Exhibit 4.10
CASH MANAGEMENT AGREEMENT
SCOTIABANK COVERED BOND GUARANTOR
LIMITED PARTNERSHIP,
as Guarantor
- and -
THE BANK OF NOVA SCOTIA,
as Cash Manager, GDA Provider, Seller and Servicer
- and -
COMPUTERSHARE
TRUST COMPANY OF CANADA,
as Bond Trustee
DATED AS OF JULY 19,
2013
CONTENTS
THIS CASH MANAGEMENT AGREEMENT is made as of
July 19, 2013
BETWEEN:
| (1) | SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP,
a limited partnership formed under the laws of the Province of Ontario, whose registered office is at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, 1 First ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, by its managing general partner, Scotiabank
Covered Bond GP Inc. (in its capacity as the Guarantor); |
| (2) | THE BANK OF NOVA SCOTIA, a bank named in Schedule
I to the Bank Act, whose executive office is at Scotia Plaza, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, in its capacity
as Cash Manager, GDA Provider, Seller and Servicer; and |
| (3) | COMPUTERSHARE TRUST
COMPANY OF CANADA, a trust company incorporated under the laws of Canada, whose registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, in its capacity as Bond Trustee. |
WHEREAS:
| (A) | Under the terms of the Program, the Issuer will issue Covered
Bonds from time to time on an Issue Date. |
| (B) | The net proceeds from the issuance of each Tranche of Covered
Bonds will be added to the general funds of the Issuer. |
| (C) | The Guarantor will borrow funds under the Intercompany Loan
Agreement, subject to the terms of the Intercompany Loan Agreement. |
| (D) | The Guarantor will use proceeds from the Intercompany Loan
(i) to purchase Loans and their Related Security for inclusion in the Covered Bond Collateral pursuant to the terms of the Mortgage
Sale Agreement; and/or (ii) to invest in Substitute Assets in an amount not exceeding the prescribed limit; and/or (iii) subject
to complying with the Asset Coverage Test to make Capital Distributions to the Limited Partner; and/or (iv) to make deposits of
the proceeds in the Guarantor Accounts (including, without limitation, to fund the Reserve Fund to an amount not exceeding the
prescribed limit); |
| (E) | The Guarantor has provided a guarantee pursuant to which
it has agreed to pay an amount equal to the Guaranteed Amounts when the same become Due for Payment but which would otherwise
be unpaid by the Issuer. |
| (F) | The Cash Manager will provide Cash Management Services (as
hereinafter defined) to the Guarantor and the Bond Trustee pursuant to the terms and subject to the conditions contained in this
Agreement. |
NOW THEREFORE, IT IS HEREBY AGREED
that in consideration of the mutual covenants and agreements herein set forth, the parties agree as follows:
Article 1
DEFINITIONS AND INTERPRETATION
The Master Definitions and Construction
Agreement made between the parties to the Transaction Documents on the date hereof (as the same may be amended, restated and/or
supplemented from time to time, with the consent of the parties thereto) (the “Master Definitions and Construction Agreement”)
is expressly and specifically incorporated into this Agreement and, accordingly, the expressions defined in the Master Definitions
and Construction Agreement (as so amended, restated and/or supplemented) will, except where the context otherwise requires and
save where otherwise defined herein, have the same meanings in this Agreement, including the recitals hereto and this Agreement
will be construed in accordance with the interpretation provisions set out in Section 2 of the Master Definitions and Construction
Agreement.
| (a) | For purposes of this Agreement, “this Agreement”
has the same meaning as Cash Management Agreement in the Master Definitions and Construction Agreement. |
| (b) | The parties hereto acknowledge that the Cash Manager
is performing the Cash Management Services for and on behalf of the Guarantor pursuant to the terms of this Agreement and to the
extent that anything herein is referred to as being done by the Cash Manager, such reference is deemed to include a reference
to such thing being done by the Guarantor (or the Cash Manager on its behalf). |
The Schedules attached to this Agreement
will, for all purposes of this Agreement, form an integral part of it.
Article 2
APPOINTMENT OF CASH MANAGER
From the date hereof, until termination
of this Agreement pursuant to Article 14 hereof, the Guarantor hereby appoints the Cash Manager as its lawful agent to provide
the cash management services set out in this Agreement (including without limitation Section 3.4) and in Schedule 1 and 2 hereto
(together as, the “Cash Management Services”) and the Cash Manager hereby accepts such appointment on the terms
and subject to the conditions of this Agreement. The Bond Trustee hereby consents to the appointment of the Cash Manager on the
terms and conditions set out herein.
From the date hereof until the earlier
of the termination of this Agreement pursuant to Article 14 hereof and the occurrence of an Issuer Event of Default, the Issuer
hereby appoints the
Cash Manager as its lawful agent solely for the purpose of
the preparation of Investor Reports pursuant to Section 9.4(b) and acknowledges the role of the Servicer in preparing such Investor
Reports. The Cash Manager hereby accepts such appointment on the terms and subject to the conditions of this Agreement.
| 2.2 | Duties prescribed by Transaction Documents |
For the avoidance of doubt and in connection
with the appointment made pursuant to Section 2.1 hereof, save as expressly provided elsewhere in this Agreement, nothing herein
will be construed so as to give the Cash Manager any powers, rights, authorities, directions or obligations other than as specified
in this Agreement and any other Transaction Documents.
Article 3
THE CASH MANAGEMENT SERVICES
The Cash Manager will provide the Cash
Management Services set out in this Agreement. Unless otherwise agreed by the Bond Trustee, the Cash Management Services will be
performed in the Province of Ontario and in the performance thereof the Cash Manager will not take or permit any action which would
result in any Charged Property that is personal property to be located outside of the Province of Ontario.
| 3.2 | Approvals and Authorizations |
The Cash Manager will maintain, or procure
the maintenance of, all approvals, authorizations, consents and licences required in connection with the activities of the Guarantor
that is the subject of this Agreement and will prepare and submit, or procure the preparation and submission of, on behalf of the
Guarantor, all necessary applications and requests for any further approvals, authorizations, consents or licences which may be
required in connection with the activities of the Guarantor that is the subject of this Agreement and will, so far as it is reasonably
able to do so, perform the Cash Management Services in such a way as not to prejudice the continuation of any such approvals, authorizations,
consents or licences.
| 3.3 | Compliance with Transaction Documents |
The Cash Management Services shall include
the Cash Manager using all reasonable efforts to cause the Guarantor to comply with all applicable legal requirements and with
the terms of the Transaction Documents to which the Guarantor is a party, provided always that the Cash Manager, solely in its
capacity as cash manager, shall not be required to lend or provide any sum to the Guarantor and shall have no liability whatsoever
to the Guarantor, the Bond Trustee or any other person, in its capacity as cash manager, other than to the extent arising under
this Agreement or from any failure by the Guarantor to make any payment due under any of the Transaction Documents. For greater
certainty, the foregoing shall not relieve the Bank from any failure to make or direct any payment due by the Bank under any of
the Transaction Documents, in any capacity other than as Cash Manager, including without limitation in its
capacity as Issuer, Servicer, Seller, Intercompany Loan Provider,
Interest Rate Swap Provider, Covered Bond Swap Provider or Limited Partner of the Guarantor.
| 3.4 | Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation |
Without limitation to the Cash Management
Services described elsewhere in this Agreement, the Cash Manager hereby agrees:
| (i) | on each Toronto Business Day, to determine whether the Pre-Maturity Test (as set out in the Guarantor Agreement) for each series
of Hard Bullet Covered Bonds, if any, is satisfied; |
| (ii) | to do all calculations that are required to determine whether the Guarantor is in compliance with the Asset Coverage Test on
each Calculation Date and to determine, on each Cash Flow Model Calculation Date, the Asset Percentage; |
| (iii) | following an Issuer Event of Default, to do all calculations
that are required to determine whether the Guarantor is in compliance with the Amortization Test on each Calculation Date; |
| (iv) | at any time the Cash Manager is required to do so by the
terms of the Intercompany Loan Agreement or requested to do so by the Issuer, to do all calculations which are required to determine
(a) the balances outstanding on the Guarantee Loan and the Demand Loan, and (b) compliance with the Asset Coverage Test, in accordance
with the terms of the Intercompany Loan Agreement as of the date reasonably requested or required in respect thereof; |
| (v) | to do all calculations which are required to determine
the Valuation Calculation as of each Calculation Date on or before the Toronto Business Day at least two Toronto Business Days
prior to the immediately following Guarantor Payment Date; and |
| (vi) | on or prior to each Calculation Date, to determine whether
the Guarantor is in compliance with the Prescribed Cash Limitation |
and where required in connection therewith to give any and
all notices to the Guarantor, CMHC, the Issuer and/or the Bond Trustee in the time and in the manner prescribed in the Guarantor
Agreement, the Intercompany Loan Agreement, the Security Agreement or the CMHC Guide.
Not later than fifteen days following
any Calculation Date in respect of which the Cover Pool Monitor is obliged, in accordance with Article 2 of the Cover Pool Monitor
Agreement, to conduct tests of the calculations performed by the Cash Manager or in respect of a prior Calculation Date identified
by the Cover Pool Monitor, the Cash Manager will provide the Cover Pool Monitor with the information described in Article 2 or
Article 3, as applicable, of the Cover Pool Monitor Agreement.
The Cash Manager will indemnify each
of the Guarantor and the Bond Trustee on demand for any loss, liability, claim, expense or damage suffered or incurred by either
of them in respect of the dishonesty, bad faith, wilful misconduct, negligence or reckless disregard by the Cash Manager or any
of its officers, employees or agents in carrying out its functions as Cash Manager under this Agreement or any other Transaction
Document to which the Cash Manager is a party (in its capacity as such) in relation to such functions or as a result of a breach
by the Cash Manager of any covenant, obligation, term or condition of this Agreement or any other Transaction Document to which
the Cash Manager is a party (in its capacity as such) in relation to such functions.
Article 4
PAYMENTS, ACCOUNTS, LEDGERS
| 4.1 | Establishment of Bank Accounts |
The Cash Manager hereby represents, warrants
and covenants to the Bond Trustee and Guarantor as follows:
| (a) | that the GDA Account has been established on or before the date hereof pursuant to the Bank Account
Agreement, Guaranteed Deposit Account Contract and the Security Agreement in the agreed form and will apply thereto as at the Program
Date; |
| (b) | that the Transaction Account has been established on or before the date hereof pursuant to the
Bank Account Agreement and the Security Agreement in the agreed form and will apply thereto as at the Program Date; |
| (c) | that it will use its best reasonable efforts to cause the GDA Account and the Transaction Account
to be operative as at the Program Date; |
| (d) | that it will not knowingly create or permit to subsist any Security Interest in relation to the
GDA Account or the Transaction Account, other than as created under or permitted pursuant to the terms of the Security Agreement
or any other Transaction Document; |
| (e) | that it has entered into, on or before the date hereof, the Standby Guaranteed Deposit Account
Contract and the Standby Bank Account Agreement; |
| (f) | that if one or more Rating Agencies downgrades or withdraws the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the
Account Bank, or the issuer default rating of the Account Bank, as applicable, below the Account Bank
Required Ratings (such an event an “Account Bank Ratings Downgrade”) or if the Bank Account Agreement is
otherwise terminated for any reason except pursuant to Section 7.4(a) of the Bank Account Agreement, or an Issuer Event of
Default (A) occurs and is continuing, or (B) has previously occurred and is continuing (provided that the Account Bank is the
Issuer or an Affiliate thereof), it will: |
| (i) | within two (2) Toronto Business Days: |
| A. | serve a Standby Account Bank Notice on the Standby Account Bank with a copy to the Standby GDA
Provider (if different than the Standby Account Bank); and |
| B. | subject to Section 4.1(f)(ii), establish the Standby GDA Account and the Standby Transaction Account
in accordance with the terms of the Standby Guaranteed Deposit Account Agreement and the Standby Account Agreement and cause the
amounts standing to the credit of the GDA Account held with the Account Bank to be transferred to the Standby GDA Account and the
amounts standing to the credit of the Transaction Account, if any, to be transferred to the Standby Transaction Account in each
case, promptly upon the establishment of such accounts and, in any event, within five (5) Toronto Business Days of the occurrence
of any event requiring the serving of the Standby Account Bank Notice; and |
| (ii) | to the extent required but not practicable within the five (5) Toronto Business Day period referred
to in Section 4.1(f)(i)(B), within 30 days, re-direct to the Standby GDA Account or the Standby Transaction Account, as applicable,
all payments of principal, interest and other amounts under Loans and Substitute Assets that would have otherwise been payable
to the GDA Account or the Transaction Account, as applicable (it being understood that all amounts standing to the credit of the
GDA Account held with the Account Bank must be transferred to the Standby GDA Account and the amounts standing to the credit of
the Transaction Account, if any, must be transferred to the Standby Transaction Account, in each case, within such 30 day period);
provided that during such 30 day period any such amounts received into the GDA Account or the Transaction Account, as applicable
shall be transferred or otherwise deposited to the Standby GDA Account or the Standby Transaction Account, as applicable, within
five (5) Toronto Business Days of receipt. |
| (g) | that if one or more Rating Agencies downgrades or withdraws the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the
Standby Account Bank or the issuer default rating of the Standby Account Bank, as applicable, below the Standby Account Bank Required Ratings (such an event a
“Standby Account Bank Required Ratings Downgrade”) or if the
Standby Bank Account Agreement is otherwise terminated for any reason except pursuant to Section 7.3 (Automatic Termination)
of the Standby Bank Account Agreement, it will: |
| (i) | within five (5) Toronto Business Days: |
| A. | engage a replacement Standby Account Bank with ratings by the Rating Agencies equal to or greater than each of the
Standby Account Bank Required Ratings and
enter into a new bank account agreement (the “New Standby Bank Account
Agreement”) and a new guaranteed deposit account contract (the “New Standby GDA |
Agreement”) substantially on the same terms
as the Standby Bank Account Agreement and the Standby GDA Agreement;
| B. | subject to Section 4.1(g)(ii), direct the Standby Account
Bank to transfer all funds held in the Guarantor Accounts to replacement accounts under the terms of the New Standby Bank Account
Agreement and the New Standby GDA Agreement (it being understood that all such funds must be transferred within the five (5) Toronto
Business Day period to such replacement accounts); and |
| (ii) | to the extent required but not practicable within the
five (5) Toronto Business Day period referred to in Section 4.1(g)(ii)(B) to transfer the funds held in the Guarantor Accounts
to replacement accounts under the terms of the New Standby Bank Account Agreement and the New Standby GDA Agreement, within 30
days following such occurrence, direct the Standby Account Bank to transfer all funds held in the Guarantor Accounts to replacement
accounts under the terms of the New Standby Bank Account Agreement and the New Standby GDA Agreement (it being understood that
all such funds must be transferred within the 30 day period to such replacement accounts), provided that, during such 30 day period,
any amounts received into the Guarantor Accounts shall be transferred or otherwise deposited to the replacement accounts under
the terms of the New Standby Bank Account Agreement and the New Standby GDA Agreement, as applicable, within five (5) Toronto
Business Days of receipt. |
| (a) | The Cash Manager will open and maintain in the books
or records of the Guarantor certain Ledgers to be known as: |
| (ii) | the Principal Ledger; |
| (iii) | the Reserve Ledger, if applicable; |
| (iv) | the Intercompany Loan Ledger; |
| (vi) | the Capital Account Ledgers; and |
| (vii) | the Pre-Maturity Liquidity Ledger; |
and all the foregoing Ledgers will together reflect
the aggregate of: (A) all amounts held by the Cash Manager for and on behalf of the Guarantor; (B) all amounts standing to the
credit of the GDA Account (or, as applicable, the Standby
GDA Account); and (C) all amounts invested in Substitute Assets for and on behalf of the Guarantor.
