EXECUTION VERSION Allen & Overy LLP 0090662-0000097 ICM:23727782.10 FOURTH AMENDED AND RESTATED MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT _____ APRIL 2016 HOLMES MASTER ISSUER PLC (as Master Issuer) and THE BANK OF NEW YORK MELLON, LONDON BRANCH (as Principal Paying Agent) and THE BANK OF NEW YORK MELLON, LONDON BRANCH (as Agent Bank) and THE BANK OF NEW YORK MELLON, NEW YORK BRANCH (as US Paying Agent) and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. (as Registrar) and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. (as Transfer Agent) and THE BANK OF NEW YORK MELLON, LONDON BRANCH (as Note Trustee) and THE BANK OF NEW YORK MELLON, LONDON BRANCH (as Master Issuer Security Trustee) in respect of the Master Issuer's Residential Mortgage Backed Note Issuance Programme
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EXECUTION VERSION
Allen & Overy LLP
0090662-0000097 ICM:23727782.10
FOURTH AMENDED AND RESTATED MASTER ISSUER
PAYING AGENT AND AGENT BANK AGREEMENT
_____ APRIL 2016
HOLMES MASTER ISSUER PLC
(as Master Issuer)
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH
(as Principal Paying Agent)
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH
(as Agent Bank)
and
THE BANK OF NEW YORK MELLON, NEW YORK BRANCH
(as US Paying Agent)
and
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
(as Registrar)
and
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
(as Transfer Agent)
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH
(as Note Trustee)
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH
(as Master Issuer Security Trustee)
in respect of the Master Issuer's Residential Mortgage Backed Note Issuance Programme
soodsh
Typewritten Text
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CONTENTS
Clause Page
1. Definitions and Interpretation ............................................................................................................... 2 2. Appointment of the Agents ................................................................................................................... 2 3. The Master Issuer Notes ........................................................................................................................ 3 4. Delivery of Definitive Notes; Transfers and Exchanges of Global Master Issuer Notes ...................... 6 5. Replacement Master Issuer Notes ......................................................................................................... 6 6. Payments to the Principal Paying Agent ............................................................................................... 7 7. Payments to Noteholders ..................................................................................................................... 10 8. Miscellaneous Duties of the Paying Agents, the Registrar and Transfer Agent ................................. 13 9. Agents to act for Note Trustee and Master Issuer Security Trustee .................................................... 18 10. Fees and Expenses ............................................................................................................................... 20 11. Terms of Appointment ........................................................................................................................ 21 12. Termination of Appointment ............................................................................................................... 23 13. Non-Petition ........................................................................................................................................ 26 14. Assignment .......................................................................................................................................... 27 15. Time .................................................................................................................................................... 27 16. Notices and Demands .......................................................................................................................... 27 17. Master Issuer Security Trustee as a party ............................................................................................ 29 18. Miscellaneous ...................................................................................................................................... 29 19. Exclusion of Third Party Rights .......................................................................................................... 30 20. Governing Law .................................................................................................................................... 30 21. Exclusion of Liability .......................................................................................................................... 31
Schedules
1. Specified Offices of the Agents ........................................................................................................... 32 2. Regulations concerning the transfer, exchange and registration of the registered Definitive
Notes .................................................................................................................................................... 33 3. Additional Duties of the Principal Paying Agent and the Registrar .................................................... 35 4. Form of Tax Certifciate ....................................................................................................................... 37
liable for any and all claims, losses, liabilities, damages, costs, expenses and judgments (including
legal fees and expenses) sustained by it arising due to the Master Issuer Security Trustee, the Note
Trustee, the Principal Paying Agent, the Agent Bank, the U.S. Paying Agent, the Registrar or the
Transfer Agent (as the case may be) receiving or transmitting any data from an Authorised Person
via any non-secure method of transmission or communication, such as, but without limitation, by
facsimile or email.
