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Structured FinanceGlobal

Representations, Warranties and Enforcement Mechanisms in Global Structured Finance Transactions Special Report

Enhanced Disclosure in Compliance with SEC Rule 17g-7 Dodd-Frank Act: Pursuant to the Dodd-Frank Act, the SEC adopted Rule 17g-7 (the Rule), which requires nationally recognized statistical rating organizations (NRSROs) to include in credit reports for ABS offerings a description of the representations (reps), warranties and enforcement mechanisms (RW&Es) available to investors that are disclosed in the prospectus, private placement memorandum or other offering documents (collectively, Offering Documents) for ABS and that relate to the asset pool underlying the ABS, NRSROs are also required to compare these RW&Es with those of similar securities.

This report describes the RW&Es Fitch typically sees in Offering Documents for structured finance (SF) transactions and that relate to the asset pool.

Application of Rule: Fitch will apply the Rule to the majority of global SF transactions currently identified with the “sf” modifier, including virtually all global ABS, RMBS, CMBS and structured credit products. The Rule was initially applicable to all transactions rated on or after Sept. 26, 2011. Effective June 15, 2015, the Rule was revised to narrow the scope of RW&Es to those contained in a transaction’s Offering Documents and that relate to the underlying asset pool. RW&Es appendices published on or after June 15, 2015 will reflect the revised Rule.

Presale and New Issue Reports: The transaction’s RW&Es will be taken directly from the transaction’s Offering Documents. Fitch will comment in an appendix to the transaction’s presale or new issue report on how the transaction’s RW&Es compare with the typical RW&Es for that asset class, as described in this report, and will also highlight additional or omitted RW&Es that relate to the asset pool. In this manner, investors will have a better understanding of how the transaction’s RW&Es compare with similar securities’ RW&Es.

Publication of RW&E Appendices: The description and comparison of a transaction’s RW&Es will be made in connection with the assignment of expected ratings, initial ratings, and for the first rating action taken following a material change in a transaction’s RW&Es.

Homogeneity of Certain Representations and Warranties: Reps and warranties that address security interests of the underlying assets are somewhat homogenous given the similarities of the duties of the parties and features inherent in structured transactions, and most may be applicable to a number of asset sectors globally.

Asset- and Region-Specific: Each asset class and region’s asset-level reps and warranties, as well as any differences between security interest reps and warranties, are described in individual appendices beginning on page 5, as listed in the Asset and Regional Appendices listing on the following page.

Ongoing Updates: The definitions of “typical” RW&Es are expected to remain somewhat fluid as industry standards in many areas of SF continue to evolve. Periodically, Fitch intends to update this report and, in particular, the various asset-level appendices to reflect the developments in standards.

Inside This Report Page Representations and Warranties Relating to the Security Interest in the Assets 2 Enforcement Mechanisms for Breaches of Reps and Warranties 3 Asset and Regional Appendices 4−73 See page 2 for appendices table of contents.

Analysts U.S. Steven Stubbs 1 212 908-0676 [email protected]

EMEA Lara Patrignani +44 20 3530 1052 [email protected]

Amendment This report was originally published Jan. 21, 2016. Appendix M has been amended regarding the representations and warranties for U.S. Timeshare Loan ABS.

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mailto:[email protected]

Representations, Warranties and Enforcement Mechanisms in Global Structured Finance Transactions 2 March 2, 2016

Structured Finance

Representations and Warranties Relating to the Security Interest in the Assets Typically, the originator of the underlying pool of assets provides reps and warranties as of the closing date of the transaction. Reps and warranties generally address the characteristics of the underlying asset pool, as well as the transaction parties’ qualifications and status.

Reps and warranties regarding the ownership and title to the assets as well as the security interest created by the transaction’s governing documents are also provided by the seller of the assets to the depositor and the trustee. The issuer or the depositor who is responsible for transferring the assets to the trust will provide the same reps and warranties to the trustee. For U.S. transactions in which loans are put into a trust that owns them and issues pass-through certificates, the security interest reps and warranties described below may not be relevant; therefore, they would not be included in the transaction.

Where applicable, the typical reps and warranties relating to the assets’ ownership and security interest generally address the following aspects.

Title and Ownership: The seller (or issuer if applicable) has good, valid, and marketable title or owns the assets, which in either case is free and clear of all liens, claims, or other encumbrances and will represent that the depositor (or trustee if applicable) will receive good, valid, and marketable title to all the assets free and clear of any liens, claims, or encumbrances.

Composition of Underlying Assets: The assets may constitute the following cash, accounts, chattel paper, instruments, general intangibles, uncertificated securities, certificated securities, or security entitlements in financial assets as defined by the applicable UCC in the U.S. or other laws in the respective jurisdiction.

Security Interest: The governing document creates a valid and continuing security interest in favor of the depositor or trustee, which security interest is prior to all other liens and is enforceable as such against creditors of the seller or issuer.

Consents and Approvals: The seller or issuer has received all consents and approvals required by the terms of the documents.

No Pledge: Other than the security interest granted to the depositor or trustee under the documents, the seller or issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the assets. The seller or issuer has not authorized the filing of and is not aware of any financing statements against it that include a description of the underlying assets other than any financing statement relating to the security interest granted to the depositor or trustee.

Financing Statements: The filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law to perfect the security interest in the assets will be completed.

Executed Copies Delivered: All original executed copies of the promissory note, mortgage note, or underlying asset, as applicable, that constitute or evidence the assets have been delivered to the servicer, trustee, or custodian as applicable.

Custodian Acknowledgement: The issuer or depositor has received written notice or acknowledgement from the custodian that it is holding the assets or documents that constitute evidence of the asset solely on behalf of the issuer, its assignee, or the trustee, where applicable.

Asset and Regional Appendices

Inside This Report Page A1. U.S. RMBS 4 A2. U.S. RMBS Re-REMICs 8 B. U.S. CMBS 9 C. U.S. CMBS Re-REMICs 14 D. U.S. Credit Card ABS 15 E. U.S. FFELP Student Loan ABS

E1 For-Profit Issuers 16 E2 Municipal/Nonprofit Issuers 17

F. U.S. Private Student Loan ABS 18 G. U.S. Retail Auto Loan ABS 19 H. U.S. Retail Auto Lease ABS 21 I. U.S. Equip. Loan and Lease ABS 23 J. U.S. Dealer Floorplan ABS 25 K. U.S. Utility Tariff ABS 26 L. U.S. Aircraft Op. Lease ABS 28 M. U.S. Timeshare Loan ABS 29 N. Global ABCP 30 O. U.S. CLO 31 P. EMEA RMBS

P1. UK RMBS 32 P2. Irish RMBS 33 P3. German True Sale RMBS 35 P4. Dutch RMBS 36 P5. Spanish RMBS 37 P6. Italian RMBS 39 P7. French RMBS 41 P8. Belgian RMBS 42 P9. Portuguese RMBS 43

Q. EMEA CMBS 46 R. EMEA ABS 49 S. EMEA Project Finance CLO 50 T. EMEA Leveraged Finance CLO 51 U. EMEA SME CDO

U1. UK SME CDO 52 U2. Dutch SME CDO 53 U3. Spanish SME CDO 54 U4.Italian SME CDO 56

V. Australia V1. Australian RMBS 57 V2. Australian ABS 59 V3. Australian CMBS 60 V4. Australian Small Balance CMBS 61 V5. New Zealand ABS 62

W. Non-Japan Asia W1 Non-Japan Asia ABS 63 W2 Non-Japan Asia RMBS 64 W3 Non-Japan Asia CMBS 66

X. Japan X1 Japanese CMBS 67 X2 Japanese RMBS 68 X3 Japanese ABS 69

Y. Latin America RMBS 70 Z. Credit-Linked Notes 73

Related Criteria Global Structured Finance Rating Criteria (July 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame_render.cfm?rpt_id=867952

https://www.fitchratings.com/creditdesk/reports/report_frame_render.cfm?rpt_id=867952


Structured FinanceMarks and Notations: None of the instruments that constitute the assets have any marks or notations indicating they have been pledged, assigned, or otherwise conveyed to any other person other than the depositor or trustee.

Most of the reps and warranties listed above will not be applicable in Europe, the Middle East, and Asia (EMEA) SF transactions; instead, reps and warranties relating to the ancillary/related security of the assets being sold are usually included in the asset level reps listed in the individual appendices.

Enforcement Mechanisms for Breaches of Representations and Warranties If any of the reps and warranties is discovered to be untrue, generally, the rep and warranty provider must cure the breach, repurchase the asset out of the trust (at the full outstanding principal balance plus any accrued interest) or, in some cases, substitute the asset. In some cases, a breach of a rep and warranty may be an event of default, in which a cure period for remedying the breach may be available.

Typically, the parties providing the asset level reps and warranties are required to cure the breach on discovery or on receipt of written notice of such breach within a specified period of time (which may range anywhere from 30−120 days or longer from the date of the discovery) if such breach materially and adversely affects the value of the asset.

If the breach cannot be corrected or cured by the end of that timeframe, the asset is required to be repurchased at a price equal to the unpaid principal balance of the asset plus accrued interest at the note rate from the last payment through the date of repurchase or in some cases, substituted within two years (or a limited time) of closing. Amounts due to the servicer or previously collected with respect to that asset may be deducted from the purchase amount. In some instances, an indemnification payment equal to the decline in value of the asset may be paid to the noteholders or certificateholders, or the defective asset may be replaced with a qualified substitute.

For some SF sectors and asset types, a breach of certain transactions’ reps and warranties constitutes an event of default and provides for the note or certificate holders or a specific percentage of holders of an outstanding class (or classes) to cause the principal to become immediately due and payable if the breach is not cured or if there are no provisions in the governing documents that allow for the breach to be cured. In others, a breach of a representation or warranty will trigger an early amortization event. Also, some asset classes will contain provisions that address breaches by certain parties to the transaction (such as the servicers), that if not cured may result in the removal of the party, which may be at the direction of the note or certificate holders or a specified percentage thereof.


Structured Finance

Appendix A1: U.S. RMBS Representations and Warranties U.S. RMBS transactions typically include reps and warranties relating to the t security interest and enforcement mechanisms as described in this report. Fitch has published asset-level representation and warranty criteria for newly originated, seasoned, which includes re-preforming loans, and nonperforming loans (NPLs) collateralizing U.S. RMBS transactions in its criteria report “U.S. RMBS Master rating Criteria”. Reps and warranties that relate to the asset level for newly originated loans typically included in U.S. RMBS transactions address the attributes listed below.

Not all the reps for newly originated loans listed below are applicable to seasoned, re-performing loans, or NPLs, as the primary focus for the latter asset classes is the integrity of the data and enforceability of the lien. Reps that address attributes applicable to seasoned and re-performing loans are indicated with an “a” and those with a “b” indicate applicability to NPLs. In cases, where the mortgage loan schedule or other comparable report that Fitch relies on for its analysis indicates the presence or omission of an attribute or risk factor that would otherwise be addressed by one of the below-listed reps and warranties, U.S. RMBS transactions may have a partial rep as applicable or may not contain such rep and warranty.

Property Valuation: Written appraisals are prepared by an appraiser licensed or certified by the applicable governmental body and are consistent with customary Fannie Mae or Freddie Mac standards and Uniform Standards of Professional Appraisal Practice (USPAP) standards. If the property valuation consisted of a broker price opinion (BPO), the opinion was provided by a licensed real estate broker (a, b).

Income/Employment/Assets: The originator verified the borrower’s income, employment, and/or assets in accordance with its written underwriting guidelines, testing the reasonableness of undocumented income.

Occupancy: The originator considered factors to evaluate the reasonableness of the occupancy status of the property as represented by the borrower.

Source of Loan Payments: None of the loan proceeds has been escrowed for the purpose of making monthly payments on behalf of the borrower, and no payments have been paid by any person who was involved in or benefited from the sale, origination, refinancing, or servicing of the mortgage property or loan.

Data: The mortgage loan schedule correctly and accurately reflects the information contained in the originator’s records in all material respects (a, b).

Underwriting: The loans were underwritten in substantial conformance to the originator’s guidelines without underwriter discretion; if not, there are reasonable compensating factors documented in the mortgage loan file.

Mortgage Insurance: For mortgage loans with mortgage insurance, the policy is a valid, binding, and enforceable primary mortgage insurance policy issued an insurer acceptable to Fannie Mae and Freddie Mac (a, b).

Qualified Mortgage: For mortgage loans with applications taken on or after Jan. 10, 2014, each Qualified Mortgage Loan as identified on the mortgage loan schedule is either a (i) Safe Harbor Qualified Mortgage (SHQM) or (2) Higher Priced Qualified Mortgage (HPQM)/Rebuttable Presumption Qualified Mortgage (RPQM) as defined in 12 CFR 1026.43(e). Alternatively, this rep can be met if the mortgage loan schedule identifies a loan as SHQM or HPQM/RPQM and the “data” rep states that information in the mortgage loan schedule is true and correct in all material respects.


Structured FinanceRegulatory Compliance: At the time of origination or modification, each mortgage loan complied in all material respects with all then-applicable federal, state, and local laws as well as servicing of the loan prior to the closing date (a, b).

Borrower: Each borrower is a natural person and to the best of the originator’s knowledge the borrower was legally entitled to reside in the U.S. No borrower was the subject of a bankruptcy proceeding in or foreclosure in at least the previous four or seven years of origination, respectively. No notice that the mortgagor is a debtor in any state or federal bankruptcy proceeding has been received by the originator (a). For NPLs, the rep is as follows: with respect to each mortgage loan, unless otherwise indicated on the mortgage loan schedule, each borrower is a natural person or other acceptable forms (e.g. land trust).

Mortgage Insurance Repurchase: Where applicable, if a mortgage insurer rejects, denies, or rescinds a claim due to a defect arising with the origination or servicing of the mortgage loan prior to the closing date, the originator shall either repurchase the mortgage loan or pay the trust the amount of such claim within 30 days from the insurer’s rejection (a, b).

No Prior Liens: The seller was the sole owner and holder of the mortgage loan free and clear of any and all liens and has good and marketable title and full right and authority to sell and assign the same (a, b).

Enforceability and Priority of Lien: The mortgage is a valid, subsisting, and enforceable first or second lien on the property, and the mortgaged property is free and clear of all encumbrances and liens having priority over the lien of the mortgage except for taxes, assessments, and other matters (a, b).

Taxes Paid: All taxes, governmental assessments, insurance premiums, and water, sewer, and municipal charges that previously became due have been paid, or an escrow of funds has been established, to the extent permitted by law, in an amount sufficient to pay for any such item that remains unpaid (a, b).

No Damage/Condemnation: The mortgaged property is undamaged by water, fire, earthquake, earth movement other than earthquake, windstorm, flood, tornado, or similar casualty (a, b).

No Mechanics Liens: The mortgaged property is free and clear of all mechanics’ and materialmen’s liens (this warranty is not in place if a title policy affording the same protection as this warranty is furnished to the trustee by the seller) (a, b).