| (b) | The Cash Manager will open and maintain in the books
or records of the Guarantor the Intercompany Loan Ledger which will record amounts repaid in respect of each Advance borrowed
under the Intercompany Loan in accordance with the terms and conditions of the Intercompany Loan Agreement. |
| (c) | The Cash Manager will make credits and debits to the
Ledgers in accordance with Schedule 2 (Cash Management and Maintenance of Ledgers)
hereto. |
| (d) | Without limiting any other provision, it will hold all
cash solely in the Guarantor Accounts on a segregated basis and will not commingle with other funds. |
| (a) | Subject to Section 4.3(b) below, the Cash Manager is
hereby authorized to collect, receive and hold the following amounts for and on behalf of the Guarantor and the Bond Trustee: |
| (ii) | all Principal Receipts; |
| (iii) | all Cash Capital Contributions; |
| (iv) | all amounts received by the Guarantor pursuant to the
Interest Rate Swap Agreement; and any other amounts whatsoever received by or on behalf of the Guarantor after the date hereof
(including, without limitation, the proceeds of any Advances made to the Guarantor under the Intercompany Loan where such proceeds
have not been applied to acquire Loans and their Related Security, fund Additional Advances in respect of Loans sold by the Seller
to the Guarantor, invest in Substitute Assets or make a Capital Distribution pursuant to the terms of the Guarantor Agreement). |
| (b) | The Cash Manager will cause all transfers, payments and/or withdrawals, as applicable, of amounts held by the Cash Manager
for and on behalf of the Guarantor and the Bond Trustee and amounts standing to the credit of the Transaction Account (or, as applicable,
the Standby Transaction Account) and the GDA Account (or, as applicable, the Standby GDA Account) to be made in accordance with
the provisions of this Agreement and any other Transaction Documents. |
| (c) | The Cash Manager will procure that: |
| (i) | amounts received by the Guarantor under the Interest Rate
Swap are promptly paid into the GDA Account (or, as applicable, the Standby GDA Account); and |
| (ii) | amounts payable by the Guarantor under the Interest Rate
Swap are promptly paid from the GDA Account (or, as applicable, the Standby GDA Account). |
| (d) | The Cash Manager will procure that all interest earned
on the Guarantor Accounts and all investment proceeds from any Substitute Assets purchased from amounts standing to the credit
of the GDA Account (or, as applicable, the Standby GDA Account), are promptly credited to the GDA Account (or, as applicable,
the Standby GDA Account). |
| (e) | The Cash Manager will procure that the proceeds of each
Advance under the Intercompany Loan are applied in accordance with the Intercompany Loan Agreement and any other Transaction Documents. |
| (f) | Each of the payments into the GDA Account (or, as applicable,
the Standby GDA Account) will be made forthwith upon receipt by the Guarantor (or the Cash Manager on its behalf) of the amount
in question. |
| (g) | For the avoidance of doubt, as soon as reasonably practicable
after becoming aware of the same, the Cash Manager will withdraw funds from any Guarantor Account if and to the extent that such
funds were credited thereto in error and will use its commercially reasonable endeavours to ensure that such funds are applied
correctly thereafter. |
| (h) | The Cash Manager will promptly notify each of the Guarantor
and the Bond Trustee of any additional account permitted by the Transaction Documents which supplements or replaces any of the
Guarantor Accounts and each of the parties hereto agrees to make any amendments to this Agreement that are required as a result
of the establishment of any supplemental account. |
| (i) | Each of the Cash Manager and the Guarantor undertakes
that, so far as it is able to procure the same, each of the Guarantor Accounts and all instructions and any applicable Mandate
in relation thereto will continue to be operative and will not, save as permitted pursuant to the Bank Account Agreement, be changed
without the prior written consent of the Bond Trustee (such consent not to be unreasonably withheld or delayed provided that each
supplemental or replacement account will be subject at all times to a valid, perfected and first priority Security Interest in
favour of the Bond Trustee on substantially the same terms as the security over the Guarantor Accounts granted to the Bond Trustee
pursuant to the Security Agreement). For the avoidance of doubt, the Cash Manager may change the authorized signatories in respect
of any instructions or any applicable Mandate relating to the Guarantor Accounts, without the prior written consent of the Bond
Trustee, in accordance with Section 3.2 of the Bank Account Agreement. |
| (j) | Prior to (i) a Rating Agency withdrawing or downgrading the issuer default
rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash |
Management Deposit Rating, or (ii) a Covered Bond Swap
Effective Date, funds held by the Cash Manager for or on behalf of the Guarantor will be used to make payments on or before the
next following Guarantor Payment Date in accordance with Article 6 of the Guarantor Agreement and following any such payments to
be made on the Guarantor Payment Date any remaining amounts held by the Cash Manager for or on behalf of the Guarantor will be
deposited in the GDA Account (or the Standby GDA Account, as applicable).
| (k) | At any time following a Rating Agency withdrawing or downgrading the issuer
default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash Management Deposit Rating, the Cash Manager will be required to direct the Servicer
to deposit all Revenue Receipts and all Principal Receipts received by the Servicer directly into the GDA Account (or, as applicable,
the Standby GDA Account) within the applicable time period specified for such deposit by the Servicer in accordance with the terms
of the Servicing Agreement. |
The Cash Manager may make withdrawals:
| (a) | on behalf of the Guarantor from the GDA Account (or,
as applicable, the Standby GDA Account), but only: |
| (i) | if the Account Bank (or, as applicable, the Standby Account
Bank) has confirmed to the Cash Manager that there are sufficient amounts standing to the credit of the GDA Account (or, as applicable,
the Standby GDA Account) to make such withdrawal on such date; |
| (ii) | for payment of the funds to the Transaction Account (or,
as applicable, the Standby Transaction Account) and application thereof in accordance with the applicable Priorities of Payments
or in accordance with Schedule 2 (Cash Management and Maintenance of Ledgers) hereto or otherwise in accordance with the Transaction
Documents; and |
| (iii) | until the occurrence of a Guarantor Event of Default and
service of a Guarantor Acceleration Notice on the Guarantor of which the Cash Manager has received notice; |
| (b) | on behalf of the Guarantor from the Transaction Account
(or, as applicable, the Standby Transaction Account) for application in accordance with the applicable Priorities of Payments
and in accordance with Schedule 2 (Cash Management and Maintenance of Ledgers) hereto or otherwise in accordance with any other
Transaction Documents, but only until the occurrence of a Guarantor Event of Default and service of a Guarantor Acceleration Notice
on the Guarantor of which the Cash Manager has received notice; and |
| (c) | solely upon the direction of the Bond Trustee in accordance
with the Security Agreement, from the GDA Account (or, as applicable, the Standby GDA Account) and the Transaction Account (or,
as applicable, the Standby Transaction Account) following the occurrence of a Guarantor Event of Default and service of a Guarantor
Acceleration Notice on the Guarantor of which the Cash Manager has received notice, |
but will not in carrying out its
functions as Cash Manager under this Agreement otherwise make withdrawals from the Guarantor Accounts.
| 4.5 | Bank Account Statements |
The Cash Manager will take all reasonable
steps to ensure that it receives a monthly bank statement from the Account Bank (or, as applicable, the Standby Account Bank) in
relation to each of the Guarantor Accounts and that it furnishes a copy of such statements to the Guarantor and the Bond Trustee.
| 4.6 | Payments to Paying Agents |
Each of the Bond Trustee and the Guarantor
agree that all amounts payable by the Covered Bond Swap Provider to the Guarantor under the Covered Bond Swap Agreement and in
accordance with the applicable Priorities of Payments, will be paid directly to the Paying Agents, and the Guarantor (or the Cash
Manager on its behalf) will direct the Covered Bond Swap Provider accordingly.
Amounts (if any) held by the Cash Manager
for and on behalf of the Guarantor or standing to the credit of the Transaction Account (or, as applicable, the Standby Transaction
Account) which are not required to be applied in accordance with paragraphs (a) to (i) of the Pre-Acceleration Revenue Priority
of Payments or paragraphs (a) to (f) of the Pre-Acceleration Principal Priority of Payments will, if applicable, be deposited by
the Cash Manager and, in each case be credited to the appropriate ledger in the GDA Account on the Guarantor Payment Date.
Article 5
THIRD PARTY AMOUNTS
The Cash Manager will withdraw any Third
Party Amounts received by the Guarantor and standing to the credit of a Guarantor Account and pay the same to the Seller provided
that there are sufficient amounts standing to the credit of the relevant Guarantor Account to meet such payment. Third Party Amounts
due to the Seller will be paid by wire transfer to such account as may be specified by the Seller from time to time, promptly following
a request for such withdrawal being received from the Seller. The Seller will pay such Third Party Amounts to the relevant third
party.
Article 6
Interest Rate Swap Agreement
The Cash Manager will determine, in accordance
with the terms of the Interest Rate Swap Agreement, the Receipt Ratio and the Average Loan Balance (each as defined in the Interest
Rate Swap Agreement) in respect of the relevant Calculation Period and will notify the Guarantor and the Bond Trustee of such amounts
and balances on the Toronto Business Day that is at least two days prior to the first Guarantor Payment Date following the relevant
Calculation Period.
| 6.2 | Termination of the Interest Rate Swap Agreement |
If on or prior to the repayment in full
of the final Tranche of the Covered Bonds then outstanding, the Interest Rate Swap Agreement is terminated other than as a result
of an Event of Default (as defined in the Interest Rate Swap Agreement) where the Guarantor is the Defaulting Party (as defined
in the Interest Rate Swap Agreement) or the delivery of a Guarantor Acceleration Notice to the Guarantor of which the Cash Manager
has received notice or a partial termination of the Interest Rate Swap Agreement as a result of a sale of Loans and their Related
Security by the Guarantor, then the Cash Manager (on behalf of the Guarantor) will enter into one or more new swaps with one or
more third party swap provider(s) and the Bond Trustee, to hedge the risks being hedged under the terms of the Interest Rate Swap
Agreement; provided that at any time that the Guarantor is Independently Controlled and Governed, the Guarantor shall have the
discretion to refrain from hedging such risks. The Cash Manager may apply any termination payment received in respect of the foregoing
from the Interest Rate Swap Provider for such purpose in accordance with Article 6 (Priorities of Payment) of the Guarantor Agreement.
Article 7
covered bond swap agreement
Following the Covered Bond Swap Effective
Date, the Cash Manager will determine, in accordance with the terms of the Covered Bond Swap Agreement, in respect of the relevant
Calculation Period, the amount of principal payments to be made with respect to the Covered Bonds and will notify the Guarantor
and the Bond Trustee of such amounts, balances and rates on the Toronto Business Day that is at least two days prior to the first
Guarantor Payment Date following the relevant Calculation Period.
| 7.2 | Termination of the Covered Bond Swap Agreement |
If the Covered Bond Swap Agreement is
terminated in respect of any Tranche of Covered Bonds on or prior to the repayment in full of such Tranche of Covered Bonds (other
than as a result of an Event of Default (as defined in the Covered Bond Swap Agreement) where the Guarantor is the Defaulting Party
(as defined in the Covered Bond Swap Agreement)) or the delivery of a Guarantor Acceleration Notice to the Guarantor or a partial
termination of the
Covered Bond Swap Agreement as a result of a sale of Loans
and their Related Security by the Guarantor, then the Cash Manager (on behalf of the Guarantor and the Bond Trustee) will enter
into a new swap to hedge the risks being hedged under the terms of the Covered Bond Swap Agreement; provided that at any time that
the Guarantor is Independently Controlled and Governed, the Guarantor shall have the discretion to refrain from hedging such risks.
The Cash Manager may apply any termination payment received in respect of the foregoing from the Covered Bond Swap Provider pursuant
to the Covered Bond Swap Agreement for such purpose in accordance with Article 6 (Priorities of Payment) of the Guarantor Agreement.
