TaxTMI 
TaxTMI 
Listing Agreement for Securitized Debt Instruments
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....ruments as set out at Annexure shall come into force with immediate effect for all 'securitised debt instruments, as defined under regulation 2(1)(s) of the Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008, seeking listing on the Stock Exchange. 4. In respect of listed securitized debt instruments, it is clarified that SPDEs which make frequent issues of securitized debt instruments are permitted to file umbrella offer documents on the lines of a 'shelf prospectus'. 5. In order to ensure uniform market convention for secondary market trades of securitized debt instruments, Actual/ Actual day count convention, shall be mandatory for all listed securitized debt instruments. 6. All the recognized Stock Exchanges are directed to: a. Give effect to the abovementioned policies and put in place the Listing Agreement for securitized debt instruments as set out at Annexure. b. Make consequential changes, if any, to the bye-laws of the Exchange, as may be applicable and necessary. 7. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board o....
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....eir undivided beneficial interest in the receivables and the securities therefor and in the cash flows therefrom. By a Memorandum of Agreement dated and type) within the meaning of and having its registered office at (name of the entity), a executed between the SPDE (mention entity (mention relevant Act) (hereinafter called "the Servicer"), the servicer have agreed to undertake coordination with the obligors, undertake management and collection of the asset pool, make allocations and distributions to Page 3 of 23 holders of the securitized debt instruments in accordance with the scheme and any other matters in accordance with Securities And Exchange Board Of India (Public Offer And Listing Of Securitised Debt Instruments) Regulations, 2008 (hereinafter referred to as "the Regulations"). By a Deed/ Indenture of Trust dated office at executed between a (mention entity type) within the meaning of (mention relevant Act) and having its registered a _(hereinafter called "the Sponsor") and (mention entity type) within the meaning of (mention relevant Act) and having its registered office at (hereinafter called "the Trustee") or by a Memorandum of Agreement spe....
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....on payment; (b) where credit enhancement has been provided for, to make credit enhancement available for listed securitized debt instruments at all times; (c) ensure that services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) are used for payment of interest and redemption or repayment amounts as per applicable norms of the Reserve Bank of India. Where it is not possible to make payment through electronic means, the SPDE shall issue 'payable-at-par' warrants/ cheques for payment of interest and redemption amount; 3. The SPDE agrees that: (a) it will not forfeit unclaimed interest and principal and such unclaimed interest and principal shall be, after a period of seven years, transferred to the Securities and Exchange Board of India (Investor Protection and Education Fund) set up as per Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009; and (b) unless the terms of issue provide otherwise, the SPDE shall not select any of its listed securitized debt instruments for redemption otherwise than on pro rata basis or by lot and shall prompt....
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....e of 1% (one per cent) of the amount of securitized debt instruments offered for subscription to the public, as the case may be for ensuring compliance by the issuer, within the prescribed or stipulated period, of all prevailing requirements of law and all prevailing listing requirements and conditions as mentioned in, and refundable or forfeitable in the manner stated in the Rules, Bye-laws and Regulations of the Exchange for the time being in force. Provided that 50% (fifty per cent) of the above mentioned security deposit should be paid to the Exchange in cash. The balance amount can be provided for by way of a bank guarantee. Provided further that the amount to be paid in cash is limited to *3crores. 8. The SPDE agrees that as soon as its securitized debt instruments are listed on the Exchange, it will, either by itself or through the sponsor, pay to the Exchange fees as prescribed by the Exchange, and thereafter, so long as the securities continued to be listed on the Exchange, it will pay to the Exchange on or before April 30, in each year an Annual Listing Fee computed on the basis of the securities of the SPDE which are outstanding as on March 31 and listed ....
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....etails; (b) of any action which will result in the redemption, conversion, cancellation, retirement in whole or in part of any securitized debt instruments; (c) of any action that would affect adversely payment of interest on securitized debt instruments; (d) of any change in the form or nature of any of its securitized debt instruments that are listed on the Exchange or in the rights or privileges of Page 7 of 23 the holders thereof and make an application for listing of the said securities as changed, if the Exchange so requires; (e) of any other change that would affect the rights and obligations of the holders of securitized debt instruments; (f) of any expected default in timely payment of interest or redemption or repayment amount or both in respect of the securitized debt instruments listed on the Exchange as soon as the same becomes apparent; (g) of any other information not in the public domain necessary to enable the holders of the listed securitized debt instruments to clarify its position and to avoid the creation of a false market in such listed securities; (h) the date of the meetings of its Trustees at which the recommendation or declaration of iss....
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....d on the Exchange shall remain on the list till the maturity or redemption of securitised debt instruments or till the same are delisted as per the procedure laid down by SEBI and the Exchange in which case this agreement shall stand terminated AND THAT nothing herein contained shall restrict or be deemed to restrict the right of the Exchange to delist, suspend or remove from the list the said securities at any time and for any reason which the Exchange considers proper in accordance with the applicable legal provisions. 20. AND THE SPDE FURTHER AGREES that if it fails to comply with the provisions of this agreement or relevant Securities Laws prescribed by the statutory and regulatory bodies, the Exchange has the right to take suitable action under applicable legal provisions. Explanation: For this purpose, ‘Securities Laws' mean the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, SEBI (Public Offer and Listing of Securitized Debt Instruments) Regulations, 2008 the Depositories Act, 1996 and the provisions of the Companies Act, 1956 which are administered by SEBI under section 55A thereof, the Indian Trusts Act, 1882, the rules, regulations, g....