No Encroachments/Compliance with Zoning: The mortgaged property consists of a fee simple estate in real property; to the best of the originator’s knowledge, all improvements lie wholly within the boundaries and building restriction lines of such property (except co-op shares and mortgage and residential long-term leases) (a, b).

No Usury: The mortgage loan meets or is exempt from applicable state, federal, or local laws, regulations, and other requirements pertaining to usury (a, b).

Certificate of Occupancy: To the best of the originator’s knowledge, all inspections, licenses, and certificates required to be made, including certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities (a, b).

Mortgage Loan Legal and Binding: The mortgage note, mortgage, and other agreements are genuine, and each is the legal, valid, and binding obligation of the maker thereof, enforceable in accordance with its terms (a, b).


Structured FinanceProceeds Fully Disbursed/Recording Fees Paid: The proceeds of the mortgage loan have been fully disbursed, and all costs, fees, and expenses incurred in making, closing, or recording the mortgage loan have been paid.

Existence of Title Insurance: The mortgage loan is covered by an American Land Title Association mortgagee title insurance policy or other generally acceptable form of policy or insurance acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac (a, b).

Hazard Insurance: The mortgaged property securing each mortgage loan is insured by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire and such hazards as are covered under a standard extended coverage endorsement (a, b).

No Default: To the best of the originator’s knowledge, there is no monetary default, breach, violation, or event of acceleration existing under the mortgage or the related mortgage note (a). For NPLs- seller has not waived any monetary default, monetary breach, monetary violation or event of acceleration with respect to the mortgage loan (b).

No Rescission: No mortgage note or mortgage is subject to any right of rescission, setoff, counterclaim, or defense (a, b).

Enforceable Right of Foreclosure: Each mortgage contains customary and enforceable provisions to render the rights and remedies of the holder thereof adequate for the realization against the mortgaged property of the benefits of the security, including realization by judicial foreclosure (a).

Mortgage Loan Qualifies for REMIC: The mortgage loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (a).

Lost Note Affidavit: For each mortgage where a lost note affidavit has been delivered to the trustee in place of the related mortgage note, the related mortgage note is no longer in existence (a).

Doing Business: All parties that have had any interest in a mortgage loan are in compliance with any and all applicable licensing requirements of the laws of the state wherein the related mortgaged property is located (a).

Fraud: No fraud or material error, omission, misrepresentation, negligence, or similar occurrence with respect to a mortgage loan has taken place on the part of any party involved in the origination of the mortgage loan.

Early Payment Default Repurchase: The originator shall promptly repurchase a mortgage loan that becomes 30 days or more delinquent within the first three months following the origination date unless the default was the result of a servicing issue that has subsequently been or will be corrected.

Insurance Coverage Not Impaired: The originator has not engaged in, and has no knowledge of the borrower’s having engaged in, any act or omission that would impair the coverage of any hazard, title, or mortgage insurance policy (a, b).

Deeds of Trust: If a mortgage constitutes a deed of trust, a trustee has been properly designated and is named in the mortgage (a, b).

Mortgage Recorded: Each original mortgage was recorded, and all subsequent assignments of the original mortgage have been recorded in the appropriate jurisdictions in which such recordation is necessary to perfect the liens against creditors of the seller or are in the process of being recorded (a, b).


Structured FinanceDue-On-Sale: The mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the loan when the property is sold or transferred (a, b).

Leases: The mortgaged property is either a fee simple estate or a long-term residential lease (a, b).

High Cost Loans: No mortgage loan is a “high-cost” loan, “covered” loan, or any other similarly designated loan as defined under any state, local, or federal law, as defined by applicable predatory and abusing lending laws (a, b).

Down Payment: Unless otherwise indicated the borrower paid at least 3% of the purchase price with his/her own funds for purchase loans.

No Bankruptcy/No Foreclosure: The originator has not received notice that the mortgagor is a debtor in any state or federal bankruptcy or insolvency proceeding. (a, b - applicable unless indicated on mortgage loan schedule). Additionally, unless otherwise indicated on the mortgage loan schedule, no borrower was the subject of a bankruptcy/foreclosure or deed-in-lieu or short sale proceeding in the four/seven years prior to the origination of the mortgage loan (a, b).

Complete Mortgage and Collateral Files: The instruments and documents with respect to each mortgage loan required to be delivered to the trustee or custodian (in trust for the trustee) on or prior to the closing date have been delivered to the trustee or custodian (in trust for the trustee) (a).

Complete Collateral Files: Except as appears on the mortgage loan schedule, the instruments and documents with respect to each mortgage loan required to be delivered to the trustee or custodian (in trust for the trustee) on or prior to the closing date have been delivered to the trustee or custodian (in trust for the trustee) (b only).

Mortgaged Property Is One- to Four-Family: Each mortgaged property is located in the U.S. or a territory of the U.S. and consists of a one- to four-unit residential property (which may include a single-family dwelling, townhouse, condominium unit or a unit in a planned unit development (a, b).

Loans Current/Prior Delinquencies: Unless otherwise indicated on the mortgage loan schedule, payments required to be made up to the due date immediately preceding the cutoff date have been made, and no mortgage loan had more than one delinquency in at least the 12 months preceding the cutoff date (a, b).

No Prior Modifications: Unless otherwise indicated on the mortgage loan schedule, the mortgage or the related mortgage note has not been modified in any material respect or satisfied, cancelled, or subordinated (a).


Structured Finance

Appendix A2: U.S. RMBS Re-REMIC Representations and Warranties Offering Documents for U.S. Re-REMICs typically do not include RW&Es that are available to investors and that relate to the asset pool underlying the Re-REMIC. Therefore, Fitch credit reports for Re-REMIC offerings will not typically include descriptions of RW&Es.


Structured Finance

Appendix B: U.S. CMBS Representations and Warranties U.S. CMBS transactions typically include the enforcement mechanisms as described in this report. However, U.S. CMBS transactions typically will not include the security interest reps and warranties described in this report, as CMBS certificate holders typically own beneficial interests in the trust assets (loans), rather than having a security interest in the loans. Reps and warranties related to the ownership of and title to the assets are included in the asset level reps summarized below.

For U.S. CMBS, the Commercial Real Estate Finance Council (CREFC), an industry trade organization, has published model industry reps and warranties that can be found on the CREFC website in the Industry Standards Resources section. For ease of comparison, the list of reps and warranties in this report corresponds to the CREFC model list.

The reps and warranties found in typical U.S. CMBS transactions are summarized below. Typically reps and warranties are provided by the loan seller in the case of multiborrower transactions, or by the borrower in single borrower and large loan transactions. While typical U.S. CMBS reps and warranties are substantially similar to the CREFC model reps and warranties, some differences exist. For example, typical U.S. CMBS transactions do not include all the CREFC reps and warranties or may contain additional reps and warranties depending on specific asset or pool characteristics. CREFC model reps and warranties not typically included in CMBS transactions are noted with an asterisk (*). Additionally, reps and warranties found in typical transactions not included in the CREFC model list are noted at the end or with two asterisks (**).

Complete Servicing File: All Servicing File documents will be delivered to the Master Servicer by the deadlines set in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement.

Whole Loan; Ownership of Mortgage Loans: Each loan is a whole loan. The Seller had good title to each loan, free of any liens, and the full right and authority to sell, assign and transfer each Loan. The assignment to the Depositor constitutes a legal, valid and binding assignment of such Loan free and clear of any liens.

Loan Document Status: Each loan document is the legal, valid, and binding obligation of its maker and is enforceable in accordance with its terms. There is no valid offset, defense, counterclaim, or right of rescission available to the related mortgagor.

Mortgage Provisions: The Loan Documents provide the holder with adequate rights and remedies to realize from the Mortgaged Property the principal benefits of the intended security.

Hospitality Provisions: For loans secured by hospitality properties, a security interest in the personal property of the borrower is perfected by UCC financing statements. ( * The Mortgage Loan Documents include a comfort letter signed by the Mortgagor and franchisor enforceable by the Trust against the franchisor and the Mortgage or security agreement creates a security interest in the revenues of such property for which UCC financing statements have been filed).

Mortgage Status; Waivers and Modifications: Since origination and except by written instruments in the Mortgage File: the Loan Documents have not been waived, impaired, modified or altered; no Property has been released from its lien; and no obligor has been released from its obligations.

Lien; Valid Assignment: The seller’s assignment of the mortgage and assignment of leases constitutes a legal, valid, and binding assignment. Each mortgage is a legal, valid, and enforceable first lien on such property, and no rights exist which could give rise to any liens or encumbrances.

http://www.crefc.org/uploadedFiles/CMSA_Site_Home/Government_Relations/CMBS_20/CREFC_Model_Reps.pdf


Structured FinancePermitted Liens; Title Insurance: Each property is covered by an American Land Title Association (ALTA) or comparable title insurance policy that insures the first priority lien of the mortgage, subject only to permitted encumbrances, and the policy is in full force and effect.

Junior Liens: None of the loans have or permit subordinate mortgages or junior liens and, except as set forth on Schedule [__], there is no mezzanine debt.

Assignment of Leases and Rents: The Assignment of Leases creates a valid first-priority security interest in the property’s rents.

Financing Statements: A valid and perfected security interest in the personal property necessary to operate the property was established by the Mortgage Loan (or related security agreement) and UCC financing statements.

Condition of Property: The Seller or the originator inspected (or caused to be inspected) each Property within 12 months of the Cutoff Date and an engineering report was prepared within 12 months of the Cutoff Date. Except for repairs generally costing less than 5% of the balance or $50,000, the Seller has no knowledge of physical conditions that affect the use, operation or value of the Property (other than those disclosed in the engineering report), and the Property is free of any material damage and is in good repair and condition, or any damage or deficiencies would not affect the use, operation or value of the Property, the conditions have been repaired, or escrows sufficient to complete the repairs have been established.

Taxes and Assessments: All taxes that have become due and could create a lien on the Property have been paid.

Condemnation: To the Seller’s knowledge, there are no pending or threatened condemnation proceedings.

Actions Concerning Mortgage Loan: There is no action, suit or proceeding which would affect the title, enforceability of the Mortgage, or the use, operation or value of the Property.

Escrow Deposits: All required escrows are being conveyed to the Depositor, and requirements for the completion of any improvements have been complied with or the escrowed funds have not been released.

No Holdbacks: The Loan has been fully disbursed and there is no requirement for future advances, except in those cases where the full loan amount has been disbursed but a portion is being held in escrow or reserve accounts pending certain conditions.

Insurance: Each Property maintains property insurance for at least the lesser of the principal balance of the Loan and the replacement cost, at least 12 months business interruption insurance and general liability insurance. All premiums due have been paid and policies name the lender (and its successors and assigns) as loss payee under a mortgagee endorsement or as additional insured under the liability policy. The Mortgagor is obligated to maintain insurance and authorizes the lender to maintain insurance at the Mortgagor’s expense. The insurance provider(s) is rated ’A−’ or higher. If the improvements are subject to special flood hazards, the Mortgagor is required to maintain flood insurance. If windstorm and related perils and are excluded from the policy, a separate windstorm policy was obtained. If the improvements are located in seismic zones 3 or 4, an architectural or engineering consultant has evaluated the probable maximum loss (PML) and if the PML would exceed 20% of the replacement cost, earthquake insurance was obtained.

Access; Utilities; Separate Tax Lots: Each Property has access to a public road, public or private water and sewer, and all appropriate utilities. The property constitutes one or more separate tax parcels.


Structured FinanceNo Encroachments: All improvements included in the determination of the appraised value are on the Property and no improvements on adjoining parcels encroach onto the Property, and no improvements encroach upon any easements.

No Contingent Interest or Equity Participation: No Loan has a shared appreciation feature, contingent interest feature a negative amortization feature, or an equity participation feature.

REMIC: The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2)) that treats certain defective mortgage loans as qualified mortgages.

Compliance with Usury Laws: The Mortgage complied with, or was exempt from, state or federal laws and regulations pertaining to usury.

Authorized to do Business: Holders of the Mortgage Note are authorized to do business in the property’s jurisdiction.

Trustee under Deed of Trust: For deed of trust Loans, a duly qualified trustee is named or may be substituted, and no fees are generally payable.

Local Law Compliance: The Property is in compliance with applicable zoning laws, ordinances, and restrictions, or constitutes a legal non-conforming use that does not affect the use, operation or value of the Property. For legal nonconforming properties, the Property can be restored to maintain its former use, law and ordinance insurance has been obtained, or the inability to restore the Property would not affect its use, operation or value.

Licenses and Permits: Each Mortgagor shall keep all material licenses, franchises and permits in full force and effect.

Recourse Obligations: The Mortgage Loan contains recourse provisions for obligor actions such as misappropriation, fraud, misrepresentation, misconduct, breaches of environmental covenants, or waste.

Mortgage Releases: The Loan Documents do not provide for property releases except for partial releases accompanied by principal repayment of not less than a specified percentage of the loan amount, upon full repayment, upon Defeasance, releases of unimproved portions of the Property which do not diminish the value of the collateral, or as required for condemnation. No release shall be permitted other than in compliance with the REMIC Provisions.

Financial Reporting and Rent Rolls: Each Mortgagor is required to provide ongoing operating statements and rent rolls.

Acts of Terrorism Exclusion: Property and business interruption insurance do not specifically exclude Acts of Terrorism, or it is covered by a separate terrorism insurance policy. The Loan Documents do not waive or prohibit terrorism coverage; however, coverage may be limited by its availability on commercially reasonable terms.

Due on Sale or Encumbrance: Each Loan contains “due on sale” and “due on encumbrance” provisions for the acceleration of the loan if the Property, or any controlling equity interest in the Mortgagor, is pledged, transferred or sold, or the Property is further encumbered without the consent of the Lender and/or complying with the requirements of the Loan Documents.

Single-Purpose Entity: Each Mortgagor is required to be a Single-Purpose Entity for as long as the Loan is outstanding.

Defeasance: For any Loan that can be defeased: the Loan cannot be defeased within two years of the Closing Date; only U.S. “government securities” may be pledged; the defeasance collateral is not subject to prepayment; a CPA will certify the collateral is sufficient to make all


Structured Financepayments; defeasance collateral will be held by an SPE; an opinion of counsel will state that the Trustee has a perfected security interest in the collateral; and the Mortgagor is required to pay all reasonable expenses associated with defeasance.

Fixed Interest Rates: (For fixed rate transactions.) Each Loan bears interest at a rate that remains fixed through the remaining term.

Ground Leases: For Loans secured by a ground leasehold estate: • The ground lease has been recorded in the applicable jurisdiction, it permits the leasehold

to be encumbered by the Mortgage, it does not restrict the use of the Property, and no material change in its terms has occurred (except by any written instruments included in the Mortgage File).

• The lessor has agreed in writing that the ground lease may not be amended, modified, cancelled or terminated without the written consent of the lender.

• The ground lease has a term of at least 20 years beyond the maturity of the Loan, (or 10 years if the Loan fully amortizes by the stated maturity).