Article 8
NO LIABILITY
| (a) | Save as otherwise provided in this Agreement, the Cash
Manager will have no liability for the obligations of the Guarantor, the Bond Trustee and/or any other Person under any other
Transaction Document or otherwise and nothing herein will constitute a guarantee, indemnity or similar obligation by or of the
Cash Manager of or in relation to the obligations of either the Guarantor, the Bond Trustee and/or any other Person under any
other Transaction Document. |
| (b) | For greater certainty, the Cash Manager will not be
liable in respect of any loss, liability, claim, expense or damage suffered or incurred by the Guarantor, the Bond Trustee and/or
any other Person as a result of the proper performance of the Cash Management Services by the Cash Manager save to the extent
that such loss, liability, claim, expense or damage is suffered or incurred as a result of any dishonesty, bad faith, wilful misconduct,
negligence or reckless disregard by the Cash Manager or any of its officers, employees or agents or as a result of a breach by
the Cash Manager of any covenant, obligation, term or condition of this Agreement or any other Transaction Document to which the
Cash Manager is a party (in its capacity as such) in relation to such functions. |
Article 9
INFORMATION
| (a) | The Cash Manager represents and warrants that at the
date hereof in respect of the software that is to be used by the Cash Manager in providing the Cash Management Services it has
in place all necessary licences and/or consents from the respective licensor or licensors (if any) of such software. |
| (b) | The Cash Manager undertakes that it will for the duration
of this Agreement, use commercially reasonable endeavours to: |
| (i) | ensure that the licences and/or consents referred to in
paragraph (a) are maintained in full force and effect; and |
| (ii) | except in so far as it would breach any other of its legal
obligations, grant to any Person to whom it may sub-contract or delegate the performance of all or any of its powers and obligations
under this Agreement and/or to such Person as the Guarantor elects as a substitute cash manager (a “Substitute Cash Manager”)
in accordance with the terms of this Agreement a licence to use any proprietary software together with any updates which may be
made thereto from time to time. |
| (c) | The Cash Manager will use all commercially reasonable
efforts to maintain in working order the information technology systems used by the Cash Manager in providing the Cash Management
Services. |
| (d) | The Cash Manager will pass to any Person to whom it
may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement and/or to such Person
as the Guarantor and the Bond Trustee may select as a Substitute Cash Manager in accordance with the terms of this Agreement the
benefit of any warranties in relation to the software insofar as the same are capable of assignment. |
| 9.2 | Access to Books and/or Records |
Subject to all applicable laws, the Cash
Manager will permit the Auditors, the Bond Trustee, the Custodian and any other Person nominated by the Bond Trustee or the Guarantor
(in each case, to whom the Cash Manager has no reasonable objection) at any time during normal office hours upon reasonable notice
to have access, or procure that such Person or Persons are granted access, to all books, records and accounts relating to the Cash
Management Services provided by the Cash Manager and related matters in accordance with this Agreement.
The Cash Manager will use commercially
reasonable efforts, on behalf of the Guarantor, to prepare or cause to be prepared and filed all reports, annual returns, financial
statements, statutory forms and other returns which the Guarantor is required by Law (including the CMHC Guide) or any regulatory
authority having jurisdiction to prepare and file. If directed by the Guarantor, or requested by the Bond Trustee and consented
to by the Guarantor (in its sole discretion), the Cash Manager will cause such accounts to be audited by the auditor appointed
by the Guarantor in accordance with the terms of the Guarantor Agreement, and will procure so far as it is able so to do that the
auditor will make a report thereon and copies of all such documents will be delivered to the Guarantor and the Bond Trustee as
soon as practicable after the end of each accounting reference period of the Guarantor.
| (a) | With the assistance of the Issuer, the Cash Manager
will establish and maintain a website for the Program (the “Program Website”) in accordance with, and the Cash
Manager will post on the Program Website all information concerning the Program required by, the applicable requirements of the
CMHC Guide. |
| (b) | Within 15 Toronto Business Days after the end of each
month following the later of (i) the Program Date, and (ii) the First Issue Date, with the assistance of the Servicer, the Cash
Manager will, prior to the occurrence of an Issuer Event of Default, on behalf of the Issuer, and following the occurrence of
an Issuer Event of Default, on behalf of the Guarantor, prepare and provide the Guarantor, the Bond Trustee, the Seller and the
Rating Agencies with the Investor Report, the form of which is attached hereto as Schedule 3 (Form of Investor Report), and, in
the case of each Investor Report other than the Investor Report prepared in respect of the First Issue Date, make available on
the Program Website. The Investor Report prepared in respect of the First Issue Date may be prepared on a pro forma basis
(assuming an offering size). |
| (c) | The Cash Manager will provide, or cause to be provided,
to the Guarantor and the Bond Trustee copies of any annual returns or financial statements referred to in Section 9.3 as soon
as reasonably practicable after the preparation thereof. |
| (d) | The Cash Manager will (i) notify the Rating Agencies,
CMHC and the Bond Trustee in writing as soon as reasonably practicable of the details of any material amendment to the Transaction
Documents, of which the Cash Manager has notice, and (ii) provide the Rating Agencies, CMHC and/or Bond Trustee, as applicable,
any other information relating to the Cash Manager, solely in its capacity as Cash Manager and in connection with its obligations
under this Agreement, as the Rating Agencies and/or the Bond Trustee may reasonably request, provided that the Bond Trustee will
not make such a request more than once every three months unless, in the reasonable belief of the Bond Trustee, an Issuer Event
of Default or Potential Issuer Event of Default or a Guarantor Event of Default or Potential Guarantor Event of Default or a Cash
Manager Termination Event (as defined in Section 14.1 hereof) has occurred and is continuing, and provided further that such request
does not adversely and unreasonably interfere with the Cash Manager's day-to-day provision of the Cash Management Services under
the terms of this Agreement. |
| (e) | The Cash Manager will, at the request of the Bond Trustee,
furnish the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition
as it may be reasonable for the Bond Trustee to request in connection with this Agreement, provided that such request does not
adversely interfere with the Cash Manager's day-to-day provision of the Cash Management Services under the terms of this Agreement. |
| 9.5 | Notice of Events of Default and Cash Manager Termination Event |
The Cash Manager will deliver to the
Guarantor, the Bond Trustee, CMHC and the Rating Agencies as soon as reasonably practicable thereafter, but in any event within
three Toronto Business Days of becoming aware thereof, notice of any:
| (a) | Cash Manager Termination Event or any event which, with
the lapse of time and/or the issue, making or giving of any notice, certification, declaration, demand, |
determination and/or request and/or
the taking of any similar action and/or the fulfilment of any similar condition, would constitute a Cash Manager Termination Event;
| (b) | Issuer Event of Default or Potential Issuer Event of Default; or |
| (c) | Guarantor Event of Default or any Potential Guarantor Event of Default. |
| 9.6 | Notification under Mortgage Sale Agreement |
The Cash Manager will notify the Guarantor
and the Bond Trustee if it is aware that the purchase of any Loans and their Related Security on a Transfer Date would result in
a downgrade or a withdrawal of the then current ratings of the Covered Bonds by any of the Rating Agencies.
Article 10
REMUNERATION
| (a) | Subject to paragraph (b)
below, the Cash Manager will perform the Cash Management Services at no additional cost to the Guarantor and will not be entitled
to compensation or reimbursement for performance of the Cash Management Services. |
| (b) | If the Cash Manager is replaced by a Substitute Cash
Manager that is not a member of the Scotiabank Group, such Substitute Cash Manager will be paid a cash management fee which will
be agreed in writing between the Guarantor and such Substitute Cash Manager from time to time. |
| (c) | Unless and until otherwise agreed by the Guarantor and
the Substitute Cash Manager in writing, the Guarantor is solely responsible for paying the cash management fee to the Substitute
Cash Manager which is referred to in paragraph (b) above. |
The cash management fee referred to in
Article 10 (Remuneration) hereof, plus GST due thereon, will be paid to the Substitute Cash Manager, where applicable, in
arrears on each Guarantor Payment Date in the manner contemplated by and in accordance with the provisions of the applicable Priorities
of Payments.
Article 11
COSTS AND EXPENSES
Subject to and in accordance with the
applicable Priorities of Payments and subject to Section 12.1(d), the Guarantor will on each Guarantor Payment Date reimburse the
Cash Manager for all costs, expenses and charges (together with any applicable Taxes, due thereon) properly incurred by the Cash
Manager in the performance of the Cash Management Services including any such costs, expenses or charges not reimbursed to the
Cash Manager on any previous Guarantor Payment Date, and the Cash Manager will supply the Guarantor with an appropriate invoice
with respect to such Taxes issued by it, or, if the Cash Manager has treated the relevant cost, expense or charge as a disbursement
for GST purposes, by the Person making the supply.
Unless and until otherwise agreed by the
Guarantor and the Cash Manager in writing, the Guarantor will be solely responsible for reimbursing the Cash Manager for the out-of-pocket
costs, expenses and charges referred to in Article 11 (Costs and Expenses) hereof.
Article 12
representations, warranties and COVENANTS OF CASH MANAGER
| 12.1 | Representations, Warranties and Covenants |
The Cash Manager hereby represents and
warrants to, and covenants with, each of the Guarantor and the Bond Trustee that without prejudice to any of its specific obligations
hereunder:
| (a) | it will exercise and carry out its powers and obligations
under this Agreement solely in the best interests of the Guarantor and the Bond Trustee, and in connection therewith, it will
devote the degree of care, diligence and skill that a reasonable and prudent person would exercise in comparable circumstances; |
| (b) | it will comply with any proper directions, orders and
instructions which the Guarantor or the Bond Trustee may from time to time give to it in accordance with the provisions of this
Agreement and, in the event of any conflict, those of the Bond Trustee will prevail; |
| (c) | it will keep in force all licences, approvals, authorizations
and consents which may be necessary in connection with the performance of the Cash Management Services and prepare and submit
all necessary applications and requests for any further approval, authorization, consent or licence required in connection with
the performance of the Cash Management Services; |
| (d) | save as otherwise agreed with the Guarantor and the
Bond Trustee, it will provide free of charge to the Guarantor during normal office hours space, facilities, equipment and staff
sufficient to fulfil the obligations of the Guarantor under this Agreement; |
| (e) | it will make all payments required to be made by it
pursuant to this Agreement on the due date for payment thereof for value on such day without set-off (including, without limitation,
in respect of any fees owed to it), abatement, deduction or counterclaim; |
| (f) | it will not, in its capacity as Cash Manager, without
the prior written consent of the Bond Trustee (such consent not to be unreasonably withheld or delayed) and subject to any restrictions
under other Transaction Documents and the CMHC Guide, agree to any amendments to or termination of any of the Transaction Documents,
to which it is a party in its capacity as Cash Manager, save in accordance with their terms; |
| (g) | it possesses the necessary experience, qualifications,
facilities and other resources to perform its responsibilities in relation to its duties and obligations hereunder and the other
Transaction Documents to which it is a party; |
| (h) | it is and will continue to be in regulatory good standing
and in material compliance with and under all Laws applicable to its duties and obligations hereunder and the other Transaction
Documents to which it is a party; |
| (i) | it is and will continue to be in material compliance
with its internal policies and procedures (including risk management policies) relevant to its duties and obligations hereunder
and the other Transaction Documents to which it is a party; |
| (j) | it will exercise reasonable skill and care in the performance
of its obligations hereunder and the other Transaction Documents to which it is a party; |
| (k) | it will comply with the CMHC Guide and all material
legal and regulatory requirements applicable to the conduct of its business so that it can lawfully attend to the performance
of its obligations hereunder and the other Transaction Documents to which it is a party; and |
| (l) | the unsecured, unsubordinated and unguaranteed debt obligations or the issuer default rating, as applicable, of the Cash
Manager rated by each of the Rating Agencies are at or above each of the Cash Manager Required Ratings. |
| 12.2 | Duration of Covenants |
The covenants of the Cash Manager in
Section 12.1 hereof will remain in force until this Agreement is terminated but without
prejudice to any right or remedy of the Guarantor and/or the Bond Trustee arising from breach of any such covenant prior to the
date of termination of this Agreement.
The Cash Manager undertakes to notify
the Guarantor and the Bond Trustee immediately if, at any time during the term of this Agreement, any of the statements contained
in Section 12.1 ceases to be true. The representations, warranties and covenants set out in Section 12.1 will survive the signing
and delivery of this Agreement.
Article 13
SERVICES NON-EXCLUSIVE
| 13.1 | Services Non-Exclusive |
Nothing in this Agreement will prevent
the Cash Manager from rendering or performing services similar to those provided for in this Agreement to or for itself or other
Persons, or from carrying on business similar to or in competition with the activities of the Guarantor, or the business of the
Bond Trustee or any other Person party to any Transaction Document to which the Cash Manager is a party.
