89 1,032.20 5,199.09 4.17% 64.92% 64,922.86
22/08/2012 3,793.14 1,268.30 5,061.44 3.79% 79.25% 79,254.32 22/08/2012 3,957.72 1,174.77 5,132.50 3.96% 72.97% 72,965.71 22/08/2012 3,915.82 991.50 4,907.32 3.92% 61.01% 61,007.04
22/11/2012 3,616.67 1,210.37 4,827.05 3.62% 75.64% 75,637.64 22/11/2012 3,749.24 1,114.33 4,863.57 3.75% 69.22% 69,216.47 22/11/2012 3,673.07 931.70 4,604.77 3.67% 57.33% 57,333.97
22/02/2013 3,469.84 1,155.14 4,624.98 3.47% 72.17% 72,167.80 22/02/2013 3,574.69 1,057.07 4,631.76 3.57% 65.64% 65,641.79 22/02/2013 3,468.76 875.60 4,344.36 3.47% 53.87% 53,865.21
22/05/2013 3,327.11 1,066.21 4,393.32 3.33% 68.84% 68,840.69 22/05/2013 3,406.28 969.79 4,376.07 3.41% 62.24% 62,235.51 22/05/2013 3,273.80 795.80 4,069.61 3.27% 50.59% 50,591.41
22/08/2013 3,176.60 1,051.34 4,227.94 3.18% 65.66% 65,664.09 22/08/2013 3,231.34 950.46 4,181.81 3.23% 59.00% 59,004.16 22/08/2013 3,075.34 772.63 3,847.97 3.08% 47.52% 47,516.06
22/11/2013 3,027.67 1,002.82 4,030.49 3.03% 62.64% 62,636.42 22/11/2013 3,059.86 901.11 3,960.97 3.06% 55.94% 55,944.30 22/11/2013 2,883.38 725.67 3,609.05 2.88% 44.63% 44,632.68
24/02/2014 2,904.15 977.38 3,881.53 2.90% 59.73% 59,732.27 24/02/2014 2,916.75 872.95 3,789.71 2.92% 53.03% 53,027.55 24/02/2014 2,722.33 696.45 3,418.78 2.72% 41.91% 41,910.35
22/05/2014 2,784.07 862.65 3,646.72 2.78% 56.95% 56,948.21 22/05/2014 2,778.66 765.82 3,544.48 2.78% 50.25% 50,248.90 22/05/2014 2,568.63 605.27 3,173.90 2.57% 39.34% 39,341.72
22/08/2014 2,657.18 869.71 3,526.89 2.66% 54.29% 54,291.03 22/08/2014 2,634.94 767.40 3,402.34 2.63% 47.61% 47,613.95 22/08/2014 2,411.89 600.83 3,012.72 2.41% 36.93% 36,929.83
24/11/2014 2,531.56 847.16 3,378.72 2.53% 51.76% 51,759.46 24/11/2014 2,494.00 742.97 3,236.96 2.49% 45.12% 45,119.96 24/11/2014 2,260.24 576.25 2,836.49 2.26% 34.67% 34,669.59
23/02/2015 2,427.75 781.88 3,209.63 2.43% 49.33% 49,331.71 23/02/2015 2,376.78 681.58 3,058.36 2.38% 42.74% 42,743.18 23/02/2015 2,133.41 523.72 2,657.13 2.13% 32.54% 32,536.18
22/05/2015 2,326.80 720.64 3,047.44 2.33% 47.00% 47,004.92 22/05/2015 2,263.65 624.39 2,888.04 2.26% 40.48% 40,479.53 22/05/2015 2,012.37 475.29 2,487.66 2.01% 30.52% 30,523.81
24/08/2015 2,219.90 733.46 2,953.37 2.22% 44.79% 44,785.01 24/08/2015 2,145.68 631.64 2,777.32 2.15% 38.33% 38,333.85 24/08/2015 1,888.71 476.29 2,365.01 1.89% 28.64% 28,635.09
23/11/2015 2,114.02 676.52 2,790.55 2.11% 42.67% 42,670.99 23/11/2015 2,029.93 579.07 2,609.00 2.03% 36.30% 36,303.93 23/11/2015 1,769.01 432.56 2,201.58 1.77% 26.87% 26,866.08
22/02/2016 2,026.85 644.59 2,671.44 2.03% 40.64% 40,644.14 22/02/2016 1,934.01 548.41 2,482.42 1.93% 34.37% 34,369.92 22/02/2016 1,669.27 405.84 2,075.11 1.67% 25.20% 25,196.81
23/05/2016 1,942.06 613.97 2,556.03 1.94% 38.70% 38,702.08 23/05/2016 1,841.43 519.19 2,360.62 1.84% 32.53% 32,528.49 23/05/2016 1,574.05 380.62 1,954.68 1.57% 23.62% 23,622.76
22/08/2016 1,852.07 584.63 2,436.71 1.85% 36.85% 36,850.01 22/08/2016 1,744.67 491.38 2,236.05 1.74% 30.78% 30,783.82 22/08/2016 1,476.59 356.85 1,833.44 1.48% 22.15% 22,146.17
22/11/2016 1,762.89 562.77 2,325.67 1.76% 35.09% 35,087.12 22/11/2016 1,649.69 470.13 2,119.82 1.65% 29.13% 29,134.13 22/11/2016 22,146.17 338.22 22,484.38 22.15% 0.00% 0.00
22/02/2017 1,689.76 535.85 2,225.61 1.69% 33.40% 33,397.36 22/02/2017 1,571.29 444.94 2,016.23 1.57% 27.56% 27,562.84 22/02/2017 0.00 0.00 0.00 0.00% 0.00% 0.00
22/05/2017 1,618.60 493.41 2,112.02 1.62% 31.78% 31,778.76 22/05/2017 1,495.60 407.21 1,902.82 1.50% 26.07% 26,067.23 22/05/2017 0.00 0.00 0.00 0.00% 0.00% 0.00
22/08/2017 1,542.92 485.33 2,028.24 1.54% 30.24% 30,235.84 22/08/2017 1,416.33 398.10 1,814.42 1.42% 24.65% 24,650.91 22/08/2017 0.00 0.00 0.00 0.00% 0.00% 0.00
22/11/2017 1,467.86 461.76 1,929.62 1.47% 28.77% 28,767.98 22/11/2017 1,338.46 376.47 1,714.93 1.34% 23.31% 23,312.45 22/11/2017 0.00 0.00 0.00 0.00% 0.00% 0.00
22/02/2018 1,406.57 439.34 1,845.91 1.41% 27.36% 27,361.42 22/02/2018 1,274.45 356.03 1,630.48 1.27% 22.04% 22,037.99 22/02/2018 0.00 0.00 0.00 0.00% 0.00% 0.00
22/05/2018 1,346.92 404.24 1,751.15 1.35% 26.01% 26,014.50 22/05/2018 22,037.99 325.59 22,363.58 22.04% 0.00% 0.00 22/05/2018 0.00 0.00 0.00 0.00% 0.00% 0.00
22/08/2018 1,283.31 397.29 1,680.60 1.28% 24.73% 24,731.19 22/08/2018 0.00 0.00 0.00 0.00% 0.00% 0.00 22/08/2018 0.00 0.00 0.00 0.00% 0.00% 0.00
22/11/2018 1,220.19 377.69 1,597.89 1.22% 23.51% 23,511.00 22/11/2018 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2018 0.00 0.00 0.00 0.00% 0.00% 0.00
22/02/2019 1,168.87 359.06 1,527.93 1.17% 22.34% 22,342.12 22/02/2019 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2019 0.00 0.00 0.00 0.00% 0.00% 0.00
22/05/2019 1,118.92 330.08 1,449.01 1.12% 21.22% 21,223.20 22/05/2019 0.00 0.00 0.00 0.00% 0.00% 0.00 22/05/2019 0.00 0.00 0.00 0.00% 0.00% 0.00
22/08/2019 1,065.51 324.12 1,389.63 1.07% 20.16% 20,157.69 22/08/2019 0.00 0.00 0.00 0.00% 0.00% 0.00 22/08/2019 0.00 0.00 0.00 0.00% 0.00% 0.00
22/11/2019 20,157.69 307.85 20,465.54 20.16% 0.00% 0.00 22/11/2019 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2019 0.00 0.00 0.00 0.00% 0.00% 0.00
24/02/2020 0.00 0.00 0.00 0.00% 0.00% 0.00 24/02/2020 0.00 0.00 0.00 0.00% 0.00% 0.00 24/02/2020 0.00 0.00 0.00 0.00% 0.00% 0.00
22/05/2020 0.00 0.00 0.00 0.00% 0.00% 0.00 22/05/2020 0.00 0.00 0.00 0.00% 0.00% 0.00 22/05/2020 0.00 0.00 0.00 0.00% 0.00% 0.00
24/08/2020 0.00 0.00 0.00 0.00% 0.00% 0.00 24/08/2020 0.00 0.00 0.00 0.00% 0.00% 0.00 24/08/2020 0.00 0.00 0.00 0.00% 0.00% 0.00
23/11/2020 0.00 0.00 0.00 0.00% 0.00% 0.00 23/11/2020 0.00 0.00 0.00 0.00% 0.00% 0.00 23/11/2020 0.00 0.00 0.00 0.00% 0.00% 0.00
22/02/2021 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2021 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2021 0.00 0.00 0.00 0.00% 0.00% 0.00
24/05/2021 0.00 0.00 0.00 0.00% 0.00% 0.00 24/05/2021 0.00 0.00 0.00 0.00% 0.00% 0.00 24/05/2021 0.00 0.00 0.00 0.00% 0.00% 0.00
23/08/2021 0.00 0.00 0.00 0.00% 0.00% 0.00 23/08/2021 0.00 0.00 0.00 0.00% 0.00% 0.00 23/08/2021 0.00 0.00 0.00 0.00% 0.00% 0.00
22/11/2021 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2021 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2021 0.00 0.00 0.00 0.00% 0.00% 0.00
22/02/2022 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2022 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2022 0.00 0.00 0.00 0.00% 0.00% 0.00
23/05/2022 0.00 0.00 0.00 0.00% 0.00% 0.00 23/05/2022 0.00 0.00 0.00 0.00% 0.00% 0.00 23/05/2022 0.00 0.00 0.00 0.00% 0.00% 0.00
22/08/2022 0.00 0.00 0.00 0.00% 0.00% 0.00 22/08/2022 0.00 0.00 0.00 0.00% 0.00% 0.00 22/08/2022 0.00 0.00 0.00 0.00% 0.00% 0.00
22/11/2022 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2022 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2022 0.00 0.00 0.00 0.00% 0.00% 0.00
22/02/2023 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2023 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2023 0.00 0.00 0.00 0.00% 0.00% 0.00
22/05/2023 0.00 0.00 0.00 0.00% 0.00% 0.00 22/05/2023 0.00 0.00 0.00 0.00% 0.00% 0.00 22/05/2023 0.00 0.00 0.00 0.00% 0.00% 0.00
22/08/2023 0.00 0.00 0.00 0.00% 0.00% 0.00 22/08/2023 0.00 0.00 0.00 0.00% 0.00% 0.00 22/08/2023 0.00 0.00 0.00 0.00% 0.00% 0.00
22/11/2023 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2023 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2023 0.00 0.00 0.00 0.00% 0.00% 0.00
22/02/2024 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2024 0.00 0.00 0.00 0.00% 0.00% 0.00 22/02/2024 0.00 0.00 0.00 0.00% 0.00% 0.00
22/05/2024 0.00 0.00 0.00 0.00% 0.00% 0.00 22/05/2024 0.00 0.00 0.00 0.00% 0.00% 0.00 22/05/2024 0.00 0.00 0.00 0.00% 0.00% 0.00
22/08/2024 0.00 0.00 0.00 0.00% 0.00% 0.00 22/08/2024 0.00 0.00 0.00 0.00% 0.00% 0.00 22/08/2024 0.00 0.00 0.00 0.00% 0.00% 0.00
22/11/2024 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2024 0.00 0.00 0.00 0.00% 0.00% 0.00 22/11/2024 0.00 0.00 0.00 0.00% 0.00% 0.00
100,000.00 49,548.59 149,548.59 100.00% 100,000.00 44,838.63 144,838.63 100.00% 100,000.00 38,644.77 138,644.77 100.00%
58
4.11. Representation of the Bondholders
No Bondholder Syndicate will be set up, and the Bondholders will be represented by the
Sociedad Gestora in accordance with the provisions of article 12 of Royal Decree
926/1998. Consequently, the Sociedad Gestora must subordinate its actions to
safeguarding the interests of the Bondholders and the rest of the Fund's creditors.
4.12. Resolutions, authorisations, and approvals for the Bond issue
The resolutions and agreements under which these Bonds are issued, the validity whereof
is material through the certifications sent to the CNMV, are as detailed below.
4.12.1 Corporate resolutions
4.12.1.1. Resolution to sell mortgage loans through the issue of mortgage loan
certificates
At the meeting held on 11 June 2007, the Executive Committee of CAJA

MADRID resolved to authorise the sale of mortgage guarantee loans owned by
CAJA MADRID through the issue of mortgage transfer certificates for their
pooling or subscription by the Fund.
4.12.1.2. Resolution to incorporate the Fund and issue the Bonds
At the meeting held on 19 April 2007, the Board of Directors of the Sociedad
Gestora, resolved to (i) incorporate the Fund, (ii) pool the Certificates in the
Fund, and (iii) issue the Bonds.
4.12.2 Registration by the CNMV
The incorporation of the Fund and the issue of the Bonds are subject to the prerequisite of
this Prospectus and other statutory documents being filed at the Official Register of the
CNMV, pursuant to the provisions of article 5.1.e) of Royal Decree 926/1998.
This Prospectus was registered by the CNMV in its Official Register on 10 July 2007.
4.12.3 Granting of the Public Deed of Incorporation for the Fund
Once the CNMV has registered the Prospectus and before the start of the Subscription
Period, the Sociedad Gestora and CAJA MADRID, as issuer of the Certificates to be
subscribed by the Fund, will proceed to grant the Deed of Incorporation on the first
Business Day following the date of registration of this Prospectus. A copy of the Deed of
Incorporation will be sent to the CNMV for their registration in the public register, and its
contents will match the contents of this Prospectus and of the draft Deed of Incorporation
filed with the CNMV. Under no circumstances will the terms of the Deed of
Incorporation contradict, modify, alter or render null and void the contents of such copy.
59
4.13. Bond issue date
The Bond issue date will coincide with the date on which the Deed of Incorporation is
granted, in other words, 11 July 2007.
The Bonds will be issued in order to be acquired by qualified investors.
The Bonds will be disbursed on 18 July 2007 (the “Disbursement Date”) at the price of
100% of the nominal unit value.
Investors to whom the Bonds have been allotted must pay the Underwriting and
Placement Agents before 9.30 a.m. (CET), of the Disbursement Date, for value
that same day, the issue price of each Bond allotted thereto.
4.14. Restrictions on the free transferability of the Bonds
The Bonds are freely transferable and can be transmitted through any legally permissible
means and in accordance with the AIAF rules. Registration of the transfer to the
purchaser in the accounting register will have the same effects as the trading of shares,
and from that moment onwards the transfer can be relied upon as against third parties.
5. ADMISSION TO TRADING AND DEALING ARRANGEMENTS
5.1. Market where the Bonds will be traded
The Sociedad Gestora, for and on behalf of the Fund, will apply to have this Bond issue
admitted to official trading, once the Fund has been incorporated and Disbursement has
taken place, on the AIAF Fixed Income Market (“AIAF”) so that the Bonds can be traded
no later than one (1) month after the Disbursement Date.
If the Sociedad Gestora fails to have the Bonds admitted to trading in the aforementioned
time frame, it will notify the CNMV accordingly and publish, in a nationwide newspaper,
both the reasons for such failure and the new date on which the Bonds are scheduled to be
admitted to trading, without prejudice to the possibility for the Sociedad Gestora to be
held contractually liable if the failure is attributable to it.
Moreover, the Sociedad Gestora, for and on behalf of the Fund, will request the inclusion
of the Bonds in the accounting register managed by IBERCLEAR, so that they are
cleared and settled in accordance with the operating rules applicable to AIAF-listed
Bonds established, or to be approved in the future by IBERCLEAR.
The Sociedad Gestora hereby declares that it knows the requirements and conditions
necessary for listing, quotation and delisting of Bonds in the AIAF according to the
applicable laws and the requirements of its ruling body and agrees to comply with the
same.
60
5.2. Financial Agent and Depository Agent
The payment of interest and principal for the Bond issue referred to in this Securities
Note will be handled by CAJA MADRID, which has the resources to carry out this
function.
The interest and/or the principal of the Bonds of each Series will be paid until the final
redemption thereof in Interest Accrual Periods in arrears, on each of the Payment Dates,
in accordance with the conditions set forth in sections 4.8 and 4.9 supra of this Securities
Note.
The Sociedad Gestora, on behalf of and for the account of the Fund, will enter, with
CAJA MADRID into a contract that regulates the deposit of the Certificates, the Treasury
Account and the financial servicing of the Bond issue (“Financial Services Contract”).
The obligations to be assumed by CAJA MADRID as paying agent under this Financial
Services Contract are as summarised below:
(i) On the Disbursement Date, and following instructions of the Sociedad Gestora, pay
to each of the Underwriting and Placement Agents the amount of the underwriting
and distribution fee owing to each of them, unless they have deducted such fee
upon delivering the underwritten amount.
(ii) Make the Bond interest and redemption payments, and any others to the pertinent
entities, on the corresponding Payment Date, after receiving appropriate
instructions from the Sociedad Gestora.
(iii) On each of the Fixing Dates, notify the Sociedad Gestora of the Reference Interest
Rate that will serve as the basis for calculating the Nominal Interest Rate
applicable to each Series of the Bonds for each pertinent Interest Accrual Period.
Furthermore, Caja Madrid will act as the depository of the Multiple Certificate and of the
Treasury Account.
The Financial Services Contract will terminate on the date that the Fund is liquidated.
The Sociedad Gestora is authorised to substitute the Financial Agent (in all or some of its
duties as the servicer of the Treasury Account, paying agency or depository of the
Multiple Certificate), provided that this is permitted under current law and, if and when
necessary, the authorisation of the competent authorities is obtained. The grounds that
give rise to the substitution must be a serious breach of its obligations who be liable to
harm the interests of the Bondholders. The substitution will be reported to the CNMV, the
Rating Agencies and the Seller, and the substituted Financial Agent must bear all the
costs incurred in such substitution.
Financial Agent rating change events
For the purposes of complying with the Criteria of Fitch, Moody’s and S&P, the
Financial Agent will give an irrevocable undertaking to notify the Sociedad Gestora, as
soon as such circumstance occurs, throughout the life of the Bond Issue, if the ratings
61
assigned to its long and short term non-subordinated and unsecured debt by the Rating
Agencies are modified, withdrawn or suspended.
Fitch's and Moody’s Criteria
In the event that the rating of the Financial Agent’s non-subordinated and unsecured
short-term debt is downgraded below F1 (Fitch) or P-1 (Moody’s), within the thirty (30)
days following such downgrading the Sociedad Gestora, on behalf of the Fund, and after
notifying these Rating Agencies, will put into practice one of the options that are
described below and are necessary, to permit an appropriate level of collateralisation to
be maintained with respect to the commitments derived from the duties set forth in the
Financial Services Contract:
(i) Obtain from the Financial Agent, issued by a credit institution with a rating equal
to or higher than F1 (Fitch) and P-1 (Moody’s), or another explicitly recognised by
these Rating Agencies, an unconditional first demand bank guarantee and waiving
the benefit of surety, to guarantee the obligations of Financial Agent under the
Financial Services Contract, or else
(ii) Substitute the Financial Agent with another credit institution with a minimum
rating of F1 (Fitch) and P-1 (Moody’s), or another explicitly recognised by these
Rating Agencies, contracting the maximum yield possible for the balances of the
Treasury Account.
(iii) Should options (i) and (ii) above not be possible, obtain from the Financial Agent
or from a third party, collateral security in favour of the Fund on financial assets
rated P-1 (Moody’s). In the case of Fitch, the rating must be equal to or higher than
F1 if the assets mature in or in less than thirty (30) days, or equal to or higher than
F1+ if the assets mature in or in more than thirty (30) days. In any case, the
collateral must be for an amount sufficient to guarantee the commitments set forth
in the Financial Services Contract.
S&P’s criteria
Moreover, according to the updated S&P counterparty criterion “Revised Framework For
Applying Counterparty And Supporting Party Criteria” published on 8 May 2007, should
the rating of the Financial Agent be downgraded, at any moment throughout the lifetime
of the Bond issue, to A-2 (S&P), it will become a Financial Agent ineligible for the
transaction and must, within a maximum of sixty (60) Business Days:
(iii) Substitute the ineligible Financial Agent with another credit institution with a
rating of at least A-1 (S&P), or else
(ii) Obtain from a financial institution deemed appropriate by S&P, with a rating of at
least A-1 (S&P), a first demand bank guarantee to guarantee the obligations of the
ineligible Financial Agent under the Financial Services Contract.
(iii) Moreover, if the preceding options (i) and (ii) are not possible in the terms
stipulated, invest the balances in short-term fixed interest assets in euros issued by
62
financial institutions whose short-term debt is rated at least A-1 (S&P), for periods of less
than sixty (60) Business Days (always maturing before the next Bond Payment Date).
The balances may be invested for periods of more than sixty (60) Business Days and less
than as determined by the next Bond Payment Date provided that a clause is included that
stipulates that such investment must be cancelled within a maximum of sixty (60)
Business Days of the rating being downgraded.
Any replacement, guarantee or investment will be subject to confirmation of the Bond

rating by S&P. All the costs incurred in any of the actions defined above will be for the
account of the ineligible counterparty.
6. EXPENSE OF THE ADMISSION TO TRADING
The Initial Expenses will be paid with the amount of the first drawdown of the
Subordinated Loan, as detailed in section 3.4.3.2 of the Additional Building Block. In this
regard, there follows a breakdown of the Fund's estimated expenses as at this registration
date:
Fund formation expenses and Bond issue expenses Euros
Registration of the Prospectus with the CNMV 39,813.66
Supervision of the admission to trading by the CNMV 9,180.00
AIAF Market listing fee 52,200.00
Inclusion of the issue in the book entry system, IBERCLEAR 4,060.00
Subtotal (admission to trading expenses) 105,253.66
Notary fees, audit, rating and legal fees, advertising of the issue, 605,520
printing and others
Bond issue underwriting and placement fees 3,600,000*
Premiums derived from the Option Agreements 3,200,000*
Total expenses 7,510,773.66
* The information in the table above has been calculated by taking into consideration the
maximum amounts of the Bond issue underwriting and placement fees and of the
premiums derived from the Option Agreements, and therefore the total reflects the
maximum amount of the Fund formation and Bond issue expenses that would potentially
be incurred by the Fund.
63
7. ADDITIONAL INFORMATION
7.1. Statement of the capacity in which the advisors involved in the issue that are
mentioned in the Securities Note have acted
1. The financial structure of the Fund and the Bond issue has been arranged by CAJA
MADRID.
2. Uría Menéndez y Cia., Abogados, S.C., as independent advisor, has acted as the
legal advisor on the incorporation of the Fund and the issue of the Bonds and has
reviewed the representations relative to the tax treatment of the Bonds and of the
Fund that are set forth in section 4.5.1 of the Registration Document.
7.2. Other information in the Securities Note that has been audited or reviewed by the
auditors
Not applicable.
7.3. Statements or reports attributed to a person as an expert
KPMG is acting as auditor for the verification of a series of attributes of the selection of
mortgage loans owned by CAJA MADRID from which the Mortgage Loans will be
incorporation.
7.4. Information sourced from third parties
As part of the tasks involved in checking the information contained in this Prospectus, the
Sociedad Gestora has received confirmation from CAJA MADRID that the information
about CAJA MADRID, the Mortgage Loans and the Certificates that is given in section
2.2.8 of the Additional Building Block is true, and that the rest of the information about
CAJA MADRID, the Mortgage Loans and the Certificates that is contained in this
Prospectus is also true. In the Deed of Incorporation of the Fund, CAJA MADRID will
repeat to the Sociedad Gestora that such information remains true on the Date of
Incorporation.
The Sociedad Gestora confirms that it has accurately reproduced the information that it
has received from CAJA MADRID and, insofar as it knows and can tell from such
information received from CAJA MADRID, confirms that it has not omitted any fact that
might result in the information reproduced being inaccurate or misleading, nor does this
Prospectus omit material facts or data that could be significant for the investor.
7.5. Credit ratings assigned by the Rating Agencies
The Bonds included in this Securities Note have been assigned, prior to the registration of
this Prospectus, the following ratings by the Rating Agencies.
64
Bonds S&P Fitch Moody’s
A1 Bonds AAA AAA Aaa
Class B Bonds AA AA Aa2
Class C Bonds A A A2
Class D Bonds BBB BBB Baa2
Class E Bonds BB BB Ba3
The ratings assigned by S&P measure the capacity of the Fund to timely pay interest on
each scheduled Payment Date and repay the principal throughout the transaction and, in
any event, before the Legal Maturity Date.
The ratings awarded by Fitch are an opinion of about the capacity of the Fund to timely
pay interest throughout the transaction and repay the principal before the Legal Maturity
Date, in accordance with the conditions stipulated in Prospectus. According to the
Prospectus, the payment of interest of the Series B, C, D and E Bonds will be deferred in
certain circumstances. This means that interest might not be received in respect of these
Bonds during a certain period of time if the delay trigger is reached, with such
circumstance not being considered an event of default on payment of the Bonds.
The ratings assigned by Moody’s measure the loss expected before the Legal Maturity
Date. In Moody’s opinion, the structure permits the timely payment of the interest and the
payment of the principal throughout the transaction and, in any case, before the Fund's
Legal Maturity Date.
The ratings assigned by the Rating Agencies do not constitute an evaluation of the
likelihood of the Mortgagors repaying capital early, or of the extent to which such early
repayments differ from those originally estimated. In no way do the ratings represent a
rating of the level of actuarial yield.
The assigned ratings, as well as any revision or suspension thereof:
(i) are formulated by the Rating Agencies on the basis of varied information received,
the accuracy and completeness of which is not guaranteed by the Rating Agencies, and
therefore the Rating Agencies will in no event be held liable for the contents thereof; and
(ii) do not constitute and, therefore, could not in any way be interpreted as an
invitation, recommendation or solicitation for investors to proceed to carry out any type
of transaction with the Bonds and, in particular, to acquire, retain, encumber or sell such
65
Bonds. The final ratings may be revised, suspended or withdrawn at any time by the
Rating Agencies, depending on any information that comes to their knowledge. Such
situations, which will not constitute events of early liquidation, will be notified
immediately both to the CNMV and the Bondholders.
To perform the rating and monitoring process, the Rating Agencies rely on the accuracy
and completeness of the information that they are given by the Seller, the Sociedad
Gestora, the Arranger, the Auditors and the legal advisors.
These credit ratings does not constitute a recommendation to buy, sell or hold Bonds. The
credit rating may be revised, suspended or withdrawn at any time by the rating agency.
These credit ratings are only an estimate and do not necessarily mean that potential
investors do not have to conduct their own analysis of the Bonds that they intend to buy.
The Prospectus submitted for filing and registration at the CNMV is exactly the same as
the Prospectus delivered to the Rating Agencies.
66
ADDITIONAL BUILDING BLOCK TO THE SECURITIES NOTE
(ANNEX VIII TO REGULATIONS 809/2004)
1. BONDS
1.1. Minimum amount of the issue
The mortgage transfer certificates that will be pooled in the Fund at the time of its
incorporation will consist of an amount of principal valued at three thousand million
(3,000,000,000) euros or slightly less (the “Certificates”).
The Sociedad Gestora considers, taking into account the information about the loans of
the audited portfolio facilitated by Caja Madrid, that on the Incorporation date, the
Receivable Nominal Balance of such loans will be sufficient to pool in the Fund
Certificates for the amount set forth in the previous paragraph.
1.2. Confirmation that the information relating to an undertaking or obligor which is