• The ground lease is not subject to any, liens or encumbrances of superior or equal priority to the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances.

• The ground lease does not place commercially unreasonable restrictions on the Mortgagee and the ground lease is assignable to the Lender without the lessor’s consent.

• The Seller has not received any notice of default or termination. To the Seller’s knowledge, the ground lease is in full force and effect and there is no default and no condition that, but for the passage of time or giving of notice, would result in a default.

• The ground lease requires the lessor to give written notice of default and provides that no notice of default or termination is effective unless given to the lender.

• Lender is permitted to cure any default before the lessor terminates the ground lease; • The ground lease does not impose any restrictions on subletting. • Any insurance proceeds will be applied to the repair of the related Property or to the

payment of the Loan. • *Any insurance proceeds in respect of a (substantially) total loss (or taking) will be applied

first to the repayment of the outstanding Loan. • Provided the lender cures any defaults (which are susceptible to being cured), the ground

lessor has agreed to enter into a new lease with lender.

Servicing: The servicing and collection practices of each Loan have been legal, proper and prudent, and in accordance with customary servicing practices.

Origination and Underwriting: Each loan’s origination complied with applicable laws and regulations. Origination and Underwriting complied with the terms of the Seller’s origination and underwriting procedures and standards.

*Certification of Rent Rolls and Operating Histories: Rent rolls and historical operating statements were provided within 180 days of origination and have been certified by the Mortgagor as being accurate and complete.

No Material Default; Payment Record: No Loan is delinquent, or has been more than 30 days delinquent (beyond grace or cure periods) in making required payments. There is no, and has been no default, breach or event of acceleration under the Loan.

Bankruptcy: To the Seller’s knowledge, no obligor or tenant of a single-tenant property is a debtor in bankruptcy, insolvency or similar proceedings.

*Organization of Mortgagor: An organizational chart has been provided identifying owners of the Mortgagor. To the Seller’s knowledge, based on underwriting diligence, no sponsor of the


Structured FinanceMortgagor or guarantor related to the Loan was in bankruptcy, insolvency or similar proceedings, had a prior record of bankruptcy or insolvency, or had been convicted of a felony.

Environmental Conditions: The Loan Documents require the Mortgagor’s compliance with environmental laws and regulations. Properties generally had an environmental site assessment (ESA) conducted within 12 months of closing that (i) did not reveal any environmental conditions or the need for further investigation, or (ii) if any noncompliance with environmental laws or the existence of an environmental condition was indicated, then at least one of the following is true: (A) at least 125% of the estimated cost has been escrowed by the related Mortgagor who is required to perform any necessary remediation; (B) for asbestos-containing materials, an operations or maintenance plan has been required; (C) the environmental condition was remediated or abated in all material respects, and a “no further action” letter was obtained; (D) an environmental policy or a lender’s pollution legal liability insurance policy covers liability for the identified condition was obtained; (E) a responsible party unrelated to the mortgagor or (F) a party related to the Mortgagor, in both cases having sufficient financial resources is required perform any necessary remediation. Generally, except as set forth in the ESA, there are no known environmental conditions, circumstance or condition that rendered the Mortgaged Property in noncompliance with applicable environmental laws, or recommended the need for further investigation.

*Lease Estoppels Reviewed: For each Loan secured by retail, office or industrial properties, the Seller requested the related Mortgagor to obtain estoppels from each commercial tenant, the Seller reviewed estoppels which collectively account for at least 65% of the base rent, and to the Seller’s knowledge, each lease is in full force and effect and no material default exists (either by the lessee or lessor) under any lease of 20% or more of the base rent for the Property (or cross-collateralized properties).

Appraisal: The Mortgage File contains an appraisal of the Property dated within 12 months of the Closing Date that satisfies the requirements of the Uniform Standards of Professional Appraisal Practice as adopted by the Appraisal Standards Board of the Appraisal Foundation, or the guidelines of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA).

Mortgage Loan Schedule: The information pertaining to each Loan as set forth in the Mortgage Loan Schedule is true, complete and correct in all material respects as of the Cutoff Date and contains all information required by the Pooling and Servicing Agreement.

Cross-Collateralization: No Loan is cross-collateralized or cross-defaulted with any loan outside the Mortgage Pool ( **and all of the collateral securing each loan is included in the Trust).

Advance of Funds by the Loan Seller: The loan has been fully disbursed and there are no requirements for future advances.

*Compliance with Anti-Money Laundering Laws: Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.

Typical Reps outside of the CREFC Model Reps and Warranties include the following:

**Related Borrowers: No two or more Loans included in the trust fund have the same mortgagor or, to the Seller’s knowledge, are to mortgagors which are entities controlled by one another or under common control.

**Grace Periods: For Loans that provide for a grace period for delinquent Monthly Payments, such grace period is less than 15 days from the applicable payment date.


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Appendix C: U.S. CMBS Re-REMIC Representations and Warranties U.S. CMBS Re-REMIC transactions typically include reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

However, the Reps and warranties relating to the security interest described under the sections Executed Copies Delivered, Custodian Acknowledgement, and Marks and Notations are not typically included in U.S. CMBS Re-REMIC transactions.

Additional reps and warranties found in typical U.S. CMBS Re-REMIC transactions are summarized below.

Representations and Warranties Made by Parties to the Transaction Relating to their Organization and Status:

Taxes and fees paid: Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of the transaction documents and the assets will have been paid at or prior to the closing.

Representations and Warranties Relating to the Security Interest in the Assets:

Assignment and Delivery: At the closing, the assets will have been duly and validly assigned and delivered by the seller (or issuer as applicable) to the trustee.


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Appendix D: U.S. Credit Card ABS Representations and Warranties Credit card asset-backed security (ABS) transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in credit card ABS transactions, such as Composition of Underlying Assets, No Pledge, Financing Statements, Executed Copies Delivered, Custodian Acknowledgement, and Marks and Notations.

However, additional reps and warranties that relate to the security interest that are not described in this report but may be included in U.S. credit card ABS transactions are as follows:

Claims: Neither the sellers nor any person claiming through or under the sellers has any claim to or interest in the collection account, any account or any enhancement.

Reps and warranties that relate to the asset pool typically included in U.S. credit card ABS transactions address the following attributes:

Account Eligibility: Each account is an eligible account as defined in the transaction documents.

Receivable Eligibility: Each receivable is an eligible receivable as defined in the transaction documents.

No Adverse Selection of Accounts: No selection procedures believed by such seller to be adverse to the interests of certificateholders have been used in selecting accounts.

Accurate Description of Accounts: The transaction documents contain an accurate and complete listing of all accounts and the information contained therein, with respect to the identity of such accounts and receivables, is true and correct in all material respects as of the cutoff date.


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Appendix E1: U.S. FFELP Student Loan ABS (For-Profit) Representations and Warranties Federal Family Education Loan Program (FFELP) student loan ABS transactions issued by for-profit entities typically include reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Reps and warranties that relate to the asset pool typically included in FFELP ABS transactions issued by for profit entities address the following attributes:

Loan Validity: Each loan is has been duly executed and delivered, is a legal, valid, and binding obligation of the respective borrower, is enforceable in accordance with its terms and no offsets, defenses or counterclaims have been asserted.

Depositor as sole owner: The depositor is the sole owner and holder of each student loan and has full right and authority to sell and assign the student loan free clear of all liens, pledges or encumbrances.

Loan Legality: Each loan has been duly made and complies with applicable federal and state laws, including the Higher Education Act of 1965, and is either insured or guaranteed.

Due Diligence and Disclosure: Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the student loans.


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Appendix E2: U.S. FFELP Student Loan ABS (Municipal/Nonprofit) Representations and Warranties FFELP student loan ABS transactions issued by municipal or nonprofit entities typically include the reps and warranties relating to the security interest and enforcement mechanisms described in this report.

Reps and warranties that relate to the security interest that are not described in this report but may be included in the transaction are as follows:

Student loans as “accounts”: The Higher Education Act constitutes student loans as “accounts” under the applicable UCC for the purpose of perfecting the security interest.

Reps and warranties that relate to the asset pool typically included in FFELP ABS transactions issued by municipal or nonprofit entities address the following attributes:

Valid and Binding Obligation: Each loan is in full force and effect in accordance with its terms and is the legal, valid and binding obligation of the borrower subject to no defenses (except defenses of infancy).

Loan eligibility: Each loan financed constitutes an eligible loan.

Free and clear of liens: Each loan is free and clear of all liens and other encumbrances, and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened.

Transfer Not Subject to Bulk Transfer Act: Each grant of loans by the issuer pursuant to the trust indenture is not subject to the Bulk Transfer Act or any similar statutory provisions in effect in any applicable jurisdiction.

No Transfer Taxes Due: Each grant of loans by the issuer pursuant to the trust indenture is not subject to and will not result in any tax, fee or governmental charge payment by the issuer or the seller, if applicable to any federal, state or local government.

Origination of Loans: To the extent the issuer originated a loan, the issuer has complied with all material applicable federal, state and local laws, regulations and restrictions imposed by FFELP in connection with the origination thereof.

Student Loan Guarantee: Each student loan is guaranteed or insured.


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Appendix F: U.S. Private Student Loan ABS Representations and Warranties Private student loan ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Reps and warranties that relate to the asset pool typically included in private student loan ABS transactions address the following attributes:

True and Correct Information: The information provided about the loans is true and correct as of the cutoff date.


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Appendix G: U.S. Retail Auto Loan ABS Representations and Warranties U.S. retail auto loan ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in U.S. retail auto loan ABS, such as “Consents and Approvals,” “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”

However, additional reps and warranties that relate to the security interest that are not described in this report but may be included in the transaction are as follows:

Valid Sale and Binding Obligation: The transaction documents constitute a valid sale, transfer and assignment of receivables, in each case, enforceable against creditors of and purchasers from the seller; and the transaction documents shall constituted a legal, valid and binding obligation of the seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Reps and warranties that relate to the asset pool typically included in U.S. retail auto loan ABS transactions address the following attributes:

Perfected Security Interest in Financed Vehicle: Each receivable is secured by a security interest in the related financed vehicle, in favor of the sponsor as secured party, which was validly created and is a perfected, first priority security interest, or the sponsor has commenced procedures that will result in the perfection of a first perfected security interest in the related financed vehicle, and said security interest is assignable by the sponsor to the depositor.

Origination of Receivable: Each receivable was (a) originated in the U.S. by a dealer for the retail sale of a financed vehicle in the ordinary course of the dealer’s business and the receivable has been fully executed by the parties thereto; (b) each receivable was purchased by the sponsor from a dealer and was validly assigned by the dealer to the sponsor; and (c) each receivable was underwritten pursuant to the credit and collection policy.

Simple Interest: Each receivable provides for equal monthly payments in U.S. dollars that fully amortize the amount financed by its stated maturity and yield interest at an annual percentage rate.

Prepayment: Each receivable allows for prepayment and partial prepayments without penalty and requires that the principal balance be paid in full to prepay the contract in full.

No Government Obligors: No receivable is the obligation of the U.S. or any state or political subdivision of the U.S. or any state or local government.

Insurance: Each receivable requires the obligor to obtain physical damage insurance covering the financed vehicle.

Valid Assignment: No receivable has been originated in, or is subject to the laws of any jurisdiction under which the sale of such receivable would be unlawful, void, or voidable; the terms of the receivable do not limit the right of the owner of such receivable to sell such receivable; the sponsor has not entered into any agreement with any person that prohibits, restricts, or conditions the sale of and receivable by the Sponsor.


Structured FinanceCompliance with Law: Each receivable complied in all material respects at the time it was originated and as of the closing date will comply in all material respects with all requirements of federal, state, and local laws.

Binding Obligations: Each receivable is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the financed vehicle and represents the legal, valid, and binding payment obligation of the obligor, enforceable in all material respects by the holder of the receivable, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors’ rights by general equitable principals and consumer protection laws.

Servicing: As of the cutoff date, each receivable has been serviced in compliance with all material requirements of federal, state, and local laws, and in compliance with the credit and collection policy.

No Bankruptcy: As of the cutoff date, the sponsor has not received actual notice that the obligor of any receivable is a debtor in a bankruptcy proceeding.

Receivables in Force: No receivable has been satisfied, subordinated, or rescinded, nor has any financed vehicle been released from the lien granted by the related receivable in whole or in part.

No Material Amendments or Modifications: No material provision of a receivable has been affirmatively amended, except amendments and modifications that are contained in the receivables files. No receivable has been amended or rewritten to extend the due date for any payment other than in connection with a change of the monthly due date in accordance with the credit and collection policy.

No Defenses: To the sponsor’s knowledge, no right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any receivable.

No Payment Default: Except for payments that are not more than a specified number of days delinquent as of the cutoff date, no payment defaults exist.

Maturity of Receivable: Each receivable has an original maturity of not greater than a specified number of months; provided that the first month of the receivable may consist of up to a specified number of days as a result of the monthly due date selected by the obligor in accordance with the credit and collection policy.

Scheduled Payments: Each receivable has a first scheduled due date not later than a specified number of days after the cutoff date.

Schedule of Receivables: The information in the Schedule of Receivables is true and correct in all material respects as of the cutoff date.

No Adverse Selection: No selection procedures believed to be adverse to the noteholders have been utilized in selecting the receivables from other receivable of the sponsor that meet the criteria specified in the transaction documents.

Other Data: The numerical data relating to the characteristics of the receivables contained in the Offering Documents are true and correct in all material respects.


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Appendix H: U.S. Retail Auto Lease ABS Representations and Warranties U.S. retail auto lease ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

All of the reps and warranties relating to the security interest listed in this report are included in retail auto lease ABS.

Reps and warranties that relate to the asset pool typically included in U.S. retail auto lease ABS transactions address the following attributes:

Vehicle Condition: The related vehicle is new/used/certified pre-owned as detailed in transaction documents.

Lease Amortization: The lease contract provides for level payments which fully amortize the adjusted capitalized cost of the lease at the related lease rate to the related contract residual value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the early termination cost.

Origination Date: The lease contract was originated on or after a specified date.

Maturity Date: The lease contract has a maturity date on or after a specified payment date and no later than a specified subsequent payment date.

Delinquency: The lease contract was not more than a specified number of days past due as of the cutoff date.

Origination: The lease contract was originated by the originator in the U.S. for a lessee with a U.S. address in the ordinary course of the originator’s business and in compliance with the originator’s customary credit policies and practices. Denomination: The lease contract is a U.S. dollar-denominated obligation.

Lease Term: The lease contract provides for constant monthly payments to be made by the lessee over the lease term.

Compliance with Laws: The lease contract was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity, and applicable disclosure laws.

Lease Enforceability: The lease contract is a legal, valid and binding payment obligation of the lessee, enforceable against the lessee in accordance with its terms, as amended; has not been satisfied, subordinated, rescinded, cancelled or terminated; no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing; and no written default notice has been transmitted to the servicer.