Article 14
TERMINATION
| 14.1 | Cash Manager Termination Events |
| (a) | If any of the following events (each a “Cash
Manager Termination Event”) occurs: |
| (i) | the Cash Manager defaults in the payment on the due date
of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4
hereof and such default continues unremedied for a period of five (5) Toronto Business Days after the Cash Manager becoming aware
of such default; or |
| (ii) | the Cash Manager defaults in the performance or observance
of any of its other covenants and obligations under this Agreement, or any representation or warranty of the Cash Manager is incorrect
and such default continues unremedied for a period of thirty (30) days after the Cash Manager becoming aware of such default or
misrepresentation; or |
| (iii) | an Insolvency Event occurs in respect of the Cash Manager; |
| (iv) | a Rating Agency downgrading or withdrawing the issuer default rating or the
ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as applicable, below the Cash Manager Required Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of
its obligations under this Agreement from a credit support provider whose unsecured, unguaranteed |
and unsubordinated debt ratings and
issuer default ratings, as applicable, meet the requirements of the relevant Rating Agencies (including the Cash Manager
Required Ratings) within thirty (30) Toronto Business Days of the first downgrade below any of the Cash Manager Required
Ratings); or
| (v) | an Issuer Event of Default (A) occurs and is continuing,
or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed (provided
that the Cash Manager is the Issuer or an Affiliate thereof), |
then the Guarantor and/or the Bond Trustee (x) may
at once or at any time thereafter while such default continues by notice in writing to the Cash Manager, or (y) in the case of
an occurrence of a Cash Manager Termination Event described in paragraph 14.1(a)(iv) above at any time that the Guarantor is not
Independently Controlled and Governed, shall, terminate its appointment as Cash Manager under this Agreement with effect from a
date (not earlier than the date of the notice) specified in the notice; provided that any termination resulting from the occurrence
of a Cash Manager Termination Event described in paragraph 14.1(a)(ii) above in respect of the Cash Manager’s default in
the performance or observance of any of its covenants and obligations under this Agreement shall be subject to the consent of the
Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that such termination would be materially
prejudicial to the interests of the Covered Bondholders.
| (b) | Upon the occurrence of a Cash Manager Termination Event
described in paragraph 14.1(a)(iv) that is cured as provided for therein, the Guarantor shall forthwith notify CMHC of the identity
of the guarantor of the Cash Manager’s obligations and the ratings by each of the Rating Agencies of the short-term, unsecured,
unsubordinated and unguaranteed debt obligations of such guarantor or its issuer default rating, as applicable. |
| (c) | Upon termination of the appointment of the Cash Manager
pursuant to this Section 14.1, the Guarantor will use commercially reasonable efforts to appoint a Substitute Cash Manager
(but will have no liability to any Person in the event that, having used commercially reasonable endeavours, it is unable to appoint
a Substitute Cash Manager). |
| (d) | Any Substitute Cash Manager: |
| (i) | must agree to enter into an agreement substantially on
the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Guarantor and the Bond
Trustee; |
| (ii) | must have cash management experience and is subject to
the prior written approval of the Guarantor and the Bond Trustee (such consent not to be unreasonably withheld, delayed or made
subject to conditions); and |
| (iii) | must be a party with respect to which the Rating Agency Condition
has been satisfied. |
| 14.2 | Resignation of Cash Manager |
The Cash Manager may resign and terminate
its appointment as Cash Manager under this Agreement upon the expiry of not less than 12 months' notice of termination given by
the Cash Manager to the Guarantor and the Bond Trustee (or such shorter time as may be agreed between the Cash Manager, the Guarantor
and the Bond Trustee) provided that:
| (a) | a Substitute Cash Manager will be appointed, such appointment
to be effective not later than the date of such resignation; |
| (b) | such Substitute Cash Manager has cash management experience
and is approved by each of the Guarantor and the Bond Trustee; |
| (c) | the Substitute Cash Manager enters into an agreement substantially
on the same terms as the relevant provisions of this Agreement (or on such terms as are satisfactory to the Guarantor and the
Bond Trustee) and the Cash Manager will not be released from its obligations under the relevant provisions of this Agreement until
such Substitute Cash Manager has entered into such new agreement and the rights of the Guarantor under such agreement are charged
in favour of the Bond Trustee on terms satisfactory to the Bond Trustee; and |
| (d) | the Rating Agency Condition has been satisfied with respect
to such resignation and the appointment of the Substitute Cash Manager, unless otherwise agreed by an Extraordinary Resolution
of the Covered Bondholders. |
| 14.3 | Effect of Termination or Resignation |
| (a) | On and after termination of the appointment or resignation
of the Cash Manager under this Agreement pursuant to this Article 14, all authority and power of the Cash Manager under this
Agreement will be terminated and be of no further effect and the Cash Manager will not thereafter hold itself out in any way as
the agent of the Guarantor pursuant to this Agreement. |
| (b) | Upon termination of the appointment or resignation of
the Cash Manager under this Agreement pursuant to this Article 14, the Cash Manager will: |
| (i) | forthwith deliver (and in the meantime hold on trust
for, and to the order of, the Guarantor or the Bond Trustee, as the case may be) to the Guarantor or the Bond Trustee, as the
case may be, or as the Guarantor or the Bond Trustee will direct (and in the event of a conflict between directions from the Guarantor
and directions from the Bond Trustee, the directions of the Bond Trustee will prevail), all books of account, papers, records,
registers, correspondence and documents in its possession or under its control relating to the affairs of or belongings of the
Guarantor or the Bond Trustee, as the case may be (if practicable, on the date of receipt), any funds then held by the Cash Manager
on behalf of the Guarantor or the Bond Trustee and any other assets of the Guarantor and the Bond Trustee; |
| (ii) | take such further action as the Guarantor or the Bond
Trustee, as the case may be, may reasonably direct at the expense of the Cash Manager (including in relation to the appointment
of a Substitute Cash Manager), provided that the Guarantor or the Bond Trustee, as the case may be, will not be required to take
or direct to be taken such further action unless it has been indemnified to its satisfaction (and in the event of a conflict between
the directions of the Guarantor and the directions of the Bond Trustee, the directions of the Bond Trustee will prevail); |
| (iii) | provide all relevant information contained on computer
records in the form of a flat file and/or upon electronic media (including, but not limited to, CD-ROM) together with details
of the layout of the files set out in such flat file and/or such electronic media; and |
| (iv) | co-operate and consult with and assist the Guarantor or
the Bond Trustee or its nominee, as the case may be (which will, for the avoidance of doubt, include any Receiver appointed by
it), for the purposes of explaining the file layouts and the format of the flat file/electronic media containing such computer
records on the computer system of the Guarantor or the Bond Trustee or such nominee, as the case may be. |
| 14.4 | General Provisions Relating to Termination or Resignation |
| (a) | Termination of this Agreement, the termination or resignation
of the Cash Manager and/or the appointment of a Substitute Cash Manager under this Agreement will be without prejudice to the
liabilities of the Guarantor and the Bond Trustee to the Cash Manager or vice versa incurred before the date of such termination.
No Cash Manager will have any right of set-off or any lien in respect of such amounts against amounts held by it on behalf of
the Guarantor or the Bond Trustee. |
| (b) | This Agreement, except as otherwise agreed between the
Guarantor and the Cash Manager, and consented to by the Bond Trustee, will terminate automatically at such time as the Guarantor's
obligations under the Covered Bond Guarantee have been discharged and the Charged Property constituted by the Security Agreement
has been released. |
| (c) | On termination of the appointment of the Cash Manager
or resignation of the Cash Manager under the provisions of this Article 14, the Cash Manager will be entitled to receive
all fees and other funds accrued up to (but excluding) the date of termination or resignation but will not be entitled to any
other or further compensation. Such funds so receivable by the Cash Manager solely in its capacity as cash manager, will be paid
by the Guarantor, on the dates on which they would otherwise have fallen due hereunder and under the terms of the Guarantor Agreement
and the Security Agreement. For the avoidance of doubt, such termination or resignation will not affect the Bank's rights to receive |
payment of all amounts (if any) due to it from the Guarantor
other than in its capacity as cash manager under this Agreement.
| (d) | Any provision of this Agreement which is stated to continue
after termination of the Agreement will remain in full force and effect notwithstanding any termination of this Agreement. |
| (e) | Upon any termination or resignation of the Cash Manager
hereunder, the Guarantor shall provide notice to CMHC of such termination or resignation and of the Cash Manager’s replacement
contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice
of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders, and (iii)
five (5) Toronto Business Days following such termination or resignation and replacement (unless the replacement Cash Manager
has yet to be identified at that time, in which case notice of the replacement Cash Manager may be provided no later than ten
(10) Toronto Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation
of the Cash Manager, all information relating to the replacement Cash Manager required by the CMHC Guide and the new agreement
or revised and amended copy of this Agreement to be entered into with the replacement Cash Manager. |
Article 15
FURTHER ASSURANCE, NO SET-OFF
The parties hereto agree that they will
co-operate fully to do all such further acts and things and execute any further documents as may be necessary or desirable to give
full effect to the arrangements contemplated by this Agreement.
Without prejudice to the generality of
Section 15.1 above, the Guarantor will upon request by the Cash Manager forthwith give
to the Cash Manager such further powers of attorney or other written authorizations, mandates or instruments as are necessary to
enable the Cash Manager to perform the Cash Management Services.
The Bank, as Cash Manager, as Seller,
as Servicer and as GDA Provider agrees that it will not:
| (a) | set-off or purport to set-off any amount which the Guarantor
is or will become obliged to pay to it under this Agreement or any other Transaction Document against any amount from time to
time standing to the credit of or to be credited to |
any of the Guarantor Accounts or any replacement or additional
bank account of the Guarantor; or
| (b) | make or exercise any claims or demands, any rights of
counterclaim or any other equities against or withhold payment of any and all sums of money which may at any time and from time
to time be standing to the credit of any of the Guarantor Accounts or any replacement of additional bank account of the Guarantor. |
| 15.4 | Acknowledgement of Servicer and Seller |
Each of the Servicer and Seller acknowledge
the Cash Management Services to be provided by the Cash Manager and agree to provide all information and assistance reasonably
required by the Cash Manager in a timely fashion in order for the Cash Manager to comply with its obligations under this Agreement.
| 15.5 | New Sellers, New Servicers and Successor Servicers |
Each of the parties hereto agrees to
make all changes that are reasonably necessary or desirable to this Agreement following the accession of a New Seller, New Servicer
and/or Successor Servicer, as the case may be, to any one or more of the Transaction Documents.
Article 16
BOND TRUSTEE
| 16.1 | Change of Bond Trustee |
In the event that there is any change
in the identity of the Bond Trustee or an additional Bond Trustee is appointed in accordance with the Security Agreement, as the
case may be, the Cash Manager, solely in its capacity as cash manager, will execute such documents with any other parties to this
Agreement and take such actions as such new Bond Trustee may reasonably require for the purposes of vesting in such new Bond Trustee
the rights of the Bond Trustee under this Agreement and under the Security Agreement and while any of the Covered Bonds remain
outstanding will give notice thereof to the Rating Agencies.
| 16.2 | Limitation of Liability of Bond Trustee |
| (a) | For the avoidance of doubt, the Bond Trustee will, without
prejudice to the obligations of the Guarantor, as the case may be, or any Receiver appointed pursuant to the Security Agreement
in respect of such amounts, not be liable to pay any amounts due under Article 10 (Remuneration) and Article 11 (Costs
and Expenses) hereof. |
| (b) | It is hereby acknowledged and agreed that by its execution
of this Agreement the Bond Trustee will not assume or have any obligations or liabilities to the Cash Manager or the Guarantor
under this Agreement notwithstanding any provision herein and that the Bond Trustee has agreed to become a party to this Agreement
for the purpose only of taking the benefit of this Agreement and agreeing to |
amendments to this Agreement pursuant to Article 20
(Amendments, Variation and Waiver). For the avoidance of doubt, the parties to this Agreement acknowledge that the rights and obligations
of the Bond Trustee are governed by the terms of the Security Agreement. Any liberty or right which may be exercised or determination
which may be made under this Agreement by the Bond Trustee may be exercised or made in the Bond Trustee's absolute discretion,
without any obligation to give reasons therefor, and the Bond Trustee will not be responsible for any liability occasioned by so
acting, except if acting in breach of the standard of care set out in Section 11.1 of the Security Agreement.
Article 17
limitation of liability
| 17.1 | Limitation of Liability |
Scotiabank Covered Bond Guarantor Limited
Partnership is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is,
except as expressly required by law, only liable for any of its liabilities or any of its losses to the extent of the amount that
the limited partner has contributed or agreed to contribute to its capital.
Article 18
CONFIDENTIALITY
During the continuance of this Agreement
or after its termination, each of the Guarantor, the Cash Manager, the Seller, the Servicer, the GDA Provider and the Bond Trustee
(in their respective capacities) will use their best endeavours not to disclose to any Person, firm, or company whatsoever any
information relating to the business, finances or other matters of a confidential nature of any other party hereto of which it
may exclusively by virtue of being party to the Transaction Documents have become possessed and will use all reasonable endeavours
to prevent any such disclosure as aforesaid, provided however that the provisions of this Article 18 will not apply:
| (a) | to any information already known to the recipient otherwise
than as a result of entering into any of the Transaction Documents; |
| (b) | to any information subsequently received by the recipient
which it would otherwise be free to disclose; |
| (c) | to any information which is or becomes public knowledge
otherwise than as a result of the conduct of the recipient; |
| (d) | to any extent that the recipient is required to disclose
the same pursuant to and in accordance with (i) the Transaction Documents, (ii) any law or order of any court of competent jurisdiction,
(iii) any direction, request or requirement (whether or |
not having the force of law) of any central bank or any
governmental or other authority (including, without limitation, any official bank examiners or regulators), or (iv) the CMHC Guide
and the Covered Bond Legislative Framework;
| (e) | to the extent that the recipient needs to disclose the
same for determining the existence of, or declaring, an Issuer Event of Default, a Guarantor Event of Default or a Cash Manager
Termination Event, the protection or enforcement of any of its rights under any of the Transaction Documents or in connection
herewith or therewith or for the purpose of discharging, in such manner as it thinks fit, its duties under or in connection with
such agreements in each case to such Persons as require to be informed of such information for such purposes; or |
| (f) | in relation to any information disclosed to the professional
advisers of the recipient, a Purchaser of any Loans and their Related Security in accordance with the terms of the Transaction
Documents, or (in connection with the review of current ratings of any Covered Bonds issued under the Program or with a prospective
rating of any debt to be issued by the Issuer) to any Rating Agency or any prospective Substitute Cash Manager or prospective
new Bond Trustee. |
Article 19
NOTICES
Any notices to be given pursuant to this
Agreement to any of the parties hereto will be in writing and will be sufficiently served if sent by prepaid first class mail,
by hand or by e-mail or facsimile transmission and will be deemed to be given (if by facsimile transmission) when dispatched, (if
by e-mail), when confirmation of receipt is received, (if delivered by hand) on the day of delivery if delivered before 5:00 p.m.
time on a Toronto Business Day or on the next Toronto Business Day if delivered thereafter or on a day which is not a Toronto Business
Day or (if by first class mail) when it would be received in the ordinary course of the post and will be sent:
| (a) | in the case of The Bank of Nova Scotia in its capacity
as Cash Manager, Seller and Servicer, to The Bank of Nova Scotia, at its Executive Offices, Scotia Plaza, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ (facsimile number 416-945-4001) for the attention of the Managing Director, Alternate Funding, e-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇; |
| (b) | in the case of the Guarantor, to Scotiabank
Covered Bond Guarantor Limited Partnership, ▇/▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Plaza, ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ (facsimile number
416-945-4001) for the attention of Managing Director,
Alternate Funding, e-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇;
and |
| (c) | in the case of the Bond Trustee, to Computershare
Trust Company of Canada, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number 416-981-9777)
for the attention of Manager, Corporate Trust, e-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; |
or to such other physical or e-mail
address or facsimile number or for the attention of such other person or entity as may from time to time be notified by any party
to the others by written notice in accordance with the provisions of this Article 19.