(b) Each party (other than the Master Issuer Security Trustee, the Note Trustee, the Principal Paying
Agent, the Agent Bank, the U.S. Paying Agent, the Registrar and the Transfer Agent) to this
Agreement accepts that some methods of communication are not secure and the Master Issuer
Security Trustee, the Note Trustee, the Principal Paying Agent, the Agent Bank, the U.S. Paying
Agent, the Registrar or the Transfer Agent (as the case may be) shall incur no liability for accepting
Instructions via any such non-secure method. The Master Issuer Security Trustee, the Note Trustee,
the Principal Paying Agent, the Agent Bank, the U.S. Paying Agent, the Registrar or the Transfer
Agent (as the case may be) is authorised to comply with and rely upon any such notice, Instructions
or other communications which it believes (acting reasonably and in good faith) to have been sent or
given by an Authorised Person. Each party (other than the Master Issuer Security Trustee, the Note
Trustee, the Principal Paying Agent, the Agent Bank, the U.S. Paying Agent, the Registrar and the
Transfer Agent) to this Agreement shall use all reasonable endeavours to ensure that Instructions
transmitted by it to the Master Issuer Security Trustee, the Note Trustee, the Principal Paying Agent,
the Agent Bank, the U.S. Paying Agent, the Registrar or the Transfer Agent (as the case may be)
pursuant to this Agreement are complete and correct. Any Instructions believed by the Master Issuer
Security Trustee, the Note Trustee, the Principal Paying Agent, the Agent Bank, the U.S. Paying
Agent, the Registrar or the Transfer Agent (as the case may be), acting reasonably and in good faith,
to have been sent by an Authorised Person shall be conclusively deemed to be valid instructions
from the relevant party (other than the Master Issuer Security Trustee, the Note Trustee, the
Principal Paying Agent, the Agent Bank, the U.S. Paying Agent, the Registrar and the Transfer
Agent) to this Agreement to the Master Issuer Security Trustee, the Note Trustee, the Principal
Paying Agent, the Agent Bank, the U.S. Paying Agent, the Registrar or the Transfer Agent (as the
case may be) for the purposes of this Agreement.
17. MASTER ISSUER SECURITY TRUSTEE AS A PARTY
The Master Issuer Security Trustee is a party hereto solely for the better protection of its rights in
connection with the Master Issuer Security and (save as otherwise expressly provided herein) does
not have, and shall not assume, any of the obligations or liabilities of the other parties to this
Agreement.
18. MISCELLANEOUS
18.1 Counterparts
This Agreement may be executed in any number of counterparts each of which, when executed and
delivered, shall constitute an original, but all the counterparts shall together constitute but one and
the same instrument; provided, however, that this Agreement shall have no force or effect until it is
executed by the last party to execute the same and shall be deemed to have been executed and
delivered in the place where such last party executed this Agreement.
18.2 Amendments
This Agreement may be amended by the parties hereto, without the consent of any Noteholder, for
the purpose of curing any ambiguity or of curing, correcting or supplementing any defective
provision contained herein or in any manner which the parties may agree is necessary or desirable,
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provided that such amendment shall not be inconsistent with the Conditions and, in the Note
Trustee's sole discretion, shall not be materially prejudicial to the Noteholders of any class.
19. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy
of a third party which exists or is available apart from that Act.
20. GOVERNING LAW
20.1 Governing Law
This Agreement (and any non-contractual obligation arising out of or in connection with it) is
governed by, and shall be construed in accordance with, English law.
20.2 Jurisdiction
(a) The Agents irrevocably agree for the benefit of the Master Issuer, the Master Issuer Security Trustee,
and the Note Trustee that the courts of England are to have jurisdiction to settle any dispute which
may arise out of or in connection with this Agreement (including any dispute relating to any non-
contractual obligations arising out of or in connection with this Agreement) and that accordingly any
suit, action or proceedings arising out of or in connection with this Agreement (including in relation
to any claim or dispute relating to any non-contractual obligations arising out of or in connection
with this Agreement) (together referred to as Proceedings) may be brought in the courts of England.