Insurance: The lease contract requires the lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related vehicle as required under the lease.

Satisfaction of Obligations: The related dealer, originator, and vehicle trust have each satisfied all of the obligations required to be fulfilled on its part with respect to the lease contract.

Lessee Domicile: The related lessee has a billing address in a trust state.

Lessee Affiliation: The lessee is not the originator, the depositor, or any of their respective affiliates.


Structured FinanceTitle Registration: The related certificate of title is registered in the name of the vehicle trust or the vehicle trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority).

Lease Type and Length: The lease contract is a closed-end lease that requires all monthly payments to be made within a specified number of months of the date of origination of such lease.

Assignment: The lease contract is fully assignable and does not require the consent of the lessee as a condition to any transfer, sale, or assignment of the rights of the originator.

Modification: The lease contract has not been deferred or otherwise modified except in accordance with the originator’s normal credit and collection policies and practices.

No Bankruptcy: To the knowledge of the servicer, the related lessee is not currently the subject of a bankruptcy proceeding.


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Appendix I: U.S. Equipment Loan and Lease ABS Representations and Warranties U.S. equipment loan and lease ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Reps and warranties that relate to the asset pool typically included in U.S. equipment loan and lease ABS transactions address the following attributes:

Origination of Receivables: Each receivable was originated in the U.S., Puerto Rico, the Virgin Islands, or the British Virgin Islands; has a mailing address in the U.S.; and receivables owing from state, local, or municipal entities do not account for more than a specified percentage of the initial pool balance. The contract must be U.S. dollar denominated.

Delinquency: No receivable is more than a specified number of days past due and total delinquent receivables may not exceed a specified percentage of the initial pool balance as of the initial cutoff date.

No Chargeoffs: None of the receivables have been charged off. Chargeoffs are in compliance with credit and collection policy.

Defaults: No defaulted receivables as defined in the credit and collection policies.

Repossessions: No repossessions.

Equipment Type: Secured by receivables detailed in the eligibility criteria.

Compliance with Law: All requirements of federal, state, and local laws, and regulations thereunder, including without limitation, usury laws, if any, in respect of the contracts have been compiled with, and the contracts complied at the time they were originated or made and as of the closing date or related cutoff date will comply with all legal requirements of the jurisdiction in which they were originated.

Enforceability: The contract is valid and enforceable, except the enforcement may be limited by insolvency, bankruptcy, moratorium, reorganization, or other similar laws affecting enforceability of creditor’s rights and the availability of equitable remedies, and the contract contains a clause that has the effect of unconditionally obligating the obligor to make periodic contract payments to the assignee of the contract, notwithstanding any rights the obligor may have against the assignor and is in full force and effect and has not been satisfied, subordinated or rescinded as of the cutoff date, provided however, any contract with an governmental authority maybe subject to non-appropriation risk and, in the event a contract with respect to a document recourse transaction is deemed unenforceable, the payment obligations will be an obligation of the vendor or third party, rather than an obligation of the obligor.

Obligation: All payments payable under the contract are absolute, unconditional obligations of the obligor, the contract does not provide for any offset for any reason, and each contract provides for acceleration of the scheduled payments upon default by the obligor.

No Proceedings: No proceedings or investigations are pending or, to the best of the originator’s knowledge after due inquiry, have been threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality asserting the invalidity of any contract seeking to prevent payment and performance of any contract or seeking any determination or ruling that might adversely and materially affect the validity or enforceability of any contract.


Structured FinanceTrue Sale: The receivable was either originated by, or purchased in a true sale transaction by, the originator in the ordinary course of its business in accordance with its customary underwriting practices and credit policies.

Materiality: The originator has duly fulfilled all material obligations on its part to be fulfilled under, or in connection with, each receivable and has done nothing to materially impair the rights of the issuer, the indenture trustee or the noteholders in such contract, the equipment, the scheduled payments or any income or proceeds with respect thereto.

Receivable Eligibility: Each receivable is an eligible receivable (as defined under the terms of the transaction documents) as of the closing date.

Interest Rate: The receivable has specified interest rate as detailed in the transaction documents.

Maturity Date: The scheduled maturity of the receivable does not exceed that which was specified in the transaction documents.

True Information: The information with respect to the contract and the equipment, where the contract relates to equipment being currently acquired, is true and correct in all material respects.

Payment Type: Each receivable/contract provides for a specific payment type as detailed in the transaction documents.

Origination and Collection Practices: The origination and collection practices used by the originator with respect to each contract have been in all respects legal and customary in the equipment financing and servicing business and complies in all material respects to the originator’s customary underwriting practice and credit policies.

No Amendment or Waiver: No provision of a receivable has been waived, altered, or waived in any respect, except pursuant to a document, instrument, or writing included in the receivables file.

No Defenses: No right to recession, setoff, counterclaim, or defense has been asserted or threatened or exists with respect to any receivable.

One Original: There is only one original executed copy of each receivable.


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Appendix J: U.S. Dealer Floorplan ABS Representations and Warranties U.S. dealer floorplan ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in U.S. dealer floorplan ABS, such as “Composition of Underlying Assets,” “Financing Statements,” “Executed Copies Delivered,” “Custodian Acknowledgement” and “Marks and Notations.”

Additional reps and warranties that relate to the security interest that are not described in this report but may be included in the transaction are as follows:

Valid Sale: The transaction documents constitute a valid sale, transfer and assignment of all right, title, and interest in the receivables in connection with the accounts, related security, and the proceeds thereof.

Reps and warranties that relate to the asset pool typically included in U.S. dealer floorplan ABS transactions address the following attributes:

Account Eligibility: Each account is an eligible account (as defined under the terms of the transaction documents) as of the related cutoff date.

Receivable Eligibility: Each receivable is an eligible receivable (as defined under the terms of the transaction documents) as of the closing date.

Account Schedule: The account schedule is an accurate and complete listing in all material respects of all the accounts and the information contained therein with respect to the identity of such account and the principal receivables arising in connection therewith is true and correct in all material respects as of the cutoff date.


Structured Finance

Appendix K: U.S. Utility Tariff ABS Representations and Warranties U.S. utility tariff ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report. However, some of the reps and warranties relating to the security interest listed in this report are included in U.S. utility tariff ABS, such as “Composition of Underlying Assets,” “Security Interest,” “Consents and Approvals,” “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”

Additional reps and warranties that relate to the security interest that are not described in this report but may be included in the transaction are as follows:

Property Right: Upon the effectiveness of the financing order, the issuance advice letter, and the tariff with respect to the transferred recovery property and the transfer of such recovery property to the issuer: the recovery property constitutes a present property right vested in the issuer; the recovery property includes the right, title, and interest of the seller in the financing order (except the seller’s right to seek to recover certain remaining upfront financing costs) and the utility tariff charges, the right to impose, bill, collect, and obtain periodic adjustments (with respect to adjustments, in the manner and with the effect provided in the servicing agreement) of the utility tariff charges, and the rates and other charges authorized by the financing order and all revenues, claims, payments, money or proceeds of or arising from the utility tariff charges; the owner of the recovery property is legally entitled to bill utility tariff charges and collect payments in respect of the utility tariff charges in the aggregate sufficient to pay the interest on and principal of the related utility tariff bonds in accordance with the indenture, to pay the fees and expenses of servicing the utility tariff bonds, to replenish the capital sub account to the required capital level until the utility tariff bonds are paid in full or until the last date permitted for the collection of payments in respect of the utility tariff charges under the financing order, whichever is earlier.

Reps and warranties that relate to the asset pool typically included in U.S. utility tariff ABS transactions address the following attributes:

Legality: Under the laws of the relevant state and the laws of the U.S. in effect on the closing date: (i) the financing order pursuant to which the rights and interest of the seller have been created has become final and non-appealable and is in full force and effect and is irrevocable by its terms; (ii) the utility tariff bonds are entitled to the protection provided by the laws authorizing their issuance and the financing order, and the issuance advice letter is not revocable by the relevant state commission or authority governing the utility; (iii) the utility tariff is in full force and effect and is not subject to modification by the relevant state commission or authority governing the utility except for true-up adjustments made in accordance with the laws authorizing the issuance of the utility tariff bonds; (iv) the process by which the financing order was approved and the financing order, issuance advice letter and tariff comply with all applicable laws, regulations and the constitution of the state; (v) the issuance advice letter and the tariff have been filed in accordance with the financing order and an officer of the seller has provided the certification to the relevant state commission or authority governing the utility as required by the issuance advice letter.

Constitutionality: The state could not constitutionally repeal or amend the laws authorizing the issuance of the utility tariff bonds or take any other action contravening the state pledge and creating an impairment, unless such impairment clearly is a reasonable and necessary exercise of the state’s sovereign powers based upon reasonable conditions and of a character reasonable and appropriate to the emergency or other significant and legitimate public purpose justifying such action. Under the takings clauses of the state’s constitution or the U.S.


Structured FinanceConstitution, the state would be required to pay just compensation to bondholders, if the state’s legislature repealed or amended the laws authorizing the issuance of the utility tariff bonds or took any other action contravening the state pledge, if a court determines doing so constituted a permanent appropriation of a substantial property interest of the bondholders of the recovery property and deprived the bondholders of their reasonable expectations arising from their investments in the utility tariff bonds.

Valid Contract: Under the laws of the state, the pledge of the state governing authority or commission: (i) creates a binding contractual obligation of the state for the purposes of the contract clauses of the constitution of the relevant state and the U.S. Constitution; and (ii) provides a basis upon which the bondholders could challenge successfully any action of the state governing authority or commission of a legislative character, including the rescission or amendment of the financing order, that such court determines violates the pledge of the state governing authority or commission in a manner that substantially reduces, limits or impairs the value of the recovery property or the utility tariff charges, prior to the time that the utility tariff bonds are paid in full and discharged, unless there is a judicial finding that the state governing authority or commission’s action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious, or an abuse of authority.

Assumptions: Based on information available to the seller on the closing date, the assumptions used in calculating the tariff charges as of the closing date are reasonable and are made in good faith; however, notwithstanding the foregoing, the seller makes no representation or warranty, express or implied, that amounts actually collected arising from those tariff charges will in fact be sufficient to meet the payment obligations on the related tariff bonds or that the assumptions used in calculating such tariff charges will in fact be realized.

Composition: Upon the effectiveness of the financing order, the rights and interests of the seller under the financing order (except the seller’s right to seek to recover certain remaining costs of issuance in the course of its ordinary base rate filings), including the right to impose, collect and receive the tariff charges established in the financing order, became recovery property.


Structured Finance

Appendix L: U.S. Aircraft Operating Lease ABS Representations and Warranties U.S. aircraft operating lease ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Reps and warranties that relate to the asset pool typically included in U.S. aircraft operating lease ABS transactions address the following attributes:

Due Authorization: All authorizations, consents, registrations, and notifications required in connection with the execution of the transfer or sale agreements are or will be in place by the date of the delivery of the aircraft.

No Lessee Default: Except if and as advised by the seller, no material default has occurred and is continuing under the lease as of the closing date.

Beneficial Ownership: The seller has beneficial ownership of each aircraft free of liens other than certain permitted liens.

No Damage: The aircraft has not been involved in any incident on or before the closing date, which has caused damage in excess of an amount disclosed or which would materially affect the residual value of the aircraft.

Due Execution of the Lease: the due execution of such lease by the lessee and the validity of the lessee’s obligations under the lease, due authorization of the lease and procurement of relevant licenses and permits, due incorporation or formation and good standing of lessee, and the lease constitutes a legal, valid and binding obligation, enforceable against lessee.

No Claims: Unless otherwise disclosed to the trust, there are no outstanding claims against the seller asserted by the lessee.


Structured Finance

Appendix M: U.S. Timeshare Loan ABS Representations and Warranties U.S. timeshare loan ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Reps and warranties that relate to the asset pool typically included in U.S. timeshare loan ABS transactions address the following attributes:

No Defaults: As of the cutoff date each loan is not a defaulted loan as defined in the transaction documentation and no event has occurred which, with the taking of any action or the expiration of any grace or cure period or both, would cause such loan to be a defaulted loan. No transaction party has waived any such default, breach, violation or event permitting acceleration with respect to such loan.

Loan Eligibility: Each of the pledged loans is an eligible loan as defined under the terms of the transaction documents.


Structured Finance

Appendix N: Global Asset-Backed Commercial Paper Representations and Warranties Offering Documents for asset-backed commercial paper (ABCP) programs typically do not include RW&Es that are available to investors and that relate to the asset-pool underlying the ABCP. Therefore, Fitch credit reports for ABCP offerings will not typically include descriptions of RW&Es.


Structured Finance

Appendix O: U.S. Collateralized Loan Obligations Representations and Warranties Offering Documents for collateralized loan obligations (CLOs) typically do not include RW&Es that are available to investors and that relate to the asset pool underlying the CLO. Therefore, Fitch credit reports for CLO offerings will not typically include descriptions of RW&Es.


Structured Finance

Appendix P1: U.K. RMBS Representations and Warranties U.K. RMBS transactions typically include the reps and warranties relating to the enforcement mechanisms as described in this report.

Reps and warranties relating to the asset pool typically included in U.K. RMBS transactions address the following attributes:

Accuracy of Mortgage Loan Information: The particulars of each mortgage loan are complete, true and accurate in all respects.

Origination and Currency Denomination: Each loan originated by the Seller and originated and denominated in Pounds Sterling.

Property Location: All Mortgaged properties are located in England, Wales, Scotland, or Northern Ireland.

Standard Mortgage Documentation: All mortgage loans have been made on the terms of the standard mortgage documentation which has not varied in any respect (subject to exceptions on a case by case basis).

Perfection of Title: All steps necessary to perfect the seller’s title to each mortgage loan were taken at the appropriate time or are in the process of being taken.

Property Deeds and Loan Files: All Property Deeds and Loan files are held by (or to the order of) the Seller, subject to any completion of any registration or recording pending at the Land Registry.

Property Valuation: A valuation was conducted prior to the granting of the mortgage that would be acceptable to a Prudent lender.

Proper Accounts and Books of the Seller: The Seller keeps full and proper accounts, books, and records, showing all material transactions relating to the loan and that they are up to date and in possession of the Seller.

No Circumstance That Will Adversely Affect Properties in Possession: No act or circumstance has occurred which will adversely affect the Properties in Possession Policy/Block Policy or entitle the insurers to refuse payment or reduce the amount payable.

Setoff: No lien or setoff or counterclaim has been created or arisen which would reduce the amount payable under the mortgage loan between the Seller and Borrower.

Lending Criteria: Prior to any Further Advances, the Lending criteria of the Seller and all preconditions were satisfied subject to exceptions on a case by case basis.

Mortgage Loan Legal and Binding: Current Balance constitutes a valid debt due to the Seller and constitutes a legal, valid, binding obligation (except where enforceability may be limited by consumer law).


Structured Finance

Appendix P2: Irish RMBS Representations and Warranties Irish RMBS transactions typically include the reps and warranties relating to the enforcement mechanisms as described in this report.