not involved in the issue has been accurately reproduced
Not applicable.
2. UNDERLYING ASSETS
2.1. Confirmation that the securitised assets have the capacity to produce the funds
payable on the Bonds
The Sociedad Gestora confirms that the Certificates will be backed by the Mortgage
Loans, are of characteristics (amount, term, interest rate, mortgage guarantees, etc.) that
demonstrate the capacity to produce funds to make the payment owed and payable on the
Bonds, payments which will be made in accordance with the Priority of Payment Order or
the Liquidation Priority of Payment Order and the subordination that exists between the
different Classes.
However, in order to consolidate its financial structure and procure the largest possible
coverage for the risks inherent to the issue, the Sociedad Gestora, on behalf of the Fund,
will proceed on the same date as on which it grants the Deed of Incorporation, to
formalise the contracts and carry out the actions that are stipulated in section 3.4.2 of this
Additional Building Block.
Also, since not all of the Bonds are subject to the same risk of default, the Rating
Agencies have assigned each of the Classes the provisional solvency ratings set forth in
section 7.5 of the Securities Note.
Notwithstanding the foregoing, the Sociedad Gestora, after notifying the CNMV, will be
authorised to proceed to the early liquidation of the Fund and hence the early redemption
in the events and with the requirements set forth in section 4.4.3 of the Registration
Document.
67
The Sociedad Gestora gives the information set forth in the previous paragraphs on the
basis of the representations made by the Seller with respect to the Credit Rights, that are
listed in section 2.2.8 of the Additional Building Block, of all the information supplied by
the Seller about each mortgage loan liable to be sold, of the Audit Report, and of the
valuation arising from the provisional ratings assigned to the Bonds by the Rating
Agencies.
2.2. Assets backing the issue
The Certificates constituting the Fund assets will only be credit rights owned by CAJA
MADRID, derived from mortgage loans granted by CAJA MADRID to individuals,
secured by first-class mortgages raised on finished property located in Spanish territory
valued by a valuation company, whose authorisation has been subject to Spanish
legislation for an amount of three thousand million (3,000,000,000) euros or slightly less
(the “Mortgage Loans”).
The Mortgage Loans will be transferred by the CAJA MADRID to the Fund by issuing
Certificates in accordance with the individual characteristics of each Mortgage Loan.
On the Date of Incorporation, the Certificates that CAJA MADRID will issue and the
Fund will subscribe will be withdrawn from the loans in the portfolio audited as at 6 June
2007, which consists of 17,733 mortgage loan with a Receivable Nominal Balance of
Euros 3,288,190,061.43.
KPMG, whose details are included in section 5.2 of the Registration Document, has
produced an audit report for the Sociedad Gestora regarding certain attributes of the
Mortgage Loans from which Certificates are going to be issued for their pooling in the
Fund, in order to comply with the provisions of article 5 of Royal Decree 926/1998 (the
“Audit Report”).
This Audit Report addresses a series of quantitative and qualitative attributes of the loans,
in particular: purpose of the loans, identification of the borrowers, date signed, maturity
date, reference interest rate, current interest rate, interest rate differential, initial amount
of the loans, current balance of the loans, payment arrears, appraised value, current LTV
value, address of the mortgaged property, mortgage security, officially subsidised housing
and transferability of the loans.
This Audit Report has been based on a selection of mortgage loans taken from the 17,733
mortgage loans, with a Receivable Nominal Balance as at 6 June 2007 of Euros
3,288,190,061.43, that form the audited portfolio, using sampling techniques, which are a
generally accepted method for verifying an entity's records relating to a group of items
(“population”), and make it possible to draw a conclusion about that population through
the analysis of a smaller number of items (“sample”) than the total population. The
confidence level indicates the probability that the actual number of items with deviations
from a pattern existing in a population will not exceed a predefined limit (“accuracy”).
If the audit detects errors in any of the mortgage loans in the CAJA MADRID's
portfolios, those loans will not be sold on the Date of Incorporation.
68
2.2.1 Legal jurisdiction by which the pool of assets is governed
The Certificates will be issued in accordance with the laws of Spain.
2.2.2 General characteristics of the Mortgagors
The Fund's assets will consist of the Certificates, which represent participations in loans
granted for the acquisition of a finished dwelling located in Spanish territory, whose
mortgagors are natural persons (the “Mortgagors”), all of which are secured by a real
estate mortgage duly registered at the Land Registry.
The details of the most significant characteristics of the selected mortgage loans are
described throughout section 2 of this Additional Building Block.
The tables below show the distribution of the mortgage loans that make up the audited
portfolio by maturity term date, contracted date, outstanding principal balance/appraised
value ratio, reference rate, current balance, current interest rate, reference rate and
margin, geographical location, date of the next rate reset and default. These tables have
been produced with information as at 6 June 2007.
69
Prepared with information as at 06/06/2007
MADRID RMBS III, FTA

(Division by Maturity Term)
ORIGINAL MATURITY MATURITY TERM CURRENT RATE

MATURITY TERM CURRENT BALANCE IN CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY Min. CURRENT Max. CURRENT
NUM
MONTHS EUROS BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT RATE RATE
(months) (months) BALANCE
120.00 - 132.00 1 66,020.49 0.00 156 122 4.630 4.625 4.625

144.00 - 156.00 12 702,842.52 0.02 191 150 5.300 4.775 5.750
156.00 - 168.00 13 946,438.68 0.03 212 162 5.130 4.400 5.500
168.00 - 180.00 42 3,301,949.74 0.10 230 176 5.490 4.399 6.250
180.00 - 192.00 125 9,702,659.86 0.30 239 186 5.460 4.364 6.253
192.00 - 204.00 173 16,752,784.56 0.51 240 197 5.440 2.750 6.256
204.00 - 216.00 167 16,667,932.91 0.51 248 210 5.370 4.449 6.250
216.00 - 228.00 304 27,524,477.23 0.84 271 222 5.280 4.254 6.253
228.00 - 240.00 283 29,809,096.78 0.91 288 235 5.240 3.500 6.250
240.00 - 252.00 497 55,763,152.48 1.70 299 246 5.260 4.364 6.250
252.00 - 264.00 908 126,264,733.24 3.84 300 259 5.300 3.500 6.253
264.00 - 276.00 782 120,262,355.51 3.66 300 270 5.070 3.500 6.253
276.00 - 288.00 948 147,715,127.94 4.49 301 282 5.070 3.250 6.253
288.00 - 300.00 252 39,903,926.24 1.21 311 291 4.840 2.750 6.125
300.00 - 312.00 179 23,669,092.05 0.72 353 306 5.110 4.399 6.094
312.00 - 324.00 590 92,311,471.72 2.81 358 319 5.190 4.189 6.125
324.00 - 336.00 1,744 312,978,694.94 9.52 360 331 5.100 3.000 6.250
336.00 - 348.00 5,992 1,174,074,681.05 35.71 360 343 5.030 3.000 6.625
348.00 - 360.00 1,741 371,562,080.22 11.30 360 349 4.960 2.750 6.375
360.00 - 372.00 3 985,627.17 0.03 377 365 4.560 4.254 5.356
372.00 - 384.00 9 1,973,206.67 0.06 392 379 4.630 4.189 5.606
384.00 - 396.00 17 3,120,245.52 0.09 401 388 4.780 4.189 5.390
396.00 - 408.00 323 72,659,259.41 2.21 420 406 4.560 4.189 5.856
408.00 - 420.00 263 58,284,139.21 1.77 420 409 4.400 2.750 5.921
420.00 - 432.00 9 1,789,586.77 0.05 440 427 4.470 4.189 4.844
432.00 - 444.00 15 3,274,629.78 0.10 452 438 4.550 4.189 5.606
444.00 - 456.00 33 8,119,688.30 0.25 463 450 4.420 4.189 5.125
456.00 - 468.00 1,090 265,664,454.30 8.08 480 466 4.480 4.189 5.606
468.00 - 480.00 1,218 302,339,706.14 9.19 480 470 4.250 2.750 5.364
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 2.750 6.625
70

(Division by Date of Formalization)

CURRENT BALANCE IN CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY Min. CURRENT Max. CURRENT
CONTRACTED DATE NUM
EUROS BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT RATE RATE
1997 1 58,733.11 0.00 360 235 5.000 5.000 5.000

1998 4 282,650.80 0.01 347 240 5.500 5.500 5.500
1999 8 514,377.38 0.02 340 245 5.210 4.750 5.560
2000 163 11,149,286.82 0.34 304 222 5.390 4.510 6.250
2001 214 17,708,705.17 0.54 312 240 5.250 4.575 6.250
2002 640 64,128,740.11 1.95 304 245 5.280 4.399 6.250
2003 1,101 138,063,989.95 4.20 313 266 5.240 4.349 6.253
2004 2,007 306,348,543.97 9.32 326 291 5.160 2.750 6.256
2005 4,755 870,431,393.29 26.47 349 326 5.060 3.000 6.625
2006 8,840 1,879,503,640.83 57.16 397 384 4.770 2.750 6.594
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 2.750 6.625
71

(Division by Current Balance/Appraisal Ratio)
ORIGINAL MATURITY MATURITY TERM CURRENT RATE CURRENT BALANCE/

CURRENT BALANCE/
CURRENT BALANCE IN CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY APPRAISED VALUE Min. CURRENT Max. CURRENT
APPRAISED VALUE NUM
EUROS BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT RATIO WEIGHTED BY RATE RATE
RATIO
(months) (months) BALANCE CURRENT BALANCE
0.00 - 5.00 1 113.47 0 300 249 5.380 0.08 5.375 5.375

50.00 - 55.00 3 588,276.97 0.02 407 394 4.820 51.88 4.564 5.421
55.00 - 60.00 2 183,116.09 0.01 258 214 5.850 58.56 5.354 6.125
60.00 - 65.00 3 459,014.27 0.01 317 298 4.830 62.58 4.621 5.049
65.00 - 70.00 1 215,862.44 0.01 360 329 5.000 67.75 5.003 5.003
70.00 - 75.00 1 116,229.84 0 360 350 4.420 71.53 4.421 4.421
75.00 - 80.00 8 1,968,685.09 0.06 394 378 4.540 77.71 4.189 4.906
80.00 - 85.00 5,423 957,467,141.70 29.12 369 351 4.790 83.79 2.750 6.250
85.00 - 90.00 1,945 296,376,829.82 9.01 349 319 4.990 87.66 2.750 6.256
90.00 - 95.00 3,087 533,213,996.28 16.22 354 327 5.020 92.82 2.750 6.253
95.00 - 100.00 7,259 1,497,600,795.46 45.54 383 366 4.950 98.15 2.750 6.625
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 92.13 2.750 6.625
72

(Division by Current Balance)

AVERAGE
CURRENT BALANCE IN CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY Min. CURRENT Max. CURRENT
CURRENT BALANCE IN EUROS NUM CURRENT
EUROS BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT RATE RATE
BALANCE
0.00 - 50,000.00 154 6,390,441.58 0.19 278 226 5.400 41,496.37 4.250 6.250
50,000.00 - 100,000.00 1824 146,535,217.20 4.46 310 269 5.230 80,337.29 2.750 6.375
100,000.00 - 150,000.00 3584 455,043,541.13 13.84 335 307 5.100 126,965.27 2.750 6.253
150,000.00 - 200,000.00 5150 907,054,766.65 27.59 360 338 4.980 176,127.14 2.750 6.594
200,000.00 - 250,000.00 4348 966,684,095.99 29.40 384 367 4.890 222,328.45 2.750 6.250
250,000.00 - 300,000.00 1761 477,246,321.29 14.51 400 386 4.770 271,008.70 2.750 6.250
300,000.00 - 350,000.00 540 173,643,954.61 5.28 407 394 4.660 321,562.88 2.750 6.625
350,000.00 - 400,000.00 219 81,967,408.13 2.49 404 390 4.600 374,280.40 4.189 6.125
400,000.00 - 450,000.00 84 35,321,393.61 1.07 406 392 4.530 420,492.78 2.750 5.250
450,000.00 - 500,000.00 35 16,640,766.88 0.51 391 377 4.550 475,450.48 4.189 5.253
500,000.00 - 550,000.00 12 6,255,321.70 0.19 430 417 4.590 521,276.81 4.189 5.856
550,000.00 - 600,000.00 6 3,507,425.83 0.11 380 359 4.580 584,570.97 4.375 4.875
600,000.00 - 650,000.00 3 1,903,988.30 0.06 360 346 4.620 634,662.77 4.484 4.806
650,000.00 - 700,000.00 5 3,396,297.42 0.10 396 381 4.460 679,259.48 4.189 4.625
700,000.00 - 750,000.00 3 2,206,392.34 0.07 340 327 4.420 735,464.11 4.314 4.594
750,000.00 - 800,000.00 3 2,361,703.53 0.07 440 424 4.490 787,234.51 4.254 4.714
900,000.00 - 950,000.00 1 909,556.41 0.03 300 287 4.930 909,556.41 4.925 4.925
1,100,000.00 - 1,150,000.00 1 1,121,468.83 0.03 300 289 4.250 1,121,468.83 4.254 4.254
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 185,427.74 2.750 6.625
73

(Division by Current Interest Rate)

CURRENT INTEREST CURRENT BALANCE CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY Min. CURRENT Max. CURRENT
NUM
RATE IN EUROS BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT RATE RATE
2.50 - 3.00 60 14,085,380.42 0.43 467 461 2.750 2.750 2.750

3.00 - 3.50 12 2,371,308.44 0.07 350 325 3.190 3.000 3.250
3.50 - 4.00 68 12,636,480.21 0.38 313 281 3.600 3.500 3.950
4.00 - 4.50 3,424 811,442,268.59 24.68 444 431 4.370 4.000 4.499
4.50 - 5.00 5,010 929,700,452.98 28.27 356 336 4.760 4.500 4.999
5.00 - 5.50 6,753 1,141,669,348.71 34.72 344 320 5.210 5.000 5.499
5.50 - 6.00 2,025 323,831,268.91 9.85 338 311 5.640 5.500 5.951
6.00 - 6.50 379 51,972,697.22 1.58 320 292 6.110 6.000 6.375
6.50 - 7.00 2 480,855.95 0.01 360 342 6.610 6.594 6.625
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 2.750 6.625
74

(Division by Reference Rate)
ORIGINAL MATURITY MATURITY TERM CURRENT RATE SPREAD

CURRENT BALANCE IN CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY WEIGHTED BY Min. CURRENT Max. CURRENT
REFERENCE RATE NUM
EUROS BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT CURRENT RATE RATE
(months) (months) BALANCE BALANCE
OFFICIAL 12-MONTH EURIBOR 12,813 2,519,000,614.49 76.61 381 363 4.860 0.880 2.750 6.625
0.00 - 0.50 3,201 781,362,044.66 31.02 455 443 4.360 0.390 2.750 4.743
0.50 - 1.00 3,517 660,878,641.46 26.24 353 334 4.700 0.710 2.750 5.203
1.00 - 1.50 3,447 617,826,923.81 24.53 347 324 5.120 1.130 3.100 5.650
1.50 - 2.00 2,099 379,870,685.26 15.08 344 321 5.490 1.550 3.250 6.150
2.00 - 2.50 547 78,581,463.35 3.12 324 299 5.990 2.000 3.250 6.375
2.50 - 3.00 2 480,855.95 0.02 360 342 6.610 2.500 6.594 6.625
MRR OF ALL REFERENCE ENTITIES. 462 72,118,720.95 2.19 343 310 5.130 0.330 4.500 6.100
0.00 - 0.50 250 38,770,999.90 53.76 343 309 4.960 0.180 4.500 5.350
0.50 - 1.00 211 33,134,433.26 45.94 342 312 5.310 0.510 5.000 5.720
1.00 - 1.50 1 213,287.79 0.30 360 352 6.100 1.100 6.100 6.100
MRR OF BANKS 1,244 186,450,626.93 5.67 332 307 5.100 0.340 3.750 5.830
0.00 - 0.50 492 82,120,216.99 44.04 338 314 4.890 0.120 3.750 5.350
0.50 - 1.00 746 103,376,005.78 55.44 327 302 5.270 0.500 3.750 5.754
1.00 - 1.50 6 954,404.16 0.51 360 347 5.700 1.040 5.250 5.830
MRR OF SAVINGS BANKS 3,214 510,620,099.06 15.53 343 316 5.110 0.300 3.500 5.951
0.00 - 0.50 1,921 323,584,802.14 63.37 347 322 4.990 0.170 4.000 5.510
0.50 - 1.00 1,288 186,107,871.41 36.45 336 307 5.320 0.510 3.500 5.951
1.00 - 1.50 5 927,425.51 0.18 360 343 5.720 1.000 5.625 5.920
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 2.750 6.625
75

(Division by Geographical Location of Collateral)

COLLATERAL CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY Min. CURRENT Max. CURRENT
NUM CURRENT BALANCE IN EUROS
PROVINCE BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT RATE RATE
LA CORUÑA 139 19,752,339.23 0.60 365 346 4.730 4.299 5.253

ALAVA 12 2,381,312.45 0.07 385 364 4.700 4.249 5.364
ALBACETE 58 8,199,411.18 0.25 349 331 5.140 4.321 6.253
ALICANTE 423 59,621,619.10 1.81 347 331 5.230 4.249 6.253
ALMERIA 80 11,334,321.06 0.34 321 303 5.260 4.556 6.106
ASTURIAS 261 32,881,885.15 1.00 358 337 4.950 4.249 5.814
AVILA 38 4,692,098.28 0.14 341 324 4.890 4.311 6.125
BADAJOZ 38 4,546,502.88 0.14 337 319 5.020 4.264 6.000
BALEARIC ISLANDS 415 72,298,595.41 2.20 353 332 4.990 4.399 6.094
BARCELONA 2,200 435,668,932.67 13.25 354 331 4.910 3.750 5.951
BURGOS 53 8,723,291.72 0.27 356 338 4.980 4.249 5.864
CACERES 31 3,757,327.27 0.11 326 303 4.950 4.311 6.094
CADIZ 116 18,383,637.45 0.56 346 330 5.020 4.250 6.253
CANTABRIA 234 35,736,472.84 1.09 365 343 4.890 4.299 5.814
CASTELLON 61 7,527,044.36 0.23 336 314 5.200 4.249 6.253
CEUTA 68 7,176,977.73 0.22 315 294 5.150 4.299 6.250
CIUDAD REAL 170 17,730,023.94 0.54 324 306 5.060 4.249 6.256
CORDOBA 65 7,053,528.07 0.21 322 294 5.080 4.364 6.106
CUENCA 49 6,251,057.80 0.19 331 314 5.440 4.614 6.253
GIRONA 709 110,744,128.01 3.37 347 327 5.190 4.189 6.250
GRANADA 55 7,501,429.03 0.23 335 317 4.950 3.000 6.106
GUADALAJARA 245 49,593,655.00 1.51 345 326 5.130 4.375 6.125
GUIPUZCOA 32 6,946,181.33 0.21 384 361 4.720 4.349 5.070
HUELVA 36 5,197,483.04 0.16 339 320 4.950 4.299 6.250
HUESCA: 30 3,486,456.32 0.11 353 336 4.820 4.299 5.443
JAEN 39 3,951,067.56 0.12 336 318 5.160 4.299 6.253
LA RIOJA 49 6,811,716.41 0.21 357 336 5.050 4.449 5.356
LAS PALMAS 113 17,857,445.19 0.54 337 321 5.000 4.299 6.250
LEON 43 5,100,767.42 0.16 344 327 4.800 4.299 6.106
LLEIDA 493 58,117,872.02 1.77 303 276 5.170 3.750 5.830
LUGO 11 1,408,218.17 0.04 365 348 4.600 4.399 4.844
MADRID 8,789 1,848,821,772.74 56.23 390 370 4.850 2.750 6.625
MALAGA 121 22,026,946.15 0.67 344 326 4.910 3.500 6.125
MURCIA 154 21,769,907.62 0.66 337 320 5.280 4.249 6.125
NAVARRE 97 17,929,641.47 0.55 365 342 4.980 4.264 5.765
ORENSE 7 838,456.94 0.03 340 323 4.510 4.299 5.564
PALENCIA 26 2,935,855.48 0.09 340 321 4.880 4.494 5.299
PONTEVEDRA. 84 12,067,655.29 0.37 353 335 4.750 4.399 5.364
SALAMANCA 50 6,781,983.92 0.21 357 340 4.750 4.299 6.106
SANTA CRUZ 47 7,095,635.30 0.22 337 321 4.930 3.750 5.856
SEGOVIA 44 7,175,600.89 0.22 348 333 5.010 4.299 6.106
SEVILLE 244 34,268,508.55 1.04 347 327 4.960 4.250 6.000
SORIA 13 1,400,435.01 0.04 332 307 5.070 4.799 5.421
TARRAGONA 667 97,538,520.36 2.97 330 308 5.000 4.414 6.250
TERUEL 6 825,893.26 0.03 341 324 4.560 4.299 5.171
TOLEDO 301 52,577,413.70 1.60 351 332 5.110 3.250 6.594
VALENCIA 299 40,264,377.41 1.22 344 324 5.080 4.299 6.253
76
VALLADOLID 67 9,073,015.13 0.28 345 329 4.900 4.199 6.064
VIZCAYA 170 33,132,956.32 1.01 378 357 4.800 4.249 5.799
ZAMORA 9 1,070,895.45 0.03 354 341 4.930 4.364 5.844
ZARAGOZA 172 30,161,792.35 0.92 357 338 4.960 4.264 5.564
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 2.750 6.625
EMISIÓN Madrid RMBS III, FTA

(Division by Date of Next Interest Rate Reset)

DATE OF NEXT RATE CURRENT BALANCE CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY Min. CURRENT Max. CURRENT
NUM
RESET (year-month) IN EUROS BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT RATE RATE
2007 6 227 42,186,100.16 1.28 368 347 4.790 3.250 5.875

2007 7 2,614 480,334,818.69 14.61 366 345 4.850 4.254 6.000
2007 8 2,209 398,181,758.90 12.11 363 342 4.960 4.311 6.250
2007 9 2,993 540,019,696.40 16.42 367 346 5.030 4.364 6.594
2007 10 3,125 578,518,347.30 17.59 373 352 5.040 4.113 6.375
2007 11 3,415 646,508,492.30 19.66 378 359 5.000 2.750 6.625
2007 12 3,150 602,440,847.68 18.32 377 357 4.630 2.750 6.000
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 2.750 6.625
77
EMISIÓN Madrid RMBS III, FTA

(Division by months in arrears)

MONTHS IN CURRENT BALANCE CURRENT WEIGHTED BY WEIGHTED BY WEIGHTED BY Min. CURRENT Max. CURRENT
NUM
ARREARS IN EUROS BALANCE % OPENING BALANCE CURRENT BALANCE CURRENT RATE RATE
No Arrears 14,916 2,772,802,409.03 84.33 375 354.67 4.88 2.750 6.625

