13.07.2015 Views

Trafigura Securitisation Finance PLC - Standard and Poor's 17g-7

Trafigura Securitisation Finance PLC - Standard and Poor's 17g-7

Trafigura Securitisation Finance PLC - Standard and Poor's 17g-7

SHOW MORE
SHOW LESS
  • No tags were found...

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

EMEA ABS (English)<strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>Trafigura</strong> <strong>Securitisation</strong> <strong>Finance</strong> <strong>PLC</strong>authorisations have been obtainedapplicable laws, rules, regulations or binding orders<strong>and</strong> neither the Seller nor any Originator from whichthe Seller may have purchased the Receivable has<strong>and</strong>, so far as the Seller is aware no other party toany <strong>Trafigura</strong> Sale Transaction Contract relating tothe Receivable has, contravened any such law, rule,regulation or binding order in any material respect;12 Eligibility Criteria. The Receivable complies with the[eligibility criteria].13 Payment Delinquency. The Receivables was overdue notmore than [#] days.(a) Eligibility Criteria: Each SelectedReceivable identified in a Offer to Sell <strong>and</strong> in aTransfer complies in all respects with the EligibilityCriteria set out in Schedule 1 on <strong>and</strong> as of thePurchase Date in respect of that SelectedReceivable, provided however, that with theexception of the representations set out inparagraph (r) of Schedule 1 <strong>and</strong> in paragraph (b)below, the Seller gives no such representation inrespect of any Payment Undertaking or anyPayment Undertaking Obligor related to any suchSelected Receivable;;Defaults: the Receivable is neither a DelinquentReceivable nor a Defaulted Receivable;14 No Termination. The Receivable is due from a Debtor whois not insolvent or bankrupt <strong>and</strong> the contract under whichthe Receivable arises has not been terminated.No Termination or Defence: the PaymentUndertaking has not been terminated or frustrated<strong>and</strong> is not subject to force majeure or any right ofrescission;(f) No Default: no event has occurred whichconstitutes, or which with the giving of notice <strong>and</strong>/orthe lapse of time <strong>and</strong>/or a relevant determinationwould constitute, a contravention of, or defaultunder, (i) any law, statute, decree, rule or regulationto which it or any of its assets or revenues is subjector of any order, judgment, injunction, decree,resolution, determination or award of any court orany judicial, administrative, or governmentalauthority or organisation which applies to it or any ofits assets or revenues; or (ii) any agreement,indenture, mortgage, deed of trust, bond, or anyother document, instrument or obligation to which itis a party or by which any of its assets or revenuesis bound or affected; or (iii) any document whichcontains or establishes its constitution; in each casebeing a contravention or default which couldreasonably be expected to have a material adverseeffect on the ability of the Originator to observe orperform its obligations under this Agreement;15 No Set-Off. The Receivable is not subject to any right ofrevocation, set-off or counter-claim or warranty claims of theDebtorst) Set-off:(i) No right of set-off, counterclaim, ordeduction has been asserted or made in respect ofthe Receivable,(ii) neither the Seller nor the relevantOriginator is aware of any circumstances whichwould give rise to any right of set-off, counterclaimor deduction in respect of the Receivable;(iii) the Receivable is not subject to anyCopyright © 2012 by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 4