(b) The Agents irrevocably and unconditionally waive and agree not to raise any objection which they
may have now or subsequently to the laying of the venue of any Proceedings in the courts of
England and any claim that any Proceedings have been brought in an inconvenient forum and further
irrevocably and unconditionally agrees that a judgement in any Proceedings brought in the courts of
England shall be conclusive and binding upon the Agents and may be enforced in the courts of any
other jurisdiction.
(c) Nothing contained in this Clause shall limit any right to take Proceedings against any party to this
Agreement in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or
more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently
or not.
(d) The US Paying Agent, the Registrar and the Transfer Agent each irrevocably and unconditionally
appoints the Principal Paying Agent at its registered office for the time being as its agent for service
of process in England in respect of any Proceedings and undertakes that in the event of it ceasing so
to act it will appoint another person with a registered office in London as its agent for service of
process.
(e) The US Paying Agent, the Registrar and the Transfer Agent each:
(i) agree to procure that, so long as any Master Issuer Notes remains liable to prescription, there
shall be in force an appointment of such a person approved by the Note Trustee with an
office in London with authority to accept service as aforesaid;
(ii) agree that failure by any such person to give notice of such service of process to the relevant
Paying Agent shall not impair the validity of such service or of any judgment based thereon;
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(iii) consent to the service of process in respect of any Proceedings by the airmailing of copies,
postage prepaid, to the relevant Paying Agent in accordance with Clause 16; and
(iv) agree that nothing in this Agreement shall affect the right to serve process in any other
manner permitted by law.
20.3 Appropriate Forum
Each of the parties hereto irrevocably waives any objection which it might now or hereafter have to
the courts of England being nominated as the forum to hear and determine any Proceedings and to
settle any disputes, and agrees not to claim that any such court is not a convenient or appropriate
forum.
20.4 Non-Exclusivity
The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as
to) limit the right of the parties or any of them to take Proceedings in any other court of competent
jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking
of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted
by law.
21. EXCLUSION OF LIABILITY
The Note Trustee is a party to this Agreement only to receive the benefit of the provisions in this
Agreement and has no liability under this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first mentioned
above.
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SCHEDULE 1
SPECIFIED OFFICES OF THE AGENTS
The Bank of New York Mellon, London Branch
(The Principal Paying Agent)
One Canada Square
London E14 5AL
The Bank of New York Mellon, New York Branch
(The US Paying Agent)
101 Barclay Street
New York
NY 10286
The Bank of New York Mellon, London Branch
(The Agent Bank)
One Canada Square
London E14 5AL
The Bank of New York Mellon (Luxembourg) S.A.
(The Registrar)
Vertigo Building-Polaris,
2-4 rue Eugène Ruppert
L-2453 Luxembourg
The Bank of New York Mellon (Luxembourg) S.A.
(The Transfer Agent)
Vertigo Building-Polaris,
2-4 rue Eugène Ruppert
L-2453 Luxembourg
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SCHEDULE 2
REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
REGISTRATION OF THE REGISTERED DEFINITIVE NOTES
1. In this Schedule, any reference to Master Issuer Note or Master Issuer Notes shall be construed as
a reference to a Definitive Note in registered form. The Master Issuer Notes are in Authorised
Denominations.
2. Subject to paragraph 6 below, a Master Issuer Note may be transferred by execution of the relevant
form of transfer under the hand of the transferor or, where the transferor is a corporation, under its
common seal or under the hand of two of its officers duly authorised in writing. Where the form of
transfer is executed by an attorney or, in the case of a corporation, under seal or under the hand of
two of its officers duly authorised in writing, a copy of the relevant power of attorney certified by a
financial institution in good standing or a notary public or in such other manner as the Registrar may
require or, as the case may be, copies certified in the manner aforesaid of the documents authorising
such officers to sign and witness the affixing of the seal must be delivered with the form of transfer.
In this Schedule, transferor shall, where the context permits or requires, include joint transferors
and shall be construed accordingly.