Up to 30 days 2,273 416,179,345.64 12.66 355 332.93 5.13 2.750 6.253
Up to 60 days 544 99,208,306.76 3.02 350 326.94 5.18 3.500 6.250
TOTALS 17,733 3,288,190,061.43 100 371 351 4.920 2.750 6.625
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2.2.3 Legal nature of the assets
As indicated previously, all the assets will be Mortgage Loans that will be transferred to
the Fund by CAJA MADRID through the issue of Certificates.
Due to their characteristics, the Mortgage Loans do not comply with all the requirements
set forth in Section Two of "Ley del Mercado Hipotecario” and are transferred to the
Fund through the issue of Certificates, in accordance with section 18 of Ley 44/2002.
The Mortgage Loans have been granted before a notary public and registered at the Land
Registry, and can be foreclosed in accordance with the provisions of Title IV of Book III
of the Ley de Enjuiciamiento 1/2000, of 7 January (Civil Procedural Act).
2.2.4 Dates in relation to the assets
Each Mortgage Loan in the portfolio has a maturity date, without prejudice to the
possibility of its early redemption, in accordance with the special terms and conditions
stipulated in each one.
At any time of the life of the Mortgage Loans, the Mortgagors can redeem all or part of
the outstanding capital early, and interest will cease to accrue on the early redeemed part
from the date on which the repayment is made.
Section 2.2.2 of this Additional Building Block contains a chart with the distribution of
the Mortgage Loans according to their maturity term. The last regular redemption date of
the Mortgage Loans is 29 December 2046.
2.2.5 Amount of the assets
On the Date of Incorporation, the Outstanding Nominal Balance of the Certificates will
be three thousand million (3,000,000,000) euros, or slightly less, equivalent to the
nominal amount of the Bond issue. The Certificates that will be sold to the Fund will be
withdrawn from the loans in the portfolio audited as at 6 June 2007, which consists of
17,733 mortgage loans with a Receivable Nominal Balance of Euros 3,288,190,061.43.
2.2.6 Level of overcollateralization
The Fund is not overcollateralized, because the principal or total capital of Mortgage
Loans that CAJA MADRID will sell to the Fund on the Date of Date of Incorporation
will be equal to or slightly less than three thousand million (3,000,000,000) euros, which
is the amount of the nominal value of the Bond issue.
2.2.7 Asset creation method
Pursuant to the criteria for granting of credits and loans secured by real estate mortgages
to private individuals, the main Mortgage Loan granting criteria applied by CAJA
MADRID, set forth in the Internal Memo on Granting of Mortgage Loans attached to the
Deed of Incorporation, are as summarised below:
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1. Processing
All mortgage loan application processes start with a first interview with the
corresponding account manager, who conducts a preliminary analysis of the transaction
and informs the customer of the possible economic terms and conditions of the loan, the
documentation required to assess the transaction, estimated costs involved in the
transaction, etc.
Any private individuals applying for a mortgage loan must furnish the following
documents:
• Documents identifying the parties involved (Identity Card, Resident's Card, etc.).
• Documents to justify the income of the applicant/s (if their salary is not paid
directly into a CAJA MADRID account).
• Documents to justify the investment.
• Credit Transaction Application” form signed by the applicant/s.
• Credit Transaction-Private Individuals” form, duly signed by the applicant/s.
• Certificate of ownership and liens or simple note from the Land Registry, properly
stamped and signed and not more than thirty days old (if the bank's Administrative
Agency does not request this information from the Registry).
• Credit Transaction-Mortgage Security” form, duly signed by the applicant/s.
After this first phase, the branch starts processing an electronic dossier.
2. Risk assessment and authorisation system
After the documentation required for the transaction has been collected, the economic
terms and conditions of the loan have been agreed with the customer and the application
forms have been filled in, Caja Madrid applies objective scoring systems to private
individuals and microbusinesses, and rating systems to bodies corporate.
These scoring and rating systems have been modelled in accordance with a segmentation
of the Caja Madrid portfolio by type of customer and product, and serve to classify the
transactions requested. Mortgage loans are subject to a specific scoring system, whose
result is binding.
In combination with the results of the scoring and rating systems, there is an authorisation
system defined in the internal regulations, designed for each type of product, that delimits
the responsibilities of each decision-making body involved in the loan granting process,
in an objective and recurrent manner. This authorisation system assigns different levels of
responsibility to the different decision-making bodies in the loan-granting process in
accordance with transaction size limits that vary in terms of the product in question.
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The decision-making body responsible for each transaction is assigned automatically by
the scoring system. The procedure applied to obtain the decision-making level to be taken
into account by the authorisation system is divided into the following stages:
(i) Identify the segment to which the customer belongs.
(ii) Identify the current outstanding risk.
(iii) Check if there are any significant issues.
(iv) Check if the customer on watch status.
(v) Apply the result of the scoring models.
(vi) Identify the decision-making body in line with the response, the specific procedure
for each type of scoring model and the authorisation schedule.
3. Approval and formalization of proposals
The proposal approval process is computerised and handled via an electronic dossier in
the CAJA MADRID sales network operating system called NOS, that will generate a
report with all the information about the transaction and a recommendation. This
document will serve as the basis for making a decision.
After the decision-making committee has made a decision, an alert is generated in the
branch office's agenda and both the risk information and the customer record of the
parties involved represent a snapshot of their position at that time.
The committee can make the following decisions: grant, grant with changes, review or
refuse the loan.
If the decision is “grant with changes”, the committee will have modified the new terms
and conditions, creating an economic proposal appendix, and also maintaining the
original. The assigned committee is allowed to make the following changes: increase
prices and/or fees and reduce amounts and terms.
The branch then has the following options:
a) If the decision is to accept the application, the activities involved in arranging the
loan and necessary to continue with the procedure will be generated in the task list.
b) If the decision is to refuse the application, the dossier is closed right away.
c) If the decision is to review the application, the branch continues with the
transaction by renegotiating it in the terms and conditions laid down by the
decision making committee. This entails a modification/extension of collateral
and/or a modification of the economic conditions.
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When the transaction has been approved, the branch checks that the terms and conditions
recorded in the database match the ones actually approved. It is impossible to print any
loan arrangement document until the approval process has finished completely.
The next phase is the loan arrangement phase, for which purpose the loan arrangement
fees are prepared, using a series of purpose-designed standard models, especially in more
standard products such as residential mortgages. Having these standard models ensures
that mortgage proposals are consistent and minimizes the room for mistakes.
4. Signing
When the branch has obtained all the documents required listed above, as well as any
other specific documents needed for the transaction, it arranges a meeting with the parties
involved for the signing of the loan arrangement documents and any other related
documents.
5. Debt collection management. Debt collection phases
At CAJA MADRID, debt collection is handled on an integrated basis, taking into account
all the positions of each customer.
From the very first day that a payment is in arrears, every day the operating applications
automatically check the account balances to see if they contain funds that can be used to
pay off part or all of the amount owed and, if so, the funds are applied.
During the first phase of the process, from the first day in arrears until day 45 (in other
words, when the second instalment falls in arrears), the branch is responsible for handling
the formalities.
When 45 days have passed, and when instalments are 45 days overdue, the case is sent to
a Telecollection Service for 92 days, which systematically calls the debtors to remind
them about the outstanding debt.
If the overdue amounts are paid during the Telecollection phase, the case is returned to
the branch office. Otherwise, in other words, if the debt remains unpaid for between 45
and 92 days, the Telecollection phase will continue and if it remains unpaid longer (more
than 92 days), the case is automatically sent to the Debt Recovery Department, and
otherwise (less than 45 days in arrears), it is sent back to the branch.
However, the case may be sent to the Debt Recovery Department earlier both on account
of the nature of the transaction and/or customer, and/or because the same customer has
related transactions that have been in arrears for longer than the mortgage loan (in which
case the Debt Recovery Department will start to handle the case even if the mortgage loan
is only a minimum amount in arrears) but that indicates a situation that should be handled
in a unified fashion.
These time frames can also be changed, and the case be sent to Debt Recovery, in terms
of the customer's profile.
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The main criteria applied by the Debt Recovery Department in the debt collection process
are as follows:
• Reach a friendly solution with the debtors that leads to the recovery of an amount
larger than foreseeably would be obtained if foreclosure proceedings were initiated,
and those solutions may include prepayment of the debt, dations in payment, partial
arrangements with creditors (endeavouring, insofar as is possible, to avoid them
affecting the principal of the debt), and any other measure that implies an act of
diligent servicing of the loan.
• Unified treatment of all the positions of the same account holder or group, in any
event giving preference to the maintenance of the mortgage security raised on the
building and to the improvement of the repayment conditions of the borrowers to
avoid possible default.
• Specialized management in line with nature of the account holder, collateral and
amounts.
• Segmentation of customers, to ensure differentiated management.
• Differentiation of Departments with objectives and criteria adjusted to their

respective portfolios, tailored to the regional scope of CAJA MADRID.
• Support the Commercial Banking division by taking exclusive responsibility for

debts when they have been in arrears for a given amount of time.
• Maintain and supply internal debtor databases and notify authorised debtor
registers (risk monitoring).
• Even if the case has gone to court, try to reach a friendly agreement to avoid
property repossessions and allow customers to pay off their debts, in the terms
referred to in the first paragraph above.
• Initiation of the lawsuit seeking payment on the unpaid mortgage transaction,

without prejudice to reaching friendly debt collection agreements or negotiated
withdrawal at any stage of the proceedings, adopting the procedural measures
appropriate at each point in time, such as the decision to bid in auctions, the
assignment of the auction, the award amount, withdrawal from lawsuit and similar.
2.2.8 Indication of declarations and warranties given to the issuer relating to the
assets
Reproduced below are the representations and warranties that the Seller, as owner of the
Mortgage Loans, will declare and guarantee to the Fund and the Sociedad Gestora in the
Deed of Incorporation, with respect to itself, to the Certificates that it will issue and with
respect to the Mortgage Loans in which the Certificates that it issues will participate, on
the Date of Incorporation of the Fund:
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2.2.8.1. Representations of the Seller in its own respect:
1. That it is a credit institution duly established in accordance with current legislation,

is registered in the Mercantile Registry and in the Register of Credit Institutions of
the Bank of Spain and is authorised to participate in the mortgage market.
2. That at no time since its incorporation nor on the date hereof has it been in a
situation of bankruptcy or insolvency or in any situation which at its liability could
lead to the revocation of its authorisation as a credit institution.
3. That it has obtained all of the administrative and corporate authorisations required
from third parties in order to assign the Mortgage Loans to the Fund by issuing the
Certificates, for the valid granting of the Deed of Incorporation and of the
commitments undertaken therein and for the execution of the other contracts
related to the incorporation of the Fund.
4. That it has consolidated, individual audited annual accounts for the financial years
ended as of 31 December 2004, 31 December 2005, and 31 December 2006, with a
favourable opinion from the Auditors in, at least, the report issued with respect to
the financial year ended 31 December 2006, and that it has filed such annual
accounts with the CNMV and the corresponding Mercantile Registry.
5. That it complies with current data protection legislation.
2.2.8.2. With regard to the Certificates pooled in the Fund:
1. That the Certificates do not comply with all the requirements set forth in Section
Two of the Ley del Mercado Hipotecario and in Chapter II of Royal Decree
685/1982, of 17 March, developing certain aspects the Ley del Mercado
Hipotecario (“Royal Decree 685/1982”), all pursuant to the provisions of the 5th
additional provision of Ley 3/1994, as reworded by Section 18 of Ley 44/2002.
2. That the Seller has validly adopted all the agreements necessary for the issue of the
Certificates.
2.2.8.3. With regard to the Mortgage Loans mobilised through the portfolio of
Certificates that will be pooled in the Fund:
1. That the Mortgage Loans exist, are valid and enforceable in accordance with
current legislation, and that all of the applicable legal provisions have been
respected in the granting thereof.
2. That the Seller is the fee simple owner of all the Mortgage Loans, and there is no
impediment to it issuing the Certificates that represent Mortgage Loans.
3. That the information about the Mortgage Loans that will be attached to the Deed of
Incorporation, will correctly reflect their status on the Date of Incorporation, as is
described in the computer files sent about the loans, and that such information is
correct, complete and not misleading. Any other additional information about the
84
nature of the Seller's mortgage loan portfolio given in this Prospectus is correct,
and is not misleading.
4. That all the Mortgage Loans accrue interest at variable rates, and no interest rate
cap or floor has been established.
5. That the Mortgage Loans have been granted to private individuals for the purposes
of financing the purchase of dwellings located in Spain, and have not been granted
for the purchase of officially subsidised housing, or else such housing is no longer
classified as officially subsidised housing. None of the said loans has been
subrogated to private individuals from financing granted to developers for housing
built for sale.
6. All the Mortgage Loans are secured by a first-class real estate mortgage raised on
the fee simple ownership of each and every one of the properties in question, as
established in the pertinent deeds in which the Mortgage Loans were formalized
and in the additional documentation furnished in relation thereto (simple search
information sheets).
7. That all the mortgages have been properly raised and registered in the pertinent
Land Registries and the registration details match the details given in the Deed of
Incorporation and on the Multiple Certificate. The registration of the mortgaged
properties is valid and free of any contradiction and is not subject to any
preferential limitation upon the mortgage in accordance with applicable
regulations.
8. That the mortgages have been raised on properties of which the Mortgagors are the
full fee simple owners, that they meet the requirements set forth in article 27 of
Royal Decree 685/1982 and the Seller has no knowledge of any disputes relating to
the ownership of such properties.
9. That all the mortgaged dwellings are completed dwellings and have been appraised
by Valuation Companies registered with the Bank of Spain, evidence of the
valuation being furnished in the form of the pertinent certificate. The valuations
comply with all the requirements established in the laws governing the mortgage
market.
10. That the Seller has no knowledge of the value of any mortgaged property having
dropped by more than 20% of the appraised value.
11. That the properties mortgaged by virtue of the Mortgage Loans are not considered
as property ineligible for use as collateral under article 31.1.d) of Royal Decree
685/1982, and the Mortgage Loans do not meet any of the characteristics of credit
facilities that are restricted or prohibited under article 32 of Royal Decree 685/1982
to secure the issue of Certificates.
12. That the policy set out in the document entitled "Internal Memo on Granting of
Mortgage Loans" that is desdcribed herein and is attached to the Deed of
Incorporation has been followed faithfully, and is the policy normally used by the
Seller in granting Mortgage Loans and is legal.
13. That the Mortgage Loans have been executed in a public deed.
85
14. That all the deeds of the mortgages raised on the dwellings and to which the
Mortgage Loans refer to are correctly deposited at the registered offices of the
Seller, where they are available to the Sociedad Gestora. All the Mortgage Loans
are clearly identified both in computer records and in their deeds and are analysed
and monitored by the Seller.
15. That all the Mortgage Loans have been and are being serviced by the Seller, from
the time of their granting or subrogation in favour of CAJA MADRID, in
accordance with the procedures normally used by the latter in servicing mortgage
loans.
16. That there are no disputes of any kind relating to the Mortgage Loans that might
impair the validity thereof or that might give rise to the application of article 1,535
of the Civil Code, and that they are unaware of the existence of any circumstances
that might render null and void the purchase contract regarding the dwelling
mortgaged to secure the Mortgage Loans.
17. That none of the Mortgage Loans currently has payments more than thirty (30)
days in arrears.
18. That the Seller, at the date hereof, has no knowledge of the Mortgagors holding any
credit right against the Seller that entitles the Mortgagor to a setoff such as could
adversely affect the rights conveyed by the Certificates.
19. That it is not aware that any of the Mortgagors is entitled to contest, with respect to
the Seller, the payment of any amount relating to the Mortgage Loans.
20. That it has not received any notice regarding the full early redemption of the
Mortgage Loans.
21. That it is not aware of any circumstance that would hinder foreclosure of the
mortgage security underlying the Mortgage Loans.
22. That it is not aware that anybody has any right senior to the rights of the Fund as
holder of the Certificates, to collect the amounts derived from the Mortgage Loans,
except for legal preferential rights.
23. That the Mortgage Loans are not subject to any issue of mortgage-backed bonds,
mortgage participations or other mortgage transmission certificates and, as from
the issue of the Certificates, will not be subject to any issue of mortgage-backed
certificates, mortgage bonds, mortgage participations or other mortgage transfer
certificates.
24. That the Certificates are issued for the same term to maturity and at the same
interest rate as each of the underlying Mortgage Loans.
25. That, as of today, the Receivable Nominal Balance of each of the Mortgage Loans
is equivalent to the principal of the Certificate to which it relates.
26. That the last regular redemption date of the mortgage loans is 29 December 2046.
86
27. That the information about the Certificates and the Mortgage Loans given in the
Prospectus and in the Deed of Incorporation, is accurate and gives a true a fair view
of the actual situation.
28. That all the Mortgage Loans are denominated in euros, are payable exclusively in
euros, and do not include any clauses that permit the deferral of the periodic
payment either of interest or of principal.
29. That the payment obligations of all the Mortgage Loans are satisfied by means of
direct debit to a bank account, interest and capital payments being made on a
monthly basis.
30. That at least two (2) principal instalments have fallen due on each of the Mortgage
Loans, and in all of them, all the capital has been drawn down.
31. That none of the Mortgage Loans represent financing granted to real estate
developers for the construction or rehabilitation of dwellings that will be put on
sale.
32. That, once the Certificates have been issued, the volume of mortgage certificates
issued by the Seller and that are outstanding will not exceed 90% of the total
unredeemed capital of the mortgage loan portfolio suitable to cover the issue, in
accordance with the provisions of articles 59 and 60 of Royal Decree 685/1982.
33. That the Mortgage Loans do not include impediments to their free transmission and
that, whenever the consent of the Mortgagor was required, such consent has been,
this have been obtained.
2.2.9 Substitution of the securitised assets
In the exceptional event that, after the Date of Incorporation and, notwithstanding the
declarations made by each Seller and the diligence exercised by the latter in ensuring
their truthfulness, it is found, during life of the Fund, that one of the Certificates or that
one of the Mortgage Loans upon which the latter have been issued, did not conform, on
the Date of Incorporation, to the declarations made in section 2.2.8 of this Additional
Building Block or to the facts about which it states, in such section, that it is not aware
and set forth in the Deed of Incorporation, the Seller undertakes as follows:
(A) To substitute the Certificate in question with another of similar financial

characteristics, in terms of the amount, residual term, class, interest rate,
characteristics of the mortgagor and mortgaged property and Receivable Nominal
Balance/Appraised Value ratio, that is accepted by the Sociedad Gestora, reported
to the Rating Agencies.
The amounts accrued and unpaid until the date of substitution of the Certificate that
is to be substituted, must be paid to the Fund by the Seller, in its capacity as
servicer, at the time that such Certificate is substituted.
Be that as it may, when substituting a Certificate, the Seller must attest that the
substitute Certificate conforms to the declarations set forth in section 2.2.8 of this
87
Additional Building Block. The Sociedad Gestora will verify the suitability of the
terms of the replacement Certificate.
As soon as the Seller learns that one of the Certificates that it has issued or that one
of the Mortgage Loans underlying them does not conform the aforementioned
representations, it will report the matter to the Sociedad Gestora and, within five
(5) days, indicate the mortgage loans with respect to which it intends to issue new
mortgage transfer certificates to substitute the ones affected. If any Certificate is
substituted, pursuant to the provisions of this paragraph, the Seller will proceed to
shall deliver a new Multiple Certificate that will be exchanged for the certificate
that is issued on the Date of Incorporation.
The Seller undertakes to formalise the substitution of Certificates in an affidavit

and in the manner and time frame stipulated by the Sociedad Gestora, and to
furnish any related information that the Sociedad Gestora deems necessary. The
substitution will be reported to the Rating Agencies and a copy of the deed will be
sent to the CNMV.
(B) In addition to the obligation assumed in point (A) supra and whenever the
substitution stipulated therein is not possible because the mortgage loans available
are not homogeneous with the securitised portfolio in terms of the amount, the
residual term, the interest rate, the characteristics of the mortgagor, the
characteristics of the mortgaged property, or Receivable Nominal
Balance/appraised value ratio, the Seller undertakes to proceed to the early
redemption of the Certificate in question, by reimbursing, in cash, both the
outstanding capital of the Certificate in question and the interest accrued and
unpaid to date, as well as payable any other amount owing to the Fund with respect
to the Certificate in question, by depositing it in the Treasury Account. The
amounts received from the Certificates in question in the aforementioned
circumstances will be added to the Available Funds and applied on the next
Payment Date subject to the Priority of Payment Order or the Liquidation Priority
of Payment Order, as appropriate.
In particular, if the Seller changes the terms and conditions of the Mortgage Loans during
their lifetime without complying with the limits established in the special legislation
applicable and with the terms agreed between the Fund and the Seller in the Deed of
Incorporation, and in section 3.7.1 of this Additional Building Block and, therefore, such
modification be absolutely exceptional, the Seller will be deemed in unilateral breach of
its obligations and the Fund will not be held responsible. In the event of such breach, the
Fund, through the Sociedad Gestora, will be entitled to (i) seek damages and (ii) seek the
substitution or reimbursement of the Certificates in question, pursuant to the provisions of
letters (A) and (B) supra. This will not imply that the Seller guarantees the success of the
transaction, but the necessary redress of the effects caused by the breach of its
obligations, pursuant to article 1,124 of the Civil Code. The Sociedad Gestora will
immediately notify the CNMV whenever Mortgage Loans are substituted or redeemed as
a result of breach by the Seller. The expenses incurred in the actions to remedy the breach
of the Seller will be borne by the latter and may not be recovered from the Fund.
88
2.2.10 Insurance policies in relation to the Mortgage Loans
According to the public deeds in which the Mortgage Loans have been formalized, the
Mortgagor is under the obligation to keep the property guaranteed by a fire insurance
policy taken out with a solvent company to the satisfaction of Caja Madrid and to pay the
insurance policy premiums on their respective due dates. If the Mortgagor fails to do so,
Caja Madrid may pay them on account of the Mortgagor. The information about the
contracted policies is stored in the physical records of Caja Madrid, which is why it
cannot facilitated because it cannot be extracted automatically for the portfolio that is to
be securitised.
However, according to figures received from the insurance company as at 6 June 2007, a
78.57% of the total current balance of the Mortgage Loans to be securitised is insured by
fire insurance policies issued by Mapfre.
2.2.11 Information on the debtors where the securitised assets include obligations of
five or fewer debtors which are legal persons, or if a single debtor accounts for
more than 20% of the assets, or where a single debtor accounts for a material
portion of the assets
Not applicable.
2.2.12 Details of the relationship, if it is material to the issue, between the Issuer,
guarantor and obligor
No type of direct or indirect ownership or control relationship is known to exist between

any of the Mortgagors and, where applicable, the guarantors, and the Seller.
2.2.13 Where the assets comprise fixed income assets, description of the principal
terms and conditions
Not applicable.
2.2.14 Where the assets include equity securities, description of the principal terms
and conditions
Not applicable.
2.2.15 Where more than 10% of the securitised assets comprise equity securities that
are not traded on a regulated or equivalent market, a description of the
principal terms and conditions
Not applicable.
2.2.16 A valuation report setting out the valuation of the property and the cash flow
/ income streams if an important part of the assets is backed
It is expressly declared that the buildings backing the Mortgage Loans have not been
appraised on the occasion of this issue, such that the valuations of them described in
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section 2.2.2 of this Additional Building Block, are the valuations conducted by the
Valuation Companies on the original date of the granting of the Mortgage Loan.
2.3. Actively managed pool of assets backing the issue
Not applicable.
2.4. Where the Issuer proposes to issue further securities backed by the same assets, a
statement to that effect and description of how the holders of that class will be
informed
Not applicable.
3. STRUCTURE AND CASH FLOW
3.1. Description of the structure of the transaction
Titulización de CAJA MADRID CAJA MADRID

Payer of the Variable
Activos, Interest Swap
Amount of the Option
Agreement
S. G. F. T., S. A. Counterparty Agreements
Fund management Net Amount of the Interest

and administration Swap Agreement
CAJA MADRID Mortgage Loans

(Certificates) Principal and interest Securitisation
MADRID RMBS Bonds:
Seller and III, F.T.A. CLASSES A, B, C, D
Servicer Liquidity Liquidity
and E
Accrued Interest Loan,
Financial Subordinated Loan and
Servicing Participative Loan
CAJA MADRID CAJA MADRID

Paying Agent Financial
Institution
90
The initial Balance Sheet for the Fund will be as follows:
FUND BALANCE SHEET (at source) (*)

EUR
ASSETS LIABILITIES
Certificates 3,000,000,000 Series A1 658,000,000

Series A2 1,575,000,000
Series A3 497,000,000
Series B 55,500,000
Series C 90,000,000
Series D 72,000,000
Series E 52,500,000
Cash
Reserve Fund 108,000,000 Participative Loan 108,000,000
Subordinated Loan drawn

Initial Capitalised Expenses 7,510,773.66 down 7,510,773.66
Accrued Interest 7,000,000 Accrued Interest Loan 7,000,000
TOTAL ASSETS 3,122,510,773.66 TOTAL LIABILITIES 3,122,510,773.66
MEMORANDUM ACCOUNTS
Subordinated Loan pending

Shortfall Funds 18,850,000 (available 20 November 2007) 18,850,000
* In preparing the Balance Sheet, it has been considered that the amount of the
Participations and Certificates is three thousand million (3,000,000,000) euros. However
on the Incorporation Date, the amount of the Mortgage Loans sold to the Fund through
the issue of the Participations and Certificates will be equal to or slightly less than three
thousand million (3,000,000,000) euros.
Furthermore, it has been considered that the Subordinated Loan has been drawn down in
two drawdowns for the maximum amount:
(i) A first drawdown denominated for these purposes “Subordinated Loan drawn
down”, for the amount of Euros 7,510,773.66 and equivalent to the maximum limit
within the Initial Expenses interval estimated in section 6 of the Securities Note
(“Initial Capitalised Expenses”).
(Ii) A second drawdown denominated for these purposes “Subordinated Loan

pending”, for an amount of Euros 18,850,000.00, that will be delivered on the
second (2nd) Business Day prior to the first Payment Date (20 November 2007)
equivalent to the estimated maximum amount of the shortfall existing on the first
Payment Date between the interest accrued by the Certificates until the Payment
Date and the interest received from the Certificates due prior to such date
(“Shortfall Funds”).
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3.2. Description of the entities participating in the issue and description of the duties to
be performed by them
The entities participating in the issue, as well as the description of their functions, are
contained in sections 5.1 and 5.2 of the Registration Document.
The Sociedad Gestora, on behalf of and for the account of the Fund, will proceed to
execute the Deed of Incorporation and enter into the contracts that are summarised below:
− Accrued Interest Loan Agreement, described in section 3.4.3.1 of the Additional