Reps and warranties relating to the asset pool typically included in Irish RMBS transactions address the following attributes:

Origination and Currency Denomination: All loans were originated by the originator and or the seller for its own account and were not purchased and are denominated in Euro.

Prior Liens: All mortgages are first ranking mortgages over the relevant property in Ireland. In case of further advances, either (i) each further advance is secured by a first ranking mortgage over the property or (ii) each further advance secured over the property will be senior to all loans except the loans made by the originator.

Second and Subsequent Liens: As at the Closing Date, no lien or right of set-off or counterclaim or other right of deduction has arisen between any Borrower and the Seller or any other party that would entitle such Borrower to reduce the amount of any payment otherwise due under the Mortgage Loan.

Accuracy of Mortgage Loan Information: The particulars of all loans are complete and accurate in all material aspects as at the date of agreement.

Mortgage Loan Legal and Binding: Each mortgage constitutes a legal, valid, and subsisting first legal mortgage or charge over the relevant property (subject to registration which may be pending at the Land Registry).

Title to the Loan and Mortgage: The originator has not received any notice or claim calling into question in any material way its title to any loan and its mortgage or the value of any security.

Property Deeds and Loan Files: All property deeds and loan files are held by or for the originator subject to completion of any registration or recording that may be pending at the land registry or the registry of deeds.

Lending Criteria: All loans were made under lending criteria applicable at the time of the loan. The lender, however, may have made exceptions generally made by a prudent mortgage lender.

Property Investigation: All properties were thoroughly investigated either by the lender or on behalf of the lender prior to advancing money to the borrower. The investigation was the same as the investigation carried out for all other loan advances by the lender. In the absence of any title insurance, a report was received by the lender, which upon investigation, did not reveal any reason to decline the loan.

Property Valuation: Prior to making the initial advance to the Borrower, the relevant property was valued by an independent qualified valuer approved by Permanent TSB.

Proper Accounts and Books of the Seller: The originator has procured that full and proper accounts, books, and records have been held showing clearly all material transactions, payments, receipts, and proceedings for all loans since their origination. These are either in possession of the originator or held to its order (subject to the provision of the deed of charge).

Block Buildings Policies: The block buildings policies cover all fire and commercial risks for an amount not less than the full reinstatement value of the properties. The block building policies are in effect currently and the originator has no knowledge of any circumstances that will give the insurer the right to terminate the policy.


Structured FinancePrior Mortgage Payments: All loans will have made at least a certain number of repayments at the date of issue.

Loan Maturity: No loan has a maturity date more than a certain number of years prior to the final maturity of the loans.

Type of Mortgages: At the Closing Date, the Mortgage Loans are endowment mortgage loans, pension mortgage loans, Variable Rate Mortgage Loans, Fixed Rate Mortgage Loans, Tracker Mortgage Loans, Interest Only Mortgage Loans or Repayment Mortgage Loans.


Structured Finance

Appendix P3: German True Sale RMBS Representations and Warranties German true sale RMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report. (Note: reps and warranties are different for synthetic transactions as the originator/seller is in a weaker position as opposed to true sale transactions.)

Not all of the reps and warranties relating to the security interest listed in this report are included in German RMBS transactions, such as “No Pledge,” “Financing Statements,” “Executed Copies Delivered,” and “Custodian Acknowledgment.”

Reps and warranties relating to the asset pool typically included in German true sale RMBS transactions address the following attributes:

Eligibility Criteria: The loan meets the eligibility criteria. (Note: in rare cases, eligibility criteria were explicitly stated under reps and warranties.) Eligibility criteria of particular relevance for Germany might be: • The loan is secured by one or more mortgages. • Mortgages are non-accessory mortgages (Grundschulden) in certified or noncertified form

(Brief- or Buchgrundschluden). • Mortgages constitute valid mortgage rights and have been entered into the appropriate

land register.

Refinancing Register: If applicable: the seller has established a Refinancing Register in which it will record the loan receivable as well as the related mortgage collateral.

There are different forms of mortgages. Accessory mortgages (Hypotheken) are not common. Collateral is reduced in line with the loan amount. Certified mortgages are rare but can easily be securitized. Noncertified non-accessory mortgages (Grundschulden) are standard and need either a costly re-registration of the mortgage for the benefit of the SPV or a refinancing register.


Structured Finance

Appendix P4: Dutch RMBS Representations and Warranties Dutch RMBS transactions typically include the reps and warranties relating to the enforcement mechanisms as described in this report.

Reps and warranties relating to the asset pool typically included in Dutch RMBS transactions address the following attributes:

Origination: Originated by the named originator.

Underwriting: Loans granted in accordance with originators prevailing underwriting criteria.

Regulatory Compliance: Loans offered in accordance with laws and legal requirements.

Compliance with Mortgage Code of Conduct: Loans granted in accordance with the mortgage code of conduct.

Usury Law: Compliance with Usury Law in relevant jurisdiction.

Property Location: Each Property is located in the Netherlands.

Currency Denomination: Each loan is denominated in Euro.

Valid, Legal, and Enforceable: Mortgage loan is valid, legal, and enforceable.

No Prior Liens: Each loan is secured by a first charge.

Valuation: Benefits from a valuation on the property that is no more than 12 months old.

Seller Appointed as Beneficiary: For insurance/savings/investment loans, the seller is appointed as the beneficiary.

For Insurance Loans: The loan and insurance policy not offered as one product. The borrowers are free to choose an insurance provider.

Investments Held in Bankruptcy Remote Vehicle: For investment loans, investments held in bankruptcy remote vehicle.

Nationale Hypotheek Garantie (NHG): If NHG, the guarantee was granted for full loan amount.

Compliance with NHG Terms and Conditions: All NHG terms and conditions were complied with at the time of underwriting.

NHG Claim: If NHG, originator is not aware of any reason why the claim should not be met.

Limitations/Third-Party Claims: No limitations and no third-party claims on assets.

No Default: The related Borrower is not in material breach, default or violation of any obligation under such Loan Agreement.

Building Insurance Policy: Property benefits for a building insurance policy.

Compliance with Eligibility Criteria: Receivables, assets, and borrowers meet the eligibility criteria.

Entire Loan: Each Mortgage Loan constitutes the entire loan granted to the relevant Borrower and not merely one or more loan parts.


Structured Finance

Appendix P5: Spanish RMBS Representations and Warranties Spanish RMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Reps and warranties relating to the asset pool typically included in Spanish RMBS transactions address the following attributes:

Compliance with Current Laws and Regulations: The mortgage loan certificates (mortgage participations and/or mortgage transfer certificates) will be issued in accordance with current laws and legal regulations.

Mortgage Loans Only Subject to This Issuance: The mortgage loans are not subject to any issue of mortgage bonds, mortgage shares, or mortgage transfer certificates other than this issue.

Duly Established and Registered: The real estate mortgages have been duly established and registered in the relevant Property Registers.

Loan Existence: Loans exist and are valid and enforceable in accordance with legislation.

Loans Clearly Identified: Loans are clearly identified.

Property Ownership: The mortgages have been established on properties the full and complete ownership of which is held by the respective mortgage obligor, and the seller is not aware of the existence of litigation regarding the ownership of those properties capable of impairing the mortgages.

No Setoff Right: The seller has no knowledge that any of the obligors on the mortgage loans has any credit against itself that entitle a right of setoff.

Preferred Right: Nobody has a preferred right over the fund in and to the mortgage loans.

Enforcement of the Mortgage Guarantee: The seller has no knowledge of the existence of any circumstance preventing enforcement of the mortgage guarantee.

No Litigation: To the best knowledge of the seller, there is no litigation whatsoever in relation to the Mortgage Loans that may detract from their validity or that may result in the application of Civil Code Article 1535, nor do any circumstances exist which may result in the purchase agreement of the home mortgaged as security for the Mortgage Loans being ineffective.

Term to Maturity and Interest Rate: The mortgage participations and/or mortgage transfer certificates are issued with the same term to maturity and interest rate as the underlying mortgage loans.

Accuracy of Information: The mortgage loan information contained in the Offering Circular is accurate, complete, and not misleading.

Fully Disbursed: The principal of the loans have been fully disbursed.

Currency Denomination: Loans are denominated and payable exclusively in euros.

Direct Debit Repayment: The mortgage loan payment obligations are satisfied by directly debiting a bank account.

Underwriting: Loans have been granted in accordance with market criteria and credit granting policy of the entity.

Maturity: The maximum term of the loans do not exceed the maturity of the bond issued.


Structured FinanceProperty Valuation: The mortgaged properties have been appraised by entities duly authorized for that purpose, the appraisers are duly registered in the corresponding Official Register of the Bank of Spain.

Viviendas de Protección Official (VPO) Properties: For VPO properties, the appraisal value considered for calculation purposes is the maximum legal value.

Loans Administered According to Customary Procedures: All loans have been and will be administered by the seller according to the customary procedures it has established.

No Notice of Full Repayment: The seller has received no notice of full repayment of the mortgage loans.

Individuals: Obligors are all individuals.


Structured Finance

Appendix P6: Italian RMBS Representations and Warranties Italian RMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Italian RMBS transactions, such as “Security Interest,” “Compositions of Underlying Assets,” “Marks and Notations,” and “Custodian Acknowledgement.”

Reps and warranties relating to the asset pool typically included in Italian RMBS transactions address the following attributes:

Origination: Each Mortgage loans has been originated by the Originator under its credit and underwriting policies.

Powers and Authorizations: Each party to a mortgage loan has full power and authority to enter into and execute the relevant agreement, documents, and deeds.

Form: Each mortgage loan and each mortgage (ipoteca) has been executed by way of a public deed (atto pubblico) or private act (scrittura privata autenticata).

Legality, Validity, and Enforceability: Each mortgage loan, mortgage (ipoteca) and related security, and agreement is legal, valid, enforceable, and binding and governed by Italian law.

Compliance with Laws: Each mortgage loan and mortgage (ipoteca) comply with the laws, rules and regulations in force in the Republic of Italy, including those relating to consumer credit protection, credito fondiario and/or ipotecario, usury, personal data protection, and disclosure.

Debtor’s Rights: No obligor is entitled to exercise any right of termination (except in case of prepayment), rescission, setoff (save from the general law provisions), or counterclaim against the originator.

Compliance with Originator’s Form: Each mortgage loan was entered into substantially in the form of originator’s standard form agreement.

Fully Advance and Currency: Each mortgage loan exists and is denominated in euros, has been fully advanced, and there are no residual disbursement obligations for the lender or its successors.

Free of Disputes: No mortgage loan was subject to disputes or complaints by any party.

Assignment: No mortgage loan includes provisions that restrict its transfer, assignment, and alienation.

Fraud: Each mortgage loan, mortgage (ipoteca) and related security, and agreement was entered and executed without fraud.

Cancellation/Restrictions: No right of cancellation, release (restrizione), or reduction of the mortgage (ipoteca) unless in compliance with Italian law.

Taxes Paid: All taxes due with respect to the mortgage loan and mortgage (ipoteca) have been paid.

Valuation: Each mortgage has been granted on the basis of a conservative appraisal of the secured property.

Compliance with Eligibility Criteria: Receivables, assets, and borrowers meet the eligibility criteria.


Structured FinanceMortgage Validity and Enforceability: Each mortgage (ipoteca) is valid and enforceable, has been registered, and met all requirements with no defects under the Italian law.

Hardening Period Expired: The hardening period (periodo di consolidamento) applicable to each mortgage has expired and the relevant security is not capable to be challenged and/or clawed back.

Existing Mortgage: Each mortgage (ipoteca) exists and the relevant security has not been cancelled, released, reduced, or waived by the originator.

Residential Property: All properties are residential.

Property Location: Each real estate asset is located in Italy.

Property is Fully Built: Each real estate asset has been completed.

No Third-Party Claims: There are no prejudicial registrations, annotations, or third-party claims on to the real estate asset affecting the mortgage enforceability and/ or ranking.

No Pending Judicial Proceeding: No pending judicial proceeding on real estate asset.

Building Insurance: Each real estate asset has been insured against fires and explosions, insurance premiums paid, and benefits transferred to the issuer.

Compliance with Relevant Laws and Regulations: Each real estate asset complies with the relevant laws, rules, and regulations in force in the Republic of Italy, including those relating to health and environmental security and destination of use as building intended for residential use.


Structured Finance

Appendix P7: French RMBS Representations and Warranties French RMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in French RMBS transactions, such as “security interest,” “financial statements,” “executed copies delivered,” “custodian acknowledgement,” and “marks and notations.”

Part of the following reps and warranties that relate to a security interest granted to any depositor or trustee by the issuer are also not included such as “Title and Ownership” and “No Pledge.” Under typical French transaction using a Fonds Commun de Titrisation, (FCT), no security interest is granted; an FCT is not subject to bankruptcy laws.

Reps and warranties relating to the asset pool typically included in French RMBS transactions address the following attributes:

Underwriting: The loan was originated in accordance with the originators normal origination and underwriting practices.

Regulatory Compliance: Regulatory and legal compliance with all applicable laws of French jurisdiction.

Borrowers Residence: The loans are originated to borrowers resident in France.

Property Location: The property is located in France.

Valid, Legal, and Binding: Mortgage loan is valid, legal and binding.

No Disputes, Counterclaims, and Setoff Rights: No valid payment exception can be opposed by the borrower for the payment of the amounts relating to any receivables.

Litigation: None of the loans are doubtful loans (douteux), subject to litigation (litigieux), or frozen (immobilisés).

Overindebtedness: The borrower is not subject to an overindebtedness proceeding according to Titre III of the Livre III of the Code de la Consommation or to any review by a jurisdiction pursuant to Article 1244-1 of the French civil court.

Security: The mortgage receivable benefits either from a first ranking security (or lower ranking security) or benefit from a caution granted by an insurance company or a financial institution.

Compliance with Eligibility Criteria (If Applicable): The loans and receivables meet the eligibility criteria on the cut of dates and the replenishment conditions.


Structured Finance

Appendix P8: Belgium RMBS Representations and Warranties Belgium RMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Belgium RMBS transactions, such as “Financial Statements,” “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations,” and part of the “Pledge.”

Reps and warranties relating to the asset pool typically included in Belgium RMBS transactions address the following attributes:

Loan Purpose: The mortgage loans are granted with respect to real estate and have been granted with a purpose to purchase, construct, or renovate such real estate or to refinance an existing mortgage loan.

Regulatory Compliance: Regulatory and legal compliance with all applicable laws of Belgian jurisdiction.

Mortgage Credit Act: Each mortgage loan is subject to the Mortgage Credit Act.

Borrowers Residence: The loans are originated to borrowers resident in Belgium.

Underwriting and Standard Mortgage Documentation: The loan was originated in accordance with the originator credit policies and subject to the general terms and conditions and materially in the forms of standard loan documentation.

Valid, Binding, and Enforceable Obligations: Mortgage receivable and loan security are valid, legally binding and enforceable obligations of the borrower.

Security: The mortgage receivable benefits either from a first ranking mortgage (or lower ranking mortgage) and/or benefits from a mandate to create mortgages over the mortgaged assets.

Litigation, Incapacity, Insolvency: No litigation, incapacity, insolvency notice relating either to the seller’s title to any mortgage loan or related security nor to any borrower.

Performing Loan: No event has occurred to accelerate the repayment of the mortgage loan. repayment.


Structured Finance

Appendix P9: Portuguese RMBS Representations and Warranties Portuguese RMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Portuguese RMBS transactions, such as “Composition of the Underlying Assets,” ”Financing Statements,” “Executed Copies Delivered,” Custodian Acknowledgement,” “Marks and Notations,” “Executed Copies Delivered,” and “Custodian Acknowledgement.”

Reps and warranties relating to the asset pool typically included in Portuguese RMBS transactions address the following attributes:

Mortgage Asset Portfolio: The details of the mortgage portfolio provided are true and accurate.

Legal, Valid, and Binding Obligations: Each mortgage asset constitutes a legal, valid, and binding obligation of the borrower.

Security for All Amounts: Each mortgage secures, to the extent permitted by law, the repayment of the principal component of the Mortgage Loan, up to three years of interest and all registered credit accessories, in priority to any other charges affecting or registered against the relevant Property.

First Ranking Security: Each mortgage constitutes a first ranking voluntary mortgage over the relevant property with the exception of the mortgage loans secured by a first priority mortgage, a second mortgage, and/or a third mortgage over the same property.

Property Location: Each relevant property is situated in Portugal.

Currency Denomination: All payments under each mortgage receivable are denominated in euros.

Principal Outstanding Balance: The aggregate principal outstanding amount of the mortgage asset at the closing date is the amount specified.

Compliance with Lending Criteria: The property, mortgage loan, and underlying borrowers satisfied the lending criteria of the originator.

Entry into Mortgage Asset Agreement: Each Mortgage Asset Agreement was entered into by the seller, on its own account.

Seller’s Title to Assigned Rights: The seller is the sole owner, entitled to the assigned rights.

Perfection of Title: All steps necessary to perfect the seller’s title to the mortgage loans were duly taken.

Good Title: Title in respect of each property is registered at a Portuguese real estate registry office.

No Sale of Assigned Rights: The seller has not assigned, transferred, or sold (and so on) the benefit, or right, title, and interest to any of the assigned rights.

Due Investigation: Originator has carried out or instructed to carry out in relation to the relevant property all investigations, searches, and other actions that would have been undertaken by a prudent mortgage lender.

Independent Valuation: The property was valued by an independent valuer prior to granting the mortgage loan.


Structured FinanceVerification of Borrower Identity: Borrower’s identity was, prior to entering into the relevant Mortgage Asset Agreement, verified by the Originator or the Notary Public.

Interest on Mortgage Loans: Interest on each Mortgage Loan is charged in accordance with the provisions of the relevant Mortgage Loan Agreement.

First Payment Received: The first full monthly payment due in respect of each Mortgage Loan has been paid by the relevant Borrower.

Insurance of Property: The property is covered by an insurance policy covering fire or against fire and other risks of damage to property (Seguro Multiriscos Habitacao) for an amount not less than the full reinstatement value of the property.

Mortgage Loans Duly Authorized: Granting of a mortgage loan was sanctioned by an appropriately authorized officer of the seller.

Effects of Mortgage Sale Agreement: The assignment of the assigned rights on the closing date will be effective to transfer full and unencumbered title to the assigned rights to the purchaser.

All Receivables Sold: All of the receivables in the portfolio on or after the closing date are subject to the sale.

No Breach by Seller: The seller has performed all its obligations that have fallen due under or in connection with the mortgage asset agreements and no borrower has commenced any legal action that has not been resolved against the seller.

Consents to Transfer: All approvals and consents to permit the assignment of the mortgage assets have been obtained.

No Claims by Borrower: No borrower has asserted or circumstances exist at closing date, as a result of which the borrower is entitled to assert any lien, counterclaim, right of rescission, setoff subordination, compensation, or any defense to payment of any amount due or performance of any other obligation under the mortgage asset agreement.

Property Deeds: Certified copies of all property deeds and mortgage asset records are held by the seller.

Mortgage Asset Records: Originator is in possession of all the mortgage asset records relating to the assigned rights.

Direct Debit: At origination direct debit instructions in favor of the seller were completed.

No Litigation: No proceedings have been taken by the seller against any borrower.

No Material Breach: No borrower is or has, since the date of the relevant Mortgage Asset Agreement, been in material breach, default, or violation of any obligation under such mortgage asset agreement.

No Termination: No Mortgage Asset has been terminated, repudiated, or rescinded by the originator.

No Mortgage Void or Voidable: No mortgage is void or voidable.

Seller’s Representations: No representation or warranty was made to the borrower that is materially inconsistent with the terms of the mortgage asset agreement.

Data Protection: The seller has complied with all applicable provisions relating to the transmission and treatment of personal data of the mortgages.


Structured FinanceCompliance with Consumer Protection Laws: In the origination, disbursement, and collection of the mortgage loans, the originator has complied with all relevant applicable laws.


Structured Finance

Appendix Q: EMEA CMBS Representations and Warranties EMEA CMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

With reference to the enforcement mechanisms for breaches of reps and warranties described in this report, Fitch expects that the loan repurchase formula (used when a breach is remedied) will include any corresponding swap value. If this was not the case, the issuer would suffer a loss unless the derivative was in the money for the issuer at the time of repurchase.

Typically, in EMEA CMBS transactions the borrowers and originators both make reps and warranties, the former to the originator, and the latter to the issuer. However, in agency deals (where a loan is advanced by the issuer to the borrower without intermediation by a bank), the borrower’s reps and warranties are all that the issuer can rely on, therefore Fitch will pay particular attention to the legal due diligence/portfolio audit performed by the transaction parties to mitigate the risk of misrepresentations by the borrower (usually an unrated company). In either case, Fitch looks out for reps and warranties the strength of which may be reduced on account of being qualified by any matter (e.g. laws).

Reps and warranties relating to the asset pool typically included in EMEA CMBS transactions address the following attributes:

Loan Repayment: The loans carry a right to repayment of principal in an amount not less than the initial purchase prices paid or deemed paid for the loans by the issuers based on its principal amount outstanding on the closing date.

Interest Rates: Interest is charged on the loans at such a rate as may be determined in accordance with the provisions of the loan agreements.

No Setoff: The borrowers are not entitled to exercise any right of setoff against the originators under the loans in respect of any amount that is payable under the loans.

No Further Advances: The loans contain no obligation to make any further advances that remain to be performed by the originators on the closing date.

Jurisdiction: The properties are situated in the respective jurisdiction(s).

Property Validity: The properties constitute investment property let or intended to be let for predominantly commercial use.

Title to Properties: In relation to the properties, the borrowers or property owners had, as of the date upon which the relevant advances were made for the acquisitions, a good and marketable title to the properties.

Freehold/ Leasehold: The properties are either freehold interest or leasehold interest with title absolute or good leasehold title.

Lease Validity: In relation to the properties, the relevant obligor’s title to which is leasehold, the terms of the relevant leases are such that a prudent lender of money secured on commercial property would regard them as suitable for the purposes of forming part of the security for a loan.

Headlease: In relation to the properties, the relevant obligor’s title to which is leasehold: (i) any requisite consent of the landlord under any headlease and, within a reasonable time, any required notice to the landlord of the creation of the relevant related security has been obtained and placed with the title deeds; (ii) no headlease contains any provision whereby it may be forfeited or irritated except upon the nonpayment of rent by the lessee; (iii) the originator has


Structured Financenot received written notice of any material breaches of any headlease which have occurred or which remain unremedied.

Registration: In relation to the properties, the title of the borrowers or property owners to the properties has either been registered or recorded at the land registry by virtue of the registration of acknowledgement to debt or, where registration or recording at such registry is pending, an application for registration or recording with such title will be delivered to such registry.

No Material Value Reduction: There are no circumstances giving rise to a material reduction in the value of the properties since the funding or acquisition date of the loans other than market forces affecting the values of the properties comparable to the properties in the same area.

Loan Validity: The loans constitute valid and binding obligations of, and are enforceable against, the borrowers.

Mortgage Validity: The mortgages are legal, valid, and subsisting first ranking fully perfected security interests on the properties and constitute legal, valid, and binding obligations of, and are enforceable against the borrowers or property owners.

No indebtedness: There is no outstanding secured indebtedness in respect of any borrower other than: (i) the related loans, (ii) debt which is fully subordinate to the loans.

Ownership: The originators are the sole legal and beneficial owners of the loans and are the sole beneficial owners of the related security free and clear of all encumbrances, claims, and equities.

Compliance with Requirements of Law: The originators complied with all laws applicable in the relevant country in originating the loans.

Due Diligence: Prior to the advancing or acquisition of the loans and the granting of any related security: (i) the originators commissioned a due diligence procedure that initially or after further investigation disclosed nothing that caused them to decline to proceed with the advance on its agreed terms; and (ii) the titles of the borrowers or property owners to any part of the related security are not affected by any matter or thing which caused them to decline to proceed with the advance or acquisition on its agreed terms.

Property Valuation: In the case of the mortgages, the properties securing the loan were valued by qualified surveyor or valuer appointed by the originators and independent from the originators.

Environmental Report: Prior to the loan origination date, when advised by the valuer that an environmental report was required, an environmental consultant conducted an environmental survey of the relevant properties. The results of such environmental survey would, as at the utilization date, have been acceptable to a reasonably prudent lender and have been taken into account in the preparation of the Valuation.

Insurance: The properties are covered by insurance and no claims in respect of the insurance policy are outstanding.

No Tenant Default: The originator has not received written notice of any default or forfeiture or irritancy of any lease, or of the insolvency of any tenant which would render the properties unacceptable as security for the loan.

Lending Criteria: Prior to the date of the origination of the loans, the loans and any relevant related security and the circumstances of the borrowers satisfied in all material respects the lending criteria of the originators.


Structured FinanceNo Bankruptcy: The originators have not received written notice of the bankruptcy, liquidation, receivership, administration, or a winding up or administrative order or dissolution made against any borrowers or property owners.

No Borrower Default: There is no material default, material breach, or material violation under the loan agreement or the mortgages or related security that has not been remedied, cured, or waived or of any outstanding material default, material breach, or material violation by the borrowers under the mortgages, related security, or loans or of any outstanding event that with the giving of notice, the expiration of any applicable grace period, or making of any determination, would constitute such a default, breach or violation.

Borrowers typically state that:

Due Incorporation: They are validly incorporated or constituted and have the power, capacity, and authority to own their assets, carry on their business, and enter into the loan and security documentation.

No Undue Activity: Each borrower has covenanted not to engage in any activity other than those incidental to its formation or incorporation, including ownership and management of the relevant properties and entering into the loans and relevant security documentation.

No Employees: No borrower, has, or has ever had, any employees.

No Default: No event of default or potential event of default under their credit agreement and security documents will occur as a result of the loans being made and that they are not in default under any other document to an extent which would be material.

No Litigation: There is no current material litigation or other legal proceedings against the borrowers.

No Untrue Information: The information supplied to the originators (and any valuers) is true, complete and accurate.

No Tax Deduction Required: The amounts payable by the borrowers under the finance documents may be made without any tax deduction. No rental income payable to the borrowers is subject to a requirement to make a tax deduction.


Structured Finance

Appendix R: EMEA ABS Representations and Warranties EMEA ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Reps and warranties relating to the asset pool typically included in EMEA ABS transactions address the following attributes:

Title and Ownership: The seller has full right, good and valid title to the assets and its associated ancillary rights, if applicable.

Valid Asset Transfer: There is no restriction on the transfer of assets and the associated ancillary rights that are in effect. Where appropriate, the seller represents that the assignment and transfer of receivables and its associated ancillary rights, if applicable, to the issuer complies with and is in accordance with the Securitization Law.

Receivables Constitute Valid Claims on the Obligors: Each sale and transfer of the receivables together with the corresponding related collateral constitutes a valid sale and transfer, is enforceable against creditors of the originator, and is neither prohibited nor invalid.

No Other Pledge or Adverse Claims: The receivables and their associated ancillary rights are not subject, either totally or partially, to lien, assignment, charge, or pledge to any third parties.

Compliance with Eligibility Criteria Set Out in the Transaction Documents: Collateral (i.e. receivables, ancillary rights, and financing agreements) meet the eligibility criteria as of the respective cutoff dates.

Compliance with Replenishment Criteria Set Out in the Transaction Documents: Collateral (i.e. receivables, ancillary rights, and financing agreements) meet the replenishment criteria, if applicable.

Financing Agreements Validity and Enforceability: Each of the financing agreements governing the underlying receivables are in full force, and constitute the legal, valid, binding, and enforceable obligations of all parties thereto.

Compliance with the Relevant Laws and Legal Requirements: Each financing agreement in respect of the underlying collateral has been entered into in accordance with all applicable legal requirements or applicable law in the relevant jurisdictions.

Origination and Servicing: The receivables met the standard origination and underwriting criteria and servicing procedure of the seller.

No Borrower Default: The seller is not aware of any obligors in material breach, default, or violation of any obligations under the any loan agreements. No receivable is subject to legal proceedings at the time of purchase by the issuer.

No Untrue Information: There is no untrue information on the particulars of the receivables and collateral contained in the transaction agreement.


Structured Finance

Appendix S: EMEA Project Finance CLO Representations and Warranties EMEA Project Finance CLO transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in EMEA Project Finance CLO transactions, such as “Composition of Underlying Assets,” “Security Interest,” “Consents and Approvals,” “No Pledge,” “Financing Statements,” “Executed Copies Delivered,” “Custodian Acknowledgment,” and “Marks and Notations”.

Reps and warranties relating to the asset pool where the assets are acquired from the originator’s balance sheet typically included in EMEA Project Finance CLO transactions address the following attributes:

Eligible Collateral Obligations and Investments: All collateral obligations and eligible investments satisfy the definitions of such terms in the transaction documents and will satisfy all terms and conditions applicable to a purchase as set forth in the transaction documents, such as represented in the eligibility criteria or the reinvestment criteria as applicable.

Compliance with Origination Policies: Origination processes of each loan were carried out in accordance with the originator’s policies then in force or pursuant to an approved exception to such policies.

Originator Performed All Material Obligations: Originator has performed all material obligations that have fallen due under the loan agreement in respect of each loan.


Structured Finance

Appendix T: EMEA Leveraged Finance CLOs Representations and Warranties Offering Documents for EMEA leveraged finance collateralized loan obligations (CLOs) typically do not include RW&Es that are available to investors and that relate to the asset pool underlying the CLO. Therefore, Fitch credit reports for EMEA leveraged finance CLO offerings will not typically include descriptions of RW&Es.