3. Each Master Issuer Note to be transferred or exchanged must be surrendered for registration,
together with a duly completed and executed form of transfer (including any certification as to
compliance with restrictions on transfer included in such form of transfer) at the Specified Office of
the Paying Agents, the Registrar or the Transfer Agent, together with such evidence as the Paying
Agents, the Registrar or the Transfer Agent may reasonably require to prove the title of the
transferor and the authority of the persons who have executed the form of transfer. The signature of
the person effecting a transfer or exchange of a Master Issuer Note shall conform to any list of duly
authorised specimen signatures supplied by the holder of such Master Issuer Note or be certified by a
financial institution in good standing, notary public or in such other manner as the Paying Agents,
the Registrar or the Transfer Agent may require.
4. No Noteholder may require the transfer of a Master Issuer Note to be registered during the period of
15 calendar days ending on an Interest Payment Date in respect of such Master Issuer Note.
5. The executors or administration of a deceased holder of any Master Issuer Notes (not being one of
several joint holders) and, in the case of the death of one or more of several joint holders, the
survivor or survivors of such joint holders, shall be the only persons recognised by the Master Issuer
as having any title to such Master Issuer Notes.
6. Any person becoming entitled to any Master Issuer Notes in consequence of the death or bankruptcy
of the holder of such Master Issuer Notes may, upon producing such evidence that he or she holds
the position in respect of which he or she proposes to act under this paragraph or of his or her title as
the Paying Agents, the Registrar or the Transfer Agent shall require (including legal opinions),
become registered himself or herself as the holder of such Master Issuer Notes or, subject to the
provisions of these Regulations, the Master Issuer Notes and the relevant Conditions as to transfer,
may transfer such Master Issuer Notes. The Master Issuer, the Transfer Agent, the Registrar and the
Paying Agents shall be at liberty to retain any amount payable upon the Master Issuer Notes to
which any person is so entitled until such person shall be registered as aforesaid or shall duly
transfer the relevant Master Issuer Notes.
7. Unless otherwise required by him or her and agreed by the Master Issuer, the holder of any Master
Issuer Notes shall be entitled to receive only one Master Issuer Note in respect of his or her holding.
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8. The joint holders of any Master Issuer Note shall be entitled to one Master Issuer Note only in
respect of their joint holding which shall, except where they otherwise direct, be delivered to the
joint holder whose name appears first in the Register in respect of the joint holding.
9. Where there is more than one transferee (to hold other than as joint holders), separate forms of
transfer (obtainable from the specified office of a Paying Agent, the Registrar or the Transfer Agent)
must be completed in respect of each new holding.
10. Where a holder of Master Issuer Notes has transferred part only of his or her holding comprised
therein, there shall be delivered to him or her a new Master Issuer Note in respect of the balance of
such holding.
11. The Master Issuer, the Transfer Agent, a Paying Agent and the Registrar shall, save in the case of the
issue of replacement Master Issuer Notes pursuant to the Conditions, make no charge to the holders
for the registration of any holding of Master Issuer Notes or any transfer thereof or for the issue of
any Master Issuer Notes or for the delivery thereof at the Specified Office of the Transfer Agent,
such Paying Agent or the Registrar or by uninsured post to the address specified by the holder, but
such registration, transfer, issue or delivery shall be effected against such indemnity from the holder
or the transferee thereof as the Paying Agents, the Registrar or the Transfer Agent may require in
respect of any tax or other duty of whatever nature which may be levied or imposed in connection
with such registration, transfer, issue or delivery.
12. Provided a transfer of a Master Issuer Note is duly made in accordance with all applicable
requirements and restrictions upon transfer and the Master Issuer Note(s) transferred are presented to
the Transfer Agent and/or a Paying Agent in accordance with the Master Issuer Paying Agent and
Agent Bank Agreement and these Regulations and subject to unforeseen circumstances beyond the
control of the Transfer Agent, a Paying Agent or the Registrar arising, such Transfer Agent, Paying
Agent and the Registrar will, within five business days of the request for transfer being duly made,
deliver at its Specified Office or despatch to the transferee by uninsured post (at the request and risk
of the transferee) to such address as the transferee entitled to the Master Issuer Notes may have
specified, a Master Issuer Note in respect of which entries have been made in the Register, all
formalities complied with and the name of the transferee completed on the Master Issuer Note by or
on behalf of the Registrar; and, for the purposes of this paragraph, business day means a day (other
than a Saturday or a Sunday) on which commercial banks are open for business (including dealings
in foreign currencies) in the cities in which the Paying Agents, the Registrar and the Transfer Agent
have their respective Specified Office.