Building Block.
− Subordinated Loan Agreement, described in section 3.4.3.2. of the Additional
Building Block.
− Participative Loan Agreement, described in section 3.4.3.3 of the Additional
Building Block.
− Interest Swap Agreement, described in section 3.4.7.1 of the Additional Building
Block.
− Option Contracts, described in section 3.4.7.2. of the Additional Building Block.
− Financial Services Contract, described in section 5.2 of the Securities Note.
− Placement Management, Subscription and Underwriting Contract, described in
section 4.2.2 of the Securities Note.
The Sociedad Gestora declares that the summary descriptions of those contracts (the
“Fund Contracts”) contained in the relevant sections of this Prospectus, contain the most
important and material information on each of the contracts and give a true and fair view
of their content, and no information that might affect the contents of the Prospectus has
been omitted.
3.3. Description of the method and date of the sale, transfer, novation, assignment of the
assets, or of any right and/or obligation in the assets to the Fund
3.3.1 General terms for the issue and subscription of the Certificates
The Mortgage Loans will be transferred to the Fund through the issuance of the
Certificates by the Seller and their subscription by the Sociedad Gestora on behalf of the
Fund pursuant to the Deed of Incorporation and to this Prospectus. The Certificates will
be issued in an amount equal to or slightly less than three thousand million
(3,000,000,000) euros, with each Certificate referencing the 100% of the Receivable
Nominal Balance of each Mortgage Loan, and accruing interest at a rate equal to the
nominal interest rate accrued by which each corresponding Mortgage Loan. Moreover,
the Fund will be entitled to the interest accrued but not due and, where applicable, the
interest due and not paid, of each of the Mortgage Loans on the Date of Incorporation (the
“Accrued Interest”).
92
The full and unconditional assignment to the Fund of the credit rights which are derived
from the Mortgage Loans, with the exceptions noted in section 3.3.3 of this Additional
Building Block, by means of the issue of the Certificates, will take place on the Date of
Incorporation for the remaining term to maturity of said Mortgage Loans, with no
agreement of any kind to repurchase on the part of the Seller. The Certificates will begin
to accrue the corresponding interest, beginning on the Date of Incorporation (inclusive),
in other words, 11 July 2007, with the result that the interest accrued on the Mortgage
Loans from the Date of Incorporation will be for the benefit of the Fund, irrespective of
the actual accrual period used to calculate the interest payment on said loans
The Seller will not assume any responsibility whatsoever for non-payment by the
mortgagors, whether for principal, interest, or any other amount which the Mortgagors
may owe pursuant to the Mortgage Loans. Likewise, it will not be held liable, in any form
whatsoever, for directly or indirectly guaranteeing the successful conclusion of this
transaction, nor will it grant collateral or bank guarantees, nor will it enter into
agreements to repurchase the Certificates, whether pursuant to the Deed of Incorporation,
or to this Prospectus, or to any other agreement or contract.
The Seller will warrant to the Fund the existence and validity of the Mortgage Loans in
the same manner as specified by articles 348 of the Commercial Code and 1,529 of the
Civil Code.
The conveyance of the Certificates is restricted to institutional investors.
3.3.2 Certificate issue price
The Sociedad Gestora, on the Date of Incorporation, will subscribe to 100% of the
Certificates on behalf of the Fund.
The price of the Certificates will be the amount equivalent to the sum of (i) the
Receivable Nominal Balance of the Mortgage Loans on the Date of Incorporation, and (i.)
the Accrued Interest. Said price will be paid by the Sociedad Gestora, in the name of and
for the account of the Fund, to the Seller, on the Disbursement Date, from the funds
obtained through the issue of the Bonds and from the Accrued Interest Loan (such as the
latter is defined in section 3.4.3.1 of the Additional Building Block). Postponement of the
payment will not accrue interest.
In the event of termination of the incorporation of the Fund and, consequently, of the
issue and subscription of the Certificates, (i) the obligation of the Fund to pay for the
Certificates will be extinguished, and (ii) the Sociedad Gestora will be obligated to
restore to the Seller any right which may have accrued to the Fund by the subscription of
the Certificates.
In this event of the early termination of the Fund, the Seller will undertake to meet any
initial expenses that may have been incurred in incorporating the Fund.
93
3.3.3 Description of the rights conferred upon the Fund for the subscription of the
Mortgage Loan Certificates
The Fund, as legal holder of the Certificates, will hold the rights generally recognised by
applicable law and in the Certificates. Specifically, the Fund will be entitled to receive the
payments which, beginning on the Date of Incorporation, are made by the Mortgagors,
with the exceptions noted in the following paragraph, as well as any other payments
arising from the Mortgage Loans, whenever they are made in accordance with the
Certificates. In particular, the Fund will be entitled to receive the amounts accrued as
ordinary interest on the capital of the Mortgage Loans, including the Accrued Interest.
In addition to the payments made by the Mortgagors, the Fund will be entitled to any
other payment received by the Seller on the Mortgage Loans, as servicer of these loans,
including those arising from any right related to the Mortgage Loans such as those
payments arising from insurance policies, payments made by possible guarantors, etc.
with the exception of default interest, fees for the collection of unpaid amounts,
assumption fees, early redemption/cancellation fees, as well as any other fee or payment
to which the Seller of the Certificates is entitled.
In addition, the Fund will be entitled to receive amounts, goods, or rights as payment of
principal or interest on the Mortgage Loans, whether based on liquidation price or an
amount determined by a court order or other enforcement action of a mortgage guarantee,
by the transfer or liquidation of the real estate awarded or as a consequence of the
aforementioned enforcement actions, as the acting administrator and manager of the
properties in the process of foreclosure. The Seller agrees to provide the appropriate
notifications that, depending on the case, are needed in order for said payments to be
made to the Sociedad Gestora.
Without prejudice to what has been declared in point 18 of section 2.2.8.3 of this
Additional Building Block, should any of the Mortgagors object to the setoff, the Seller
will inform the Sociedad Gestora accordingly and pay the Fund the amount of the setoff
amount to which the Fund is entitled, plus any damages that may have been caused to the
Fund, in which case the Fund must furnish sufficient evidence to the Seller.
3.3.4 Representation and deposit of the Certificates
The Certificates that will be pooled in the Fund will be represented by a registered
multiple certificate, representing all the Certificates issued by CAJA MADRID (the
“Multiple Certificate”).
Should the Sociedad Gestora proceed, on behalf and for the account of the Fund, to
substitute a Mortgage Loan in accordance with the provisions of section 2.2.9 of this
Additional Building Block, to foreclose a Mortgage Loan, in accordance with the
provisions of section 3.7.1 of this Additional Building Block, to sell the Certificates in the
event of the early liquidation of the Fund, on the grounds and according to the terms set
forth in section 4.4.3 of the Registration Document, or for any other circumstances which
may arise, the Seller undertakes to divide any Multiple Certificate representing the
Certificates into as many individual or multiples certificates as may be required, or to
substitute or exchange them, in order to achieve the aforementioned purposes.
94
The Multiple Certificate representing the Certificates and, in a given case, the individual
certificates into which they have been divided, will remain on deposit with the Financial
Agent who will act as the depository for them.
3.3.5 Other legal system requirements for the Certificates
Pursuant to the provisions of article 67.1 of Royal Decree 685/1982, the Certificates will
be transferrable by written declaration on the certificate itself and, generally, by any of
the means allowed under law, with the acquisition and ownership limited to institutional
or professional investors and not permitted for the non-specialised public, as stipulated in
article 64.1 of Royal Decree 685/1982. The purchaser must inform the issuer of the
Certificate both of such a transfer and of the address of the new owner.
The transferor will not be held responsible for the solvency of the issuer of the Certificate
nor for that of the Mortgagor, nor for the adequacy of the Mortgage Loan securing it.
3.3.6 Notification of the Mortgagors
CAJA MADRID will continue servicing the Mortgage Loans, in accordance with the
provisions of section 3.7.1 of this Additional Building Block and of the Deed of
Incorporation. The Sociedad Gestora and CAJA MADRID will agree not to notify their
respective Mortgagors of the transfer on the Date of Incorporation.
Notwithstanding the foregoing, if CAJA MADRID is replaced as the servicer of the

respective Mortgage Loans, as well as in the event of CAJA MADRID being declared
bankrupt or subject to administrative or judicial intervention, in accordance with the
regulation and the bankruptcy proceedings and, in any case, at such time as the Sociedad
Gestora deems it reasonably justified, the latter will instruct CAJA MADRID as to its
obligation to notify the corresponding Mortgagors (and, where applicable, the third-party
guarantors and the insurance companies from which the Mortgagors may have taken out
the material damage insurance policies associated to the Mortgage Loans) of (i) the sale
to the Fund of the Mortgages pending reimbursement, and (ii) that the payments derived
therefrom only will release them from their obligations if they are made to the account
designated and notified by the Sociedad Gestora. However, both in the event that CAJA
MADRID has failed to notify the Mortgagors and, where applicable, the third-party
guarantors and the insurance companies, within five (5) Business Days of receiving the
instruction, and in the event of the bankruptcy or liquidation of the Seller as the servicer
of the Mortgage Loans, the Mortgagors and, where applicable, the third-party guarantors
and the insurance companies with which the Mortgagors may have taken out the material
damage insurance policies associated to the Mortgage Loans, will be notified by the
Sociedad Gestora, either directly or by a new servicer appointed by the Sociedad Gestora.
Notwithstanding the provisions of the previous paragraph, in the Deed of Incorporation

the Seller will grant the Sociedad Gestora the broadest powers required in Law to enable
the latter to inform the respective Mortgagors of the issue of the Certificates at such time
as the Sociedad Gestora deems it appropriate.
The Seller will bear any expenses incurred in notifying the Mortgagors, and will not pass
them onto the Fund.
95
3.4. Explanation of the Flow of Funds
3.4.1 How the cash flow from the assets will meet the Issuer’s obligations to the
Bondholders
As illustrated in the diagram in section 3.1 of this Additional Building Block, the cash
flow from the assets will serve to fulfil the obligations of the Issuer as follows:
a) On the Disbursement Date, the Fund will pay the price of the Certificates issued,
with a portion of the principal amount received from the Class A, B, C, D and E
Bonds and the amount of Principal of the Accrued Interest Loan.
b) On such Disbursement Date, the Fund will also receive the amount of the first
drawdown from the Subordinated Loan and the amount of the Participative Loan.
c) Likewise, on said Disbursement Date, the Reserve Fund will be funded from the
Participative Loan.
d) Every week (except in the circumstances set forth in section 3.4.5.1 of the
Additional Building Block), on each Collection Date, the Sociedad Gestora, for and
on behalf of the Fund, will receive the amounts that the Mortgagors have paid for
the principal and interest since the last Collection Date. These amounts will be
deposited in the Treasury Account, accruing an interest rate in accordance with the
provisions of the Financial Services Contract, which will cover the payments of the
Fund on each Payment Date, in keeping with the Priority of Payment Order or the
e) The Available Funds will be used on each Payment Date to meet the payment
obligations of the Fund in accordance with the Priority of Payment Order or the
3.4.2 Information on any credit enhancements
As a mechanism for credit enhancement in the event of possible losses from unpaid
and/or defaulted Certificates and for the purpose of allowing payments to be made by the
Fund in accordance with the Priority of Payment Order or the Liquidation Priority of
Payment Order, a provision for the establishment of the Reserve Fund, the characteristics
of which are set forth in section 3.4.2.1. below, has been made.
Similarly, the subordination and the postponement of the Class B, C, D and E Bonds, in
the payment of interest and the return of principal which results from their ranking in the
Priority of Payment Order and in the Liquidation Priority of Payment Order, constitute a
protection mechanism between the different Classes of Bonds.
In order to mitigate the interest rate risk which exists due to the fact that the Certificates
are subject to floating interest rates with different reference indices and different reset and
settlement periods to the floating interest rates established for each of the Series of Bonds,
the Sociedad Gestora will enter into an Interest Swap Agreement, described in section
3.4.7.1 of this Additional Building Block, and three Option Agreements, described in
section 2 of this Additional Building Block with CAJA MADRID.
96
The Fund will have available, in accordance with the provisions of the Financial Services
Contract, a Treasury Account, into which all the amounts that the Fund must receive from
the Seller will be paid, on each Collection Date, pursuant to the provisions of section
3.4.4.1 of the Additional Building Block.
3.4.2.1. Reserve Fund
As a credit enhancement mechanism and for the purpose of allowing payments to be

made by the Fund to the holders of the Class A, B, C, D and E Bonds, in accordance with
the Priority of Payment Order and with the Liquidation Priority of Payment Order, a
reserve fund will be established (the “Reserve Fund” ).
The Reserve Fund will be initially established on the Disbursement Date, and funded
from the Participative Loan, in other words, for an amount of one hundred and eight
million (108,000,000) euros (“Initial Reserve Fund”).
On each Payment Date, the funds available on each Payment Date for that purpose,
according to the Priority of Payment Order, will be allocated to the Reserve Fund until
the required level is reached for that Payment Date (the “Required Reserve Fund”).
During the first three (3) years from the Disbursement Date, the Required Reserve Fund
will be the Initial Reserve Fund.
Once the period of three (3) years indicated in the previous paragraph has passed, the new
Required Reserve Fund will be the smaller of the following amounts:
(i) Initial Reserve Fund, and
(ii) the larger of:
- 7.2% of the Receivable Nominal Balance of the Bonds on the Payment Date
in question; and
- 50% of the Initial Reserve Fund.
Notwithstanding the above, the level of the Reserve Fund must not be reduced (and
therefore will remain in the Required Reserve Fund on the aforementioned Payment
Date) when of the following circumstances occurs on a Payment Date:
(i) That on the previous Payment Date, the Reserve Fund has not been allocated to
the level of the Reserve Fund Required on that Payment Date.
(ii) That the Receivable Nominal Balance of the Non Defaulted Certificates more
than ninety (90) days in arrears exceeds 1.25% of the Receivable Nominal
Balance of the Non Defaulted Certificates, both items measured the last day of
the Calculation Period immediately prior to the Payment Date in question.
(iii) That the average margin added to the corresponding reference index to determine
the nominal interest rate of the Mortgage Loans, weighted by the Receivable
Nominal Balance thereof is equal to or less than 0.47%.
97
On the last Payment Date, the Required Reserve Fund will be equal to zero.
The amounts that form the Reserve Fund will be deposited in the Treasury Account under
the terms referred to in section 3.4.4.1 of this Additional Building Block.
3.4.3 Details of any subordinated debt financing
The Seller will grant the Fund an Accrued Interest Loan, a Subordinated Loan and a
Participative Loan, the main terms and conditions whereof are described below.
3.4.3.1. Accrued Interest Loan Agreement
The Seller will grant, in accordance with the provisions of the Accrued Interest Loan
Agreement, a subordinated loan to the Fund (the “Accrued Interest Loan” and the
“Accrued Interest Loan Agreement”, respectively) for a maximum total amount of
seven million (7,000,000) euros.
The amount of the Accrued Interest Loan will be allocated by the Sociedad Gestora
exclusively to pay the part of the price of the Certificates that corresponds to the Accrued
Interest, pursuant to section 3.3.2. of the Additional Building Block.
The amount of the Accrued Interest Loan will be delivered on the Disbursement Date by
means of a deposit into the Treasury Account.
The interest on the Accrued Interest Loan will be calculated on the basis of a floating
annual rate payable on each Payment Date equal to the Bond Reference Interest Rate
determined for each Interest Accrual Period plus a margin identical to the one applicable
to the Class E Bonds. The interest will be settled on each Payment Date, and will be
calculated on the following basis: (i) the actual effective days in each Interest Accrual
Period and (ii) a 360 day year.
The amount and the definitive margin of the Accrued Interest Loan will be determined by
the Sociedad Gestora on the Date of Incorporation, and the second (2nd) Business Day
prior to the date of Disbursement, respectively. The Sociedad Gestora will proceed to
notify CAJA MADRID:
- the definitive Amount of the Accrued Interest Loan before 1.00 p.m. (CET) of the
Date of Incorporation; and
- definitive margin of the Accrued Interest Loan on the second (2nd) Business Day
prior to the Date of Disbursement (when the Arranger has notified it of the margins
applicable to the Bonds of each Series).
The definitive margin of the Accrued Interest Loan will be stated in the notarial
disbursement record.
On each Payment Date, starting with the first Payment Date, and until the Accrued
Interest Loan is repaid in full, the Fund will deliver to CAJA MADRID, as repayment of
the principal of the Accrued Interest Loan, the remainder of the Available Funds after the
98
payment of the other obligations that rank higher in the Priority of Payment Order or the
All of the amounts that are to be paid to the Seller, whether for the payment of accrued
interest or for the repayment of principal of the Accrued Interest Loan, will be paid only
if the Fund has sufficient liquidity available and will be subject to the Priority of Payment
Order or to the Liquidation Priority of Payment Order, as appropriate.
All of the amounts which, as specified in the prior paragraphs, have not been paid to the
Seller will be paid on the following Payment Dates in which the Available Funds permit
said payment according to the Priority of Payment Order or to the Liquidation Priority of
Payment Order and will be paid in preference to the amounts required to be paid under
the Accrued Interest Loan on said Payment Date.
The amounts owing to the Seller and remaining unpaid according to the provisions of the
prior paragraphs will not accrue default interest in its favour.
3.4.3.2. Subordinated Loan Agreement
The Seller will grant, in accordance with the provisions of the subordinated loan
agreement, a subordinated loan to the Fund (the “Subordinated Loan” and the
“Subordinated Loan Agreement”, respectively) for a maximum total available amount
of twenty-six million three hundred and sixty thousand seven hundred and seventy-three
euros and sixty-six eurocents (€26,360,773.66).
The Fund will draw down the Subordinated Loan twice, as follows:
(i) A first drawdown, for a maximum amount of seven million five hundred and ten
thousand seven hundred and seventy-three euros and sixty-six eurocents
(€7,510,773.66), which will be delivered on the Date of Disbursement by deposit
into the Treasury Account, and which will be allocated by the Sociedad Gestora
exclusively to pay the Initial Expenses. The definitive amount of the first
drawdown will be determined by the Sociedad Gestora on the Second (2nd)
Business Day prior to the Disbursement Date when the Arranger has notified it of
the definitive underwriting and placement fees. The Sociedad Gestora will proceed
to notify CAJA MADRID of the definitive amount of the first drawdown under the
Subordinated Loan before 1.00 p.m. (CET) of the Second (2nd) Business Day prior
to the Disbursement Date.
(ii) A second drawdown, which will amount to a maximum amount of eighteen million
eight hundred and fifty thousand (18,850,000) euros, which will be delivered on
the second (2nd) Business Day prior to the first Payment Date by deposit into the
Treasury Account, and which will be allocated by the Sociedad Gestora exclusively
to cover the difference on the first Payment Date, between the interest accrued by
the Certificates until the Payment Date and the interest received from the
Certificates due prior to such Payment Date. The definitive amount of second
drawdown will be determined by the Sociedad Gestora before the second (2nd)
Business Day prior to the first Payment Date.
99
The balances drawn under the Subordinated Loan and subject to repayment will accrue
interest on the basis of a variable annual interest rate payable on each Payment Date equal
to the Reference Rate of interest of the Bonds determined for each Interest Accrual Period
plus a margin identical to the one applicable to the Class E Bonds. The interest will be
settled on each Payment Date, and will be calculated on the following basis: (i) the actual
effective days in each Interest Accrual Period and (ii) a 360 day year. The undrawn part
of the maximum amount available of the Subordinated Loan will not accrue Interest.
The definitive margin of the Subordinated Loan will be determined by the Sociedad
Gestora on the second (2nd) Business Day prior to the Date of Disbursement, when the
Arranger has notified it of the margins applicable to the Bonds of each Series and it will
proceed immediately to notify CAJA MADRID accordingly.
The definitive margin of the Subordinated Loan will be documented in the notarised
disbursement document.
The Fund will deliver to CAJA MADRID, in repayment of the amounts drawn down
under the Subordinated Loan and to the full repayment of the balance drawn down under
the Subordinated Loan, the remainder of the Available Funds after paying the other
higher ranking obligations in accordance with the Priority of Payment Order, or the
Liquidation Priority of Payment Order, as appropriate, on the following Payment Dates,
and with the following percentages on each one of them:
Payment Date %
22/11/2007 8.577%
22/02/2008 5.278%
22/05/2008 5.278%
22/08/2008 5.278%
24/11/2008 5.278%
23/02/2009 5.278%
22/05/2009 5.278%
24/08/2009 5.278%
23/11/2009 5.278%
22/02/2010 3.959%
24/05/2010 3.959%
23/08/2010 3.959%
22/11/2010 3.979%
22/02/2011 3.062%
23/05/2011 3.062%
22/08/2011 3.062%
22/11/2011 3.062%
22/02/2012 2.722%
22/05/2012 2.041%
22/08/2012 2.041%
22/11/2012 2.041%
22/02/2013 2.041%
22/05/2013 2.041%
22/08/2013 1.701%
22/11/2013 1.701%
100
24/02/2014 1.701%
22/05/2014 1.701%
22/08/2014 1.364%
All of the amounts that are to be paid to the Seller, both for the payment of accrued
interest and as repayment of the amounts drawn down under the Subordinated Loan, will
be paid only if the Fund has sufficient liquidity available and will be subject to the
Priority of Payment Order or to the Liquidation Priority of Payment Order, as appropriate.
Payment Order, as appropriate, and will be paid in preference to the amounts required to
be paid under the Subordinated Loan on said Payment Date.
3.4.3.3. Participative Loan Agreement
The Seller will grant, in accordance with the provisions of the Participative Loan
Agreement, a subordinated loan to the Fund (the “Participative Loan”), and the
“Participative Loan Agreement”, respectively), which the Sociedad Gestora will use to
fund the Initial Reserve Fund.
The total amount of the Participative Loan will be one hundred and eight million
(108,000,000) euros.
The amount of the Participative Loan will be delivered on the Disbursement Date by
means of a deposit into the Treasury Account.
The Participative Loan will be redeemed on each Payment Date, by an amount equal to
the amount by which the Required Reserve Fund is reduced on each Payment Date,
pursuant to the Priority of Payment Order or to the Liquidation Priority of Payment
Order, as appropriate.
The interest on the Participative Loan will be calculated based on a floating annual
interest rate, payable on each Payment Date, equal to the Reference Interest Rate
determined for each Interest Accrual Period plus a margin identical to the one applicable
to the Class E Bonds. The definitive margin of the Participative Loan will be determined
by the Sociedad Gestora on the second (2nd) Business Day prior to the Date of
Disbursement, when the Arranger has notified it of the margins applicable to the Bonds of
each Series. The interest will be settled on each Payment Date, and will be calculated on
the following basis: (i) the actual effective days in each Interest Accrual Period and (ii) a
360 day year.
The definitive margin of the Participative Loan will be stated in the notarial disbursement
record.
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All of the amounts that are to be paid to the Seller pursuant to the provisions set forth in
the previous paragraphs, will be subject to the Priority of Payment Order or to the
Liquidation Priority of Payment Order, as appropriate.
Payment Order, as appropriate, and will be paid in preference to the amounts required to
be paid under the Participative Loan on said Payment Date.
3.4.3.4. Subordination of the Bonds
In terms of payment of interest and reimbursement of principal, the Class E Bonds rank
after the Class A, B, C and D Bonds. In terms of payment of interest and reimbursement
of principal, the Class D Bonds rank after the Class A, B and C Bonds. In terms of
payment of interest and reimbursement of principal, the Class C Bonds rank after the
Class A and B Bonds. In terms of payment of interest and reimbursement of principal, the
Class B Bonds rank after the Class A Bonds. All this in accordance with the Priority of
Payment Order or the Liquidation Priority of Payment Order, as appropriate.
Sections 4.6.1 and 4.6.2 of the Securities Note specify how the interest and principal
reimbursement payments of the Bonds of each Class rank in the Fund priority of payment
order.
Should the circumstances causing the pro rata redemption of the Class A, B, C, D and E
Bonds set forth in section 4.9.4 of the Securities Note arise, there will be no subordination
in the reimbursement of principal of the Bonds of these Classes.
3.4.4 Parameters for the investment of temporary liquidity surpluses and a

description of the parties responsible for such investment
The investment parameters for the liquidity surpluses of the Fund are listed in the
Financial Services Contract, which regulates the Treasury Account.
3.4.4.1. Treasury Account
The Fund will have available through the Financial Agent, as per the provisions of the
Financial Services Contract, a bank account opened on behalf of the Fund (the "Treasury
Account"), that will be used to pay all the amounts that the Fund must receive from the
Seller derived from the Mortgage Loans and, following the instructions of the Sociedad
Gestora, to make all the payments of the Fund, in accordance with Priority of Payment
Order or to the Liquidation Priority of Payment Order, as appropriate.
The Financial Agent will provide to the Fund all of the customary services relating to the
maintenance and administration of said account, in accordance with normal banking
practices. Any costs charged for the maintenance of such account will be charged to the
102
Financial Agent, except for any costs incurred due to the negligence of the Sociedad
Gestora.
The Treasury Account will not be allowed to have a negative balance to the detriment of
the Fund. The balances in the Treasury Account will remain as available cash.
Whenever the Fund has a positive balance in the Treasury Account, such balance will
accrue a floating annual interest rate, in favour of the Fund, equal to the result of reducing
(i) the Reference Interest Rate applicable to the Bonds in each Interest Accrual Period by
(ii) a margin of 0.20%. The interest will be calculated and settled every quarter, will be
paid on each Payment Date, and will be calculated on the following basis: (i) the actual
days that exist in each interest accrual period and (ii) a 360 day year.
The balances in the Treasury Account in favour of the Fund, cannot be used, in any way,
by the Seller to offset any kind of debt concurrently maintained by the Fund or by related
third parties, unless the Fund has any amount left over once the Available Funds have
been used to meet the payment obligations set forth in the Priority of Payment Order or,
where applicable, in the Liquidation Priority of Payment Order, and prior written
approval from the Sociedad Gestora has been obtained.
In the event that the rating assigned by the Rating Agencies to the Financial Agent's
short-term risk, such Financial Agent's current ratings being A-1+ (S&P), F1+ (Fitch),
and P-1 (Moody’s), is modified, the measures that are described in section 5.2 of the
Securities Note will be applicable.
3.4.5 How payments are collected in respect of the assets
3.4.5.1. Frequency of payments
As indicated above, the payments received from the Mortgagors, as well as the
indemnities that CAJA MADRID receives as beneficiary of the damage insurance
policies and any others amounts to which the Fund is entitled as holder of the Certificates,
will be deposited in the Treasury Account every Tuesday or, if this is not a Business Day,
the immediately next Business Day and will consist of the income received from the
Certificates. Notwithstanding the above, should the rating of CAJA MADRID be
downgraded below P-1 (Moody’s), F1 (Fitch) or A-2 (S&P), the payments received from
the Mortgagors and the indemnities referred to in this section must be paid into the
Treasury Account every two (2) Business Days, in addition to furnishing additional
collateral, if necessary, to maintain the Bond ratings.
CAJA MADRID, in accordance with the provisions of section 3.7.1 of the Additional
Building Block, and in its capacity as servicer of the Mortgage Loans, will not pay any
amount to the Fund that it has not previously received from the Mortgage Loans pooled in
the Fund.
3.4.6 Order of priority of payments made by the issuer
3.4.6.1. Source and application of funds on the Disbursement Date and until the
first Payment Date, exclusive
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The source and application of the amounts available to the Fund on the Disbursement
Date will be as follows:
1. Source: The Fund will have funds available from the following sources:
a) Funds received as a result of the issue and placement in the market of the Bonds.
b) First drawdown under the Subordinated Loan.
c) Drawdown of the principal of the Participative Loan.
d) Drawdown of the principal of the Accrued Interest Loan.
2. Application: The Fund, in turn, will apply the above funds for the following items:
a) Payment of the subscription price of the Certificates.
b) Payment of the Initial Expenses as described in section 6 of the Securities Note.
c) Allowance for the Initial Reserve Fund.
3.4.6.2. Source and application of funds beginning on the first Payment Date
and until the last Payment Date or the liquidation of the Fund, exclusive
On each Payment Date that is not the Final Maturity Date or on which the early
liquidation of the Fund does not take place, the Sociedad Gestora will proceed in
successive order to apply the Available Funds in the Priority of Payment Order which is
established below for each one of them.
a. Available Funds: Source
The available resources that the Fund has on each Payment Date, which will be deposited
in the Treasury Account for the distribution of the pertinent amounts to the Bondholders
and to the rest of the Fund's creditors for the payment of the pertinent fees (the
“Available Funds”), will equal the sum of:
a) Any amount that, as ordinary interest and repayment of principal, corresponds to

the Mortgage Loans pooled in the Funds (pertaining to the three (3) Calculation
Periods immediately prior to this Payment Date, except for the first Payment Date,
when the amounts received from the Mortgage Loans corresponding to the first
four (4) Calculation Periods will be considered);
b) The amounts which at any given moment comprise the Reserve Fund;
Interest on balances of the Treasury Account (pertaining to the three (3) Calculation
Periods immediately prior to that Payment Date, except for the first Payment Date,
when the amounts received from the Mortgage Loans corresponding to the first four
(4) Calculation Periods will be considered);
104
c) Where applicable, the Net Amount received under the Interest Swap Agreement
pursuant to the provisions of section 3.4.7.1 of the Additional Building or, in the
case of a breach, of its settlement payment;
d) Where applicable, the Option Amount Payable received under each of the Option
Agreements pursuant to the provisions of section 3.4.7.2. of the Additional
Building or, in the case of a breach, of its settlement payment;
e) Where applicable, any other amounts that the Fund may have received from the
Mortgage Loans pooled in it (pertaining to the three (3) Calculation Periods
immediately preceding that Payment Date, except for the first Payment Date, when
the amounts received from the Mortgage Loans corresponding to the first four (4)
Calculation Periods will be considered).
b. Available Funds: Application
In general, the Available Funds, as defined in paragraph a of this section will be applied,
on each Payment Date, to meeting, irrespective of the time that they become due, the
payment or withholding obligations on each Payment Date in the following order of
priority, except with respect to point 1 of the order, which may be applied at any time as
and when enforceable, (the “Priority of Payment Order”):
(1) Payment of the Ordinary Expenses (except for the payment of the Sociedad
Gestora's fee, which ranks second in the priority order) and Extraordinary Expenses
(whether prepaid or not by the Sociedad Gestora and properly documented, and
except for those expressly listed under any other item of the Priority of Payment
Order) and taxes payable by the Fund.
(2) Payment of the fee to the Sociedad Gestora.
(3) Payment, where applicable, of the Net Amount payable by the Fund under the
Interest Swap Agreement referred to in section 3.4.7.1 of this Additional Building
Block and, only in the case of termination of the aforementioned Contract due to a
breach by the Fund, payment by the Fund of the amounts which relate to the
liquidation payment.
(4) Payment of interest of the Class A Bonds.
(5) Payment of interest of the Class B Bonds.
The payment of the Interest of the Class B Bonds will be postponed and rank (10th) in
this Priority of Payment Order, when the Receivable Nominal Balance of the Non-
Defaulted Certificates accumulated on the last day of the Calculation Period
immediately prior to the Payment Date in question represents a Percentage equal to or
higher than 20.30% of the original balance of the Certificates.
The postponement referred to in the previous paragraph will be maintained on the

subsequent Payment Dates until the Payment Date on which in the Class A Bonds are
going to be redeemed in full.
(6) Payment of interest of the Class C Bonds.
105
The payment of the Interest of the Class C Bonds will be postponed and rank (11th) in

subsequent Payment Dates until the Payment Date on which in the Class A and B
Bonds are going to be redeemed in full.
(7) Payment of interest of the Class D Bonds.
The payment of the Interest of the Class D Bonds will be postponed and rank (12th) in

subsequent Payment Dates until the Payment Date on which in the Class A, B and C
Bonds are going to be redeemed in full.
(8) Payment of interest of the Class E Bonds.
The payment of the Interest of the Class E Bonds will be postponed and rank (13th) in

subsequent Payment Dates until the Payment Date on which in the Class A, B, C and
D Bonds are going to be redeemed in full.
(9) Withholding and application of the Amount Available for Redemption, subject
to the provisions of sections 4.9.3 and 4.9.4 of the Securities Note with respect to the
ordinary and extraordinary redemption rules.
(10) In the event of the situation described in number (5) above, payment of the
Class B Bond Interest.
Class C Bond Interest.
Class D Bond Interest.
Class E Bond Interest.
106
(14) Withholding of the amount sufficient to keep maintain the Required Reserve
Fund.
(15) Where applicable, payment of the amount payable by the Fund as the
liquidation payment upon the termination of the Interest Swap Agreement or of the
Option Agreements due to a breach by the counterparty.
(16) Payment of the Interest accrued by the Accrued Interest Loan.
(17) Payment of the Interest accrued by the Participative Loan.
(18) Payment of the Interest accrued by the Provisions Low the Subordinated Loan.
(19) Repayment of the principal of the Accrued Interest Loan.
(20) Repayment of the principal of the Participative Loan.
(21) Reimbursement of the amounts drawn down under the Subordinated Loan.
(22) Payment of the Financial Intermediation Margin.
In the event the Available Funds were insufficient to make any of the above payments,
the following rules would apply:
− The Available Funds will be applied to the different items mentioned in the
established priority order and pro rata to the required amount among those entitled
to receive payment.
− The amounts that remain unpaid will rank, on the next Payment Date, in an order
of priority that places them immediately before the actual position for the same
payment in question.
− The amounts owed by the Fund that are not paid on their respective Payment Dates
will not accrue additional interest.
3.4.6.3. Liquidation Priority of Payment Order
In the event of the liquidation of the Fund in accordance with the rules set forth in section
4.4.3 of the Registration Document, the Available Funds, as defined in section a) above,
will be applied to the following items (the “Liquidation Priority of Payment Order”):
(1) Allocation of the Liquidation Expenses Reserve.
(2) Fund Ordinary and Extraordinary Expenses (except those expressly listed under
another item of the Priority of Payment Order) and any taxes payable by the Fund.
(3) Payment of the fee to the Sociedad Gestora.
(4) Payment, where applicable, of the Net Amount payable by the Fund under the
Interest Swap Agreement referred to in section 3.4.7.1 of this Additional Building
107
Block and, only in the case of termination of the aforementioned contract or of some
of the Option Agreements due to a breach by the Fund, payment by the Fund of the
amounts which relate to the liquidation payment.
(5) Payment of interest of the Class A Bonds.
(6) Repayment of the principal of the Class A Bonds.
(7) Payment of interest of the Class B Bonds.
(8) Repayment of the principal of the Class B Bonds.
(9) Payment of interest of the Class C Bonds.
(10) Repayment of the principal of the Class C Bonds.
(11) Payment of interest of the Class D Bonds.
(12) Repayment of the principal of the Class D Bonds.
(13) Payment of interest of the Class E Bonds.
(14) Repayment of the principal of the Class E Bonds.
(15) Where applicable, payment of the amount payable by the Fund as the
liquidation payment upon the termination of the Interest Swap Agreement or of the
Option Agreements due to a breach by the counterparty.
(16) Payment of the Interest accrued by the Accrued Interest Loan.
(17) Payment of the Interest accrued by the Participative Loan.
(18) Payment of the Interest accrued by the drawdowns under the Subordinated
Loan.
(19) Repayment of the principal of the Accrued Interest Loan.
(20) Repayment of the principal of the Participative Loan.
(21) Reimbursement of the amounts drawn down under the Subordinated Loan.
(22) Payment of the Financial Intermediation Margin.
In the event the Available Funds were insufficient to make any of the above payments,
the Available Funds will be applied to the different items mentioned in the established
priority order and pro rata to the required amount among those entitled to receive
payment.
108
3.4.6.4. Financial Intermediation Margin
CAJA MADRID will be entitled to receive from the Fund a variable and subordinated
amount as remuneration for its involvement in the financial intermediation process
carried out and that has permitted the financial transformation defining the Fund's
activity, the latter's subscription of the Certificates, and the rating assigned to each Series
of Bonds (the “Financial Intermediation Margin”).
Such remuneration will be settled every quarter on each Payment Date, for an amount
equal to the positive difference on each Payment Date between the Available Funds and
the application of items one (1) to twenty-one (21) of the Priority of Payment Order or the
Liquidation Priority of Payment Order, as appropriate.
This amount will not be deemed a fee or consideration owed on account of the delivery of
a good or provision of a service to the Fund, but instead will be deemed as remuneration
for the financial intermediation process carried out by CAJA MADRID by issuing the
Certificates pooled in the Fund.
3.4.6.5. Fund Expenses
Pursuant to the provisions of the Priority of Payment Order and the Liquidation Priority
of Payment Order, described in the previous paragraphs, the Sociedad Gestora will pay,
and charge to the Fund, all of the Fund operating expenses, including both the Initial
Expenses and the Ordinary Expenses and the Extraordinary Expenses that accrue
throughout its life.
(i) Initial expenses
Fund incorporation expenses and Bond issue expenses (the “Initial Expenses”), an
estimate of which is contained in section 6 of the Securities Note. The initial expenses
will be paid with the amount drawn down from the Initial Expenses Loan and without
being subject to the Priority of Payment Order or to the Liquidation Priority of Payment
Order.
(ii) Expenses throughout the life of the Fund
The Sociedad Gestora will pay, and charge to the Fund, all operating expenses, including
both the periodic ordinary expenses and also the extraordinary expenses that accrue
throughout its life, and such expenses will be paid in their respective Priority of Payment
Order or Liquidation Priority of Payment Order.
Merely by way of illustration, the Sociedad Gestora will pay the following expenses:
− The following are considered ordinary expenses “Ordinary Expenses”): expenses

that may arise from mandatory administrative verifications, registrations and
authorisations not included in the Initial Expenses; the fees payable to the Ratings
Agencies for monitoring and maintaining the rating of the Bonds; expenses relating
to the Bonds bookkeeping, involving their representation by the book-entry system,
109
their admission to trading on the organised secondary markets and the maintenance
of all of the above, not included in the Initial Expenses; the expenses incurred in
servicing the Fund; the expenses incurred in the annual financial audit of the Fund;
the expenses incurred in the redemption of the Bonds; the expenses incurred in the
announcements and notifications relative to the Fund and/or the Bonds; the
financial expenses of the Bond Issue and the fee of the Financial Agent and of the
Sociedad Gestora.
It is estimated that the Ordinary Expenses during the first year of the life of the
Fund will amount to six hundred and eighty-eight thousand (688,000) euros. It is
expected that the annual amount of Ordinary Expenses will drop throughout the life
of the Fund due to the fact that the amount of some of the Ordinary Expenses of the
Fund are calculated as a percentage on the current balance of the transaction, which
logically will drop over time.
− The following are considered extraordinary expenses (“Extraordinary

Expenses”): Should this be the case, expenses arising from the preparation and
formal execution of the amendment of the Deed of Incorporation and of the Fund's
Contracts, as well as for the execution of additional contracts; where applicable,
the amount of Initial Expenses that exceeds the amount of the first drawdown
under the Subordinated Loan; extraordinary audit and legal advice expenses; any
expenses incurred in the sale of the Certificates and of the remaining assets of the
Fund when it is liquidated; the expenses required for initiating the enforcement of
the Mortgage Loans and those arising from the necessary recovery actions; the
consideration payable to the servicer of the Mortgage Loans if the Seller is
substituted as the servicer thereof; in general, any other extraordinary expenses
incurred by the Fund or by the Sociedad Gestora, on behalf of and for the account
of the same.
− Any expenses that are incurred in liquidating the Fund will be considered
liquidation expenses (“Liquidation Expenses").
3.4.7 Other arrangements upon which payments of interest and principal to

investors are dependent
3.4.7.1. Interest Swap Agreement
The Sociedad Gestora will enter into, on behalf of and for account of the Fund, an interest
swap agreement (“Interest Swap Agreement”), with CAJA MADRID, in accordance
with the Financial Transaction Master Agreement of the Spanish Banking Association,
whose most relevant terms are described below:
Party A:: CAJA MADRID.
Party B:: The Sociedad Gestora, on behalf of and for the account of the Fund.
1. Settlement Dates: The settlement dates will match the Bond Payment Dates, in
other words, 22 February, May, August and November of each year or, if that day
is not a Business Day, on the immediately next Business Day. The first Settlement
Date will be 22 November 2007.
110
2. Party A Calculation Period: The Party A Calculation Period will be the number
of days that actually pass between two consecutive Settlement Dates, including the
first one but excluding the last one. Exceptionally, the duration of the first Party A
Calculation Period will be equivalent to the number of days actually elapsed
between the Disbursement Date (inclusive) and 22 November 2007 (exclusive).
3. Party B Subperiod Calculation Dates: The Party B Subperiod Calculation Dates

will be the last day of each calendar month. The first Party B Subperiod
Calculation Date will be 31 July 2007.
4. Party B Calculation Subperiods: The Party B Calculation Subperiods will be the

business days elapsed between the last day of each calendar month and the last
calendar day of the consecutive month, excluding the first day and including the
last. Exceptionally, the duration of the first Party B Calculation Subperiod will be
equivalent to the number of days actually elapsed between 18 July 2007 (inclusive)
and 31 July 2007 (inclusive).
5. Notional Amount: For each Party A Calculation Period and for the three Party B
Calculation Subperiods settled one the same Settlement Date, the Receivable
Nominal Balance of the Certificates on the first day of the third Party B Calculation
Subperiod ended prior to the Settlement Date in question (in other words, of the
three (3) immediately previous ones, the Party B Calculation Subperiod furthest in
time from the Settlement Date in question), provided that such Certificates are not,
on the last day of the Party B Calculation Subperiod ended immediately prior to the
Settlement Date in question (in other words, the nearest in time to the Settlement
Date in question) with delays in the payment of the amounts more than ninety (90)
days in arrears.
Exceptionally, for the first Party A Calculation Period and for the first four Party B
Calculation Subperiods (in other words, those of the calendar months of July,
August, September and October), the Notional Amount will equal the Receivable
Nominal Balance of the Certificates on the Date of Incorporation, provided that
such Certificates are not, on the last day of the Party B Calculation Subperiod
ended immediately prior to the Settlement Date in question (in other words, the
nearest in time to the Settlement Date in question) with delays in the payment of
the amounts more than ninety (90) days in arrears.
6. Fixing Date of the Notional Amount: The last day of the Party B Calculation
Subperiod ended immediately prior to the Settlement Date in question (in other
words, the nearest in time to the Settlement Date in question).
7. Settlement Basis: Current/360, applicable to the calculation of the Amount

Payable by each of the Parties.
8. Maturity Date: The earlier of (i) the Legal Maturity Date (22 February 2050), (ii)
the Date of the Dissolution of the Fund, in accordance with the provisions set forth
in section 4.4.3 of the previous Registration Document. Upon the Maturity Date,
neither of the Parties will be under the obligation to pay any settlement amount to
the other, without detriment to the provisions regarding the responsibilities derived
from the occurrence of an event of breach of the Interest Swap Agreement.
111
9. Payments: Any payments (or collections) that have to be made under the Interest
Swap Agreement will be made on each Payment Date for their net value, that is to
say, for the positive (or negative) difference between the Amount Payable by Party
A and the Amount Payable by Party B (the "Net Amount”), and subject to the
Priority of Payment Order or to the Liquidation Priority of Payment Order, as
appropriate.
Party A
1. Payer of the Party A Variable Amount: Party A
2. Party A Floating Rate: Reference Interest Rate plus the Differential.
3. Fixing Date of the Party A Floating Rate:: Second (2 nd) Business Day prior to
each Settlement Date and will apply for the next Party A Calculation Period.
Exceptionally, the Fixing Date of the Party A Floating Rate for the first Party A
Calculation Period will be the second (2 nd) Business Day prior to the Disbursement
Date (that is to say, 16 July 2007).
4. Differential: This will fall between the following values: -0.15% — 0.15%. The
Differential will be determined by Party A and notified by fax to the Sociedad
Gestora, before 10.00 a.m. (CET) of the Date of Incorporation. In the absence of
such notification, the Sociedad Gestora will set the Differential within the said
range of values. The Sociedad Gestora will also notify the CNMV accordingly, and
it will be registered in the disbursement certificate.
5. Amount Payable by Party A: On each Settlement Date, Party A will pay Party B
the result of multiplying the Notional Amount by the Party A Floating Rate by the
number of days of the immediately previous Party A Calculation Period divided by
360.
Party B
1. Payer of the Party B Variable Amount: The Fund, represented by the Sociedad
Gestora.
2. Settlement Reference: Twelve (12) month EURIBOR interest rate displayed on

the EURIBOR01 page of the “REUTERS” screen”, at 11.00 a.m. (CET) of the
Reference Date. “REUTERS screen, page EURIBOR01” is the one that displays
the contents of the page “EURIBOR01” in REUTERS MONITOR MONEY
RATES SERVICE (or any other page that may replace it in this service).
In the absence of the rates in accordance with the provisions of the previous
paragraph, the substitute rates of the Reference Interest Rate described in section
4.8. of the Securities Note will apply.
3. Reference Dates: 15th day of each month subject to the Next Business Day
Convention.
112
The first Reference Date will be 15 December 2006.
4. Party B Floating Rate Calculation and Fixing Date: In each Party B Calculation
Subperiod, the weighting of the twelve (12) month EURIBOR rate, determined in
accordance with the Settlement Reference, on each of the pertinent six (6)
Reference Dates, from the second (2nd) to the seventh (7th) month prior to such
Party B Calculation Subperiod. Additionally, each monthly rate will receive a
weighting calculated between the following differentials:
- between 9.39% and 19.39% January Settlement Reference;

- between 11.82% and 21.82% February Settlement Reference;
- between 13.96% and 23.96% March Settlement Reference;
- between 15.76% and 25.76% April Settlement Reference;
- between 9.67% and 19.67% May Settlement Reference;
- between 9.40% and 19.40% June Settlement Reference;
- between 9.39% and 19.39% July Settlement Reference;
- between 11.82% and 21.82% August Reference Settlement;
- between 13.96% and 23.96% September Settlement Reference;
- between 15.76% and 25.76% October Settlement Reference;
- between 9.67% and 19.67% November Settlement Reference;
- between 9.40% and 19.40% December Settlement Reference.
The definitive weightings will be determined by agreement between the Sociedad
Gestora and Party A before 10.00 a.m. (CET) of the Date of Incorporation. In the
absence of such agreement, the Sociedad Gestora will fix the weightings within the
said differentials. Such weightings will be notified by the Sociedad Gestora to the
CNMV and will be registered in the disbursement certificate
The aforementioned weightings, once determined in the manner described in the

previous paragraph, will remain unchanged throughout the life of the transaction.
5. Amount Payable by Party B: On each Settlement Date, Party B will pay Party A
the resulting of adding the three (3) amounts, each one referring to each of the three
(3) Party B Calculation Subperiods ended immediately before the Settlement Date
in question, obtained by multiplying:
(i) the Notional Amount, by
(ii) the Party B Floating Rate for the Party B Calculation Subperiod in question,
by
(iii) the number of days of the Party B Calculation Subperiod, divided by 360.
113
Net Amount and termination of the Interest Swap Agreement: Any payments (or
collections) that have to be made under the Interest Swap Agreement will be made on
each Settlement Date for its net value, that is to say, for the positive (or negative)
difference between the Amount Payable by Party A and the Amount Payable by Party B.
The payments to be made by Party B will be made in accordance with the Priority of
Payment Order or the Liquidation Priority of Payment Order.
Breaches of the Interest Swap Agreement.
If, on a Settlement Date, the Fund does not pay the full amount payable to CAJA
MADRID, the Interest Swap Agreement may be terminated at the request of CAJA
MADRID. In the event that a settlement amount is owed, the Fund will, if applicable,
assume the obligation to pay the settlement amount specified under the terms of the
Interest Swap Agreement, all in accordance with the Priority of Payment Order or with
the Liquidation Priority of Payment Order.
If on a Settlement Date CAJA MADRID does not meet its payment obligations for all or
part of the amount that is owed to the Fund, the Sociedad Gestora can choose to terminate
the Interest Swap Agreement. In this case, (i) CAJA MADRID will assume the obligation
to pay the settlement amount specified in the Interest Swap Agreement or (ii) any
amounts payable by the Fund to CAJA MADRID, in accordance with the provisions of
the Interest Swap Agreement, will be paid according to the Fund Priority of Payment
Order or the Liquidation Priority of Payment Order.
The settlement amount, when applicable under the Interest Swap Agreement, will be
calculated by the Sociedad Gestora, as the calculation agent of the Interest Swap
Agreement, in terms of the market value of such agreement.
Notwithstanding the foregoing, except in a permanent situation of alteration of the

financial equilibrium of the Fund, the Sociedad Gestora, for and on behalf of the Fund,
will endeavour to enter into a new Interest Swap Agreement.
Expiry of the Interest Swap Agreement
The early termination of the Interest Swap Agreement will not in itself constitute a reason
for the early expiry of the Fund, or its Early Liquidation, unless the termination occurs in
conjunction with other events or circumstances related to the Fund’s net worth, producing
a substantial or permanent change in its financial equilibrium.
The Interest Swap Agreement will expire on the earlier of (i) the Legal Maturity Date and
(ii) the date on which one the grounds for the extinction of the Fund occurs.
Rating change events