Structured Finance

Appendix U1: U.K. SME CDO Representations and Warranties U.K. SME CDO transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in U.K. SME CDOs, such as “Composition of Underlying Assets,” “Consents and Approvals,” “No Pledge,” “Financing Statements,” “Executed Copies Delivered,” “Custodian Acknowledgment,” and “Marks and notations.”

Reps and warranties relating to the asset pool typically included in U.K. SME CDO transactions address the following attributes:

Validity and Enforceability of Documents: Legal validity, binding nature, and enforceability of the transaction documents and of the underlying receivables.

Transaction Documents: Transaction documents entered into in “good faith” and on arm’s length commercial terms.”

Compliance with Eligibility Criteria: Receivables comply with the eligibility criteria (and if revolving, also comply with any portfolio level limits or replenishment criteria).

Compliance with Laws and Regulations: Compliance with relevant laws and regulations when originating the loans.

Compliance with Origination and Underwriting and Credit and Collections Policies: Compliance with the origination and underwriting and credit and collections policies (often accompanied by a covenant not to materially amend such policies without prior notification).


Structured Finance

Appendix U2: Dutch SME CDO Representations and Warranties Dutch SME CDO transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Dutch SME CDOs, such as “Composition of Underlying Assets,” “Consents and Approvals,” “Financing Statements,” “Executed Copies Delivered,” “Custodian Acknowledgment,” and “Marks and Notations.”

However, additional reps and warranties that relate to the security interest that are not described in this report but may be included in Dutch SME CDOs are as follows:

Security Interest Public Register: If a receivable is secured by a mortgage right, the security interest has been entered into the appropriate public register.

Reps and warranties relating to the asset pool typically included in Dutch SME CDO transactions address the following attributes:




Compliance with Origination and Underwriting and Credit and Collections Policies: Compliance with the origination and underwriting and credit and collections policies (often accompanied by a covenant not to materially amend such policies without prior notification).


Structured Finance

Appendix U3: Spanish SME CDO Representations and Warranties Spanish SME CDO transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Spanish SME CDOs, such as “Composition of Underlying Assets,” “Consents and Approvals,” “Financing Statements,” “Executed Copies Delivered,” and “Custodian Acknowledgment.”

However, additional reps and warranties that relate to the security interest that are not described in this report but may be included in Spanish SME CDOs are as follows:

Duly Established and Registered: If a receivable is secured by a mortgage, the mortgage has been duly established and registered in the relevant property register and underwritten in public deeds.

Enforcement of the Mortgage Guarantee: The seller has no knowledge of the existence of any circumstance preventing enforcement of the mortgage guarantee or any existing prior charges in the case of first lien mortgages.

Reps and warranties relating to the asset pool typically included in Spanish SME CDO transactions address the following attributes:




Compliance with Origination and Underwriting and Credit and Collections Policies: Compliance with the origination and underwriting and credit and collections policies of the originator/servicer (often accompanied by a covenant not to materially amend such policies without prior notification).

Receivables Only Subject to This Issuance: Receivables are not subject to any issuance other than this issuance.

Existence of Receivables: Receivables exist and are separately identifiable.

Fully Disbursed: The principal of the receivables has been fully disbursed.

Currency Denomination: Receivables are denominated and payable exclusively in euros.

Maturity: The maximum term of the loans do not exceed the maturity of the bond issued.

Property Valuation: The mortgaged properties have been appraised by entities duly authorized for that purpose by the banking system regulator; the appraisers are duly registered in the corresponding Official Register of the Bank of Spain.

Property Ownership: If secured by a mortgage on property, the mortgage has been established on properties where the full and complete ownership of which is held by the respective mortgage borrower, and the seller is not aware of the existence of litigation regarding the ownership of those properties capable of impairing the mortgages.

No Setoff Right: The seller has no knowledge that any of the borrowers has any credit against itself that entitle a right of setoff.


Structured FinanceNo Notice of Full Repayment: The seller has received no notice of full repayment of the receivable.

Receivable Borrowers: All borrowers are Spanish enterprises.


Structured Finance

Appendix U4: Italian SME CDO Representations and Warranties Italian SME CDO transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report. For Italian ABS leasing transactions where the borrowers are SMEs, please refer to Appendix Q: EMEA ABS Representations and Warranties.

Not all of the reps and warranties relating to the security interest listed in this report are included in Italian SME CDOs, such as “Composition of Underlying Assets,” “Security Interest,” “Financing Statements,” “Executed Copies Delivered,” and “Custodian Acknowledgment.”

Reps and warranties relating to the asset pool typically included in Italian SME CDO transactions address the following attributes:

Validity and Enforceability of Receivables: Legal validity, binding nature, and enforceability of the underlying receivables.

Existence and Amounts of Receivables: Receivables exist and are separately identifiable in amounts set out in the transfer agreement.



Compliance with Origination and Underwriting and Credit and Collections Policies: Compliance with the origination and underwriting and credit and collections policies in place at the time of origination.

Regulatory Compliance: Compliance with all requirements of local tax authorities (e.g. filing any tax returns required by law) and applicable data protection laws and regulations.

Setoff Rights: To the best by of the seller’s knowledge, no borrower can exercise setoff rights with respect to amounts due the borrower that have come into existence following the publication in the Official Gazzette and the registration of the assignment of the receivables in the companies’ register in accordance with the provisions of article 58 of the Italian banking law.

No Fraud: Each receivable and any other related agreement, deed, or document was entered into and executed without any fraud (frode) or willful misrepresentation (dolo) or undue influence on or on behalf of the originator.

No Clauses Against Transfer: There are no clauses or provisions in the receivable agreement or related agreement, deed, or document that prevents the originator from transferring, assigning, or disposing of the receivable in whole or in part. The transfer of the receivable to the issuer pursuant to the transfer agreement shall not prejudice or affect in any manner whatsoever the obligation of the relevant borrower and of any other borrower toward the originator.

Guarantee Validity: Each guarantee transferred to the issuer is valid and enforceable and has been duly granted and created by means of a deed with a stated date (data certa) relied upon by the originator and meets all requirements under all applicable laws and regulations.


Structured Finance

Appendix V1: Australian RMBS Representations and Warranties Australian RMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Australian RMBS, such as “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”

Reps and warranties relating to the asset pool typically included in Australian RMBS transactions address the following attributes:

Mortgage Compliance with Laws: The mortgage complies in all material respects to applicable laws (including applicable Consumer Credit Code laws and the National Consumer Credit Protection Laws).

Due Stamping: All relevant mortgage documents are required to be stamped with stamp duty.

Good Faith: At the time that the seller entered into the mortgage loan, it did so in good faith without fraud, dishonesty, or misrepresentation.

Borrower Not Insolvent: At the time the borrower was approved the seller had not received any notice of insolvency or bankruptcy of the corresponding borrower.

Terms Unqualified: Other than the relevant mortgage documents, there are no documents entered into between the seller and the borrower or any other relevant party in relation to the mortgage loan that would qualify or vary the terms of the mortgage loan.

Mortgage Loan Not Discharged: The property relating to each mortgage loan has not been released from the security of that mortgage.

Loan-Value-Ratio (LVR): The seller is not aware of any restrictive covenants, licenses or leases existing in respect of freehold land such that the LVR is not within the limit set out in the eligibility criteria.

Mortgage Insurance Policies: The mortgage loan is insured to the extent to which the mortgage loan is meant to have the benefit of a mortgage insurance policy.

Support Facility Requirements: The seller has complied with all material requirements of each support facilities.

Eligibility Criteria: All mortgage loans are in compliance with the eligibility criteria.

Interest Rate May Be Varied: Except in respect of a mortgage loan subject to a fixed rate of interest or under applicable laws (including the Consumer Credit Code and the National Consumer Credit Protection Laws, as applicable), the rate of interest is not subject to any limitation.

No Breach: The sale, transfer, and assignment of the seller’s interest in the mortgage loan rights will not constitute a breach of its obligations or a default under any security interest binding on the seller or its property.

No Preference: The seller is not aware that anything in relation to a sale of mortgage rights to the trustee may constitute an under-value transfer or fraudulent conveyance under any law relating to insolvency.

Waiver of Setoff: The terms of the loan agreement relating to the mortgage loan contain a waiver of setoff.


Structured FinanceOrdinary Course of Business: At the time that the Seller entered into the Mortgage Loan, the Mortgage Loan was originated in the ordinary course of the Seller’s business and, since that time, the Seller has dealt with that Mortgage Loan in accordance with the Servicing Guidelines and the Servicing Standards.


Structured Finance

Appendix V2: Australian ABS Representations and Warranties Australian ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Australian ABS, such as “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”

Reps and warranties relating to the asset pool typically included in Australian ABS transactions address the following attributes:

Currency: The receivable must be denominated in Australian dollars.

Interest Rate: The receivable bears a fixed interest rate or fixed installment payments.

Laws: The receivable must adhere to applicable federal and state/territory laws.

Obligor Not Insolvent: As far as the seller is aware, the relevant Obligor is not Insolvent.

Further Advance: The seller is not obliged to make any further advance under each receivable.

Insurance: The obligor must keep the underlying asset insured at all times at its full value.

Obligation to make payment: The obligor must make payments even if the related security is damaged.

Maintenance: The borrower is obligated to keep the underlying asset in good repair and order.

Origination: Originated in the ordinary course of business.

Termination: If the contract is terminated prior to its termination date the seller has the right to recover the full principal outstanding.

Bankruptcy/Insolvency: At the time of origination the seller has not received any notice of bankruptcy or insolvency.

No Termination: The receivables contracts and related documents have not been cancelled or otherwise terminated or released.

Encumbrance: The seller has no notice of any encumbrance in respect of the security.

Eligibility criteria: All receivables comply with the eligibility criteria.

Setoff: No circumstances exist that would entitle an obligor to exercise any right of setoff against the seller in respect of the receivables.

Consumer Credit Code: If the receivable is governed or regulated by the National Consumer Credit Protection laws it must comply in all material respects (if applicable to asset).


Structured Finance

Appendix V3: Australian CMBS Representations and Warranties Australian CMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Australian CMBS, such as “Executed Copies Delivered,” “Custodian Acknowledgement,” “Consents and Approvals,” and “Marks and Notations.”Reps and warranties relating to the asset pool typically included in Australian CMBS transactions address the following attributes:

Corporate Authorizations: It has taken all necessary action to authorize the entry into and performance of each transaction document to which it is a party and to carry out the transactions contemplated by the transaction documents.

Obligations Binding: Its obligations under transaction document to which it is a party are legal, valid, binding and enforceable in accordance with their respective terms.

Owner of the Secured Property: It is the beneficial owner of and has good title to the secured property free from any encumbrance.


Structured Finance

Appendix V4: Australian Small Balance CMBS Representations and Warranties Australian Small Balance CMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in Australian Small Balance CMBS, such as “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”

Reps and warranties relating to the asset pool typically included in Australian Small Balance CMBS address the following attributes:

Law: All material aspects of the mortgage loans comply at the time with all applicable laws.

Origination: The mortgage loans are originated through the ordinary course of business and are done so in good faith. The mortgage loans have not been satisfied, cancelled, discharged, or rescinded and the property relating to each relevant mortgage has not been released from the security of that mortgage.

Bankruptcy/Insolvency: At the time the mortgage loans were approved there was no notice of bankruptcy or insolvency of the borrowers at the time.

Terms Unqualified: Other than the relevant mortgage documents, there are no documents entered into by the seller and mortgagor, or any relevant party, in relation to the mortgage loan that would qualify or vary the terms of the mortgage loan.

Covenants: The seller is not aware of any restrictive covenants, licenses, or leases existing in respect of the security.

Eligibility Criteria: All mortgage loans comply with the eligibility criteria and LVR constraints.

Interest rates: the seller will be permitted to vary the interest rate on the mortgage loans with the exception of fixed-rate loans. The ability to change the interest rate is subject to applicable laws and consumer credit legislation.

Sale: any sale of mortgage loans and related securities is done so at a fair value and free of fraudulent conveyance. Any sale of related securities will not constitute a breach of the seller’s obligations or a default under any security interest granted by the seller.

No Breach: The sale or transfer of the sellers interest will not constitute a breach of its obligations, or a default, under any security interest binding on the seller or affecting the assets of the seller.

Accounts: There are no linked accounts in relation to any mortgage loan other than any Interest Offset Account in relation to the Mortgage Loan.

Setoff: The terms of the loan agreements relating to the mortgage loans are to be made free of any setoff.


Structured Finance

Appendix V5: New Zealand ABS Representations and Warranties New Zealand ABS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report.

Not all of the reps and warranties relating to the security interest listed in this report are included in New Zealand ABS, such as “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”

Reps and warranties relating to the asset pool typically included in New Zealand ABS transactions address the following attributes:

Currency: The receivable must be denominated in New Zealand dollars.

Title: At the relevant Acquisition Date, full title in the Receivables referred to in the relevant Sale Notice will be transferred to the Trustee.

Procedures: It has complied in all material respects with the Agreed Procedures in relation to each Offered Receivable, each Purchased Receivable and each Relevant Document

Obligor Not Insolvent: As far as the seller is aware, the relevant Obligor is not Insolvent.

Origination: The receivables were originated in the ordinary course of business in compliance with applicable origination procedures.

Consumer Legislation: The seller warrants that it has complied with all applicable laws, including consumer protection laws that relate to the receivables.

Seller Bankruptcy/Insolvency: The seller is not insolvent at the time of sale of the receivables.

Obligor Bankruptcy/Insolvency: The seller has not received any notice of bankruptcy or insolvency with regard to the receivables.

Encumbrance: The seller has no notice of any encumbrance in respect of the security.

Eligibility criteria: All receivables comply with the eligibility criteria.


Insurance: Where relevant the obligor must keep the underlying asset insured at all times at its full value.

Obligation to Make Payment: The obligor must make payments even if the related security is damaged.

Termination: If the contract is terminated prior to its termination date the seller has the right to recover the full principal outstanding.


Structured Finance

Appendix W1: Non-Japan Asian ABS Representations and Warranties Non-Japan Asian ABS transactions typically include the reps and warranties relating to the security interest, and enforcement mechanisms as described in this report.

However, some of the reps and warranties relating to the security interest listed in this report may not be included in Non-Japan Asian ABS transactions, such as “Composition of Underlying Assets,” “No Pledge,” “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”

Reps and warranties relating to the asset pool typically included in Non-Japan Asian ABS transactions address the following attributes:

No Early Amortization Event or Servicer Termination Event: No event has occurred and is continuing which would result from any entrustment of receivables that constitutes an early amortization event or a servicer termination event.

Adequate Management Information Systems: The originator maintains management information systems which are adequate to generate reliable periodic statistical portfolio information with respect to the receivables.

No Adverse Selection of Accounts: No selection procedures believed by such originator to be adverse to the interests of certificate holders have been used in selecting accounts.

Similar Credit Quality: The credit quality of the receivables is similar in all material respects to the credit quality of the receivables in the originator’s aggregate portfolio.