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SCHEDULE 3
ADDITIONAL DUTIES OF THE PRINCIPAL PAYING AGENT AND THE REGISTRAR
In relation to each Series of Notes that are held under the NSS, each of the Principal Paying Agent and the
Registrar will comply with the following provisions, as applicable:
1. The Principal Paying Agent or Registrar, as the case maybe may be, will inform each of Euroclear
and Clearstream, Luxembourg (the ICSDs), through the common service provider appointed by the
ICSDs to service such Series of Notes (the CSP), of the initial issue outstanding amount (IOA) for
such Series of Notes on or prior to the relevant Issue Date.
2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its
customers to reflect such customers' interest in the Notes, the Principal Paying Agent or the Registrar
will (to the extent known to it) promptly provide details of the amount of such mark up or mark
down, together with a description of the event that requires it, to the ICSDs (through the CSP) to
ensure that the records of the ICSDs reflecting the IOA remains at all times accurate.
3. The Principal Paying Agent or the Registrar, as the case may be, will at least once every month
perform a reconciliation process with the ICSDs (through the CSP) with respect to the IOA for such
Series of Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.
4. The Principal Paying Agent or the Registrar, as the case may be, will promptly assist the ICSDs
(through the CSP) in resolving any discrepancy identified in the records of the ICSDs reflecting the
IOA.
5. The Principal Paying Agent or the Registrar, as the case may be, will promptly provide to the ICSDs
(through the CSP) details of all amounts paid by it under such Series of Notes (or, where the Notes
provide for delivery of assets other than cash, of the assets so delivered).
6. The Principal Paying Agent or the Registrar, as the case may be, will (to the extent known to it)
promptly provide to the ICSDs (through the CSP) notice of any changes to such Series of Notes that
will affect the amount of, or date for, any payment due under such Series of Notes.
7. The Principal Paying Agent or the Registrar, as the case may be, will (to the extent known to it)
promptly provide to the ICSDs (through the CSP) copies of all information that is given to the
holders of such Series of Notes.
8. The Principal Paying Agent or the Registrar, as the case may be, will promptly pass on to the Issuer
all communications it receives from the ICSDs directly or through the CSP relating to such Series of
Notes.
9. The Principal Paying Agent or the Registrar, as the case may be, will (to the extent known to it)
promptly notify the ICSDs (through the CSP) of any failure by the Master Issuer to make any
payment or delivery due under such Series of Notes when due.
10. The Registrar shall maintain the Register showing the principal amount outstanding of each Class Z
Variable Funding Note and register all transfers of the Class Z Variable Funding Notes in
accordance with the terms of the Conditions (subject to (a) the prior written consent of the Master
Issuer and (for so long as any Rated Notes are outstanding) the Note Trustee having been obtained
(and the Note Trustee shall give its consent to such a transfer if the same has been sanctioned by an
Extraordinary Resolution of the holders of the Rated Notes) and (b) such transferee has certified to
the Registrar and the Master Issuer that it is (i) a person falling within paragraph 3 of Schedule 2A to
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the Insolvency Act 1986; (ii) independent of the Master Issuer within the meaning of regulation 2(1)
of the Taxation of Securitisation Companies Regulations 2006 and (iii) a Qualifying Noteholder by
way of a Tax Certificate, the Master Issuer Deed of Charge and the Master Issuer Note Trust Deed).
11. The Registrar shall maintain proper records of all such lists of the holders of the Class Z Variable
Funding Notes as may be required by the Master Issuer, the Note Trustee or any person authorised
by any of them.
12. The Registrar shall comply with the proper and reasonable requests of the Master Issuer with respect
to the maintenance of the Register and give to the Master Issuer such information as may be
reasonably required by it for the proper performance of its duties.