For the purposes of complying with the Criteria of Fitch, Moody’s and S&P, Party A will
give an irrevocable undertaking to notify the Sociedad Gestora, as soon as such
circumstance occurs, throughout the life of the Bond Issue, if the long and short term
ratings it has been assigned by the Rating Agencies are modified or withdrawn.
114
Fitch's Criteria
Party A will give an irrevocable undertaking that if, at any time throughout the life of the
Bond Issue, the rating of the non-subordinated and unsecured debt of Party A is
downgraded to below A and/or F1 (Fitch), then within a maximum of thirty (30) days
from when said circumstances occurred, Party A will implement one of the following
options under the terms and conditions that the Sociedad Gestora deems appropriate, after
notifying the Rating Agencies, in order to maintain the ratings assigned to each of the
Series by Fitch:
(i) to find a third party that is rated A and F1 or higher (Fitch), to stand as surety for
the performance of its contractual obligations;
(ii) to find a third party that has the same ratings as option (i) above, that will assume
the same rights and obligations as assumed by Party A in the Interest Swap Agreement
either by being subrogated in it or by virtue of new agreements in terms and conditions
substantially identical to the Interest Swap Agreement and to the transactions involved,
provided that the ratings assigned to the Bonds by Fitch; or
(iii) make a deposit consisting of cash or of securities in favour of the Fund, in an

account opened in another entity which has been assigned a short-term risk rating equal to
or higher than F1 (Fitch), as a guarantee for the contractual obligations of Party A. The
amount will be calculated using the market value of the specific transaction, including the
fee that would become payable in the event of the Substitution of the Seller in its capacity
as Mortgage Loans servicer, so as not to impair the rating assigned to the each Series of
Bonds in accordance with the requirements of the Rating Agencies' Swap Criteria n force
at that time. For these purposes, the “Swap Criteria of the Rating Agencies” will be the
official criteria published by Fitch that are in force from time to time and which lay down
the guidelines for quantifying the amount of the aforementioned deposit.
Where applicable and, in terms of the severity of the possible downgrading of the ratings
assigned to the Bonds by Fitch, the latter may consider that only options (i) and (ii) above
are valid, in which case it will notify the Sociedad Gestora and Party A, and the latter
must adopt of one the said options within a maximum of ten (10) Business Days.
Moody’s Criteria
Party A will give the following irrevocable undertakings under the Interest Swap
Agreement:
(i) If, at any time throughout the lifetime of the Bond Issue, neither Party A nor any
of its Guarantors has the Required First Rating Level (“Breach of the First Rating
Level”), Party A will implement one of the following measures within thirty (30)
Business Days of such circumstance occurring:
a) Find a Substitute with the Required First Rating Level (or else a Substitute that has
a Guarantor with the Required First Rating Level);
b) Find a Guarantor with the Required First Rating Level; or
115
c) Make a deposit consisting of cash or of securities in favour of the Fund in an entity
that is rated P-1 (Moody’s), granted for an amount that does not have a negative impact
on the rating of the Bonds by Moody’s.
(ii) If, at any time throughout the lifetime of the Bond Issue, neither Party A nor any of
its Guarantors has the Required Second Rating Level (“Breach of the Second Rating
Level”), Party A, acting diligently, will procure, in the shortest possible time frame, to:
a) Find a Substitute with the Required Second Rating Level (or else a Substitute that
has a Guarantor with the Required Second Rating Level);
b) Find a Guarantor with the Required Second Rating Level.
Until the alternatives described above are implemented, Party A will, within the period of
thirty (30) Business Days granted from the occurrence of the Breach of the Second Rating
Level, make a deposit consisting of cash or of securities in favour of the Fund in an entity
that is rated P-1 (Moody’s), for an amount that does not have a negative impact on the
rating of the Bonds by Moody´s.
The obligations of Party A under sections (i) and (ii) above, as well as the Grounds of
Early Termination derived therefrom, will only remain in force while the grounds that
gave rise to the Breach of the First Rating Level or the Breach of the Second Rating
Level, respectively, continue to exist. The amount of the deposit that Party A may have
made under sections (i) and (ii) above will be returned to Party A when the grounds that
gave rise to the Breach of the First Rating Level or the Breach of the Second Rating
Level, respectively, cease to exist.
For the purposes of this section:
- “Guarantor” means the entity that provides an unconditional, irrevocable and first
demand guarantee with respect to the present and future obligations of Party A (the
“Guarantee”), and provided that (A) a law firm provides a legal opinion confirming that
none of the payments made by such entity to Party B under the Guarantee is subject to
deductions or withholdings by or on account of a tax; or (B) the Guarantee determines
that, if such deduction or withholding exists, the payment made by such entity will be
increased by the amount necessary in order for the net payment received by Party B
equals the amount that Party B would have received had the deduction or withholding not
existed.
- “Substitute” means the entity that is subrogated in the contractual position of Party
A in the Interest Swap Agreement or that enters into a new Interest Swap Agreement with
Party B, In terms substantially identical to the Interest Swap Agreement (which will be
confirmed by Party B, acting diligently), and provided that (A) a law firm provides a legal
opinion confirming that none of the payments made by such entity to Party B is subject to
deductions or withholdings by or on account of a tax; or (B) if such deduction or
withholding exists, the payment made by such entity will be increased by the amount
necessary in order for the net payment received by Party B equals the amount that Party B
would have received had the deduction or withholding not existed. Such entity, in all
events, will be deemed Party A in the Interest Swap Agreement or in the new Interest
Swap Agreement that is signed.
116
- An entity will have the “Required First Rating Level” (A) in the event that such
entity has a Moody’s rating for its unsecured and non-subordinated short-term debt, if
such rating is P-1 and the Moody’s rating for its unsecured and non-subordinated long-
term debt is rated A2 or higher, and (B) in the event that such entity does not have a
Moody’s rating for its unsecured and non-subordinated short-term debt, if the Moody’s
rating for its unsecured and non-subordinated long-term debt is rated A1 or higher.
- An entity will have the “Required Second Rating Level” (A) in the event that
such entity has a Moody’s rating for its unsecured and non-subordinated short-term debt,
if such rating is P-2 or higher and the Moody’s rating for its unsecured and non-
subordinated long-term debt is rated A3 or higher, and (B) in the event that such entity
does not have a Moody’s rating for its unsecured and non-subordinated short-term debt, if
the Moody’s rating for its unsecured and non-subordinated long-term debt is rated A3 or
higher.
S&P's criteria
According to the updated S&P counterparty criterion “Revised Framework For Applying
Counterparty And Supporting Party Criteria” published on 8 May 2007:
- Should the rating of Party A be downgraded, at any moment throughout the

lifetime of the Bond issue, below A-2 (S&P), Party A may continue being an eligible
counterparty provided it agrees to collateralize, within 10 business days, 100% of the
mark-to-market of the Interest Swap Agreement, calculated in accordance with S&P's
criteria.
- Should it not choose the previous option, Party A will become an ineligible
counterparty to the transaction and must, within sixty (60) business days:
(i) Replace the ineligible counterparty with another entity that is rated at least A-1
(S&P).
(ii) Obtain from a financial institution deemed appropriate by S&P and that is rated at
ineligible counterparty under the Interest Swap Agreement.
- Should the rating of Party A be downgraded, at any moment throughout the

lifetime of the Bond issue, to A-3 (S&P), it will become an ineligible counterparty to the
transaction and must, within sixty (60) business days, implement option (i) or (ii) above.
Meanwhile, within ten (10) Business Days, the ineligible counterparty must increase the
previously established collateralization by 25% of the market value of the Interest Swap
Agreement in accordance with the criteria of S&P.

117
All costs, expenses and taxes incurred as a result of non-compliance of the above
obligations will be borne by CAJA MADRID.
3.4.7.2. Option Agreements
In order to hedge against the interest rate risk and guarantee a minimum spread on the
Certificates that it has pooled in its assets and that are linked to Mortgage Loans whose
Reference Interest Rate is one of three types of Mortgage Reference Rates (MRR of
Banks, MRR of Savings Banks, or MRR of All Reference Entities) (the “reference
indices” and each one, a “Reference Index”), the Sociedad Gestora will enter into, on
behalf of and for account of the Fund, three Option Agreements, one for each of the three
reference indices, in accordance with the Financial Transaction Master Agreement of the
Spanish Banking Association (the “Option Agreements”), whose most relevant terms are
described below:
1. Premium: The Sociedad Gestora will pay CAJA MADRID, on the Date of
Disbursement, as a premium relating to each of the Option Agreements, an amount
of up to forty-five (45) basis points on the Receivable Nominal Balance of the
Certificates on the Incorporation Date linked to the Mortgage Loans with the Index
in question.
2. Payer of the Option Variable Amount: CAJA MADRID.
3. Settlement Dates: The settlement dates will match the Bond Payment Dates, in
other words, 22 February, May, August and November of each year or, if that day
is not a Business Day, on the immediately next Business Day. The first Settlement
Date will be 22 November 2007.
4. Option Calculation Periods: The Option Calculation Period will be the days that
actually pass during the three (3) calendar months immediately prior to the
corresponding Settlement Date. Exceptionally, the duration of the first Option
Calculation Period will be equivalent to the number of days that actually pass
between the Date of Disbursement and 31 October 2007.
5. Option Notional Amount: There will be one notional amount for each of the three
Option Agreements. For the Option Agreement relative to each Reference Index,
the Option Notional Amount will be the Receivable Nominal Balance of the
Certificates linked to the Mortgage Loans with the Reference Index in question on
the first day of the Option Calculation Period ended immediately prior to the
Settlement Date in question, provided that such Certificates are not, on the last day
of such Option Calculation Period, with delays in the payment of the amounts more
than ninety (90) days in arrears.
Exceptionally, for the first Option Calculation Period, the Option Notional Amount
will be the Receivable Nominal Balance of the Certificates linked to the Mortgage
Loans with the Reference Index in question on the Date of Incorporation, provided
that such Certificates are not, on the last day of the Option Calculation Period
ended immediately prior to the first Settlement Date, with delays in the payment of
the amounts more than ninety (90) days in arrears.
118
6. Settlement Basis: Actual/360, applicable to calculation of the Option Amount
Payable.
7. Maturity Date: The earlier of (i) the Legal Maturity Date (22 February 2050), (ii)
the Date of the Dissolution of the Fund, in accordance with the provisions set forth
in section 4.4.3 of the previous Registration Document. Upon the Maturity Date,
neither of the Parties will be under the obligation to pay any settlement amount to
the other, without detriment to the provisions regarding the responsibilities derived
from the occurrence of an event of breach of the Option Agreements.
8. Euribor Settlement Reference: Twelve (12) month EURIBOR interest rate

displayed on the EURIBOR01 page of the “REUTERS” screen”, at 11.00 a.m.
(CET) of the Reference Date. “REUTERS screen, page EURIBOR01” is the one
that displays the contents of the page “EURIBOR01” in REUTERS MONITOR
MONEY RATES SERVICE (or any other page that may replace it in this service).
In the absence of the rates in accordance with the provisions of the previous
paragraph, the substitute rates of the Reference Interest Rate described in section
4.8. of the Securities Note will apply.
9. MRR Settlement Reference: Reference index in question, published every month.
10. Reference Dates: 15th day of each month subject to the Next Business Day
Convention.
The first Reference Date will be 15 December 2006.
11. Euribor Variable Rate Calculation and Fixing Date: In each calendar month,
the weighting of the twelve (12) month EURIBOR rate, determined in accordance
with the Settlement Reference, on each of the pertinent six (6) Reference Dates,
from the second (2nd) to the seventh (7th) month prior to such calendar month. The
monthly rate of each Option Agreement will receive a weighting between the
appropriate differentials listed under 12.(A), (B) and (C) (depending on whether
the Option Agreement corresponds to the MRR of Banks, MRR of Savings Banks,
and MRR of All Reference Entities, respectively), and the weighting assigned to
the MMR Settlement Reference for month “N-1” will be applied to each Euribor
Settlement Reference in month “N-1”.

Gestora and CAJA MADRID before 10.00 a.m. (CET) of the Date of
Incorporation. In the absence of such agreement, the Sociedad Gestora will fix the
weightings within the said differentials. Such weightings will be notified by the
Sociedad Gestora to the CNMV and will be registered in the disbursement
certificate.

12. MRR Variable Rate Calculation and Fixing Date Each calendar month, the
weighting of the Reference Index rate in question, determined in accordance with
119
the MRR Settlement Reference, on each of the pertinent six (6) Reference Dates,
from the first (1st) to the sixth (6th) month prior to such calendar month.
Additionally, each monthly rate will receive a weighting calculated between the
following differentials:
(A) Regarding the Bank MRR Settlement Reference:
- between 9.40% and 19.40% January Bank MRR Settlement Reference;
- between 10.80% and 20.80% February Bank MRR Settlement Reference;
- between 11.30% and 21.30% March Bank MRR Settlement Reference;
- between 14.09% and 24.09% April Bank MRR Settlement Reference;
- between 13.85% and 23.85% May Bank MRR Settlement Reference;
- between 10.55% and 20.55% June Bank MRR Settlement Reference;
- between 9.40% and 19.40% July Bank MRR Settlement Reference;
- between 10.80% and 20.80% August Bank MRR Settlement Reference;
- between 11.30% and 21.30% September Bank MRR Settlement Reference;
- between 14.09% and 24.09% October Bank MRR Settlement Reference;
- between 13.85% and 23.85% November Bank MRR Settlement Reference;
- between 10.55% and 20.55% December Bank MRR Settlement Reference.
(B) Regarding the Savings Bank MRR Settlement Reference:
- between 10.49% and 20.49% January Savings Bank MRR Settlement

Reference;
- between 9.45% and 19.45% February Savings Bank MRR Settlement

Reference;
- between 12.04% and 22.04% March Savings Bank MRR Settlement

Reference;
- between 13.28% and 23.28% April Savings Bank MRR Settlement

Reference;
- between 15.50% and 25.50% May Savings Bank MRR Settlement

Reference;
- between 9.24% and 19.24% June Savings Bank MRR Settlement Reference;
120
- between 10.49% and 20.49% July Savings Bank MRR Settlement
Reference;
- between 9.45% and 19.45% August Savings Bank MRR Settlement

Reference;
- between 12.04% and 22.04% September Savings Bank MRR Settlement

Reference;
- between 13.28% and 23.28% October Savings Bank MRR Settlement

Reference;
- between 15.50% and 25.50% November Savings Bank MRR Settlement

Reference;
- between 9.24% and 19.24% December Savings Bank MRR Settlement

Reference.
(C) Regarding the All Reference Entities MRR Settlement Reference
- between 10.08% and 20.08% January All Reference Entities Settlement

Reference;
- between 10.79% and 20.79% February All Reference Entities Settlement

Reference
- between 11.41% and 21.41% March All Reference Entities Settlement

Reference;
- between 14.51% and 24.51% April All Reference Entities Settlement

Reference;
- between 14.63% and 24.63% May All Reference Entities Settlement

Reference;
- between 8.58% and 18.58% June All Reference Entities Settlement

Reference;
- between 10.08% and 20.08% July All Reference Entities Settlement

Reference;
- between 10.79% and 20.79% August All Reference Entities Settlement

Reference;
- between 11.41% and 21.41% September All Reference Entities Settlement

Reference;
- between 14.51% and 24.51% October All Reference Entities Settlement

Reference;
121
- between 14.63% and 24.63% November All Reference Entities Settlement
Reference;
- between 8.58% and 18.58% December All Reference Entities Settlement

Reference.

Gestora and CAJA MADRID before 10.00 a.m. (CET) of the Date of
Incorporation. In the absence of such agreement, the Sociedad Gestora will fix the
weightings within the said differentials. Such weightings will be notified by the
Sociedad Gestora to the CNMV and will be registered in the disbursement
certificate.

13. Option Amount Payable: With regard to each Option Agreement, on each
Settlement Date, the Payer of the Option Variable Amount will pay the Fund the
result of adding up the three (3) amounts, each one of them referenced to each of
the three (3) calendar months ended immediately prior to the Settlement Date in
question, obtained by multiplying:
(i) the Option Notional Amount, by
(ii) The Euribor Variable Rate for the calendar month natural in question plus
the Differential minus the MRR Variable Rate for such month (if this
difference is positive), by
(iii) the number of days of the calendar month divided by 360.
14. Differential: 70 basis points.
Events of Breach of the Option Agreements
If on a Settlement Date CAJA MADRID does not meet its payment obligations for all or
part of the amount that is owed to the Fund, the Sociedad Gestora can choose to terminate
the Option Agreement in question. In this case, (i) CAJA MADRID will assume the
obligation to pay the settlement amount specified in the Option Agreement or (ii) any
amounts payable by the Fund to CAJA MADRID, in accordance with the provisions of
the Option Agreement, will be paid according to the Fund Priority of Payment Order or
the Liquidation Priority of Payment Order.
The settlement amount, when applicable under the Option Agreement, will be calculated
by the Sociedad Gestora, as the calculation agent of the Option Agreement, in terms of
the market value of such agreement.
Notwithstanding the foregoing, except in a permanent situation of alteration of the

financial equilibrium of the Fund, the Sociedad Gestora, for and on behalf of the Fund,
will endeavour to enter into a new Option Agreement.
122
Termination of the Option Agreements
The early termination of the one or more Option Agreements, should it occur, will not,
per se, constitute sufficient cause for the early termination of the Fund nor for the Early
Liquidation thereof, unless in combination with other events or circumstances relating to
the net worth of the Fund, a substantial or permanent change occurs in its financial
equilibrium.
The Option Agreements will expire on the earlier of (i) the Legal Maturity Date and (ii)
the date on which one the grounds for the of extinction of the Fund occurs.
Rating change events
Fitch's Criteria
The Payer of the Option Variable Amount will give an irrevocable undertaking that if, at
any time throughout the life of the Bond Issue, the rating of the non-subordinated and
unsecured debt of the Payer of the Option Variable Amount is downgraded to below A
and/or F1 (Fitch), then within thirty (30) days from when said circumstances occurred,
the Payer of the Option Variable Amount will implement one of the following options
under the terms and conditions that the Sociedad Gestora deems appropriate, after
notifying this Rating Agency, in order to maintain the ratings assigned to each of the
Series by Fitch:
(i) to find a third party that is rated A and F1 or higher (Fitch), to stand as surety for
the performance of its contractual obligations;
(ii) to find a third party that has the same ratings as option (i) above, that will assume
the same rights and obligations as assumed by the Payer of the Option Variable Amount
in the Option Agreements either by being subrogated in them or by virtue of new
agreements in terms and conditions substantially identical to the Option Agreements and
to the transactions involved, provided that the ratings assigned to the Bonds by the Rating
Agencies are not impaired; or
(iii) make a deposit consisting of cash or of securities in favour of the Fund, in an

account opened in another entity which has been assigned a short-term risk rating equal to
or higher than F1 (Fitch), as a guarantee for the contractual obligations of the Payer of the
Option Variable Amount. The amount will be calculated using the market value of the
specific transaction, including the fee that would become payable in the event of the
Substitution of the Seller in its capacity as Mortgage Loans servicer, so as not to impair
the rating assigned to the each Series of Bonds in accordance with the requirements of the
Rating Agencies' Swap Criteria in force at that time. For these purposes, the “Swap
Criteria of the Rating Agencies” will be the official criteria published by Fitch that are in
force from time to time and which lay down the guidelines for quantifying the amount of
the aforementioned deposit.
Where applicable and, in terms of the severity of the possible downgrading of the ratings
assigned to the Bonds by Fitch, the latter may consider that only options (i) and (ii) above
are valid, in which case it will notify the Sociedad Gestora and the Payer of the Option
123
Variable Amount, and the latter must adopt one of such options within ten (10) Business
Days.
Moody’s Criteria
The Payer of the Option Variable Amount will give the following irrevocable
undertakings under the Option Agreements:
(i) If, at any time throughout the lifetime of the Bond issue, neither the Payer of the
Option B Variable Amount nor any of its Guarantors has the Required First Rating Level
(“Breach of the First Rating Level”), then within thirty (30) days from when said
circumstances occurred, the Payer of the Option Variable Amount will implement one of
the following options:
a) Find a Substitute with the Required First Rating Level (or else a Substitute that has
a Guarantor with the Required First Rating Level);
b) Find a Guarantor with the Required First Rating Level; or
c) Make a deposit consisting of cash or of securities in favour of the Fund in an entity

that is rated P-1 (Moody’s), granted for an amount that does not have a negative impact
on the rating of the Bonds by Moody’s.
(ii) If, at any time throughout the lifetime of the Bond Issue, neither the Payer of the
Option B Variable Amount nor any of its Guarantors has the Required Second Rating
Level (“Breach of the Second Rating Level”), Party B, acting diligently, will procure, in
the shortest possible time frame, to:
a) Find a Substitute with the Required Second Rating Level (or else a Substitute that
has a Guarantor with the Required Second Rating Level );
b) Find a Guarantor with the Required Second Rating Level.
Until the alternatives described above are implemented, the Payer of the Option Variable
Amount will, within thirty (30) Business Days from the occurrence of the Breach of the
Second Rating Level, make a deposit consisting of cash or of securities in favour of the
Fund in an entity that is rated P-1 (Moody’s), for an amount that does not have a negative
impact on the rating of the Bonds by Moody´s.
The obligations of the Payer of the Option Variable Amount under points (i) and (ii)
above, as well as the Grounds of Early Termination derived therefrom, will only remain
in force while the grounds that gave rise to the Breach of the First Rating Level or the
Breach of the Second Rating Level, respectively, continue to exist. The amount of the
deposit that the Payer of the Option Variable Amount may have made under sections (i)
and (ii) above will be returned to the Payer of the Option Variable Amount when the
grounds that gave rise to the Breach of the First Rating Level or the Breach of the
Second Rating Level, respectively, cease to exist.
124
For the purposes of this section:, “Guarantor”, “Substitute”, “Required First Rating
Level” and “Required Second Rating Level” will have the same meaning, adapted as
appropriate, as in indicated in section 3.4.7.1.
S&P's criteria
According to the updated S&P counterparty criterion “Revised Framework For Applying
Counterparty And Supporting Party Criteria” published on 8 May 2007, should the rating
of the unsecured and non-subordinated short-term debt of the Payer of the Option
Variable Amount be downgraded, at any moment throughout the lifetime of the Bond
issue to A-2 according to S&P, it will become an ineligible counterparty to the transaction
and, within sixty (60) Business Days, must:
(i) Replace the ineligible counterparty with another financial institution that is rated at
least A-1 (S&P).
(ii) Obtain from a financial institution deemed appropriate by S&P and that is rated at
ineligible counterparty under the Option Agreements.
(iii) Moreover, if the preceding options are not possible in the terms stipulated, invest
the balances in short-term fixed interest assets in euros issued by financial institutions that
is rated at least A-1 (S&P), for periods of less than sixty (60) Business Days (always
maturing before the next Bond Payment Date). The balances may be invested for periods
of more than sixty (60) Business Days and less than as determined by the next Bond
Payment Date provided that a clause is included that stipulates that such investment must
be cancelled within a maximum of sixty (60) Business Days of the rating being
downgraded.

3.5. Name, address and significant business activities of originators of the securitised
assets
The originator of the Mortgage Loans that are sold to the Fund is Caja de Ahorros y
Monte de Piedad de Madrid.
CAJA MADRID is a credit institution that is subject to supervision by the Bank of Spain
with registered office at Number 2, Plaza de Celenque, in Madrid (Spain), and with Tax
Identification Number (C.I.F.) G.-28029007. It is registered at the Mercantile Registry of
Madrid in Volume 3067, folio 20, General Section, Sheet 52454, in the Bank of Spain
Registry under number 2038, and with CNAE (National Classification of Economic
Activities) number 65.
Displayed below is the selected financial information for the end of the financial years
2005 and 2006. The balance sheet information has been prepared in accordance with
Bank of Spain Circular 4/2004. The figures as at 31 December 2006 have been audited.
125
CAJA MADRID
31/12/2006 31/12/2005
BALANCE SHEET (millions of euros)

Total assets 136,952,443 111,292,559
Total net lending (1) 95,078,459 72,561,773
Customer funds recorded on balance sheet 110,730,394 86,088,104
Other customer funds (2) 22,039,026 20,816,634
Total customer funds managed 132,769,420 106,904,738
Total equity 9,543,512 7,482,580
Equity 7,014,016 6,142,270
INCOME STATEMENT (millions of euros)

Net interest income 1,932,667 1,640,799
Ordinary revenue 3,331,683 2,812,605
Operating income 1,875,651 1,408,051
Pre-tax profit 1,443,242 1,133,105
Net attributable profit 1,032,962 841,256
RELEVANT RATIOS (%) (%)

