Technical Standards on Minimum Requirements for Asset Administration Contracts of Securitization

NDMC-27
ASSET ADMINISTRATION CONTRACTS
Approval: 26/09/2023
Validity: 11/10/2023

THE COMMITTEE OF STANDARDS OF THE CENTRAL BANK OF RESERVE OF EL SALVADOR,

CONSIDERING:
I. That Article 26, first paragraph, of the Securitization of Assets Law establishes that, the Titularizadora, for the exercise of its functions, may hire services such as advisory services, asset management of the Fund, collection of fund flows, information processing, and others related to its operations; except those referring to structuring, comprehensive administration of the Fund, as well as those regarding the issuance of securities.

II. That Article 26, third paragraph, of the Securitization of Assets Law establishes that, the models of the contracts for the aforementioned services must be previously submitted to the Superintendencia for review, which may, within a period not exceeding fifteen business days, require necessary changes when they contain clauses that oppose the legislation, the Securitization Contract, or when they are considered violative of the investor's rights. If the Superintendencia does not pronounce itself within the aforementioned period, it will be understood that it has no observations.

III. That Article 5, letter a), of the Law on Supervision and Regulation of the Financial System establishes that, it is the responsibility of the Superintendencia to authorize, suspend, or cancel the public offering of securities and the functioning of persons or operations carried out in the stock market, in accordance with what is established in the applicable provisions.

IV. That Article 7, letter q), of the Law on Supervision and Regulation of the Financial System establishes that Titularizadoras are subject to the provisions of said Law and therefore to the supervision of the Superintendencia of the Financial System.

THEREFORE,

in virtue of the normative powers conferred by Article 99 of the Law on Supervision and Regulation of the Financial System,

AGREES, to issue the following:

TECHNICAL STANDARDS ON THE MINIMUM REQUIREMENTS OF ASSET ADMINISTRATION CONTRACTS

CHAPTER I
OBJECT, SUBJECTS, AND TERMS

Object
Art. 1.- These Standards aim to establish the minimum content of Asset Administration Contracts, as well as to determine the procedure that must be followed for the review of the respective models by the Superintendencia of the Financial System.

Subjects
Art. 2.- The subjects obligated to comply with the provisions established in these Standards are the Titularizadoras.

Terms
Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Administrator: Person who, by virtue of a contract, assumes the obligation to administer the assets of the Securitization Funds; b) Central Bank: Central Bank of Reserve of El Salvador; c) Administration Contract: It is the Asset Administration Contract entered into between the Titularizadora, acting in its capacity as administrator of the Securitization Fund, and the person or persons who within their business scope are authorized to perform functions such as administering, exercising depositary functions in administration, performing collection management, information processing, collection of flows generated by the Securitization Fund, accounting, payment registration, etc., on said assets. It is understood that this type of contract may also be celebrated between the Titularizadora and the Originator; d) Securitization Fund: Independent patrimony, different from that of the Titularizadora and the Originator, formed by a set of assets and liabilities that result or integrate as a consequence of the development of the respective securitization process. The assets of the Fund will have as their main purpose, generating the payments of the securities issued against it; e) Law: Securitization of Assets Law; f) Originator: Person owning assets susceptible to securitization in accordance with the Law; g) Representative of the Security Holders: Legal entity responsible for representing the owners of the securities of each Fund according to what is established in the Law; h) Superintendencia: Superintendencia of the Financial System; and i) Titularizadora: Legal entity that administers the Securitization Funds.

CHAPTER II
MINIMUM INFORMATION OF ASSET ADMINISTRATION CONTRACTS

Administration Contract
Art. 4.- The Administration Contract, as well as its respective modifications, if any, must be granted or recognized before a Salvadoran Notary. Consequently, it must be recorded in a public deed or in an authenticated private document, and must in all cases comply with the formalities indicated by the applicable legislation.

The entity that has been contracted to provide the asset administration service for securitized assets may also provide the custody service on the same.

Minimum Information
Art. 5.- The information that must be contained as a minimum in the Administration Contract is the following:
a) Date, time, place of granting, and Notary before whom the asset transfer contract was granted by the Originator to the Securitization Fund; b) Date, time, place of granting, and Notary before whom the securitization contract was granted, with each of the assets that are the subject of administration identified in sufficiently detailed manner. Such identification may be recorded in an annex document to the Administration Contract, which must be signed by each of the contracting parties, by the auditor of the Securitization Fund, and by the authorizing Notary; in this case, the Administration Contract must mention that said annex forms an integral part of it; c) Special provisions regarding the substitution of assets by the Originator must be listed, which would also be included within the respective Administration Contract, when applicable; d) Number and date of granting of the Titularizadora's registry entry in the Public Stock Registry; e) If applicable, the date on which the debt issuance entry was marginated, the certificate that must be issued by the representative of the holders of the debt securities, stating that the assets constituting the active portfolio are duly contributed and in custody, free of encumbrances, prohibitions, or seizures, as established in Article 48 of the Securitization Law; and when applicable, that additional agreed contributions have been made effective; f) The identification of the entity to which the custody of the credit titles and securities of the Securitization Fund was delivered, as established in Article 59 of the Law, or the mention that said service will be provided by the administrator; and g) The cost at which the administrator will provide administration services to the Titularizadora must be clearly specified, as well as the form, periodicity, and date of payment.