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....sset Class-1 Asset Class-2 Total Page 10 of 23 B3. Credit enhancement details Excess Spread Percentage Excess Spread Amount Over collateral, if any Nature of credit enhancement facilities - whether guarantee/ deposit/ overdraft/ others. If others, please specify - Liquidity facility - First Loss Facility Second Loss facility Liquidity facility Opening Balance / Guarantee available at beginning of the month Closing Balance / Guarantee available at end of the month First Loss facility Opening Balance / Guarantee available at beginning of the month Closing Balance / Guarantee available at end of the month Second Loss facility Opening Balance / Guarantee available at beginning of the month Closing Balance / Guarantee available at end of the month Change in reserve account balance Receipts B4. Waterfall mechanism Collections pertaining to current billing Collections pertaining to previous overdues Prepayment collection Collection of prepayment premium Other collections net of deductions Liquidity facility - Utilization for current payout First Loss facility - Utilization for current payout Second Loss facility- Utilization for current payout Total Rece....
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.... month) A1 Tranche Principal Interest Principal A2 Tranche Interest Page 13 of 23 Princip al paymen ts made till date Princip al paymen t due for the month Interes t payme nts due till date Interest payment s made till date Interes t payme nt due for the month Overd ue status- If If over over due, due, 1. Not prin inter overd ue cipal est over over 2. 180 days Sr Asse Original Current Interest N t Princip Princip rate- Curren t Origina I ° Clas al al Fixed or Interes maturit Holding period by S balance balance Floating t Rate y of (in p.a.) loan (in months ) originat or prior to D. Loan level details D1. Loan level data Remaini Principal ng payments maturity due till as on date date(in months) securitiz ation(in months) 1 2 3 4 5 6 ||གགs|à¼à½[ *In case interest rate if fixed but maturity changes according to interest rate-mention as 'floating maturity' Notes- For every asset class, loan level details in the above format shall be furnished for top 20 loans in descending order of value of principal outstanding. Page 14 of 23 Explanation of Terms A. S....
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....ncement accounts taken together such that a positive amount represents a net deposit to the account and a negative quantity represents a net withdrawal from the account Dynamic Numeric Number of loans underlying the pool which have either been prepaid or foreclosed during the month Dynamic Numeric Numeric Value of loans underlying the pool which have either been prepaid or foreclosed during the month The ratio obtained by dividing the Original Total Value of the Loans by the weighted average market value of the underlying assets securing the loans Dynamic Static Current 'weighted average Numeric The ratio obtained by dividing the current Total Value of the Loans by the weighted average market Dynamic Page 15 of 23 LTV(Loan-to-value) value of the underlying assets securing the loans based on the latest available valuations. Where valuation is not available, estimates/self-assessments may be used. Total number of overdue loans Initial weighted average Numeric Cumulative loans overdue as on the last date of the month Dynamic seasoning Numeric Weighted average of the holding period in months of the securitized loans by originator prior to securitization wei....
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....ated which were due for termination during the month Static Dynamic Dynamic Page 16 of 23 Numeric B2. Yield, maturity & LTV details Current Weighted Average Yield or Coupon Original Weighted Average Life Current Weighted Average Life Original Loan to Value (LTV) Current Loan to Value (LTV) Door-to-door maturity Numeric B3. Details of Credit enhanceme nt/liquidity facilities Excess Spread Percentage Numeric Excess Spread Amount Numeric Over-collateral Numeric Loans prepaid Loans foreclosed Loans-closing balance Original Weighted Average Yield or Coupon Numeric Number & value of loans pre-paid before the maturity of the loans during the month Numeric Number & value of loans foreclosed during the month Numeric Number & value of securitized loans in the pool at the end of the month The original weighted average rate of interest (coupon or contract rate) and/or other income on the loans collateralizing the pool weighted by the original principal balance of the loans The current weighted average rate of interest (coupon or contract rate) and/or other income on the Numeric loans collateralizing the pool weighted by the current principal balance of ....
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....t the end of the month/ Guarantee available at end of the month Dynamic First Loss facility- Opening Numeric A 'first loss facility' represents the first level of financial support to a SPV as part of the process in Dynamic Page 17 of 23 Balance Guarantee available at end of the month Numeric Balance Guarantee available at beginning of the month First Loss Facility - Closing bringing the securities issued by the SPV to investment grade. Provide the balance of funds on deposit in the First Loss Facility account at the beginning of the month/ Guarantee available at beginning of the month Balance of funds on deposit in the First Loss Facility account at the end of the month/ Guarantee available at end of the month Dynamic Second Loss Facility - Opening Balance / Guarantee available at beginning of the month Numeric A "second loss facility" represents a credit enhancement providing a second (or subsequent) tier of protection to an SPV against potential losses. Provide the balance of funds on deposit in the Second Loss facility account at the beginning of the month/ Guarantee available at beginning of the month Dynamic Second Loss facility- Closing Bal....
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....mic Dynamic Dynamic Payment to Senior Contributors (A1, A2, A3, etc. tranche holders) Numeric Payment made to each class of tranche holders during the month Dynamic Payment of excess to Residual Contributors/ Subordinate Payouts Payments to Liquidity facility Numeric Payment of excess made to the residual contributors/subordinate payouts during the month Numeric Transfer to Liquid facility using excess reserves after current payout Dynamic Dynamic Payments to Second Loss facility Numeric Transfer to Second Loss facility using excess reserves after current payout Dynamic Payments to First Loss facility Total payments Numeric Numeric Transfer to First Loss facility using excess reserves after current payout Total of all payments made during the month Dynamic Dynamic schedule till Details of future cash flows maturity B6. Collection of the pool Numeric Details of the projected cash flows for every asset class in the pool subdividing the cash flows into interest and principal payments for every month till maturity Dynamic Cumulative billing Cumulative collections Numeric Numeric efficiency Current billing Cumulative total amount due from ....