MORNBFI Vol. 1 - Planters Development Bank

§§ 4651Q.15 - 4651Q.1908.12.31and are paid after claims to holders of seniorsecurities are satisfied.g. Other credit enhancements as maybe approved by the Monetary Board.To be consistent with the concept of atrue sale, subordinated securities shall besold to third party investors other than theoriginator’s/seller’s parent company or itssubsidiary/affiliate and the trustee or itssubsidiary/affiliate or, if held by the seller,capital charges should be booked upfront.Otherwise, the subordinated securities shallbe treated as deposit substitute subject tolegal reserves.§ 4651Q.16 (2008 - 4626Q.16) Cleanupcall. A clean-up call may be exercisedby the seller once the outstandingprincipal balance of the receivablecomponent of the asset pool falls to tenpercent (10%) or less of the originalprincipal balance of the asset pool. Wherethe asset pool includes foreclosed andother assets, such assets shall be includedin the clean-up call and the considerationthereof shall be at current market value. Sucha clean-up call shall not be consideredrecourse or in violation of Subsec. 4651Q.7on conveyance of assets.§ 4651Q.17 (2008 - 4626Q.17) Prohibitedactivitiesa. The seller may not, under anycircumstance, designate its trust department,the trust department of its subsidiaries/affiliates, the trust department of its parentbank or the trust department of its parentbank’s subsidiaries/affiliates as trustee.b. Any director, officer or employee ofthe originator, seller or servicer may notserve as a member of the board of directorsor trust committee of the trustee or vice versafor the duration of the securitization.c. The trust indenture shall not containany stipulation whereby the seller, itssubsidiaries/affiliates, its parent bank or theparent bank’s subsidiaries/affiliates shallcommit to extend any credit facility to theissuer and/or trustee.d. The ABS shall not be eligible ascollateral for a loan extended by a QB whichoriginated/sold the underlying assets of suchABS.e. The trust department of a bank thathas discretion in the management of anytrust or investment management accountmay not purchase for said trust/investmentmanagement account ABS administered bythe trust department of the same bank, thetrust department of such trustee’ssubsidiaries/affiliates, the trust departmentof such trustee’s parent bank and the trustdepartment of the parent bank’s subsidiaries/affiliates.The trustee may not designate itssubsidiary/affiliate, its parent or the parent’ssubsidiaries/affiliates as servicer or viceversa.§ 4651Q.18 (2008 - 4626Q.18)Amendment. Any amendment to the trustindenture shall require the prior approvalof the BSP.§ 4651Q.19 (2008 - 4626Q.19)Miscellaneous provision. Without priorapproval of the BSP, any entity supervisedby the BSP authorized to engage in trustand fiduciary business may act as trusteeor servicer in a securitization schemeoriginated by an entity not supervised bythe BSP: Provided, That the assets whichare the subject of such securitization areexisting in the books of the entity prior tosecuritization: Provided, further, Thatsuch entity acting as trustee or servicer isnot a subsidiary/affiliate of the originator/seller, its parent bank or the parent bank’ssubsidiaries/affiliates or vice versa:Provided, finally, That such entity actingas trustee may not designate its subsidiaries/affiliates, its parent or the parent’ssubsidiaries/affiliates as servicer or viceversa.Manual of Regulations for Non-Bank Financial Institutions Q RegulationsPart VI - Page 13