Powers and Obligations of the Administrator
Art. 6.- The powers and obligations of the Administrator that must be observed as a minimum are the following:
a) Powers:
i. To collect and receive, on behalf of the Titularizadora, the flows generated by the assets that have been given in administration and that have been transferred to the Securitization Fund;

ii. All those judicial powers that may be necessary to pursue in court the recovery of any balance resulting from the assets that have been transferred by the Originator to the Securitization Fund, such as interrupting expiration or prescription periods, filing lawsuits, collecting, and receiving money amounts; and

iii. To execute all those acts that are necessary for the proper conservation of the administered goods, such as the payment of fees, taxes, or special contributions, etc., charged to the Securitization Fund.

b) Obligations:
i. To make available to the Titularizadora all money amounts received under any concept and originating directly or indirectly from the administered assets;

ii. To provide any type of information requested by the Titularizadora, in the form and periodicity determined in the Administration Contract;

iii. To inform in writing and immediately to the Titularizadora, the Representative of the Security Holders, and the Superintendencia, of any relevant event that affects or may negatively affect the administered assets;

iv. To keep a detailed and updated record of each of the administered assets that allows knowing the current situation of each of said assets;

v. To provide any type of information requested by the Superintendencia, when it acts in accordance with its legal powers and especially, with the power established in Article 37 of the Law on Supervision and Regulation of the Financial System;

vi. To provide any type of information requested by the Representative of the Security Holders, whose object is exclusively to verify the current situation of each of the administered goods;

vii. To deliver to the Titularizadora, once the contract is terminated for any cause, and within the period stipulated in the Administration Contract, all assets that are the subject of its administration on that date.

Powers of the Titularizadora
Art. 7.- The powers of the Titularizadora must be recorded in the respective contract, which will be as a minimum the following:
a) The power to periodically verify the situation of each of the assets given in administration; and

b) To request from the Administrator at any time, specific and precise information on the previously identified goods included in the Administration Contract.

Other Contractual Provisions
Art. 8.- The Administration Contract must also include the following clauses:
a) Term of validity of the contract and, if applicable, the form and mechanisms by which it may be extended or modified. In this case, the Titularizadora's obligation to inform the Representative of the Security Holders and the Superintendencia, regarding any modification in the service price or general conditions of the extending contract, must be recorded; b) Grounds for early termination; and

c) Domicile to which the Titularizadora and the Administrator will submit in case of judicial action, without prejudice to being able to resolve any type of controversy by any of the means established for such effect in the Law on Conciliation, Mediation, and Arbitration.

CHAPTER III
PROCEDURE FOR REVIEW OF ADMINISTRATION CONTRACTS

Request for Review of Contract Models
Art. 9.- The Titularizadora must request from the Superintendencia prior to its granting, the review of the models of Administration Contracts, as well as any of their modifications or extensions, in which case, it must send a copy of any of said instruments to said office, so that it may verify that the presented model does not contain provisions contrary to the legislation, the Securitization Contract, or that may be considered violative of the interests of the investing public.

Art. 10.- The request for review of the Administration Contract model must be presented to the Superintendencia, which must be accompanied by the Administrator's documentation detailed below:
a) Notarially certified copy of the public deed of constitution and its modifications duly registered in the corresponding registry, and of the latest credential of the election of its administration body. If the term for the election of administrators has already expired on that date, a record must be presented stating that on that date no new administration has been elected and that therefore, the previously elected one continues in the full exercise of its functions. It is understood that in accordance with what is provided in the second paragraph of Article 265 of the Commercial Code, such record will only be admissible, in the case that six months have not elapsed since the expiration of the period for which the respective administrators were elected. After said period has elapsed, a copy of the credential of election of the new administration that is valid on that date must be presented, which must be registered in the Commerce Registry;

b) Legible copy of the Tax Identification Number (TIN), which will be in accordance with what is established by the Tax Administration and the Registry of Taxpayers, in the case that it is recorded as such in the respective Registry;

c) In the case that the person corresponding to the legal representation does not appear in the respective contract, in accordance with what is established in the public deed of constitution and its modifications duly registered in the corresponding registry, a notarially certified copy of the documentation by virtue of which they are authorized to appear on behalf and representation of the administrator must also be attached;

d) Legible, notarially certified copy of the personal identity document of the person appearing on behalf and representation of the administrator; and

e) Legible, notarially certified copy of the certification of the point of the act where the representative is authorized to grant the administration contract, if applicable.

The request and documentation may be presented through the means made available by the Superintendencia, which may be electronic. In any case, the period referred to in the first paragraph of Article 13 of these Standards will begin to count from the next business day after the request has been presented.

Art. 11.- The Administration Contract, as well as its respective modifications or extensions, if any, must be granted in accordance with the formalities indicated by the applicable legislation according to the nature of the administered assets.

Certification of Photocopies and Authentication of Signatures Art. 12.- Any photocopy presented to the Superintendencia in compliance with what is established in these Standards must be certified by a Salvadoran Notary. In cases where the photocopies correspond to the Tax Identification Number (TIN), notarized certification will not be required.

Similarly, the autograph signatures that match in any type of writings must be legalized by a Salvadoran Notary.

Notwithstanding the foregoing, if the presented documentation originates from abroad, both the photocopies and the signatures contained therein must be authenticated or certified by a foreign notary or official, as applicable, and follow the apostille procedure in the case of countries signatories to the "Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents"; otherwise, they must be legalized by the Head of the Diplomatic Mission, Consul, Vice-Consul, or Officer in Charge of Consular Affairs of El Salvador, or, in their absence, by officials of the Ministry of Foreign Relations of the country from which such documents originate.

Documentation originating from a foreign country, written in a language other than Spanish, to have validity in El Salvador, must be translated in accordance with what is established in the Law on the Notarial Practice of Voluntary Jurisdiction and Other Proceedings.

Procedure for Review of Administration Contracts Art. 13.- Upon receiving the request for review of the Administration Contract model in accordance with what is established in Article 10 of these Standards, the Superintendencia will proceed to verify compliance with the requirements defined in the Law and these Standards, having a period not exceeding fifteen business days counted from the date of presentation of the request, for its review. Once this period has expired and without communicating observations to the requesting entity, it will be understood that the model has no observations.

If the request is not accompanied by the complete and proper information detailed in Article 10 of these Standards, the Superintendencia, due to the lack of necessary requirements, may require the applicant to present the missing documents within a period of ten business days counted from the day following the notification, a period that may be extended at the request of the applicant when there are reasons justifying such extension.

The Superintendencia in the same notice will indicate to the applicant that if the information is not completed within the aforementioned period, it will proceed without further procedure to archive the request, leaving the applicant with the right to present a new request, which will give rise to a new procedure.

If after the analysis of the documentation presented in accordance with Article 10 of these Standards, the Superintendencia has observations or when the documentation or information presented is not sufficient to establish the facts or information intended to be accredited, the Superintendencia will notify the respective applicant to rectify the deficiencies communicated or present additional documentation or information requested.

The applicant will have a maximum period of ten business days counted from the day following the notification, to resolve the observations or present the additional information requested by the Superintendencia.

The Superintendencia may, through a reasoned resolution, extend by up to another ten business days, the period indicated in the previous paragraph, when the nature of the observations or notified deficiencies so requires.

Extension Period
Art. 14.- The applicant may present to the Superintendencia a request for extension of the period indicated in the fifth paragraph of Article 13 of these Standards, before the expiration of said period, stating the grounds on which it is based, and proposing, if applicable, the relevant proof.

The extension period may not exceed ten business days and will begin from the next business day after the expiration date of the original period.

Suspension of Period
Art. 15.- The period of up to fifteen business days indicated in the first paragraph of Article 13 of these Standards, will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the second and fifth paragraphs of said article, until the observations requested by the Superintendencia are resolved.

On the Notification of Review
Art. 16.- Once the review of the Administration contract models and the corresponding documents is finalized, the Superintendencia will pronounce itself within the period referred to in the first paragraph of Article 13 of these Standards.

Once the Administration Contract model has been reviewed and the completion of its review has been notified or the period granted in the first paragraph of Article 13 of these Standards has expired without an opinion being issued, the respective Contract may be granted.

CHAPTER IV
OTHER PROVISIONS AND VALIDITY

Sanctions
Art. 17.- Non-compliance with the provisions contained in these Standards will be sanctioned in accordance with what is established in the Law on Supervision and Regulation of the Financial System.

Repeal
Art. 18.- These Standards repeal the Standard for the Determination of the Minimum Requirements that Asset Administration Contracts Must Contain and for the Respective Approval thereof by the Superintendencia -3/2008), approved by the Board of Directors of the Securities Superintendencia in Session No. CD-13/2008 of April 1, 2008, whose Organic Law was repealed in accordance with Legislative Decree number 592 containing the Law on Supervision and Regulation of the Financial System, published in the Official Journal No. 23, Volume No. 390, dated February 2, 2011.

Transitory
Art. 19.- Requests presented in accordance with what is established in the Standard for the Determination of the Minimum Requirements that Asset Administration Contracts Must Contain and for the Respective Approval thereof by the Superintendencia -3/2008) and that were in process at the time these Standards entered into force, will be continued and concluded in accordance with the regulations under which they began.

Unforeseen Aspects
Art. 20.- Aspects not provided for in terms of regulation in these Standards will be resolved by the Central Bank through its Committee of Standards.

Validity
Art. 21.- These Standards will enter into force from October 11, two thousand twenty-three.