13. The Registrar shall record whether a transferee of any Class Z Variable Funding Note is a Qualifying
Noteholder.
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SCHEDULE 4
FORM OF TAX CERTIFCIATE
HOLMES MASTER ISSUER PLC
Class Z Variable Funding Note
To: HOLMES MASTER ISSUER PLC
as Issuer
To: THE BANK OF NEW YORK MELLON, (LUXEMBOURG) S.A.
as Registrar
[] (the Subscriber) has agreed to purchase the [] Class Z Variable Funding Note due [] issued or to be
issued by Holmes Master Issuer plc (the Note and the Issuer, respectively).
By this certificate, the Subscriber certifies that:
(a) it is a Qualifying Noteholder (as defined below);
(b) it will promptly notify the Issuer if it ceases to be a Qualifying Noteholder; and
(c) it will promptly notify the Issuer if it ceases to be beneficially entitled to any payment in respect of
the Note and the date upon which it ceased to be so entitled.
The Subscriber further acknowledges that: (a) if it ceases to be a Qualifying Noteholder or if it ceases to be
beneficially entitled to any payments in respect of the Note and the person who has become beneficially
entitled to such payments has not delivered to the Issuer a duly executed copy of a certificate substantially in
the form of this certificate, the Issuer may deduct amounts on account of tax from such payments; and (b) to
the extent that there is any withholding or deduction on account of tax and the Subscriber subsequently
claims a credit or makes any reclaim in respect of any amounts deducted, any such credit or reclaim shall be
solely the responsibility of the Subscriber and the Issuer shall have no responsibilities whatsoever in relation
thereto.
For the purposes of this certificate:
Qualifying Noteholder means a person which is beneficially entitled to interest in respect of the Note and
is:
(a) a company resident in the United Kingdom for United Kingdom tax purposes;
(b) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which will bring into account payments of interest in respect
of the Notes in computing the chargeable profits (for the purposes of Section 19 of the Corporation
Tax Act 2009 (the CTA)) of that company; or
(c) a partnership each member of which is:
(i) a company resident in the United Kingdom; or
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(ii) a company not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which will bring into account in
computing its chargeable profits (for the purposes of Section 19 of the CTA) the whole of
any share of a payment of interest in respect of the Notes that is attributable to it by reason
of Part 17 of the CTA.
The Subscriber's address in relation to any correspondence relating to this certificate is:
[Address]
Payments to the Subscriber should be made to an account notified by the Subscriber to the Issuer and the
Master Issuer Cash Manager prior to the first Interest Payment Date:
[Account Details]
________________________________________
for and on behalf of
[SUBSCRIBER]
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APPENDIX 1
SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE
Servicing Criteria
Note
Trustee
Paying
Agent
Reference Criteria
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
x x
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance
with such servicing activities.
x x
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
x x
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the transaction agreements.
x x
Cash Collection and Administration
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the transaction
agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made, reviewed and
approved as specified in the transaction agreements.
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally
insured depository institution” with respect to a foreign financial institution means a
foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate; (B) prepared within
30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days specified in the transaction
agreements.
Investor Remittances and Reporting
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total
unpaid principal balance and number of mortgage loans serviced by the Servicer.
x x
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction agreements. x
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Servicing Criteria
Note
Trustee
Paying
Agent
Reference Criteria
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction
agreements. x
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or
other form of payment, or custodial bank statements. x
Pool Asset Administration
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and
approved in accordance with any conditions or requirements in the transaction
agreements.
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance with the
related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
1122(d)(4)(v) The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements and related pool asset
documents.
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds
in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a mortgage
loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
1122(d)(4)(x)
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such
funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the
obligor within 30 calendar days of full repayment of the related mortgage loans, or
such other number of days specified in the transaction agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made
on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the servicer at least 30 calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless
the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to
the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded
in accordance with the transaction agreements.
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Servicing Criteria
Note
Trustee
Paying
Agent
Reference Criteria
1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction