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TMI BlogDisclosures to be made in the Offer DocumentX X X X Extracts X X X X X X X X Extracts X X X X ..... ered office along with its telephone number, fax number, contact person, website address and e mail address; d) The title of the securitised debt instruments, expected maturity, coupons, their ratings; e) The number, nature, price, amount and issue size of securitised debt instruments offered through the offer document; f) Asset type being securitised along with the nature of transaction ; g) Issue Schedule: (a) Date of opening of the issue (b) Date of the closing of the issue h) Name/s of the stock exchanges where listing of the securitised debt instruments is proposed; i) The following disclaimer shall be made prominently in the first page of the offer document: "The submission of draft offer document to the Board should not in any way be deemed or construed that the same has been approved by SEBI. SEBI does not take responsibility for the financial soundness of the scheme launched by the issuer. Neither SEBI nor the stock exchanges are responsible for the correctness of any statements, opinions or other disclosures contained in this offer document. The registration granted by SEBI to the trustee should not be taken as an indication of the merits of the issuer, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uer [name of special purpose distinct entity(SPDE)] Trust Property Initial Contribution to the SPDE INR [ ] Transaction Size INR [ ] Pool Principal on Settlement Date INR [ ] Pool Cut Off Date [date] [Specify future cut offs (if revolving in nature) or purchase of future receivables] Settlement Date [date] Payout Dates [date] Transaction Structure Each Originator proposes to sell the following assets to the Issuer on the Settlement Date: [nature of assets] [description of assets] [amount] The aggregate of the assets shall be referred to as the "Total Pool". [specify if par / premium / discount deal] The Issuer intends to issue [ ] securitised debt instruments representing an undivided beneficial interest in the Issuer's property including the Pool. [specify if there are future sales] Receivables [detailed description of the receivables] [Aggregate of all the receivables] Disclosure on key pool and features composition LTV-based, tenure-based, ticket size based distribution etc Collection Period ________________ Servicer _______, _________ (individually referred to as a "Servic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ginator, if any, on the receivables Details of Transaction Documents Applicable Law and Jurisdiction Waterfall Mechanism Rules for cash flow to each investor and swap counterparty, and treatment of excess interest / residual cash flows and treatment, in case of prepayment of underlying loans or change in interest rate on loan] 5.0 Risks involved a) Description of the Assets and Debtors. b) Default Risk / Credit Risk related to the assets. c) Delinquency Risk. d) Dilution Risk, that is to say, any possible changes in the credit quality of the pool, excess spread or other factors over time. e) Correlation Risk. f) Servicing risk, including risks and costs involved in any transition of the servicer g) Prepayment Risk.. h) Liquidity Risk. i) Currency, Interest and Other Risks. j) Potential loss on securities due to limited assets of special purpose distinct entity. k) Risks arising out of geographic concentration of receivables, if any. l) Any other risk specific to the transaction and asset class. 5.1. The issuer's perception about such risk factors shall be disclosed together with detailed descriptions of the measures if any that hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... investment criteria for the investment of any liquidity surpluses. (c) Details of any other arrangements upon which payments of interest and principal to investors are dependent. 8.2 The tax treatment of the various transactions at the hands of the investor, special purpose distinct entity and originator shall be disclosed. 9.0 Disclosures about the Issuer a) A brief description of the issuer along with its history ; b) A statement whether the issuer has been established as a special purpose vehicle or entity. c) Details of the settlor, initial corpus, place of registration, if any, along with any identification number. d) To the extent known to the issuer, state the name of the person(s) who directly or indirectly controls the issuer, along with the nature of such control and the measures in place to ensure that such control is not abused. e) The person(s) holding residual beneficial interest in the trust. f) Financial Information concerning the Issuer's assets and liabilities, financial position, and profits and losses, if any. g) Names, address, nationality, professional experience, other directorships and academic qualifications of the trustees. h) Manageme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dity support. 5. Credit collateral, over-collateralisation, guarantees or any other support from the originator or any third party, particulars of such credit enhancer, fees, if any, payable to such enhancer and particulars of any provision requiring the replacement of such enhancer in any contingency. 6. Important structural triggers in the transaction such early amortisation, redirection of the cash flows to a particular class(es) of the securities, trapping of the excess spread, etc. 7. Cash reserve, if any, including the reinvestment of the same and eligible securities/modes of investment where the same may be invested. 8. Reinvestment of cash flows, if any, and the modes where the same may be reinvested. 9. Any material contracts with the originator or third parties such as swaps, put or call options including any such options in respect of the securitised debt instruments. 10. Clean up call option, if any. 11. Priority of distributions and allocation of funds. An illustrative schedule of priority is given below: * Servicing Fee, Trustee Fee etc. * Class A Securities Interest * First allocation of principal * Class B interest * Second allocation of principal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t-backed securities being offered; (o) the cash generated by the eligible assets in the last financial year as a percentage of the total amount of securitised debt instruments being offered; (p) the amount of eligible assets in default; (q) the amount of eligible assets in default as a percentage of the total amount of securitised debt instruments being offered and the amount of eligible assets in default as a percentage of the credit enhancement; (r) explanatory notes where there is expected material difference between actual and projected cash flows and any actions being taken to correct the situation; (s) a description of what constitutes a default; (t) a chartered accountant's report on the cash flow projections arising from the eligible assets which are the basis of the securitisation together with the basis of the projection. 15.0 Static Pool Information The following information shall be provided for static pools of similar assets of all past securitisation transactions done with reference to the same originator: 1. Information regarding delinquencies, cumulative losses and prepayments information for the past 5 years of the originator's portfolio, including t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nformation. In our opinion, the originator is a going concern. In our opinion, the expected cash flow from the asset pool is sufficient to meet the obligations on the securitised debt instruments." 20.0 Undertakings. (1) The following undertakings shall be made by all trustees of the special purpose distinct entity, - (a) that in the event minimum subscription is not received, the special purpose distinct entity shall forthwith refund the application moneys collected under the offer and in the event of delay beyond eight days from closure of the offer in making such refund, the special purpose distinct entity and its directors or trustees shall be liable jointly and severally to repay the application moneys together with interest at fifteen per cent per annum; (b) that in the event of over-subscription, the excess application moneys shall be refunded forthwith to unsuccessful and partially successful applicants and in the event of delay beyond eight days from finalisation of the basis of allotment in making such refund, the special purpose distinct entity and its directors or trustees shall be liable jointly and severally to repay the application moneys together with interes ..... 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