Article 20
AMENDMENTS, VARIATION AND WAIVER
| 20.1 | Amendments, Variation and Waiver |
Any amendments to this Agreement will
be made only with the prior written consent of each party to this Agreement. No waiver of this Agreement will be effective unless
it is in writing and signed by (or by some Person duly authorized by) each of the parties. Each proposed amendment or waiver of
this Agreement that is considered by the Guarantor to be a material amendment or waiver will be subject to the satisfaction of
the Rating Agency Condition and the Guarantor (or the Cash Manager on its behalf) will deliver notice to the Rating Agencies of
any amendment or waiver in respect of which satisfaction of the Rating Agency Condition is not required provided that failure to
deliver such notice will not constitute a breach of the obligations of the Guarantor under this Agreement. For certainty, any amendment
to (a) a Ratings Trigger provided for in this Agreement that lowers the ratings specified therein, or (b) the consequences of breaching
a Ratings Trigger provided for in this Agreement that makes such consequences less onerous, shall be deemed to be a material amendment.
No single or partial exercise of, or failure or delay in exercising, any right under this Agreement shall constitute a waiver or
preclude any other or further exercise of that or any other right. Notwithstanding the foregoing, any amendment to this Agreement
for the purposes of addressing changes to the CMHC Guide referenced in the proviso to the definition of “Latest Valuation”
shall not require the consent of any party nor shall it require satisfaction of the Rating Agency Condition.
The Guarantor (or the Cash Manager on
its behalf) will deliver notice to CMHC from time to time of any amendment, variation or waiver with respect to which notice to
CMHC is required by the CMHC Guide, provided that failure to deliver such notice will not constitute a breach of the obligations
of the Guarantor under this Agreement.
Article 21
Non-Petition
The Cash Manager, the GDA Provider, the
Seller and the Servicer agree that they will not institute against, or join any other party in instituting against, the Guarantor,
or any general partners of the Guarantor, any bankruptcy, reorganisation, arrangement, insolvency or liquidation proceeding, or
other proceeding under any federal, provincial or foreign bankruptcy, insolvency
or similar law, for one year and one day after all Covered
Bonds have been repaid in full. The foregoing provision will survive the termination of this Agreement by any party.
Article 22
NO AGENCY OR PARTNERSHIP
| 22.1 | No Agency or Partnership |
It is hereby acknowledged and agreed
by the parties that nothing in this Agreement will be construed as giving rise to any relationship of agency, save as expressly
provided herein, or partnership between the parties and that in fulfilling its obligations hereunder, each party will be acting
entirely for its own account.
Article 23
ASSIGNMENT
Subject always to the provisions of Article
13 of the Mortgage Sale Agreement and Section 23.2 herein, no party hereto will be entitled to assign all or any part of its rights
or obligations hereunder to any other party without the prior written consent of each of the other parties hereto (which will not,
if requested, be unreasonably withheld or delayed or made subject to conditions) save that the Guarantor will be entitled to assign
whether by way of security or otherwise all or any of its rights under this Agreement and all or any of its interest in the Loans
and their Related Security without such consent to the Bond Trustee pursuant to the Security Agreement and the Bond Trustee may
at its sole discretion assign all or any of its rights under or in respect of this Agreement and all or any of its interest in
the Loans and their Related Security without such consent in exercise of its rights under the Security Agreement. If any
party assigns any of its obligations under this Agreement as permitted by this Agreement, such party will provide at least 10 Toronto
Business Days’ prior written notice of such assignment to DBRS.
| 23.2 | Assignment under Security Agreement |
The parties hereto, other than the Bond
Trustee and the Guarantor, acknowledge that on the assignment pursuant to the Security Agreement by the Guarantor to the Bond Trustee
of the Guarantor’s rights under this Agreement, the Bond Trustee may enforce such rights in the Bond Trustee’s own
name without joining the Guarantor in any such action (which right such Parties hereby waive) and such Parties hereby waive as
against the Bond Trustee any rights or equities in its favour arising from any course of dealing between one or more of such parties
and the Guarantor.
Article 24
GOVERNING LAW
This Agreement will be governed by, and
construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.
| 24.2 | Submission to Jurisdiction |
Each party to this Agreement hereby irrevocably
submits to the non-exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding arising out of or
relating to this Agreement.
Article 25
EXECUTION IN COUNTERPARTS
| 25.1 | Execution in Counterparts |
This Agreement may be executed in any
number of counterparts (manually, e-mail or by facsimile or pdf format), each of which when so executed will be deemed to be an
original and all of which when taken together will constitute one and the same agreement.
[The remainder of this page left
intentionally blank]
IN WITNESS WHEREOF the parties
hereto have executed on the day and year first before written.
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THE BANK OF NOVA SCOTIA, as Cash Manager, GDA Provider, Seller and Servicer |
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By: |
/s/ ▇▇▇ ▇▇▇▇▇ |
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Name: ▇▇▇ ▇▇▇▇▇ |
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Title: Managing Director and Head, Funding and Liquidity Management |
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SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP by its managing general partner SCOTIABANK COVERED BOND GP INC. |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: President and Secretary |
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COMPUTERSHARE TRUST COMPANY OF CANADA, as Bond Trustee |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Corporate Trust Officer |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ |
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Title: Associate Trust Officer |
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SCHEDULE 1
THE CASH MANAGEMENT SERVICES
The Cash Manager will:
| (a) | use amounts held for and on behalf of the Guarantor,
and operate the Guarantor Accounts and ensure that payments are made into and from such accounts in accordance with this Agreement
and any other applicable Transaction Document provided however that nothing herein will require the Cash Manager to make funds
available to the Guarantor to enable such payments to be made other than as expressly required by the provisions of this Agreement
and nothing herein will constitute a guarantee, indemnity or other similar obligation by or of the Cash Manager of or in relation
to all or any of the obligations of the Guarantor under any of the Transaction Documents; |
| (b) | keep any records necessary for all Taxation purposes; |
| (c) | provide accounting services, including reviewing receipts
and payments, supervising and assisting in the preparation of interim statements and final accounts and supervising and assisting
in the preparation of Tax returns; |
| (d) | on behalf of the Guarantor, provided that such funds
are at the relevant time available to the Guarantor, pay all the out-of-pocket expenses of the Guarantor, properly incurred by
the Cash Manager on behalf of the Guarantor in the performance of the Cash Manager's duties hereunder, including without limitation: |
| (i) | all Taxes which may be due or payable by the Guarantor; |
| (ii) | all registration, transfer, filing and other fees and
other charges payable in respect of the sale by the Seller of the Initial Portfolio and any Additional Loans and their Related
Security to the Guarantor; |
| (iii) | all necessary filing and other fees in compliance with
regulatory requirements; |
| (iv) | all legal and audit fees and other professional advisory
fees; |
| (v) | all communication expenses including postage, courier
and telephone charges; |
| (vi) | all premiums payable by the Guarantor in respect of any
insurance policies relating to the Loans in the Portfolio; and |
| (vii) | following the occurrence of an Issuer Event of Default
and service of a Notice to Pay on the Guarantor, all fees payable to any stock exchange on |
which the Covered Bonds are listed but only if the
Issuer has not otherwise paid those fees;
| (e) | at the written request of the Guarantor or with the
prior written consent of the Bond Trustee, invest funds standing from time to time to the credit of the GDA Account (or, as applicable,
the Standby GDA Account) in Substitute Assets up to the limit prescribed in the Guarantor Agreement (any such purchase to be at
the sole discretion of the Cash Manager), subject to the following provisions: |
| (i) | any such Substitute Assets will be purchased in the name
of the Guarantor; |
| (ii) | if required by the Bond Trustee on or prior to purchasing
any Substitute Assets, the Guarantor has entered into appropriate hedging arrangements with a hedge provider that has the requisite
ratings to hedge against the interest rate risk (if any) associated with such Substitute Assets, in each case on terms that are
satisfactory to the Bond Trustee; |
| (iii) | the Bond Trustee has at all times, a valid, perfected
first priority Security Interest in any such Substitute Assets, including all hedge arrangements referred to in (ii) above; |
| (iv) | any costs properly and reasonably incurred in investing
in, holding or disposing of any Substitute Assets will be reimbursed to the Cash Manager and the Bond Trustee by the Guarantor; |
| (v) | all income or other distributions arising on, or proceeds
following the disposal or maturity of, any Substitute Assets will be credited to the GDA Account (or, as applicable, the Standby
GDA Account); |
| (vi) | the Cash Manager will not be responsible (save where any
loss, liability, claim, expense or damage suffered or incurred results from the Cash Manager's own dishonesty, bad faith, wilful
misconduct, gross negligence or reckless disregard or that of its officers, employees or agents) for any loss, liability, claim,
expense or damage suffered or incurred by reason of any such Substitute Assets whether by depreciation in value or otherwise provided
that such Substitute Assets were made in accordance with the above provisions; and |
| (vii) | following service of an Asset Coverage Test Breach Notice
(until revoked) or a Notice to Pay on the Guarantor, the Cash Manager will take all commercially reasonable steps to sell the
Substitute Assets then held in the name of the Guarantor and the Bond Trustee as quickly as reasonably practicable and for the
best price then reasonably available and credit the proceeds thereof to the GDA Account (or, as applicable, the Standby GDA Account); |
| (f) | procure (so far as the Cash Manager, using all commercially
reasonable endeavours, is able so to do) compliance by the Guarantor with all applicable |
legal requirements and with the terms of the Transaction
Documents to which the Guarantor is a party, provided always that the Cash Manager will not lend or provide any sum to the Guarantor
and the Cash Manager will have no liability whatsoever to the Guarantor, the Bond Trustee or any other Person for any failure by
the Guarantor to make any payment due, or to perform its other obligations, under any of the Transaction Documents other than to
the extent arising from the Cash Manager failing to perform any of its obligations under this Agreement (but without prejudice
to the obligations of the Bank in its separate capacities as Servicer, Seller, lender under the Intercompany Loan Agreement and
as a Partner of the Guarantor);
| (g) | (i) | act as calculation agent pursuant to the terms of the
Interest Rate Swap Agreement and make the calculations referred to therein and notify the Guarantor and the Bond Trustee of all
amounts, balances and rates; and |
| (ii) | if on or prior to the repayment in full of the relevant
Series of Covered Bonds, the Interest Rate Swap Agreement is terminated (other than as a result of an Event of Default (as defined
in the Interest Rate Swap Agreement) where the Guarantor is the Defaulting Party (as defined in the Interest Rate Swap Agreement)
or the service of an Guarantor Acceleration Notice on the Guarantor) or a partial termination of the Interest Rate Swap Agreement
as a result of a sale of Loans and their Related Security by the Guarantor, purchase (on behalf of the Guarantor and the Bond
Trustee) a new hedge against possible variances in the rate of interest payable on the Loans in the Portfolio (which may, for
instance, include variable rates of interest or fixed rates of interest) and the amounts payable on the Intercompany Loan and
(following the Covered Bond Swap Effective Date) the Covered Bond Swap Agreement (in each case, to the extent related to the Interest
Rate Swap Agreement so terminated). The Cash Manager may apply any early termination payment received from the Interest Rate Swap
Provider pursuant to the Interest Rate Swap Agreement for such purpose; |
| (h) | (i) | act as calculation agent pursuant to the terms of the
Covered Bond Swap Agreement and make the calculations referred to therein and notify the Guarantor and the Bond Trustee of all
amounts, balances and rates, and |
| (ii) | if on or prior to the repayment in full of the relevant
Series of Covered Bonds, the Covered Bond Swap Agreement is terminated (other than as a result of an Event of Default (as defined
in the Covered Bond Swap Agreement) where the Guarantor is the Defaulting Party (as defined in the Covered Bond Swap Agreement)
or the service of a Guarantor Acceleration Notice on the Guarantor), or a partial termination of the Covered Bond Swap Agreement
as a result of a sale of Loans and their Related Security by the Guarantor, purchase (on behalf of the Guarantor and the Bond
Trustee) a new swap to hedge against currency and/or other risks arising, following the Covered Bond Swap Effective Date, in respect |
of amounts received by the Guarantor under the Interest
Rate Swap Agreement and amounts payable in respect of its obligations under the Covered Bond Guarantee. The Cash Manager may apply
an early termination payment received from the Covered Bond Swap Provider pursuant to the relevant Covered Bond Swap Agreement
for such purpose;
| (i) | if an Investor Put is specified in the Final Terms Document
for a Covered Bond, then and if to the extent specified in the applicable Final Terms Document, upon the Covered Bondholder giving
the required notice in accordance with the Terms and Conditions, prior to the expiry of such notice, notify the Bond Trustee in
writing whether there are sufficient funds available to pay any termination payment due to the Covered Bond Swap Provider; |
| (j) | assist the Auditors, if applicable, of the Guarantor
and provide such information to the Auditors as the Auditors may reasonably request for the purpose of carrying out its duties
as Auditors; |
| (k) | make all filings, give all notices and make all registrations
and other notifications required in the day-to-day operation of the Guarantor or required to be given by the Guarantor pursuant
to the Transaction Documents; |
| (l) | provide or procure the provision of secretarial and
administration services to the Guarantor, including the keeping of all registers and the making of all returns and filings required
by applicable law or regulatory authorities; and |
| (m) | at any time the Guarantor makes a repayment on the Demand
Loan, in whole or in part, calculate the Asset Coverage Test, as of the date of repayment to confirm the then outstanding balance
on the Demand Loan and that the Asset Coverage Test will be met on the date of repayment after giving effect to such repayment. |
SCHEDULE 2
CASH MANAGEMENT AND MAINTENANCE OF
LEDGERS
| (a) | The Managing GP (or the Cash Manager on its behalf) shall, on or before the Toronto Business Day that is at least two days
prior to any Guarantor Payment Date, calculate the amount of Available Revenue Receipts and Available Principal Receipts available
for distribution on the immediately following Guarantor Payment Date and the Reserve Fund Required Amount (if applicable) |
| (b) | Without prejudice to the obligations of the Calculation Agent, the Cash Manager will, if necessary, perform all currency conversions
free of charge, cost or expense at the relevant exchange rate (for the purposes of any calculations referred to above, (i) all
percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (e.g. 9.876541% being rounded down to 9.87654% and (ii) any currency amounts used in or resulting from such calculations
will be rounded in accordance with the relevant market practice). |
| (c) | Each determination made in accordance with this paragraph 1 will (in the absence of demonstrable error) be final and binding
on all Persons. |
| 2. | Notification of Determinations |
| (a) | The Cash Manager may make all the determinations referred to in paragraph 1(a)
on the basis that the amount of any Losses will not increase and on the basis of any other reasonable and proper assumptions as
the Cash Manager considers appropriate (including without limitation as to the amount of any payments to be made or amounts received
under the applicable Priorities of Payments during the period from and including the Guarantor Payment Date following the relevant
Calculation Date to but excluding the next following Guarantor Payment Date). |
The Cash Manager will notify the Guarantor and the Bond
Trustee on request of any such other assumptions and will take account of any representations made by the Issuer and the Bond Trustee
(as the case may be) in relation thereto.
| (b) | Each determination made in accordance with this paragraph 2 will (in the absence
of demonstrable error) be final and binding on all Persons. |
| (c) | The Cash Manager will procure that the determinations and notifications required to be made by the Guarantor pursuant to the
Terms and Conditions of the Covered Bonds are made. |
| 3. | Pre-Acceleration Revenue and Principal Priority of Payments |
| (a) | On each Guarantor Payment Date, the Guarantor or the Cash Manager on its behalf will transfer funds from the GDA Account (or,
as applicable, the Standby GDA Account) to the Transaction Account (or, as applicable, the Standby Transaction Account) in accordance
with Article 6 (Priorities of Payments) of the Guarantor Agreement. |
| (b) | Subject to Section 4.4 of the Cash Management Agreement, prior to a Covered Bond Swap Effective Date, the Cash Manager will
cause the Available Principal Receipts and Available Revenue Receipts held by it for and on behalf of the Guarantor and standing
to the credit of the Transaction Account to be applied on each Guarantor Payment Date in accordance with the Pre-Acceleration Revenue
Priority of Payments or Pre-Acceleration Principal Priority of Payments, as applicable. |
Subject to Section 4.4 of the Cash Management Agreement,
the Cash Manager agrees, and the Guarantor concurs, that (save as otherwise specified below) amounts may be transferred from the
GDA Account (or, as applicable, the Standby GDA Account) to the Transaction Account (or, as applicable, the Standby Transaction
Account), and the following payments may be made from the Transaction Account (or, as applicable, the Standby Transaction Account)
(to the extent that withdrawal of those amounts would not cause the balance of the Transaction Account to become overdrawn) from
amounts held by the Cash Manager for and on behalf of the Guarantor and used on any date:
| (i) | if any amount has been received from a Borrower for the express purpose of payment being made to a third party for the provision
of a service (including giving insurance cover) to either that Borrower or the relevant Seller (in relation to Loans sold by that
Seller) or the Guarantor, to pay such amount when due to such third party or, in the case of the payment of an insurance premium,
where such third party and the Cash Manager have agreed that payment of commission should be made by deduction from such insurance
premium, to pay such amount less such commissions when due to such third party and to pay such commission to the Cash Manager and
to pay any premiums in respect of any insurance policies obtained or held by the Guarantor in accordance with the terms of the
Guarantor Agreement or relating to any Loan comprised in the Covered Bond Collateral; |
| (ii) | subject to Section 7.2 of the Mortgage Sale Agreement, to pay to any Person (including the Seller) any amounts due arising
from any overpayment by any Person or arising from any reimbursement by any Person of any such overpayment (including, for the
avoidance of doubt, where arising from the failure of a direct debit); |
| (iii) | subject to Section 7.2 of the Mortgage Sale Agreement, to pay when due (but subject to any right to refuse or withhold payment
or of set-off that has arisen by reason of the Borrower’s breach of the terms of the relevant Mortgage or Loan) any amount
payable to a Borrower under the terms of the Mortgage or the Loan to which that Borrower is a party; |
| (iv) | to pay when due and payable any amounts due and payable by the Guarantor to third parties and incurred without breach by the
Guarantor of the Guarantor Agreement where payment is not provided for elsewhere in the Pre-Acceleration Revenue Priority of Payments
or the Pre-Acceleration Principal Priority of Payments; |
| (v) | to refund any amounts due arising from the rejection of any payments in respect of a Loan and any other amounts which have
not been received by the Guarantor as cleared funds; and |
| (vi) | to pay to the relevant Seller any amounts owed to the Seller(s) pursuant to Article 5 of the Mortgage Sale Agreement. |
| (a) | The Cash Manager shall forthwith record monies received or payments made by it on behalf of the Guarantor in the Ledgers in
the manner set out in this Agreement and the Guarantor Agreement. |
| (b) | A debit item shall only be made in respect of any of the Ledgers and the corresponding payment or transfer (if any) may only
be made from amounts held for and on behalf of the Guarantor in the GDA Account (or, as applicable, the Standby GDA Account) or
the Transaction Account (or, as applicable, the Standby Transaction Account), as the case may be, to the extent that such entry
does not cause the relevant Ledger to have a debit balance. |
| (c) | Following the service of a Notice to Pay on the Guarantor: |
| (i) | the Cash Manager shall not be obliged to maintain the Ledgers other than the Capital Account Ledger and the Intercompany Loan
Ledger; and |
| (ii) | the Cash Manager shall establish any new Ledgers required by the Guarantor or the Bond Trustee to record payments in respect
of obligations of the Guarantor under the Covered Bond Guarantee or otherwise. |
The Cash Manager shall ensure that:
| (a) | the following amounts shall be credited to the Revenue Ledger: |
| (ii) | all interest received by the Guarantor on the Guarantor Accounts; |
| (iii) | all amounts received by the Guarantor representing income on any such Substitute Assets; |
| (iv) | all amounts received by the Guarantor under any Interest Rate Swap Agreement on a Guarantor Payment Date (but excluding any
early termination payments under the Swap Agreements and Swap Collateral Excluded Amounts); and |
| (v) | any other revenue income of the Guarantor which is not referred to in paragraphs (i) to (iv) above and which is not referred
to in the receipts to be credited to the Principal Ledger in paragraph 7 below; and |
| (b) | any payment or provision made under the Pre-Acceleration Revenue Priority of Payments or made under paragraph 5 above (but
only to the extent that such payment made under paragraph 5 has been recorded as a receipt on the Revenue Ledger), shall be debited
to the Revenue Ledger. |
The Cash Manager shall ensure that:
| (a) | all Principal Receipts shall be credited to the Principal Ledger; and |
| (b) | any payment or provision made under the Pre-Acceleration Principal Priority of Payments or made under paragraph 3 above (but
only to the extent that such payment made under paragraph 3 has been recorded as a receipt on the Principal Ledger), shall be debited
to the Principal Ledger. |
| 8. | Capital Account Ledgers |
| (a) | The Cash Manager shall ensure that each Capital Contribution made by a Partner shall be credited to that Partner’s Capital
Account Ledger or, as applicable, debited from that Partner’s Capital Account Ledger where a Capital Distribution has been
made pursuant to Section 3.6 of the Guarantor Agreement. The Cash Manager shall record on each Partner’s Capital Account
Ledger whether the relevant Capital Contribution was a Cash Capital Contribution or a Capital Contribution in Kind. |
| (b) | The Cash Manager shall ensure that each Capital Distribution to a Partner shall be debited to that Partner’s Capital
Account Ledger. |
The Cash Manager shall ensure that:
| (a) | any amounts (or part thereof) borrowed by the Guarantor under the Intercompany Loan Agreement that are specifically required
to be credited to the Reserve Fund, shall be credited to the Reserve Ledger; and |
| (b) | amounts shall be credited to the Reserve Ledger in accordance with the Pre-Acceleration Revenue Priority of Payments; and |
| (c) | amounts shall be debited to the Reserve Ledger on each Guarantor Payment Date in order to be applied in accordance with the
Pre-Acceleration Revenue Priority of Payments or, as applicable, the Guarantee Priority of Payments. |
| 10. | Intercompany Loan Ledger |
The Cash Manager shall ensure that each Advance, each
repayment, all payments of interest and repayments of principal on each Advance under the Intercompany Loan Agreement are recorded
in the Intercompany Loan Ledger at the appropriate time.
The Cash Manager shall ensure that all payments, and
the Person to whom such payments are made and the source of such payments are recorded in the Payment Ledger at the appropriate
time.
| 12. | Pre-Maturity Liquidity Ledger |
The Cash Manager will ensure that all credits and debits
of funds in respect of any Series of Hard Bullet Covered Bonds are recorded in the Pre-Maturity Liquidity Ledger at the appropriate
time.
| 13. | Payments to Principal Paying Agent |
Each of the Bond Trustee and the Guarantor agree that
all amounts payable by the Cash Manager in respect of the Intercompany Loan or under the Covered Bond Guarantee, in accordance
with the applicable Priorities of Payments, may be paid directly to the Principal Paying Agent.
SCHEDULE 3
FORM OF INVESTOR REPORT
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Scotiabank Global Registered Covered Bond
Program Monthly Investor Report
Calculation Date:
Distribution Date: |
This report contains
information regarding Scotiabank Covered Bond Program Cover Pool as of the indicated Calculation Date. The
composition of the Cover Pool will change as Loans (and their Related Security) are added and removed from the Cover Pool
from time to time and, accordingly, the characteristics and performance of the Loans (and their Related Security) in the
Cover Pool will vary over time.
This material is for distribution
only under such circumstances as may be permitted by applicable law. This material is published solely for informational
purposes and this report does not constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell
or the solicitation of an offer to buy or subscribe for, any security. Reliance should not be placed on the information
herein when making any decision to buy, hold or sell any security or for any other purpose.
The information set forth
below has been obtained and based upon sources believed by Scotiabank to be accurate, however, Scotiabank makes no
representation or warranty, express or implied, in relation to the accuracy, completeness or reliability of the information
contained herein. Past performance should not be taken as an indication or guarantee of future performance, and no
representation or warranty, express or implied, is made regarding future performance. We assume no liability
for any errors or any reliance you place on the information provided herein.