ROE (Return on equity) 17.40% 15.90%
ROA (Net income / Average total assets) 0.85% 0.84%
NPL ratio 0.62% 0.66%
Coverage Ratio 265.20% 249.20%
Efficiency Ratio 41.20% 43.70%
Solvency Ratio (3) 10.80% 11.85%
OTHER INFORMATION
Number of shares (thousands)
Number of shareholders
Number of Branches 1,987 1,943
Number of employees 13,047 12,731
(1) Item from public balance sheet (net of bad debt provision).
(2) Funds managed off balanced sheet.
3.6. Return and/or repayment of the securities with others that are not assets of the
Issuer
Not applicable.
3.7. Servicer, calculation agent or equivalent
CAJA MADRID is acting herein as the Seller and servicer of the Mortgage Loans, and a
summary of its obligations and responsibilities in such capacity is given below.
The Sociedad Gestora will be responsible for making the calculations and for performing
the actions set forth in the Deed of Incorporation and in this Prospectus and in the
different Fund transaction contracts that are listed in this Prospectus.
126
3.7.1 Servicing and custody of the Mortgage Loans and deposit of the Certificates
Pursuant to the provisions of article 61.3 of Royal Decree 685/1982, and of section 2.b)
of Article 2 of Royal Decree 926/1998, the Seller will give an undertaking, in the Deed of
Incorporation, to safeguard and service the Mortgage Loans securing the Participations
and Certificates that it has issued, and will take any action necessary to ensure the validity
and success of such Mortgage Loans In any case, the Sociedad Gestora, on behalf of the
Fund, will be entitled to exercise every right conferred upon the owners of the mortgage
participations under article 66 of Royal Decree 685/1982, in the event of a breach arising
from non-payment by the Mortgagors.
The Seller will be responsible for paying all direct and indirect taxes, levies or expenses
accrued or incurred by the Seller or that it is obliged to pay as a result of its servicing of
the corresponding Mortgage Loans, notwithstanding the Seller’s right to be reimbursed
such taxes, levies and expenses by the Mortgagors or the Fund, as the case may be.
The Seller will not receive any remuneration for servicing the Mortgage Loans..
1.- General commitments of Seller as servicer of the Mortgage Loans
In general, the Seller will give the Sociedad Gestora and the Fund an undertaking in the
Deed of Incorporation, with respect to the Mortgage Loans it services, that it will:
(i) Take any action necessary to ensure the validity and success of the Mortgage
Loans, in or out of Court, in the conditions established in the following section.
(ii) Take any action necessary to keep and enforce the collateral and obligations
deriving from the Mortgage Loans.
(iii) Take into account the interests of the holders of the Bond issued by the Fund in its
relationships with the Mortgagors and in exercising any discretional right derived
from the performance of the services set forth in the Deed of Incorporation and this
Prospectus.
(iv) Comply with all reasonable instructions of the Sociedad Gestora, given in
accordance with the provisions of the Deed of Incorporation and this Prospectus.
(v) Take any action necessary to request and keep in full force and effect any licenses,
approvals, authorisations, and consents that may be necessary or appropriate
relating to the development of the services set forth in the Deed of Incorporation
and this Prospectus.
(vi) Have sufficient personnel and equipment to comply with all its obligations.
The Seller, as the servicer of its Mortgage Loans, will not be held liable for the debts of
the Sociedad Gestora or the Fund, relating to the Bonds, or the obligations of any
Mortgagor. In any event, the Seller waives its right to the privileges and powers conferred
upon it by Law in its capacity as collection manager of the Fund and servicer of the
Mortgage Loans and in particular, all those provided for by articles 1730 and 1780 of the
Civil Code and 276 of the Commercial Code.
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Specifically, the Seller, in its capacity as the servicer of the Mortgage Loans, will not be
liable for any loss, liability, claim or expense suffered or incurred by the Sociedad
Gestora, or by the Fund, as a result of the provision of services by the Seller as
established in the Deed of Incorporation and this Prospectus, except when said loss,
liability, claim or expense or damages is suffered or incurred as a result of negligence or
non-compliance by the Seller in respect of the Certificates that it services, or non-
compliance by the Seller of its obligations by virtue of the Deed of Incorporation and this
Prospectus. In these events the Seller is required to compensate the Fund or the Sociedad
Gestora for the damages suffered (and justified by the Sociedad Gestora) as a
consequence of said negligence or non-compliance.
At all events, the Fund, through the Sociedad Gestora, may take legal action against the
Seller in the event of non-compliance of its obligations as defined in the contractual
documents entered into by the Seller and the Sociedad Gestora.
2.- Mortgage Loan Servicing Services
1. Custody and collection management
The Seller will devote the same amount of time and attention to servicing the Mortgage
Loans, and exercise the same degree of expertise, care and diligence in servicing them,
that it would employ in servicing mortgage loans that had not been sold. In any event, it
will exercise a reasonable degree of expertise, care and diligence when providing the
services.
The Seller, as servicer of the Mortgage Loans, will remain subject to the criteria set forth
in the "Internal Memo on Granting of Mortgage Loans" that is attached to the Deed of
Incorporation, and may modify the Mortgage Loans in accordance with the provisions of
sections 2, 6, 7 and 8 of this Additional Building Block, provided that such modifications
do not impair the servicing of the Mortgage Loans, are reported to the Sociedad Gestora
and are not, in any way, detrimental to the rating assigned to the Bonds by the Rating
Agencies.
Specifically, the Seller, as servicer of the Mortgage Loans, will keep every notarial deed,
document and file relating thereto, and to any other right accessory to the Mortgage
Loans, as well as any pertinent documents relating thereto, under safe custody, and will
not relinquish the possession, custody or control of the Mortgage Loans without the prior
written consent of the Sociedad Gestora, on behalf of the Fund, unless such
relinquishment is (i) in favour of an appointed subcontractor or delegate, providing that
this is permitted by the current regulations; or (ii) to allow the Seller to bring proceedings
for the foreclosure of a Mortgage Loans, as servicer of the Mortgage Loans;
The Seller, as servicer of the Mortgage Loans, will collect every amount due and payable
under the Mortgage Loans or any right accessory to them and will make every efforts to
ensure the collection of all payments to be made by the Mortgagors or by other persons,
under the Mortgage Loans or any other right accessory to them, in accordance with the
terms and conditions of such Mortgage Loans and on the corresponding dates.
In the event of discrepancies between the Seller and the Sociedad Gestora about the
amount corresponding to the Fund on each Collection Date, regarding the collected
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amount, both parties will make every effort to settle such discrepancies. However, should
no agreement be reached before the Collection Date, the Seller will provisionally deliver
the Fund the amount established by the Sociedad Gestora and sufficiently justified to
Seller, notwithstanding subsequent adjustments of such amount.
2. Actions against Mortgagors in Arrears
Pursuant to article 25 of Royal Decree 685/1982, without the consent of the Sociedad
Gestora, the Seller, as servicer of the Mortgage Loans, will not voluntarily cancel the
mortgages backing the Certificates on any grounds other than the payment of the
Mortgage Loans, waive or settle such mortgages, substitute the Mortgage Loans through
novation, write them off in full or part or defer them nor, in general, take any actions that
may decrease the rating, legal efficiency or economic value of the mortgage or the
Mortgage Loans.
Notwithstanding the above, exclusively in the event of delay in the payments to which the
Mortgagors are bound, the Seller, as servicer of the Mortgage Loans, will be authorised,
from the Date of Incorporation, to take any of the actions described in section 5 (Debt
collection management. Debt collection phases) of the "Internal Memo on Granting of
Mortgage Loans" that is attached to the Deed of Incorporation, adopting for these
purposes, from among the alternatives set forth therein, the measures that a reasonably
prudent mortgagee conducting financing transactions in Spain would take (and to that end
may renew and modify the Mortgage Loans in question without being subject to the terms
and conditions described in sections 6, 7 and 8 and without such loans having to be
treated that as renegotiated loans for the purposes of such sections), provided that the
exercise of such discretional rights conforms to the provisions of the “Internal Memo on
Granting of Mortgage Loans”, does not affect the Fund’s management, the rating
assigned to the Bonds by the Rating Agencies, nor involve the date of maturity of the
Mortgage Loan exceeding the Payment Date immediately following the date of the last
maturity (ordinary or early) currently agreed of the Mortgage Loans backing the
Certificates.
The Seller, as the servicer of the Mortgage Loans sold to the Fund, by virtue of its
trusteeship thereof or by virtue or the power of attorney referred to in the next paragraph,
may exercise, from among the measures possible in accordance with the “Internal Memo
on Granting of Mortgage Loans”, the legal action that it deems most suitable against any
Mortgagors who are in breach of their payment obligations with respect to the Mortgage
Loans. Such legal action must be brought following the corresponding foreclosure
proceedings, in accordance with the provisions of sections 517 et seq. of the Civil
Procedure Act.
For the aforementioned purposes and also for the purposes of the provisions of sections
581.2 and 686.2 of the Civil Procedure Act, and in the event that it were necessary, in the
Deed of Incorporation the Sociedad Gestora will grant a power of attorney as broad as
required by Law to the Seller so that the latter, acting through any of its legal
representatives with sufficient powers for such purposes, can, acting for and on behalf of
the Sociedad Gestora as the legal representative of the Fund, demand, either in or out of
Court, that the Mortgagor of any of the Mortgage Loans pay its debt, take any actions to
recover the defaulted Mortgage Loan (whether such actions be in court, out of court or
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parallel to the foreclosure process), and take legal action against such Mortgagor, in
addition to any other powers required for discharging its duties as the servicer.
In any case, and if a Mortgagor fails to make a payment, the Sociedad Gestora, on behalf
of the Fund, as its holder, will be entitled to exercise all the rights set forth in Article 66
of Royal Decree 685/1982.
In the event of a joinder situation as provided under Article 66, section b), of Royal
Decree 685/1982, the Seller in question will be entitled to award in payment and the
auction proceeds will be distributed as stated in the aforementioned article without
prejudice to the possibility of the auction being assigned in accordance with section 655.2
in connection with section 647.3 of the Civil Procedure Act.
In the event that any of the situations described in sections c) and d) of article 66 of Royal
Decree 685/1982 occur and, as a consequence, the Sociedad Gestora, on behalf of the
Fund, is subrogated to the Seller in the proceedings initiated by the Seller, or foreclosure
proceedings are started, the Sociedad Gestora will sell the adjudicated properties in the
shortest possible time at market conditions. The Seller will hold a right of first refusal for
the acquisition of any real property mortgaged to secure the Mortgage Loans that it
services, and allocated to the Fund, within the following ten (10) Business Days from the
date in which such Seller is notified by the Sociedad Gestora, by satisfactory means, of
the intention to transfer the real property. The right of first refusal will imply that the
Seller can acquire the real property under the same terms and conditions as offered to the
Sociedad Gestora.
Any modifications to the Mortgage Loans that might arise from the actions taken against
the Mortgagors and are authorised from the Date of Incorporation in accordance with this
section will be reported by CAJA MADRID to the Sociedad Gestora via the normal
channel of communication between them. The Sociedad Gestora will immediately
forward the information that it receives to the Rating Agencies.
3. Actions against the Seller
The Sociedad Gestora, on behalf of and for the account of the Fund, will be entitled to
take enforcement proceedings against the Seller to collect any past due principal and
interest of the Mortgage Loans, if the reason for the non-payment of such items is not the
result of non-payment by the Mortgagors.
Furthermore, should the Seller be in breach of the obligations described in the previous
section, the Fund, through the Sociedad Gestora, will be entitled to bring a declaratory
action against the Seller for breaching its obligations in relation to the Mortgage Loans,
proceeding pursuant to the provisions of the Ley de Enjuiciamiento Civil.
Upon termination of the Certificates, the Fund, through its Sociedad Gestora, will remain
be entitled to take action against the Seller until it has complied with its obligations.
4. Subcontracting
The Seller, as the servicer of the Mortgage Loans, will be entitled to subcontract with, or
delegate on, third parties of recognised solvency and capacity vis-à-vis the performance
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of the duties set forth in subsection 1.- of section 3.7.1 of the Additional Building Block,
provided that (i) this is legally allowed, (ii) beforehand the CNMV has been notified and,
where applicable, the corresponding authorisations have been obtained, (iii) the Sociedad
Gestora gives its prior written consent, on behalf of the Fund, (iv) the subcontractor or
delegate has been assigned a rating equal or higher to the rating required by the Rating
Agencies and provided that (v) such subcontractor or delegate has waived any action
claiming liability against the Fund, and to extinguish such subcontracts and/or
delegations.
In any case, neither the Sociedad Gestora nor the Fund will be held liable in any other
way than pursuant to the provisions contained herein, regarding costs and expenses
payable or incurred on account of the subcontracted or delegated services or arising from
the termination of any related Contract.
Notwithstanding any subcontract or delegation, the Seller will not be exonerated or

released by such subcontract or delegation from any of the responsibilities accepted in the
Deed of Incorporation and in the Prospectus.
5. Substitution of the Seller in its capacity as Mortgage Loans servicer
Should the Sociedad Gestora find that the Seller, as servicer of the Mortgage Loans, is in
breach of the obligations stipulated in this section as servicer of the respective Mortgage
Loans, or find about any events that, in the opinion of the Sociedad Gestora, imply a
detriment or serious risk for the financial structure of the Fund or the rights and interests
of Bondholders, the Sociedad Gestora may, if permitted under the current legal
framework, (i) substitute the Seller as servicer of the Mortgage Loans or (ii) demand that
the Seller subcontract or delegate the performance of such obligations to or on a person
who, in the opinion of the Sociedad Gestora, is suitably qualified technically to perform
such duties. The Sociedad Gestora will consider any proposals made by the Seller
regarding the appointment of its substitute. The Seller will be bound to execute such
subcontract or delegation.
Furthermore, if a corporate, legal or court decision is made or issued for the dissolution,
winding-up or receivership of the Seller, or the latter files a petition to be declared
bankrupt, or a Court allows a request filed by a third party, or there is any other event
that, in the opinion of the Sociedad Gestora, affects the servicing of the Mortgage Loans,
the Sociedad Gestora may substitute the Seller as servicer of the Mortgage Loans,
providing that this is permitted by the applicable Law.
If permitted by the applicable Law, the new servicer of the Mortgage Loans will, where
applicable, be appointed by the Sociedad Gestora, after consulting the competent
administrative authorities, in order to avoid any detriment to the rating assigned to the
Bonds by the Ratings Agencies, and both the latter and the CNMV will be notified of
such appointment. The Sociedad Gestora may agree the amount to be paid with the new
servicer, at the expense of the Fund, as it deems appropriate, and the said fee will be
considered an Extraordinary Expense of the Fund, which will be paid pursuant to the
Priority of Payment Order set forth in section 3.4.6.
If permitted by the applicable Law, the Seller may request to be substituted in servicing
the Mortgage Loans; all expenses incurred in such substitution will be at the Seller’s
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expense. The Sociedad Gestora will authorise such substitution, provided that the Seller
has found an entity to substitute it in its servicing capacity, and such substitution is not
detrimental to the rating assigned to the Bonds by the Rating Agencies, and both the latter
and the CNMV will be notified of such appointment.
In the event of substitution, the Seller will supply the new servicer with the documents
necessary to provides the services in question.
6. Modifications to the Mortgage Loans
Notwithstanding the provisions of article 25 of Royal Decree 685/1982, referred to in

section 2 above, the Seller may, without need for the consent of the Sociedad Gestora,
make the authorized amendments mentioned in the following paragraphs, provided that
the conditions mentioned in them are met.
The Seller, as servicer of its Mortgage Loans, will be authorised, from the Date of
Incorporation and with respect to such Mortgage Loans, provided that the rating assigned
to the Bonds issued by the Fund is not impaired in any way, to:
(i) Allow the subrogation of the Mortgage Loan contracts, solely in the event that:
(a) the characteristics of the new Mortgagor are similar to the characteristics of
the previous Mortgagor;
(b) the subrogations conform to the criteria established by the Servicer for the
other Mortgage Loans of its portfolio in its “Internal Memo on Granting of
Loans”, attached to the Deed of Incorporation;
(c) the subrogations do not affect the servicing of the Mortgage Loans; and
(d) provided that the expenses derived from this amendment are paid in full by
the Mortgagors.
Any other subrogation or transfer of title of the Mortgage Loans will require the
prior authorization of the Sociedad Gestora (except, in any case, those carried out
in accordance with section 2 up supra with respect to defaulted Mortgage Loans,
which are not subject to the provisions of this section 6).
(ii) Agree with the Mortgagors to modify the interest rate and final maturity of the
Mortgage Loans, in the manner established in points 7 and 8 below.
Any modifications that are made to the Mortgage Loans and are authorised from the Date
of Incorporation in accordance with points (i) and (ii) will be reported by CAJA
MADRID to the Sociedad Gestora via the normal channel of communication between
them. The Sociedad Gestora will immediately forward the information that it receives to
the Rating Agencies.
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7. Interest rate modifications
Pursuant both to the provisions of the Deed of Incorporation and this Prospectus, if the
Seller agrees to modify the interest of any Mortgage Loan that it services and,
consequently, to modify the corresponding Certificate, the Fund will still be entitled to all
the ordinary interest accrued by the Mortgage Loan.
The Seller may:
(i) modify the Reference Interest Rate applicable to the Mortgage Loans backing the
issue of the Certificates, provided that the interest rate of the aforementioned
Mortgage Loans remains floating, and taking into account that the total principal of
the Mortgage Loans whose reference interest rate is modified in accordance with
this section (therefore excluding any Mortgage Loans whose interest rate has been
modified under section 2 ut supra) must not may exceed five per cent (5%) of the
principal of all the Mortgage Loans sold to the Fund on the Date of Incorporation.
(ii) negotiate a lowering of the interest rate differential or margin applicable to the
Mortgage Loans backing the issue of the Certificates, provided that, on the date on
which, as a result of the renegotiation, the differential is lowered, the weighted
average differential of the Certificates issued by the Seller (excluding from such
calculation any Certificates whose Mortgage Loans have had their interest rate
modified under section 2 ut supra) is not less than 0.6%, without detriment to the
fact that, subsequently, the said minimum level may be exceeded as a result of
circumstances other than the renegotiation of the differentials of the Mortgage
Loans.
Under no circumstances will the renegotiation result in the modification of the payment
intervals, the reset policy or date of the Mortgagee Loan on the Date of Incorporation of
the Fund.
Even so, this section will not apply to modifications of the defaulted Mortgage Loans,
which are governed by the provisions of section 2.
8. Modifications to final maturity of the Mortgage Loans
The Seller may agree to the novation of the Mortgage Loans that entail a decrease or an
increase of the residual term of the Mortgage Loan in question (due to the decrease or
increase of the repayment period), albeit subject to the limits, terms and conditions set
forth in applicable law and in this Prospectus and, in particular, to the time limit of the
maturity of the Certificates, which will not, under circumstances, exceed the Payment
Date immediately following the date of the last (ordinary or early) maturity of the
Mortgage Loans securing the Certificates, and taking into account that the total amount of
the capital or principal sold to the Fund of the Mortgage Loans whose maturity date has
been extended must not exceed fifteen per cent (15%) of the capital or principal of all the
Mortgage Loans sold to the Fund on the Date of Incorporation (excluding from such
calculation any Certificates whose Mortgage Loans have had their final maturity date
modified under section 2 ut supra). Additionally, the Seller will only agree to such
renegotiations provided that the frequency of the Mortgage Loan principal repayment
instalments remains unchanged or is reduced, even if there is a change in the repayment
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system (which may consist of the constant instalment system or the increasing instalment
system and which, in the latter case, must not exceed five per cent (5%) of the capital or
principal of all the Mortgage Loans sold to the Fund on the Date of Incorporation
(excluding from such calculation any Certificates whose Mortgage Loans have had their
repayment system modified under section 2 ut supra). Under no circumstances will any
expenses incurred in such renegotiations be passed onto the Fund.
The Sociedad Gestora, acting for and on behalf of the Fund, may, after giving the
Servicer reasonable notice and on justified grounds (of force majeure or regarding the
maintenance of the financial equilibrium of the Fund), at any time, throughout the life of
the Fund, cancel, suspend or modify the Seller’s permission to modify the period of
maturity or interest.
In the preceding cases, the modification of the Mortgage Loan will not result in a breach
of the representations and warranties set forth in section 2.2.8 of this Additional Building
Block.
Both the public deeds and the private contracts signed in the novation of the terms and
conditions of the Mortgage Loans, will be kept by the Seller, pursuant to the provisions of
section 3.7.2 of the Additional Building Block.
Even so, this section will not apply to modifications of the defaulted Mortgage Loans,
which are governed by the provisions of section 2.
3.7.2 Description of the duties and responsibilities undertaken by the Sociedad

Gestora regarding the management and legal representation of the Fund and
Bondholders
3.7.2.1. Duties and responsibilities of the Sociedad Gestora
The Fund will be incorporated by “Titulización de Activos, S.G.F.T., S.A.” as the

Sociedad Gestora authorised for such purposes and, consequently, to act as the manager
and legal representative of the Fund, pursuant to the provisions of Royal Decree
926/1998.
As the manager of third party funds, the Sociedad Gestora is also responsible for
representing and safeguarding the interests of the Bondholders and the other ordinary
creditors thereof.
The Bondholders and the remaining ordinary creditors of the Fund will have no recourse
against the Sociedad Gestora, other than from non-performance of its duties or non-
compliance with the provisions of the Deed of Incorporation, this Prospectus and current
regulations.
Merely by way of illustration, and notwithstanding other actions stipulated in the Deed of
Incorporation and this Prospectus, the duties of the Sociedad Gestora will be as follows:
(i) Check that the amount of the revenues actually received by the Fund matches the
revenues that the Fund should have received, in accordance with the provisions of
the different contracts from which such revenues derive. Should it be necessary, the
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Sociedad Gestora will take any action, either in court or out of court, necessary or
appropriate to protect the rights of the Fund and Bondholders.
(ii) Apply the Fund’s revenues to the payment of the Fund’s obligations, as provided in
the Deed of Incorporation and this Prospectus.
(iii) Extend the term or modify the contracts it has entered into on behalf of the Fund in
order to allow the Fund to operate in the terms stipulated in the Deed of
Incorporation, this Prospectus and the laws applicable from time to time.
(iv) Substitute each person rendering services to the Fund, under the terms established
in the Deed of Incorporation and this Prospectus, provided that such substitution is
permitted by the laws applicable from time to time, is authorised by the competent
authorities, if necessary, the Rating Agencies are notified and such action is not
detrimental to the interests of the Bondholders. In particular, in the event that the
Seller is in breach of its obligations as the servicer of the Mortgage Loans, the
Sociedad Gestora will take any steps necessary to ensure the proper servicing of
the Mortgage Loans.
(v) Issue the appropriate instructions to the Financial Agent in relation to the Treasury
Account.
(vi) Issue appropriate instructions to the Financial Agent regarding payments to be

made to the Bondholders and, where applicable, to other entities in charge of
making payments.
(vii) Calculate and make the Accrued Interest Loan, the Subordinated Loan and the
Participative Loan principal and interest payments.
(viii) Calculate and make the Fund's payments under the Interest Swap Agreement and
the Option Agreements.
(ix) Calculate and make the rest of payments of the Fund that must be made in
accordance with the Priority of Payment Order or the Liquidation Priority of
Payment Order, as appropriate.
(x) Appoint and replace the auditor, where applicable, with the prior approval of the
CNMV, where necessary.
(xi) Produce and submit to the competent agencies any documents and information that
must be submitted under current regulations, to the CNMV, and produce and
disclose to the Bondholders any information that is legally required.
(xii) Make appropriate decisions relating to the liquidation of the Fund, including the
decision to proceed with the early liquidation of the Fund, pursuant to the
provisions of the Deed of Incorporation and this Prospectus.
(xiii) Determine the rate of interest applicable to each Class of Bonds in each Interest
Accrual Period.
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(xiv) The Sociedad Gestora will make available to the public any documents and
information necessary pursuant to the Deed of Incorporation and this Prospectus.
(xv) On behalf of the Fund, provide the Rating with periodic information regarding the
situation of the Fund and the behaviour of the Mortgage Loans in order to allow
them to continue rating the Bonds. Similarly, it will supply the said information
whenever reasonably requested to do so and, in any event, whenever a change
occurs in the conditions of the Fund, in the contracts entered into by the Fund
through its Sociedad Gestora or in the interested parties. The information that is
sent to Fitch will be addressed to london@derivativefitch.com.
3.7.2.2. Resignation and substitution of the Sociedad Gestora
The resignation and substitution of the Sociedad Gestora will be governed by the
provisions of articles 18 and 19 of Royal Decree 926/1998 or the laws in force from time
to time. Be that as it may, the Sociedad Gestora will be substituted in accordance with the
procedure described below, provided that such procedure is not in conflict with the
regulatory provisions established for such purposes:
1. The Sociedad Gestora may resign from such duties whenever it deems such
resignation appropriate and voluntarily ask to be substituted by submitting a
written request to the CNMV. The request must enclose a document from the new
Sociedad Gestora, which must be properly authorised and registered in the Special
Registers of the CNMV, in which the new Sociedad Gestora states that it is willing
to accept such duties and seeks appropriate authorisation. The resignation of the
Sociedad Gestora and the appointment of a new company as the Sociedad Gestora
of the Fund must be approved by the CNMV. Under no circumstances will the
Sociedad Gestora resign from its duties until all the requirements and formalities
have been completed and its substitute can take over its duties with respect to the
Fund. Furthermore, the Sociedad Gestora will not be entitled to resign from its
duties if such substitution leads to the downgrading of the ratings assigned by the
Rating Agencies to the Bonds issued by the Fund. Any expenses incurred in such
substitution will be for the account of the Sociedad Gestora or, where applicable, of
the new Sociedad Gestora.
2. The Sociedad Gestora will be substituted in the event of the occurrence, in the
Sociedad Gestora, of any of the causes for dissolution set forth in article 260,
number 1, of the Ley de Sociedades Anónimas (Spanish Corporations Act). The
Sociedad Gestora will report the occurrence of any such cause to the CNMV and
the Rating Agencies. In this event, the Sociedad Gestora will be bound to comply
with the provisions of section 1 above, before its dissolution.
3. In the event that the Sociedad Gestora is declared bankrupt or its authorisation is
withdrawn, it will proceed to appoint a substitute Sociedad Gestora. The
substitution must take place within four (4) months of the date on which the event
giving rise to such substitution occurs. Should the Sociedad Gestora fail to find
another Sociedad Gestora willing to take over the administration and representation
of the Fund or the CNMV consider that the proposal is not suitable and may result
in the rating of the Bonds being downgraded, the Fund will be liquidated in
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advance and the Bonds redeemed, four (4) months after the event giving rise to the
substitution has occurred.
4. The substitution of the Sociedad Gestora and the appointment of a new Sociedad
Gestora, approved by the CNMV as stipulated supra, must be accepted by the
Rating Agencies, and published in the AIAF Daily Bulletin. The Sociedad Gestora
undertakes to grant any necessary private and public documents for its substitution
by another Sociedad Gestora, pursuant to the provisions of the previous
paragraphs. The substitute sociedad gestora must be subrogated to the rights and
obligations of the Sociedad Gestora relating to this Prospectus and the Deed of
Incorporation. Furthermore, the Sociedad Gestora will hand over to the new
Sociedad Gestora any accounting or computer documents and records relating to
the Fund in its possession.
3.7.2.3. Remuneration of the Sociedad Gestora
On the first Payment Date and one single time, the Sociedad Gestora will receive an
initial fee as remuneration for its services. Additionally it will receive, on each Payment
Date, starting on the first Payment Date (inclusive), a quarterly management fee, equal to
a fixed part plus a variable part calculated on the Receivable Nominal Balance of the
Certificates on the Payment Date immediately prior to the Payment Date on which it must
be paid. Such fee will be construed as a gross fee, insofar as it includes any direct or
indirect tax or withholding that may be levied on it.
3.8. Name, address and brief description of any swap, credit, liquidity or account
transaction counterparty
CAJA MADRID is the entity that is acting as (i) the counterparty in the Interest Swap
Agreement and in the Option Agreements, (ii) lender in the Subordinated Loan, in the
Participative Loan and in the Accrued Interest Loan, (iii) the Financial Agent; (iv) the
depository of the Multiple Certificate, and (v) the entity where the Fund will have
available the Treasury Account that is referred to in section 3.4.4.1 of this Additional
Building Block.
CAJA MADRID is a credit institution that is subject to supervision by the Bank of Spain,
with registered office at Nº 2, Plaza de Celenque in Madrid (Spain).
4. POST-ISSUANCE INFORMATION
4.1. Indication of whether or not it intends to provide post-issuance transaction

information regarding Bonds to be admitted to trading and the performance of the
underlying collateral. Where the Issuer has indicated that it intends to report such
information, specification of what information will be reported, where such
information can be obtained and the frequency with which such information will be
reported
The information proposed to be provided after issue is described below.
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4.1.1 Issue, verification and approval of annual accounts and other accounting
documentation of the Fund
Within the four (4) months following the end of the accounting period, together with the
audited annual financial statements of the Fund, the Sociedad Gestora will issue a report
including:
(i) An inventory of the portfolio of Certificates pooled in the Fund and, additionally,
(ii) A management report containing:
(a) The Outstanding Nominal Balance and Receivable Nominal Balance of the
Certificates.
(b) The percentage of the Certificates that has been redeemed early.
(c) Changes occurring in the early redemption rate (ERR).
(d) The amount of the Defaulted Certificates and the percentage that they
represent with respect to the total.
(e) The average life of the Certificates portfolio.
(f) The average interest rate of the Certificates portfolio.
(g) The Bond Outstanding Nominal Balance and Receivable Nominal Balance.
(h) The percentage of Bonds pending maturity.
(i) Where applicable, amounts of accrued and unpaid interest on the Bonds.
(j) The balance of the Treasury Account.
(k) The outstanding balance of the Accrued Interest Loan and the Subordinated
Loan.
(l) A detailed analysis of the results of the Fund and the factors that have
affected these.
(m) The amount of and variations in expenses and management fees in the
accounting period.
4.1.2 Obligations and periods envisaged for making periodic information on the
financial and economic situation of the Fund available to the public and the
CNMV
Within seven (7) Business Days after each Payment Date, the Sociedad Gestora will send
the CNMV and AIAF a report that will contain:
138
(i) With regard to each Class of Bonds and relative to each Payment Date:
1. Amount of the original nominal balance
2. Amount of the matured nominal balance
3. Amount of the Outstanding Nominal Balance
4. Amount of the Receivable Nominal Balance
5. Amount of the nominal balance matured and actually paid to the