Account and Receivable Eligibility: Each account is an eligible account and each receivable is an eligible receivable as defined in the transaction documents.

Accurate Description of Accounts: Information included in the receivable list or schedule is true, accurate, and complete in all material respects and is not misleading in any material respect.

No Insolvency: None of the accountholders has, on the initial cutoff date with respect to the initial accounts or the relevant cutoff date with respect to the additional accounts, had any insolvency, bankruptcy, individual debtor rehabilitation, liquidation or other similar legal proceedings commenced against it. None of the receivables, as of the relevant cutoff date, has been classified by the originator as a defaulted receivable.

Representation of Originator’s Assets: The receivables entrusted on each entrustment date do not constitute all or substantially all of the assets of the originator.


Structured Finance

Appendix W2: Non-Japan Asian RMBS Representations and Warranties Non-Japan Asian RMBS transactions typically include the reps and warranties relating to the security interest, and enforcement mechanisms as described in this report.

However, some of the reps and warranties relating to the security interest listed in this report may not be included in Non-Japan Asian RMBS transactions, such as “Composition of Underlying Assets,” “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”

Reps and warranties relating to the asset pool typically included in Non-Japan Asian RMBS transactions address the following attributes:

Purchase Price Paid by the Purchaser: The purchase price of the mortgage loan assets being purchased by the purchaser represents a value not less than the fair market value of the mortgage loan assets.

Representation of Originator’s Assets: The mortgage loan assets do not constitute all or substantially all of the assets of the originator.

Adequate Management Information Systems: The originator maintains management information systems which are adequate to generate reliable periodic statistical portfolio information with respect to the receivables.

No Adverse Selection of Accounts: No selection procedures believed by such originator to be adverse to the interests of certificateholders have been used in selecting accounts.

No Default: No default, breach or failure by any obligor of its obligations under any mortgage loan transaction comprising part of the relevant mortgage loan assets or any of the documentation relating thereto has occurred which has not been remedied.

No Termination: None of the mortgage loan transactions comprising part of the relevant mortgage loan assets is terminable at the option of any related obligor or collateral security provider other than upon prepayment in full.

Accurate Information: All information set out in the transaction documents with respect to the mortgage assets is true and accurate.

Holding All Documents: The originator holds all documents which are necessary for the proper and efficient servicing and enforcement of the mortgage loan transactions.

No Dispute: There has not been any dispute that is continuing between the originator and the related obligors or collateral security providers and no claim that is continuing has been made or threatened by any obligor or collateral security provider that such mortgage loan transaction or related mortgage loan agreement is invalid, voidable, unenforceable, or terminable.

Bilateral Obligation: Each of the mortgage loan agreements comprising part of the relevant mortgage loan assets represents direct bilateral obligations and the entire agreement between each relevant borrower and the seller.

No Amendment: Except as disclosed in the records, no mortgage loan agreement, mortgage or collateral security comprising part of the relevant mortgage loan assets has been amended or otherwise modified nor has any rights been waived. No mortgage loan agreement contains terms that would permit any obligor to change the index or type of interest rate.


Structured FinanceCompliance with Terms of the Mortgage Loan Agreement: The originator has performed and is in compliance with the terms of the related mortgage loan agreement, the related mortgage, and any collateral security.

No Litigation or Enforcement Action: No mortgage loan transaction comprising part of the relevant mortgage loan assets is the subject of any litigation, insolvency, bankruptcy, or liquidation proceedings, or enforcement action.

Satisfying Eligibility Criteria: All of the relevant mortgage loan assets satisfy the eligibility criteria.


Structured Finance

Appendix W3: Non-Japan Asian CMBS Representations and Warranties Non-Japan Asian CMBS transactions typically include the reps and warranties relating to the security interest, and enforcement mechanisms as described in this report.

However, some of the reps and warranties relating to the security interest listed in this report may not be included in Non-Japan Asian CMBS transactions, such as “Composition of Underlying Assets,” “Financing Statements,” “Executed Copies Delivered,” “Custodian Acknowledgement,” and “Marks and Notations.”


Structured Finance

Appendix X1: Japanese CMBS Representations and Warranties Japanese CMBS transactions typically will not include the security interest reps and warranties described in this report unless the transaction is structured as secured debt, in which case the security interest reps and warranties described in this report would be included. Enforcement mechanisms may not be included in Japanese CMBS transactions.

Reps and warranties relating to the asset pool typically included in Japanese CMBS transactions address the following attributes:

Status, Power and Authorization: Each borrower has all requisite status, power and authorization to enter into and perform the underlying loans.

Legality, Validity and Enforceability of Documents: Each loan document constitutes legal, valid and binding obligations of its makers and is enforceable in accordance with its terms.

No Conflict: No conflict or violation of any other obligations of each borrower or its constitutional documents.

Compliance with Laws: Each borrower is in compliance with all applicable laws and agreements entered into.

No Liens: There are no liens, mortgages, pledges, leases, encumbrances or other security interests on the properties other than ones approved by the lender;

No Litigation: There is no existing, pending or threatened litigation that may adversely affect the loans or the properties.

Solvency: Each borrower is not insolvent or subject to any legal insolvency proceedings.

Single-Purpose Entity: The existence of each borrower as a single-purpose entity.

No Restriction on Use: There are no restrictions or conditions on the use of the properties, other than disclosed to the lender.

Permits and Licenses: All relevant permits and licenses with respect to the properties are possessed and maintained.

Physical Condition: The properties are physically in good condition.

Lease Agreements: The lease agreements are valid and existing.


Structured Finance

Appendix X2: Japanese RMBS Representations and Warranties Japanese RMBS transactions typically will not include the security interest reps and warranties described in this report unless the transaction is structured as secured debt, in which case the security interest reps and warranties described in this report would be included. Japanese RMBS transactions do typically include the enforcement mechanisms as described in this report.

Reps and warranties relating to the asset pool typically included in Japanese RMBS transactions address the following attributes:

Origination: Each loan receivable has been originated in the ordinary course of the originator’s business in accordance with its lending policy and underwriting criteria.

Validity: Each loan agreement is in full force and effect and constitutes legal, valid, enforceable, and binding obligation of the relevant obligor.

Compliance with Applicable Law: Each loan agreement does not contravene any applicable laws, rules or regulations.

Use of Loan Proceeds: Loan proceeds have been used to purchase the relevant mortgaged property including associated costs.

Occupancy: Each mortgaged property is to be used for primary residence of the relevant obligor or for investment purpose (for rent).

Assignment: Each loan receivable is assignable and no prior consent from or notification to the relevant obligor is required.

Loan Agreement: Each loan agreement is identical in all material aspects to the standard form typically attached to the documents.

No Litigation: No litigation or other proceedings have been instituted by obligors or any third party against the seller/originator with respect to the relevant loan agreement.

Mortgage: Each obligor grants a mortgage over the relevant mortgaged property in favor of the seller/originator; the seller/originator has been validly entitled to the mortgage; the mortgage is assignable; the mortgage is not a revolving mortgage.

No Default: An obligor is not bankrupt, insolvent or in default.

No Acceleration: No loan receivables are due and payable due to any events of default under the documents.

No Antisocial Organization: An obligor is not a member of an entity that conducts or is likely to conduct violent and illegal acts collectively or habitually, nor a member of an affiliated body therein.


Structured Finance

Appendix X3: Japanese ABS Representations and Warranties Japanese ABS transactions typically will not include the security interest reps and warranties described in this report unless the transaction is structured as secured debt, in which case the security interest reps and warranties described in this report would be included. Japanese ABS transactions do typically include the enforcement mechanisms as described in this report.

Reps and warranties relating to the asset pool typically included in Japanese ABS transactions address the following attributes:

Validity: Each loan agreement is in full force and effect and constitutes legal, valid, enforceable, and binding obligation of the relevant obligor.

Compliance with Applicable Law: Each loan agreement does not contravene any applicable laws, rules or regulations.

Compliance with Eligibility Criteria: Each loan receivable meets the eligibility criteria as of the respective cut-off dates.

Assignment: Each loan receivable is assignable and no prior consent from or notification to the relevant obligor is required.

Loan Agreement: Each loan agreement is identical in all material aspects to the standard form typically attached to the documents.


No Litigation: No litigation or other proceedings have been instituted by obligors or any third party against the seller/originator with respect to the relevant loan agreement.

No Default: An obligor is not bankrupt, insolvent or in default.

No Antisocial Organization: An obligor is not a member of an entity that conducts or is likely to conduct violent and illegal acts collectively or habitually, nor a member of an affiliated body therein.


Structured Finance

Appendix Y: Latin American RMBS Representations and Warranties Latin American RMBS transactions typically include the reps and warranties relating to the security interest and enforcement mechanisms as described in this report. However, not all of the reps and warranties relating to the security interest listed in this report are included in Latin American RMBS transactions, such as “Security Interest” and ‘Executed Copies Delivered.”

Reps and warranties that relate to the asset pool for newly originated loans typically included in Latin American RMBS transactions address the following attributes.

No Prior Liens: The seller was the sole owner and holder of the mortgage loan free and clear of any and all liens.

Priority of Lien: The mortgaged property is free and clear of all encumbrances and liens having priority over the lien of the mortgage except for taxes, assessments, and other matters.

Enforceability: The seller is the one and legitimate owner of each of the loan rights and has good and marketable title and full right and authority to sell and assign the property.

Currency Denomination: Each of the Mortgage Loans is denominated in the local currency where the loan was originated, unless otherwise specified in the Trust Agreement.

No Payments on Behalf of the Borrower: None of the loan proceeds has been escrowed for the purpose of making monthly payments on behalf of the borrower and no payments have been paid by any person who was involved in or benefited from the sale, origination, refinancing, or servicing of the mortgage property or loan.

Accuracy of Information: The mortgage loan schedule correctly and accurately reflects the information contained in the originator’s records in all material respects.

Underwriting: The loans were underwritten in substantial conformance to the originator’s guidelines without underwriter discretion; if not, there are reasonable compensating factors documented in the mortgage loan file.

Mortgage Insurance: For mortgage loans with mortgage insurance, the policy is a valid, binding, and enforceable primary mortgage insurance policy issued by a licensed insurer in the country where the related mortgage property is located.

Regulatory Compliance: At the time of origination or modification each mortgage loan complied in all material respects with all then-applicable federal, state, and local laws as well as servicing of the loan prior to the closing date.

Taxes Paid: All taxes, governmental assessments, insurance premiums, and municipal charges that previously became due have been paid or an escrow of funds has been established, to the extent permitted by law, in an amount sufficient to pay for any such item that remains unpaid.

No Damage: The mortgaged property is undamaged by pollution, fire, earthquake, earth, flood, tornado, hurricanes, or similar casualty.

Hazard Insurance: The mortgaged property securing each mortgage loan is insured by licensed insurer in the country where the related mortgage property is located against loss by fire and other hazards as are covered under a standard extended coverage endorsement.

Proceeds of the Mortgage Loan: Each Mortgage Loan was granted for the acquisition or refinancing of or the carrying out of any improvements in respect of, a residential property; to


Structured Financethe best of the originator’s knowledge, all of the improvements lie wholly within the boundaries and building restriction lines of such property.

Mortgage Loan Legal and Binding: The mortgage note, mortgage, and other agreements are genuine, and each is the legal, valid, and binding obligation of the maker thereof, enforceable in accordance with its terms

Proceeds Fully Disbursed/Recording Fees Paid: The proceeds of the mortgage loan have been fully disbursed and all costs, fees, and expenses incurred in making, closing, or recording the mortgage loan have been paid.

No Further Seller’s Obligations: All material obligations of the seller under the Mortgage Loans have been fully performed in a timely manner, and there are no further obligations of the seller with respect to such Mortgage Loans.

No Default: To the best of the originator’s knowledge, there is no monetary default, breach, violation, or event of acceleration existing under the mortgage or the related mortgage note.

No Rescission: No mortgage note or mortgage is subject to any right of rescission, setoff, counterclaim, or defense.

No Pending Civil or Commercial Processes: The seller has no knowledge of any litigation, any existing or pending civil or commercial insolvency procedure regarding any Borrower, including without limitation, concurso mercantile, or bankruptcy proceedings, nor was it aware of any fraudulent conveyance (fraude de acreedores) or similar actions carried out by any Borrower.

Borrower Rights: The terms and conditions of each Mortgage Loan do not provide the relevant Borrower with any defenses other than those expressly set forth under applicable laws in the event of foreclosure of the relevant Mortgage.

Enforceable Right of Foreclosure: Each mortgage contains customary and enforceable provisions to render the rights and remedies of the holder thereof adequate for the realization against the mortgaged property of the benefits of the security, including realization by judicial foreclosure.

Doing Business: All parties that have had any interest in a mortgage loan are in compliance with any and all applicable licensing requirements of the laws of the state wherein the related mortgaged property is located.

Fraud: No fraud or material error, omission, misrepresentation, negligence, or similar occurrence with respect to a mortgage loan has taken place on the part of any party involved in the origination of the mortgage loan.

Public Deed: Each mortgage loan and its related mortgage are valid and enforceable in accordance with its terms and conditions.

Deeds of Trust: If a mortgage constitutes a deed of trust, a trustee, has been properly designated and is named in the mortgage.

Mortgage Recorded: Each original mortgage was recorded, and all subsequent assignments of the original mortgage have been recorded in the appropriate jurisdictions in which such recordation is necessary to perfect the liens against creditors of the seller or are in the process of being recorded.

Complete Mortgage Files: The instruments and documents with respect to each mortgage loan required to be delivered to the trustee or custodian (in trust for the trustee) on or prior to the closing date have been delivered to the trustee or custodian (in trust for the trustee).


Structured FinanceLoans Current: Payments required to be made up to the due date immediately preceding the cutoff date have been made.

Prior Delinquencies: No mortgage loan had more than a certain number of delinquencies in the 12 months preceding the cutoff date, depending on the country where the mortgage was originated.

No Prior Modifications: The mortgage or the related mortgage note has not been modified in any material respect or satisfied, cancelled, or subordinated.

No Prepayment Penalties: No prepayment penalties or other fees are payable by the Borrower upon the prepayment of the Mortgage Loan.

Loan Maturity Date: Each Mortgage Loan has a specific maximum tenor depending on the country where the mortgage was originated, and matures for repayment not later than the Scheduled Maturity Date.

Mortgage Loan Outstanding Balance: No Mortgage Loans has an outstanding principal balance of less than a specific amount depending on the country where the mortgage was originated.

Loan to Value (LTV): The LTV ratio on the cutoff Date current for each Loan Right is less or equal than a certain percentage depending on the country where the mortgage was originated.


Structured Finance

Appendix Z: Global Single- and Multi-Name Credit-Linked Notes Representations and Warranties Offering Documents for single- and multi-name credit-linked notes (CLNs) typically do not include RW&Es that are available to investors and that relate to the asset-pool underlying the CLNs. Therefore, Fitch credit reports for offerings of CLNs will not typically include descriptions of RW&Es.


Structured Finance

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