| Program Information |
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| Outstanding Covered Bonds |
Initial |
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CAD |
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Expected Legal |
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| Series |
Principal Amount |
Exchange Rate |
Equivalent |
Final Legal Maturity |
Maturity (if applicable) |
Coupon Rate |
Rate Type |
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| Total |
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$0 |
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| OSFI Covered Bond Limit |
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$0 |
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| Weighted Average Maturity of Outstanding Covered Bonds (months) |
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| Weighted Average Remaining Term of Loans in Covered Bond Portfolio (months) |
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| Series Ratings |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
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|
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| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Supplementary Information |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Parties to Scotiabank Global Registered Covered Bond Program |
|
|
|
|
|
|
| Issuer |
|
|
|
|
|
|
|
| Guarantor Entity |
|
|
|
|
|
|
|
| Servicer & Cash Management |
|
|
|
|
|
|
|
| Swap Providers |
|
|
|
|
|
|
|
| Covered Bond Trustee and Custodian |
|
|
|
|
|
|
|
| Asset Monitor |
|
|
|
|
|
|
|
| Account Bank and GDA Provider |
|
|
|
|
|
|
|
| Standby Account Bank & GDA Provider |
|
|
|
|
|
|
|
| Paying Agent |
|
|
|
|
|
|
|
| |
Scotiabank Global Registered Covered Bond
Program Monthly Investor Report
Calculation Date:
Distribution Date: |
| Supplementary Information (continued) |
|
|
|
|
| |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
S&P |
| Scotiabank's Credit Ratings(1)(2) |
|
|
|
|
| Senior Debt |
Aa2 |
AA- |
AA |
A+ |
| Subordinated Debt |
A2 |
A+ |
AA (low) |
A- |
| Short-Term |
P-1 |
F1+ |
R-1 (high) |
A-1 |
| Rating Outlook |
|
|
|
|
| |
|
|
|
|
| Applicable Ratings of Standby Account Bank and GDA Provider |
|
|
|
| |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
|
| Senior Debt |
P-1 |
F1 / A |
R-1 (middle) / A (low) |
|
| |
|
|
|
|
| Ratings Triggers(2)(3) |
|
|
|
|
| A. Party Replacement |
|
|
|
|
| |
| If the ratings of the Party falls below the level stipulated below, the party is required to be replaced or in the case of the Swap Providers transfer credit support (applicable only to first downgrade) and replaced itself or obtain a guarantee for its obligations |
|
| |
|
|
|
|
| Role (Current Party) |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
|
| Account Bank / GDA Provider (Scotiabank) |
▇-▇ |
▇▇ ▇▇▇ ▇ |
▇-▇ (▇▇▇▇▇▇) / ▇▇ (low) |
|
| Standby Account Bank / Standby GDA Provider (CIBC) |
P-1 |
F1 and A |
R-1 (middle) / A (low) |
|
| Cash Manager (Scotiabank) |
▇-▇ |
▇▇ / ▇▇▇▇ |
▇▇▇(▇▇▇) (▇▇▇▇) |
|
| Servicer (Scotiabank) |
Baa2 (long) |
▇▇ |
▇-▇ (▇▇▇▇▇▇) / ▇▇▇ (▇▇▇) |
|
| Interest Rate Swap Provider (Scotiabank) |
P-2 / A3 |
F3 and BBB- |
R-2 (high) / BBB (high) |
|
| Covered Bond Swap Provider (Scotiabank) |
P-2 / A3 |
F3 and BBB- |
R-2 (high) / BBB (high) |
|
| |
|
|
|
|
| Specific Rating Related Action |
|
|
|
|
| |
|
|
|
|
| The following actions are required if the rating of the Cash Manager (Scotiabank) falls bellow the stipulated rating |
|
| |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
|
| (a) Cash Manager is required to direct the Servicer to deposit Revenue Receipts and all Principal Receipts directly into the GDA Account |
▇-▇ |
▇▇ / ▇ |
▇-▇ (▇▇▇▇▇▇) / ▇▇ (low) |
|
| |
|
|
|
|
| The following actions are required if the rating of the Servicer (Scotiabank) falls below the stipulated rating |
|
| |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
|
| (a) Servicer is required to hold any funds belonging to the Guarantor and transfer those funds directly into the GDA Account within two business days |
▇-▇ |
▇▇ / ▇ |
▇-▇ (▇▇▇▇▇▇) / ▇▇▇ (▇▇▇) |
|
| |
|
|
|
|
| The following actions are required if the rating of the Issuer (Scotiabank) falls below the stipulated rating |
|
| |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
|
| (a) Repayment of the Demand Loan |
N/A |
F2 / BBB+ |
N/A |
|
| (b) Establishment of the Reserve Fund |
P-1 |
F1 / A |
R-1 (middle) and A (low) |
|
| |
|
|
|
|
| The following actions are required if the rating of the Issuer (Scotiabank) falls below the stipulated rating |
|
| |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
|
| (a) Cash flows will be exchanged under the Covered Bond Swap Agreement except as otherwise provided in the Covered Bond Swap Agreement |
Baa1 (long) |
BBB+ (long) |
BBB (high) (long) |
|
| |
|
|
|
|
| Each Swap Provider is required to replace itself, transfer credit support or obtain a guarantee of its obligations if the rating of such Swap Provider falls below the specified rating |
| |
▇▇▇▇▇'▇ |
Fitch |
DBRS |
|
| (a) Interest Rate Swap Provider |
P-1 / A1 |
F1 and A |
R-1 (middle) / A |
|
| (b) Covered Bond Swap Provider |
P-1 / A1 |
F1 and A |
R-1 (middle) / A |
|
| |
|
|
|
|
| Events of Default and Triggers |
|
|
|
|
| |
|
|
|
|
| Asset Coverage Test (C$ Equivalent of Outstanding Covered Bonds < Asset Value) |
|
Pass |
|
|
| Issuer Event of Default |
|
Nil |
|
|
| Guarantor Event of Default |
|
Nil |
|
|
(1)Subordinated Debt ratings are not the subject of any ratings related actions or requirements under The Bank of Nova Scotia U.S.$15 billion Global Registered Covered Bond Program
(2)Where only one rating is expressed such rating relates to the short-term rating (unless otherwise specified) and where two ratings are expressed the first is short-term and the second long-term
(3)The discretion of the Scotiabank Covered Bond Guarantor Limited Partnership to waive a required action upon a Rating Trigger may be limited by the terms of the Transaction Documents
| |
Scotiabank Global Registered Covered Bond
Program Monthly Investor Report
Calculation Date:
Distribution Date: |
| Asset Coverage Test (C$) |
|
|
|
|
| |
|
|
|
|
| Outstanding Covered Bonds |
|
|
|
|
| |
|
|
|
|
| A = Lesser of (i) LTV Adjusted Balance and |
|
|
A (i) |
|
| (ii) Asset Percentage Adjusted True Balance, as adjusted |
|
|
A (ii) |
|
| B = Principal Receipts |
|
|
Asset Percentage: |
|
| C = Cash Capital Contributions |
|
|
Lesser of A(i) and A(ii) |
|
| D = Substitute Assets and / or Authorized Investments |
|
|
|
|
| E = Aggregate Amount of proceeds from any sale of |
|
|
|
|
| Selected Loans standing to the credit of the GDA |
|
|
|
|
| Account and recorded on the Pre-Maturity Liquidity Ledger |
|
|
|
|
| Z = Negative Carry Factor Calculation |
|
|
|
|
| Total: A + B + C + D + E - Z |
|
|
|
|
| |
|
|
|
|
| Valuation Calculation = Asset Value – Liability Value |
|
|
|
|
| |
|
|
|
|
| Trading Value of Covered Bond |
|
|
|
|
| |
|
|
|
|
| A = lesser of (i) Present Value of outstanding loan balance of |
|
|
|
|
| Performing Loans(1) and (ii) 80% of Market Value(2) of |
|
|
|
|
| properties securing Performing Loans |
|
|
|
|
| B = Principal Receipts |
|
|
|
|
| C = Cash Capital Contributions |
|
|
|
|
| D = Trading Value of Substitute Assets |
|
|
|
|
| E = Reserve Fund Balance |
|
|
|
|
| F = Trading Value of Swap Collateral |
|
|
|
|
| Present Value Adjusted Aggregate Asset Amount |
|
|
|
|
| Total: A + B + C + D + E +F |
|
|
|
|
| |
|
|
|
|
| Intercompany Loan Balance |
|
|
|
|
| |
|
|
|
|
| Guarantee Loan |
|
|
|
|
| Demand Loan |
|
|
|
|
| Total |
|
|
|
|
| |
|
|
|
|
| Portfolio Losses |
|
|
|
|
| |
|
|
|
|
| Period End |
Write off Amounts |
Loss Percentage (annualized) |
|
| |
|
|
|
|
| Portfolio Flow of Funds |
|
|
|
|
| |
|
|
|
|
| Cash Inflows |
|
|
|
|
| Principal Receipts |
|
|
|
|
| Proceeds for Sale of Loans |
|
|
|
|
| Revenue Receipts |
|
|
|
|
| Swap Receipts |
|
|
|
|
| Cash Outflows |
|
|
|
|
| Swap Payment |
|
|
|
|
| Intercompany Loan Interest |
|
|
|
|
| Intercompany Loan Principal |
|
|
|
|
| Intercompany Loan Repayment |
|
|
|
|
| Net Inflows/(outflows) |
|
|
|
|
| |
Scotiabank Global Registered Covered Bond
Program Monthly Investor Report
Calculation Date:
Distribution Date: |
| Portfolio Summary Statistics |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Previous Month Ending Balance |
|
|
|
|
|
|
|
|
| Current Month Ending Balance |
|
|
|
|
|
|
|
|
| Number of Mortgage Loans in Pool |
|
|
|
|
|
|
|
|
| Average Loan Size |
|
|
|
|
|
|
|
|
| Number of Properties |
|
|
|
|
|
|
|
|
| Number of Borrowers |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Weighted Average Rate for Loans |
|
|
|
|
|
|
|
|
| Weighted Average Original Term for Loans |
|
|
(Months) |
|
|
|
|
| Weighted Average Remaining Term for Loans |
|
|
(Months) |
|
|
|
|
| Weighted Average Seasoning for Loans |
|
|
(Months) |
|
|
|
|
| Weighted Avg of Authorized LTV of Loans |
|
|
|
|
|
|
|
|
| Weighted Avg of Original LTV1 of Loans |
|
|
|
|
|
|
|
|
| Weighted Average Current LTV for Loans |
|
|
|
|
|
|
|
|
| Substitute Assets |
|
|
|
|
|
|
|
|
| (i) Type |
|
|
|
|
|
|
|
|
| (ii) Amounts |
|
|
|
|
|
|
|
|
| (iii) Ratings |
|
|
|
|
|
|
|
|
| (iv) Regulatory Cap |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Portfolio Delinquency Distribution |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Aging Summary |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| Current and < 30 Days Past Due |
|
|
|
|
|
|
|
|
| 30 to 59 Days Past Due |
|
|
|
|
|
|
|
|
| 60 to 89 Days Past Due |
|
|
|
|
|
|
|
|
| 90 or > Days Past Due |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Portfolio Provincial Distribution |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Province |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| Alberta |
|
|
|
|
|
|
|
|
| British Columbia |
|
|
|
|
|
|
|
|
| Manitoba |
|
|
|
|
|
|
|
|
| New Brunswick |
|
|
|
|
|
|
|
|
| Newfoundland |
|
|
|
|
|
|
|
|
| Northwest Territories |
|
|
|
|
|
|
|
|
| Nova Scotia |
|
|
|
|
|
|
|
|
| Nunavut |
|
|
|
|
|
|
|
|
| Ontario |
|
|
|
|
|
|
|
|
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island |
|
|
|
|
|
|
|
|
| Quebec |
|
|
|
|
|
|
|
|
| Saskatchewan |
|
|
|
|
|
|
|
|
| Yukon |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Portfolio Credit Bureau Score Distribution |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Bureau Score |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| Score Unavailable |
|
|
|
|
|
|
|
|
| 599 and below |
|
|
|
|
|
|
|
|
| 600-650 |
|
|
|
|
|
|
|
|
| 651-700 |
|
|
|
|
|
|
|
|
| 701-750 |
|
|
|
|
|
|
|
|
| 751-800 |
|
|
|
|
|
|
|
|
| 800 and above |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
Scotiabank Global Registered Covered Bond
Program Monthly Investor Report
Calculation Date:
Distribution Date: |
| Portfolio Rate Type Distribution |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Rate Type |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| Fixed |
|
|
|
|
|
|
|
|
| Variable |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Mortgage Asset Type Distribution |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Type |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| STEP |
|
|
|
|
|
|
|
|
| Non-STEP |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Portfolio Occupancy Type Distribution |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Occupancy Code |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| Not Owner Occupied |
|
|
|
|
|
|
|
|
| Owner Occupied |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Portfolio Mortgage Rate Distribution |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Mortgage Rate (%) |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| 3.4999 and Below |
|
|
|
|
|
|
|
|
| 3.5000 - 3.9999 |
|
|
|
|
|
|
|
|
| 4.0000 - 4.4999 |
|
|
|
|
|
|
|
|
| 4.5000 - 4.9999 |
|
|
|
|
|
|
|
|
| 5.0000 - 5.4999 |
|
|
|
|
|
|
|
|
| 5.5000 - 5.9999 |
|
|
|
|
|
|
|
|
| 6.0000 - 6.4999 |
|
|
|
|
|
|
|
|
| 6.5000 - 6.9999 |
|
|
|
|
|
|
|
|
| 7.0000 - 7.4999 |
|
|
|
|
|
|
|
|
| 7.5000 - 7.9999 |
|
|
|
|
|
|
|
|
| 8.0000 - 8.4999 |
|
|
|
|
|
|
|
|
| 8.5000 and Above |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Portfolio LTV - Current(1) Distribution |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Current LTV (%) |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| 20.00 and Below |
|
|
|
|
|
|
|
|
| 20.01-30.00 |
|
|
|
|
|
|
|
|
| 30.01-40.00 |
|
|
|
|
|
|
|
|
| 40.01-50.00 |
|
|
|
|
|
|
|
|
| 50.01-55.00 |
|
|
|
|
|
|
|
|
| 55.01-60.00 |
|
|
|
|
|
|
|
|
| 60.01-65.00 |
|
|
|
|
|
|
|
|
| 65.01-70.00 |
|
|
|
|
|
|
|
|
| 70.01-75.00 |
|
|
|
|
|
|
|
|
| 75.01-80.00 |
|
|
|
|
|
|
|
|
| 80.01 and Above |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
Scotiabank Global Registered Covered Bond
Program Monthly Investor Report
Calculation Date:
Distribution Date: |
| Portfolio Remaining Term Distribution |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Remaining Term (Months) |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| Less than 12.00 |
|
|
|
|
|
|
|
|
| 12.00 - 23.99 |
|
|
|
|
|
|
|
|
| 24.00 - 35.99 |
|
|
|
|
|
|
|
|
| 36.00 - 41.99 |
|
|
|
|
|
|
|
|
| 42.00 - 47.99 |
|
|
|
|
|
|
|
|
| 48.00 - 53.99 |
|
|
|
|
|
|
|
|
| 54.00 - 59.99 |
|
|
|
|
|
|
|
|
| 60.00 - 65.99 |
|
|
|
|
|
|
|
|
| 66.00 - 71.99 |
|
|
|
|
|
|
|
|
| 72.00 and Above |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Remaining Principal Balance Distribution |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Remaining Principal Balance ($) |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| 99,999 and below |
|
|
|
|
|
|
|
|
| 100,000-149,999 |
|
|
|
|
|
|
|
|
| 150,000-199,999 |
|
|
|
|
|
|
|
|
| 200,000-249,999 |
|
|
|
|
|
|
|
|
| 250,000-299,999 |
|
|
|
|
|
|
|
|
| 300,000-349,999 |
|
|
|
|
|
|
|
|
| 350,000-399,999 |
|
|
|
|
|
|
|
|
| 400,000-449,999 |
|
|
|
|
|
|
|
|
| 450,000-499,999 |
|
|
|
|
|
|
|
|
| 500,000-549,999 |
|
|
|
|
|
|
|
|
| 550,000-599,999 |
|
|
|
|
|
|
|
|
| 600,000-649,999 |
|
|
|
|
|
|
|
|
| 650,000-699,999 |
|
|
|
|
|
|
|
|
| 700,000-749,999 |
|
|
|
|
|
|
|
|
| 750,000-799,999 |
|
|
|
|
|
|
|
|
| 800,000-849,999 |
|
|
|
|
|
|
|
|
| 850,000-899,999 |
|
|
|
|
|
|
|
|
| 900,000-949,999 |
|
|
|
|
|
|
|
|
| 950,000-999,999 |
|
|
|
|
|
|
|
|
| 1,000,000 and Above |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Portfolio Property Distribution |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Property Type |
|
Number of Loans |
|
Percentage |
|
Principal Balance |
|
Percentage |
| Condo |
|
|
|
|
|
|
|
|
| Single Family |
|
|
|
|
|
|
|
|
| Multi Family / Other |
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
| |
Scotiabank Global Registered Covered Bond
Program Monthly Investor Report
Calculation Date:
Distribution Date: |
| Outstanding Loan Balance |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Current LTV |
|
|
|
|
|
|
|
|
|
|
|
| Province |
Delinquency |
20.00 and Below |
20.01-30.00 |
30.01-40.00 |
40.01-50.00 |
50.01-55.00 |
55.01-60.00 |
60.01-65.00 |
65.01-70.00 |
70.01-75.00 |
75.01-80.00 |
80.01 and Above |
Total |
| Alberta |
All |
53,147,171.79 |
83,375,088.30 |
147,640,423.55 |
199,898,242.87 |
88,018,156.70 |
101,848,335.71 |
124,596,111.81 |
135,206,339.78 |
201,478,759.96 |
326,171,119.25 |
- |
1,461,379,749.72 |
| Alberta |
Current and Less Than 30 Days Past Due |
53,147,171.79 |
83,375,088.30 |
147,640,423.55 |
199,898,242.87 |
88,018,156.70 |
101,848,335.71 |
124,596,111.81 |
135,206,339.78 |
201,478,759.96 |
326,171,119.25 |
- |
1,461,379,749.72 |
| Alberta |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Alberta |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Alberta |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| British Columbia |
All |
149,659,271.36 |
218,508,912.28 |
313,222,854.22 |
352,077,287.99 |
118,114,655.94 |
144,277,845.09 |
177,265,037.94 |
207,538,523.26 |
300,448,115.43 |
372,551,206.15 |
- |
2,353,663,709.66 |
| British Columbia |
Current and Less Than 30 Days Past Due |
149,659,271.36 |
218,508,912.28 |
313,222,854.22 |
352,077,287.99 |
118,114,655.94 |
144,277,845.09 |
177,265,037.94 |
207,538,523.26 |
300,448,115.43 |
372,551,206.15 |
- |
2,353,663,709.66 |
| British Columbia |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| British Columbia |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| British Columbia |
90 Days or More Past ▇▇▇ |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| ▇▇▇▇▇▇▇▇ |
All |
6,085,943.04 |
8,804,615.27 |
19,216,801.59 |
23,190,044.82 |
14,120,395.24 |
15,407,218.27 |
17,161,796.02 |
21,935,705.61 |
32,812,978.95 |
54,584,087.55 |
- |
213,319,586.36 |
| Manitoba |
Current and Less Than 30 Days Past Due |
6,085,943.04 |
8,804,615.27 |
19,216,801.59 |
23,190,044.82 |
14,120,395.24 |
15,407,218.27 |
17,161,796.02 |
21,935,705.61 |
32,812,978.95 |
54,584,087.55 |
- |
213,319,586.36 |
| Manitoba |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Manitoba |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Manitoba |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| New Brunswick |
All |
3,995,017.70 |
6,393,583.01 |
12,933,597.77 |
17,884,164.85 |
8,151,990.24 |
9,831,239.82 |
11,727,665.11 |
15,888,373.58 |
31,168,065.75 |
44,729,705.91 |
- |
162,703,403.74 |
| New Brunswick |
Current and Less Than 30 Days Past Due |
3,995,017.70 |
6,393,583.01 |
12,933,597.77 |
17,884,164.85 |
8,151,990.24 |
9,831,239.82 |
11,727,665.11 |
15,888,373.58 |
31,168,065.75 |
44,729,705.91 |
- |
162,703,403.74 |
| New Brunswick |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| New Brunswick |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| New Brunswick |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Newfoundland |
All |
3,993,377.38 |
7,070,353.41 |
12,641,244.46 |
20,942,792.63 |
9,143,927.29 |
12,081,992.89 |
16,751,699.07 |
18,841,707.32 |
28,037,437.12 |
44,158,265.16 |
- |
173,662,796.73 |
| Newfoundland |
Current and Less Than 30 Days Past Due |
3,993,377.38 |
7,070,353.41 |
12,641,244.46 |
20,942,792.63 |
9,143,927.29 |
12,081,992.89 |
16,751,699.07 |
18,841,707.32 |
28,037,437.12 |
44,158,265.16 |
- |
173,662,796.73 |
| Newfoundland |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Newfoundland |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Newfoundland |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| North West Territories |
All |
102,420.10 |
79,526.30 |
307,670.13 |
139,813.15 |
489,780.10 |
242,392.91 |
- |
- |
684,003.66 |
769,744.98 |
- |
2,815,351.33 |
| North West Territories |
Current and Less Than 30 Days Past Due |
102,420.10 |
79,526.30 |
307,670.13 |
139,813.15 |
489,780.10 |
242,392.91 |
- |
- |
684,003.66 |
769,744.98 |
- |
2,815,351.33 |
| North West Territories |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| North West Territories |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| North West Territories |
90 Days or More Past ▇▇▇ |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| ▇▇▇▇ ▇▇▇▇▇▇ |
All |
9,514,599.20 |
16,295,428.05 |
27,979,481.35 |
36,825,569.61 |
15,374,101.45 |
18,880,146.65 |
27,228,011.12 |
34,747,128.80 |
43,893,580.24 |
71,899,811.83 |
- |
302,637,858.30 |
| Nova Scotia |
Current and Less Than 30 Days Past Due |
9,514,599.20 |
16,295,428.05 |
27,979,481.35 |
36,825,569.61 |
15,374,101.45 |
18,880,146.65 |
27,228,011.12 |
34,747,128.80 |
43,893,580.24 |
71,899,811.83 |
- |
302,637,858.30 |
| Nova Scotia |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Nova Scotia |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Nova Scotia |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Nunavut |
All |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Nunavut |
Current and Less Than 30 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Nunavut |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Nunavut |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Nunavut |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Ontario |
All |
283,989,563.12 |
444,468,051.02 |
684,079,755.69 |
841,542,009.51 |
317,611,053.55 |
364,433,720.55 |
488,637,439.55 |
546,504,021.31 |
915,089,506.45 |
1,279,926,895.87 |
- |
6,166,282,016.62 |
| Ontario |
Current and Less Than 30 Days Past Due |
283,989,563.12 |
444,468,051.02 |
684,079,755.69 |
841,542,009.51 |
317,611,053.55 |
364,433,720.55 |
488,637,439.55 |
546,504,021.31 |
915,089,506.45 |
1,279,926,895.87 |
- |
6,166,282,016.62 |
| Ontario |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Ontario |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Ontario |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island |
All |
948,675.96 |
2,034,804.32 |
3,406,637.71 |
4,184,437.78 |
1,390,610.25 |
1,500,078.28 |
2,325,055.48 |
4,776,064.88 |
5,549,110.58 |
10,786,930.75 |
- |
36,902,405.99 |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island |
Current and Less Than 30 Days Past Due |
948,675.96 |
2,034,804.32 |
3,406,637.71 |
4,184,437.78 |
1,390,610.25 |
1,500,078.28 |
2,325,055.48 |
4,776,064.88 |
5,549,110.58 |
10,786,930.75 |
- |
36,902,405.99 |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Quebec |
All |
56,833,000.67 |
103,222,297.23 |
143,392,474.37 |
158,218,467.52 |
70,730,201.79 |
79,632,892.09 |
89,151,227.98 |
90,231,229.37 |
139,457,907.30 |
184,616,491.94 |
- |
1,115,486,190.26 |
| Quebec |
Current and Less Than 30 Days Past Due |
56,833,000.67 |
103,222,297.23 |
143,392,474.37 |
158,218,467.52 |
70,730,201.79 |
79,632,892.09 |
89,151,227.98 |
90,231,229.37 |
139,457,907.30 |
184,616,491.94 |
- |
1,115,486,190.26 |
| Quebec |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Quebec |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Quebec |
90 Days or More Past ▇▇▇ |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| ▇▇▇▇▇▇▇▇▇▇▇▇ |
All |
6,904,786.95 |
12,974,230.30 |
23,203,949.82 |
35,031,040.79 |
14,214,317.51 |
21,755,949.35 |
23,907,524.25 |
28,676,949.86 |
40,496,752.13 |
77,136,690.82 |
- |
284,302,191.78 |
| Saskatchewan |
Current and Less Than 30 Days Past Due |
6,904,786.95 |
12,974,230.30 |
23,203,949.82 |
35,031,040.79 |
14,214,317.51 |
21,755,949.35 |
23,907,524.25 |
28,676,949.86 |
40,496,752.13 |
77,136,690.82 |
- |
284,302,191.78 |
| Saskatchewan |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Saskatchewan |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Saskatchewan |
90 Days or More Past ▇▇▇ |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| ▇▇▇▇▇ |
All |
716,203.84 |
1,156,980.16 |
3,130,483.44 |
4,020,205.81 |
3,107,985.11 |
1,713,545.65 |
3,530,036.08 |
3,109,439.54 |
3,803,734.98 |
9,376,298.92 |
- |
33,664,913.53 |
| Yukon |
Current and Less Than 30 Days Past Due |
716,203.84 |
1,156,980.16 |
3,130,483.44 |
4,020,205.81 |
3,107,985.11 |
1,713,545.65 |
3,530,036.08 |
3,109,439.54 |
3,803,734.98 |
9,376,298.92 |
- |
33,664,913.53 |
| Yukon |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Yukon |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Yukon |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| Total |
All |
575,890,031.11 |
904,383,869.65 |
1,391,155,374.10 |
1,693,954,077.33 |
660,467,175.17 |
771,605,357.26 |
982,281,604.41 |
1,107,455,483.31 |
1,742,919,952.55 |
2,476,707,249.13 |
- |
12,306,820,174.02 |
| |
Current and Less Than 30 Days Past Due |
575,890,031.11 |
904,383,869.65 |
1,391,155,374.10 |
1,693,954,077.33 |
660,467,175.17 |
771,605,357.26 |
982,281,604.41 |
1,107,455,483.31 |
1,742,919,952.55 |
2,476,707,249.13 |
- |
12,306,820,174.02 |
| |
30 to 59 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| |
60 to 89 Days Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| |
90 Days or More Past Due |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
| |
Scotiabank Global Registered Covered Bond
Program Monthly Investor Report
Calculation Date:
Distribution Date: |
| Outstanding Loan Balance |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Outstanding Balance |
Current LTV |
|
|
|
|
|
|
|
|
|
|
| Credit Score |
20.00 and Below |
20.01-30.00 |
30.01-40.00 |
40.01-50.00 |
50.01-55.00 |
55.01-60.00 |
60.01-65.00 |
65.01-70.00 |
70.01-75.00 |
75.01-80.00 |
Grand Total |
| Score Unavailable |
177,059 |
666,043 |
690,527 |
1,758,266 |
889,823 |
726,995 |
1,208,405 |
1,152,103 |
594,156 |
1,892,986 |
9,756,364 |
| <599 |
10,528,809 |
17,674,645 |
37,182,065 |
43,951,512 |
2,875,189 |
2,209,838 |
3,770,261 |
1,685,066 |
4,681,572 |
12,621,289 |
137,180,247 |
| 600-650 |
17,104,396 |
39,769,872 |
76,346,824 |
78,253,693 |
2,494,345 |
5,218,249 |
6,597,009 |
8,620,411 |
12,900,657 |
19,310,178 |
266,615,635 |
| 651-700 |
59,681,724 |
112,508,094 |
165,614,887 |
192,622,755 |
14,172,480 |
16,562,602 |
23,354,159 |
31,423,325 |
49,814,316 |
77,259,868 |
743,014,210 |
| 701-750 |
89,285,238 |
147,339,250 |
222,838,020 |
252,350,577 |
52,084,270 |
71,549,342 |
92,250,516 |
119,914,397 |
201,239,371 |
308,012,124 |
1,556,863,104 |
| ▇▇▇-▇▇▇ |
▇▇▇,433,488 |
339,981,674 |
515,973,465 |
684,071,015 |
344,459,475 |
424,264,283 |
554,503,452 |
630,288,089 |
973,558,576 |
1,406,371,713 |
6,096,905,230 |
| >800 |
175,679,316 |
246,444,291 |
372,509,585 |
440,946,258 |
243,491,594 |
251,074,048 |
300,597,803 |
314,372,092 |
500,131,305 |
651,239,091 |
3,496,485,384 |
| Grand Total |
575,890,031 |
904,383,870 |
1,391,155,374 |
1,693,954,077 |
660,467,175 |
771,605,357 |
982,281,604 |
1,107,455,483 |
1,742,919,953 |
2,476,707,249 |
12,306,820,174 |