Bondholders
6. Total interest accrued on the Bonds since the previous Payment Date
7. Interest accrued since the Disbursement Date that should have been but was
not paid on previous Payment Dates (will not accrue additional interest).
(ii) With regard to the Certificates and relative to each Payment Date:
1. Outstanding Nominal Balance and Receivable Nominal Balance of the

Certificates.
2. Amount of the Certificates that has been redeemed normally and early.
3. Early Redemption rates.
4. Outstanding Nominal Balance of the Defaulted Certificates and percentages

of arrears with respect to the total of the Certificates.
(iii) With regard to the financial and economic situation of the Fund and relative
to each Payment Date:
1. Balance of the Treasury Account and the interest generated by it.
2. Expenses and amount of the Reserve Fund.
4.1.3 Other ordinary and extraordinary disclosure obligations and material

disclosure requirements
4.1.3.1. Ordinary periodic notification
On each Fixing Date, it will proceed to notify the Bondholders of the Nominal
Interest Rate applicable to each Class of Bonds for the next Interest Accrual Period.
Each quarter, on each Notification Date, it will notify the Bondholders of the
following information:
- The interest and reimbursement of principal of the Bonds of each Class to be

paid to the Bondholders.
139
- Furthermore, if applicable the interest and redemption amounts accrued on
these and unpaid, due to insufficiency of Available Funds in accordance with
the Priority of Payment Order rules or with the Liquidation Priority of
Payment Order.
- The Receivable Nominal Balances of the Bonds of each Class, after the
redemption due on each Payment Date and the percentages that such
balances represent with respect to the initial face value of each Bond.
The above notifications will be made as established in section 4.1.3.3 below and
also provided to the Financial Agent, the AIAF and IBERCLEAR on each
Notification Date.
4.1.3.2. Extraordinary notification
The following will be subject to extraordinary notification:
1. Any amendment to the Deed of Incorporation, as well as the definitive

margins applicable for fixing the Nominal Interest Rate of each Class and the
Nominal Interest Rate fixed for each Class of Bonds for the first Interest
Accrual Period.
2. Any significant event that may occur in relation to the Mortgage Loans, the
Bonds, the Fund and the Sociedad Gestora itself that could significantly
influence the trading of the Bonds and, generally, any significant
modification of the assets or liabilities of the Fund and in the event of
termination of the incorporation of the Fund or a possible decision for early
liquidation of the Fund and early redemption for any of the reasons
envisaged in the present Prospectus. In this case, the notary certificate of
termination of the Fund and liquidation procedure followed as referred to in
section 4.4.3 of the Registration Document will be sent to the CNMV and the
Rating Agencies.
4.1.3.3. Bondholder notification procedure
The notifications that the Sociedad Gestora has to make to the Bondholders in accordance
with the above regarding the Fund will be made as follows:
(i) Ordinary notification.
Ordinary notification will be made through publication either in the daily official AIAF
bulletin or any other substituting it or with similar characteristics or through publication
in a widely circulated newspaper in Spain of a general or economic and financial nature.
In addition the Sociedad Gestora or Financial Agent can distribute this or other
information in the interests of the Bondholders through financial market distribution
channels and systems such as Reuters, Bridge Telerate, Bloomberg or any other with
similar characteristics.
140
(ii) Extraordinary notifications
Extraordinary notification will be made through publication either in the daily AIAF
bulletin, or in such other as may replace it or with similar characteristics, or through
publication in a widely circulated newspaper in Spain of either a general or business and
financial nature, such notification being deemed effective on the date of the
abovementioned publication, which may fall on any day of the year, whether a Business
or Non-Business Day (as stipulated in this Prospectus).
As an exception, the liquidation of the Fund may be carried out by means of publication
in a widely circulated newspaper in Spain of either a general or economic and financial
nature, with such notification being considered as effective on the date of the
abovementioned publication, which may fall on any day of the year, whether a Business
or Non-Business Day (according to this Prospectus).
(iii) Notifications and other information
Furthermore, the Sociedad Gestora may make notifications and other information of
interest available to the Bondholders through its own internet pages or other means of
remote transmission with similar characteristics.
This Prospectus has been endorsed on each and every page and signed in Madrid.
Signed on behalf of the Fund:
___________________________________
Mr. Ramón Pérez Hernández
General Director
TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A.
141
GLOSSARY OF TERMS
“Accrued Interest”, means the Interest accrued but not due and, where applicable, the interest
due and not paid, of each of the Mortgage Loans on the Date of Incorporation.
“Accrued Interest Loan”, means the loan granted by CAJA MADRID to the Fund to allow the
latter to pay the Accrued Interest.
“Accrued Interest Loan Agreement” means the agtreement entered into by the Sociedad
Gestora, acting for and on behalf of the Fund, and CAJA MADRID, that regulates the Accrued
Interest Loan.
“Additional Building Block” means the document issued in accordance with Annex VIII to
“AIAF”, means AIAF Fixed Income Market.
“Amount Available for Redemption”, means the Amount Available for Redemption of the Class
A, B, C, D and E Bonds on each Payment Date from the Available Funds.
“Audit Report”, means the audit report produced by KPMG regarding certain attributes of the
Mortgage Loans from which the Certificates are going to be issued for their pooling in the Fund,
in order to comply with the provisions of article 5 of Royal Decree 926/1998.
“Auditors”, means KPMG.
“Available Funds”, means the available funds that the Fund has available on each Payment Date,
which will be deposited in the Treasury Account or, where applicable, in the Treasury Surplus
Account, for the distribution of the pertinent amounts to the Bondholders and to the rest of the
Fund's creditors and for the payment of the pertinent fees, pursuant to section 3.4.6.2.a of the
Additional Building Block.
“Bonds”, means, jointly the Class A Bonds, the Series B Bonds, the Series C Bonds, the Series D
Bonds, and the Series E Bonds, issued by the Fund.
“Business Day”, means a day that is not a according to the TARGET (Trans European
Automated Real-Time Gross Settlement Express Transfer System) calendar.
“CAJA MADRID”, means Caja de Ahorros y Monte de Piedad de Madrid.
“Calculation Date”, means the 20th day of each month, or if that day is not a Business Day, the
immediately previous Business Day, when the Sociedad Gestora will calculate the amount that the
Seller should have delivered to it as the amounts received from the Mortgage Loans during the
previous Calculation Period.
142
“Calculation Period”, means each period that coincides with a calendar month. Exceptionally the
first Calculation Period will commence on the Date of Incorporation and will end on the last day
of the month of July 2007, while the last Calculation Period will commence on the first day of the
month on which the Fund is liquidated and the Payment Date on which that liquidation takes
place.
“Certificates” means the mortgage transfer certificates issued by the Seller on the Incorporation
Date and pooled, at that time, in the Fund.
“Class A”, means the Class A Bonds.
“Class A Bonds”, means, jointly, the Series A1 Bonds, the Series A2 Bonds and the Series A3
Bonds.
“Class B” and “Series B”, means the Series B Bonds.
“Class C” and “Series C”, means the Series C Bonds.
“Class D” and “Series D”, means the Series D Bonds.
“Class E” and “Series E”, means the Series E Bonds.
“Classes” and “Series”, means, together, the Class A, Class B, Class C, Class D and Class E.
“CNMV”, means the Spanish Securities and Exchange Commission.
“Collection Date”, means each of the dates on which that the Seller, as servicer of the Mortgage
Loans, will pay the amounts received from such Mortgage Loans into the Treasury Account.
“Date of Incorporation”, means 11 July 2007, the date on which the Fund is incorporated.
“Deed of Incorporation”, means the Deed of Incorporation of the Fund, of sale by CAJA
MADRID of the Mortgage Loans by means of the issue by the latter and subscription by the Fund
of the Certificates and of issue by the Fund of the Bonds.
“Defaulted Certificates”, means the Certificates whose Mortgage Loans are six (6) months or
more in arrears in the payment of past due debits or, being less in arrears, have been declared in
default by the Seller.
“Disbursement Date”, means 18 November 2007, and the date on which the Bonds will be
disbursed and the price of the Certificates will be paid to the Seller.
“ERR”, means constant effective early redemption rate.
“Extinction Expenses Reserve”, means the reserve allocated to meet the Liquidation Expenses.
“Extraordinary Expenses”, means the extraordinary expenses in accordance with section 3.4.6.5
of the Additional Building Block and Clause Twenty of the Deed of Incorporation.
143
“Financial Agent”, means CAJA MADRID, in its capacity as Financial Agent.
“Financial Intermediation Margin”, means the variable and subordinated remuneration that is
paid to CAJA MADRID as remuneration for its involvement in the financial intermediation
process carried out and that has permitted the financial transformation defining the Fund's activity,
the latter's subscription of the Certificates, and the rating assigned to each Series of Bonds.
“Financial Services Contract”, means the contract entered into by the Sociedad Gestora, acting
for and on behalf of the Fund, and the Financial Agent, that regulates the deposit of the
Certificates, the Treasury Account and the financial servicing of the Bond issue.
“Fitch”, means FITCH RATINGS ESPAÑA, S.A.U.
“Fixing Date”, means the second (2nd) Business Day immediately prior to each Payment Date, on
which the Reference Interest Rate applicable for the next Interest Accrual Period will be fixed.
For the first Interest Accrual Period, the Reference Interest Rate will be fixed on the second (2 nd)
Business Day prior to the Disbursement Date (that is to say, 16 July 2007).
“Fund”, means MADRID RMBS III, FONDO DE TITULIZACIÓN DE ACTIVOS.
“Fund Contracts”, means, jointly, the Accrued Interest Loan Agreement, the Subordinated Loan
Agreement, the Participative Loan Agreement, the Interest Swap Agreement, the Financial
Services Contract, and the Placement Management, Subscription and Underwriting Contract.
“Glossary of Terms”, means this Glossary of Terms.
“IBERCLEAR”, means the entity Sociedad de Gestión de los Sistemas de Registro,

Compensación y Liquidación de Valores, S.A.
“Initial Expenses”, means the expenses incurred in incorporating the Fund and the Bond issue.
“Initial Reserve Fund”, means the Reserve Fund allocated on the Disbursement Date, from the
amount of the issue of the Participative Loan, in other words, one hundred and eight million
(108,000,000) euros.
“Interest Accrual Period”, means each consecutive interest accrual period which will include the
days elapsed between two consecutive Payment Dates, including the first Payment Date, and
excluding the last Payment Date. The first Interest Accrual Period will start on the Disbursement
Date, inclusive, and will end on the first Payment Date, exclusive.
“Interest Swap Agreement”, means the interest swap contract, entered into by the Sociedad
Gestora, acting for and on behalf of the Fund, and CAJA MADRID.
“IRR”, means Internal Rate of Return.
“Issuer”, means the Fund.
144
“KPMG”, means KPMG Auditors, S.L., registered in the ROAC Register (Registro Oficial de
Auditores de Cuentas) with number S0702, with registered office at Nº 95, Paseo de la Castellana,
Madrid (Spain), and with Tax Identification Number (C.I.F.) B-78510153.
“Arranger”, means CAJA MADRID, in its capacity as Arranger of the issue.
“Legal Maturity Date”, means 22 February 2050 (which coincides with the Payment Date
immediately following the date calculated by adding thirty-six (36) months to the last Mortgage
Loan Redemption Date or, if that day is not a Business Day, the next Business Day.
“Ley 19/1992” means Act 19/1992 of 7 July regulating Sociedades y Fondos de Inversión
Inmobiliaria and Fondos de Titulización Hipotecaria (Real Estate Investment Funds and
Companies and Mortgage Backed Securitisation Funds).
“Ley 3/1994”, means Act 3/1994, of 14 April, adapting Spanish legislation regarding credit
institutions to the Second Banking Coordination Directive and introducing other modifications to
the financial system.
“Ley 44/2002”, means the Financial System Reform Measures Act 44/2002, of 22 November.
“Ley Concursal” means the Spanish Insolvency Act 22/2003 of 9 July.
“Ley del IVA” means the Value Added Tax Act 37/1992 of 28 December.
“Ley del Mercado de Valores”, means the Securities Market Act 24/1988, of 28 July, in its
current wording.
“Ley del Mercado Hipotecario” means the Mortgage Market Act 2/1981, of 25 March, as
currently worded.
“Liquidation Expenses”, means the expenses incurred in liquidating the Fund.
“Liquidation Priority of Payment Order”, means the order of priority for the application of the
Available Funds to the Fund's payment obligations, in the event of the liquidation of the Fund.
“Moody’s”, means Moody's Investors Service España, S.A.
“Mortgage Loans” means the Mortgage Loans transferred by CAJA MADRID to the Fund by
means of the issue of the Certificates.
“Mortgagors”, means the Debtors of the Mortgage Loans.
“Multiple Certificate”, means the Multiple Certificate representing the Certificates.
“Net Amount”, means the positive (or negative) difference between the amount payable by Party
A and the amount payable by Party B on each Payment Date under the Interest Swap Agreement.
145
“Nominal Interest Rate”, means the floating nominal interest rate accrued by each Series of
Bonds during each Interest Accrual Period, calculated on the basis of the sum of the Receivable
Nominal Balance of the Bonds and will be the result of adding (i) the Reference Interest Rate,
rounded to the nearest thousandth, taking into account that, in the event of equal conditions for
rounding up or down, the amount will always be rounded up; and (ii) the margin applicable to
each Series of Bonds.
“Non Defaulted Certificates”, means the Certificates that are deemed to be Defaulted
Certificates.
“Notification Date”, means the second (22nd) Business Day immediately prior to each Payment
Date, on which the Sociedad Gestora will notify the amounts to be paid as principal and interest to
the Bondholders.
“Option Agreements”, means the three agreements entered into by the Sociedad Gestora, acting
for and on behalf of the Fund, and CAJA MADRID, to hedge against the interest rate risk and
guarantee a minimum margin on the Certificates that it has pooled in its assets and that are linked
to Mortgage Loans whose Reference Interest Rate is one of three types of Mortgage Reference
Rates (MRR of Banks, MRR of Savings Banks, or MRR of All Reference Entities).
“Ordinary Expenses”, means the ordinary expenses in accordance with section 3.4.6.5 of the
Additional Building Block and Clause Twenty of the Deed of Incorporation.
“Outstanding Nominal Balance”, means the outstanding amount of principal.
“Participative Loan”, means the loan granted by CAJA MADRID to the Fund for the purposes of
the allocation of the Initial Reserve Fund.
“Participative Loan Agreement” means the agreement entered into by the Sociedad Gestora,
acting for and on behalf of the Fund, and CAJA MADRID, that regulates the Participative Loan.
“Payment Date” means the 22 nd days of February, May, August and November of each year or, if
any of these days is not a Business Day, the next Business Day. The first Payment Date will be 22
November 2007.
“Placement Management, Subscription and Underwriting Contract”, means the contract

entered into by the Sociedad Gestora, for and on behalf of the Fund, the Arranger and the
Underwriting and Placement Agents, in which the latter entities undertake to subscribe or
to obtain, at their own responsibility, subscribers for the Bonds.
“Priority of Payment Order”, means the order of priority for the application of the Available
Funds to the Fund's payment or withholding obligations, on each Payment Date.
“Prospectus” means the prospectus filed with the CNMV on 10 July 2007.
“Rating Agencies”, means, jointly, Moody’s, S&P and Fitch.
“RBS”, means The Royal Bank of Scotland, plc.
146
“Receivable Nominal Balance”, means the sum of the outstanding principal plus the principal
past due and unpaid.
“Reference Indices”, means, jointly, MRR of Banks, MRR of Savings Banks, and MRR of All
Reference Entities.
“Reference Interest Rate”, means the Bond Reference Interest Rate, in other words, the three (3)
month EURIBOR displayed on the EURIBOR01 page of the REUTERS screen, at 11.00 a.m.
(CET) on the Fixing Date in question, or any rate that may replace it, for fixing the rate of interest
applicable to the Bonds of all the Classes.
“Registration Document” means the document issued in accordance with Annex VII of
“Regulation 809/2004”, means Regulation (EC) Nº 809/2004 of 29 April 2004.
“Required Reserve Fund”, means the minimum level required for the Reserve Fund on each
Payment Date.
“Reserve Fund”, means the Reserve Fund allocated as a mechanism for credit enhancement and
for the purpose of allowing payments to be made by the Fund to the Bondholders of the Classes A,
B, C, D and E, in accordance with the Priority of Payment Order and with the Liquidation
Priority of Payment Order, as appropriate.
“Risk Factors” means a description of the main risk factors with respect to the Issuer, to the
Bonds and to the assets backing the issue.
“Royal Decree 1310/2005”, means Royal Decree 1310/2005, of 4 November, partially developing
the Ley del Mercado de Valores, regarding the admission to trading of securities on organised
secondary markets, initial public offerings or rights offerings and of the prospectus required for
such purposes.
“Royal Decree 685/1982”, means Royal Decree 685/1982, of 17 March, developing certain
aspects of the Ley del Mercado Hipotecario, as currently worded.
“Royal Decree 926/1998”, means Royal Decree 926/1998, of 14 May, regulating asset
securitisation funds and securitisation fund managers.
“Securities Note” means the document issued in accordance with Annex XIII to Regulation
809/2004.
“S&P”, means Standard & Poor’s España, S.A.
“Seller”, means CAJA MADRID.
“Series A1”, means Series A1 Bonds.
147
“Series A1 Bonds”, means six thousand five hundred and eighty (6,580) A1 bonds, each with a
face value of one hundred thousand (100,000) euros and for a total face value of six hundred and
fifty-eight million (658,000,000) euros, represented by book entries.
“Series A2”, means the Series A2 Bonds.
“Series A2 Bonds”, means fifteen thousand seven hundred and fifty (15,750) A2 Bonds, each
with a face value of one hundred thousand (100,000) euros and for a total face value of one
thousand five hundred and seventy-five million (1,575,000,000) euros, represented by book
entries.
“Series A3”, means the Series A3 Bonds.
“Series A3 Bonds”, means four thousand nine hundred and seventy (4,970) A3 Bonds, each with
a face value of one hundred thousand (100,000) euros and for a total face value of four hundred
and ninety-seven million (497,000,000) euros, represented by book entries.
“Series B Bonds” and “Class B Bonds”, means five hundred and fifty-five (555) Class B Bonds,
each with a face value of one hundred thousand (100,000) euros and for a total face value of fifty-
five million five hundred thousand (55,500,000) euros, represented by book entries.
“Series C Bonds” and “Class C Bonds”, means nine hundred (900) Class C Bonds, each with a
face value of one hundred thousand (100,000) euros and for a total face value of ninety million
(90,000,000) euros, represented by book entries.
“Series D Bonds” and “Class D Bonds”, means seven hundred and twenty (720) Class D Bonds,
each with a face value of one hundred thousand (100,000) euros and for a total face value of
seventy-two million (72,000,000) euros, represented by book entries.
“Series E Bonds” and “Class E Bonds”, means five hundred and twenty-five (525) Class E
Bonds, each with a face value of one hundred thousand (100,000) euros and for a total face value
of fifty-two million five hundred thousand (52,500,000) euros, represented by book entries.
“SG”, means Société Générale, Spanish Branch.
“Sociedad Gestora”, means TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A.
“Subordinated Loan”, means the loan granted by CAJA MADRID to the Fund for (i) the
payment of the Initial Expenses by the latter, and (ii) to cover the difference, on the first Payment
Date, between the interest accrued by the Certificates until the Payment Date and the interest
received from the Certificates due prior to such Payment Date.
“Subordinated Loan Agreement” means the agreement entered into by the Sociedad Gestora,
acting for and on behalf of the Fund, and CAJA MADRID, that regulates the Subordinated Loan.
“Subscription Period”, means the period for subscribing the Bonds, which will start on 17 July
2007 at 9.00 a.m. (CET), and will end on the same day at 11.00 a.m. (CET).
148
“Treasury Account”, means the bank account opened with the Financial Agent in the name of the
Fund, in accordance with the provisions of the Financial Service Contract, that will be used to pay
all the amounts that the Fund must receive from the Seller derived from the Mortgage Loans and,
following the instructions of the Sociedad Gestora, to make all the payments of the Fund.
“UBS”, means UBS Limited.
“Underwriting and Placement Agents”, means, jointly, the entities CAJA MADRID, RBS, SG and UBS.
“VAT”, means Value Added Tax.
149

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MADRID RMBS III

Fondo de Titulización de Activos

Underwriting and Placement Agents

Securitisation Fund promoted and serviced by

Prospectus approved and filed with the CNMV on 10 July 2007

e) a glossary of terms (the “Glossary of Terms”).

1.1. Nature of the Fund and obligations of the Sociedad Gestora

1.2. Mandatory substitution of the Sociedad Gestora

In accordance with article 19 of Royal Decree 926/1998, if the Sociedad Gestora is

In this respect, if the Sociedad Gestora is declared bankrupt, it must be substituted by

1.4. Restricted actions against the Sociedad Gestora

1.5. Information sourced from third parties

The Bondholders' interests could be impaired if any of the aforementioned parties

There is no guarantee that a minimum volume or frequency of Bond transactions will be

2.2. Yield of the Bonds

2.3. Term of the Bonds

2.4. Default interest

Under no circumstances will the delay of the payment of interest or repayment of

3. RISKS DERIVED FROM THE ASSETS BACKING THE ISSUE

3.1. Risk of default on the Mortgage Loans

The Bonds do not represent or constitute an obligation of CAJA MADRID or of the

3.2. Limited protection

3.3. Risk of early redemption of the Mortgage Loans

Mr. Ramón Pérez Hernández, acting in his capacity as General Director of

2.1. Fund Auditors

The net profit for each year must be zero.

3. FUND RISK FACTORS ASSOCIATED WITH THE ISSUER

The Fund risk factors are detailed in section 1 of Risk Factors.

4. INFORMATION ABOUT THE ISSUER

4.2. Legal and commercial name of the Issuer

4.3. Place of registration of the Fund and registration number

4.4. Date of Incorporation and length of life of the Fund

4.4.1 Date of Incorporation of the Fund

4.4.2 Length of life of the Fund

4.4.3 Early liquidation and extinction of the Fund

(iii) When there is a non-payment indicative of a serious and permanent imbalance in

(ii) When the Bonds are redeemed in full.

(iii) Upon the completion of the early liquidation procedure.

4.5.1 Fund tax system

The tax regime applicable to Fondos de Titulización de Activos (Asset Securitisation

The tax system may be summarised as follows:

2. Investment income from Securitisation Funds is subject to the general rules on

3. The incorporation of Mortgage Securitisation Funds is exempt from classification as

Article 16 of Royal Decree-Law 3/1993, of 26 February, on urgent measures on

Consequently, if this interpretation were to prosper, the incorporation of the Fund

5. The issue, subscription, transmission redemption and reimbursement of the

5.1. Brief description of the Issuer’s main activities

5.2. General description of the parties to the securitisation transaction

• TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A., is the Sociedad Gestora.

TITULIZACIÓN DE ACTIVOS, S.G.F.T., S.A., is a Spanish public limited

It holds no credit ratings from any rating agencies.

• Caja de Ahorros y Monte de Piedad de Madrid (“CAJA MADRID” or the

CAJA MADRID is a Spanish savings bank, a credit institution organised as a

S&P Fitch Moody’s

Short Term A-1+ F1+ P-1

Long Term AA- AA- Aa2

S&P Fitch Moody’s

Short Term A-1+ F1+ P-1

Long Term AA AA+ Aa1

SG is the branch of an EC credit institution, with registered office at Torre Picasso,

S&P Fitch Moody’s

Short Term A-1+ F1+ P-1