EMEA ABS (English)<strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>Trafigura</strong> <strong>Securitisation</strong> <strong>Finance</strong> <strong>PLC</strong>Dilution which has been made or granted to theObligor in relation to the Receivable or any othertransaction which remains outst<strong>and</strong>ing,unless such set-off, counterclaim, deduction orDilution is fully reflected in the Face Amount of theReceivable when sold;(u) Set-Off Prohibition: the <strong>Trafigura</strong> SaleTransaction Contract relating to the Receivableexpressly prohibits the Obligor from making any setoff,counterclaim or deduction with respect to theReceivable;16 Debtor Affiliation. The Receivable is not due from a Debtorwho is either an employee, affiliate or officer of the [Seller]17 Currency. The Receivable is denominated <strong>and</strong> payable in[local currency].Excluded Receivable means, at any time, anyreceivable (other than a receivable with respect towhich a Securitised Receivable Release Event hasoccurred) (i) that is not payable in US dollars, (ii) theObligor of which is an Excluded Obligor, (iii) arisingfrom the sale of non-ferrous metals (unless TBV,TAG <strong>and</strong> PTE elect otherwise by giving prior noticeto, inter alios, the Issuer <strong>and</strong> the Programme Agent,the Programme Agent has provided its prior consent(such consent not to be unreasonably withheld) <strong>and</strong>the Rating Agencies have confirmed that the ratingsthen assigned by them to the Notes <strong>and</strong> the CPFunded Notes will not be adversely affected as aresult), (iv) originated by TAG that arise from thesale of Specified Commodities via pipeline, or (v)arising from the sale of Specified Commoditiespursuant to a contract permitting delivery viapipeline <strong>and</strong> having a payment term of less than 5days;(g) Currency: the Receivable is denominated<strong>and</strong> payable in U.S. dollars;Copyright © 2012 by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 5


EMEA ABS (English)<strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>Trafigura</strong> <strong>Securitisation</strong> <strong>Finance</strong> <strong>PLC</strong>Enforcement Mechanism(s)18 Repurchase of Receivables. In the event of a breach of anyof the warranties <strong>and</strong> representations set out in Parts [#]<strong>and</strong> [#] of Schedule [#], which could, in the reasonableopinion of the Issuer, have a Material Adverse Effect on theability of the Issuer to receive full <strong>and</strong> timely payment on therelated Purchased Receivable or the Issuer’s obligationsunder the Transaction Documents(a) if such breach is capable of remedy the relevant[Seller] shall, within the [remedy period of # days],remedy such breach, or,(b) if such breach is not capable of remedy, or, ifcapable of remedy is not remedied within the[remedy period], the relevant [Seller] shallrepurchase the relevant Purchased Receivablesaffected by such breach from the Issuer on the[monthly reporting date] following the expiration ofthe [remedy period] at a price equal to the[amount outst<strong>and</strong>ing under the Receivable].(a) If any representation or warranty setout in Part B of Schedule 2 proves to havebeen incorrect when made <strong>and</strong> remainsincorrect, or if the relevant Receivable did notexist on the Purchase Date, the Seller shall, assoon as practicable but in any event no laterthan the following Business Day, take theaction specified in Clause 11.1(b) in respect ofeach Receivable to which such breach ofrepresentation or warranty relate(s) (or whichdid not exist) (the Non ConformingReceivable).b) The Seller shall purchase from theProgramme Purchaser the Non ConformingReceivable for a price equal to (or, in the caseof a Receivable which did not or does notexist, pay to the Programme Purchaser anamount equal to) the Purchase Price of theReceivable (such price or amount beingreferred to as the Repurchase Price), <strong>and</strong> shallpay the Repurchase Price by transfer directlyto the Collection Account for value on theBusiness Day in question.19 Issuer <strong>and</strong> Trustee Indemnification. Without limiting anyother rights which the Issuer may have hereunder or underapplicable law the [Seller] shall indemnify the Issuer <strong>and</strong> theTrustee <strong>and</strong> any permitted assigns <strong>and</strong> their respectiveofficers, directors <strong>and</strong> employees (collectively, "IndemnifiedParties") from <strong>and</strong> against any <strong>and</strong> all Liabilities imposedupon, awarded against or incurred by any of them in anyaction or proceeding between [Seller] <strong>and</strong> any of theIndemnified Parties or between any of the indemnifiedParties <strong>and</strong> any third party, in each case arising out of or asa result of breach by [Seller] of any of the TransactionDocuments.20 In Particular the [Seller] shall indemnify the Purchaser <strong>and</strong>any such other person against any liability, losses <strong>and</strong>(d) Indemnity Against ClaimsThe Programme Purchaser shall not have any obligation orliability with respect to any Securitised Receivables or withrespect to any of the <strong>Trafigura</strong> Sale Transaction Contractsunder which they arise nor will the Programme Purchaserbe required to perform any of the obligations of the Sellerunder such <strong>Trafigura</strong> Sale Transaction Contracts. TheSeller will indemnify <strong>and</strong> keep indemnified, on an after Taxbasis, the Programme Purchaser <strong>and</strong> the ProgrammePurchaser Security Trustee against any cost, claim, loss,expense, liability or damages (including legal costs <strong>and</strong>out-of-pocket expenses) incurred or otherwise suffered byany of them in connection with any claim or counterclaimor action of whatsoever nature made by an Obligor or anythird party arising out of or in connection with a <strong>Trafigura</strong>Sale Transaction Contract under which a SecuritisedReceivable purchased hereunder arises or any SpecifiedCommodity which is the subject of such a <strong>Trafigura</strong> SaleTransaction Contract or Securitised Receivable (including,without limitation, any claim or counterclaim of an Obligoror third party in respect of product liability, propertydamage, personal injury, consequential loss or othersimilar claim), other than any such cost, claim, loss,expense, liability or damages arising out of or inconnection with any negligence, wilful misconduct or fraudof the Programme Purchaser or the Programme PurchaserSecurity Trustee, <strong>and</strong> the Seller undertakes to pay ondem<strong>and</strong> to the Programme Purchaser or, as the case maybe, the Programme Purchaser Security Trustee withoutany set off, deduction or withholding whatsoever theamount of any such cost, claim, loss, expense, liability ordamages so suffered or incurred.(d) Indemnity Against ClaimsThe Programme Purchaser shall not have any obligation orCopyright © 2012 by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 6


EMEA ABS (English)<strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report: <strong>Trafigura</strong> <strong>Securitisation</strong> <strong>Finance</strong> <strong>PLC</strong>damages arising from reliance on any information,representations, warranties or reports which the [Seller], orany officer thereof, has issued under this agreement or inrelation hereto or which are derived therefrom <strong>and</strong> includedin the Monthly Report <strong>and</strong> which were false, incorrect orincomplete at the time issued or deemed to be issued;liability with respect to any Securitised Receivables orwith respect to any of the <strong>Trafigura</strong> Sale TransactionContracts under which they arise nor will the ProgrammePurchaser be required to perform any of the obligations ofthe Seller under such <strong>Trafigura</strong> Sale TransactionContracts. The Seller will indemnify <strong>and</strong> keep indemnified,on an after Tax basis, the Programme Purchaser <strong>and</strong> theProgramme Purchaser Security Trustee against any cost,claim, loss, expense, liability or damages (including legalcosts <strong>and</strong> out-of-pocket expenses) incurred or otherwisesuffered by any of them in connection with any claim orcounterclaim or action of whatsoever nature made by anObligor or any third party arising out of or in connectionwith a <strong>Trafigura</strong> Sale Transaction Contract under which aSecuritised Receivable purchased hereunder arises or anySpecified Commodity which is the subject of such a<strong>Trafigura</strong> Sale Transaction Contract or SecuritisedReceivable (including, without limitation, any claim orcounterclaim of an Obligor or third party in respect ofproduct liability, property damage, personal injury,consequential loss or other similar claim), other than anysuch cost, claim, loss, expense, liability or damages arisingout of or in connection with any negligence, wilfulmisconduct or fraud of the Programme Purchaser or theProgramme Purchaser Security Trustee, <strong>and</strong> the Sellerundertakes to pay on dem<strong>and</strong> to the ProgrammePurchaser or, as the case may be, the ProgrammePurchaser Security Trustee without any set off, deductionor withholding whatsoever the amount of any such cost,claim, loss, expense, liability or damages so suffered orincurred.The language in <strong>St<strong>and</strong>ard</strong> & Poor’s Ratings Services’ <strong>17g</strong>-7 Benchmark reflects representations, warranties <strong>and</strong> enforcementmechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In orderto make the benchmarks generic, we made the following modifications. Specific article or section numbers have beenreplaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced with thebracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers oramounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more than#%’). Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural <strong>and</strong>construction equipment’ now reads as ‘financing of [type of] equipment’).This <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services <strong>17g</strong>-7 Disclosure Report is not intended to be, <strong>and</strong> may not be relied upon as, legaladvice.Copyright © 2012 by <strong>St<strong>and</strong>ard</strong> & <strong>Poor's</strong> Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 7

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!