Common use of Retention Requirements Clause in Contracts

Retention Requirements. Each Originator: (a) shall collectively with the other Originators, as originators, retain a material net economic interest in the Receivables (the “EU Retained Interest”) of not less than five (5) percent of the aggregate nominal value of the Receivables in the form specified in paragraph 1(d) of Article 405 of EU Regulation 575/2013, paragraph (1)(d) of Article 51 of the EU Regulation 231/2013 and paragraph 2(d) of Article 254 of EU Regulation 2015/35, in each case, as they apply as of the Closing Date (that is, retention of the first loss tranche and, if necessary, other tranches having the same or a more severe risk profile than those transferred or sold to investors and not maturing any earlier than those transferred or sold to investors, so that the retention equals in total no less than five (5) percent of the nominal value of the securitised exposures) by holding Certificates with a notional amount that corresponds to not less than five (5) percent of the aggregate nominal value of the Receivables (or such lower amount, including zero (0) percent, if such lower amount is required or permitted under the EU Retention Rules at such time as a result of amendment, repeal or otherwise); (b) shall not, and shall procure that its Affiliates do not, sell, hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest by it or the Receivables, except to the extent permitted in accordance with the EU Retention Rules as applicable as of the Closing Date or thereafter; (c) shall (i) take such further action, and (ii) provide such information in the possession of such Originator to the extent the same is not subject to a duty of confidentiality, in each case, (A) as may reasonably be required to satisfy the EU Retention Rules as they apply as of the Closing Date and, in the case of the requirement specified in sub-paragraph (ii), as they apply following the Closing Date, and (B) at the cost and expense of the party seeking such further action, information or agreements; (d) shall confirm or shall cause Cellco to confirm on its behalf in writing its continuing compliance with the undertakings set out in paragraphs (a) and (b) above to the Issuer, the Servicer, the Owner Trustee and the Administrator, (i) on a monthly basis and (ii) at any time upon the notification by the Administrator to the Originators (a) that the Administrator has determined that the performance of the Notes or the risk characteristics of the Notes or of the Receivables has materially changed or (b) following a breach of the obligations included herein; and (e) shall promptly notify the Issuer, the Servicer, the Owner Trustee and the Administrator in writing if for any reason: (i) it has ceased to hold the EU Retained Interest in accordance with paragraph (a) above; (ii) it has failed to comply with the undertakings set out in paragraphs (b) and (c) above in any way; or (iii) any of the representations of such Originator with respect to the EU Retention Rules contained herein fail to be true on any date.

Retention Requirements. Each Originator: (a) shall collectively with the other Originators, as originators, retain a material net economic interest in the Receivables (the “"EU Retained Interest”") of not less than five (5) percent of the aggregate nominal value of the Receivables in the form specified in paragraph 1(d) of Article 405 of EU Regulation 575/2013, paragraph (1)(d) of Article 51 of the EU Regulation 231/2013 and paragraph 2(d) of Article 254 of EU Regulation 2015/35, in each case, as they apply as of the Closing Date (that is, retention of the first loss tranche and, if necessary, other tranches having the same or a more severe risk profile than those transferred or sold to investors and not maturing any earlier than those transferred or sold to investors, so that the retention equals in total no less than five (5) percent of the nominal value of the securitised exposures) by holding [Certificates with a notional amount that corresponds to not less than five (5) percent percent] of the aggregate nominal value of the Receivables (or such lower amount, including zero (0) percent, if such lower amount is required or permitted under the EU Retention Rules at such time as a result of amendment, repeal or otherwise); (b) shall not, and shall procure that its Affiliates do not, sell, hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest by it or the Receivables, except to the extent permitted in accordance with the EU Retention Rules as applicable as of the Closing Date or thereafter; (c) shall (i) take such further action, and (ii) provide such information in the possession of such Originator to the extent the same is not subject to a duty of confidentiality, in each case, (A) as may reasonably be required to satisfy the EU Retention Rules as they apply as of the Closing Date and, in the case of the requirement specified in sub-paragraph (ii), as they apply following the Closing Date, and (B) at the cost and expense of the party seeking such further action, information or agreements; (d) shall confirm or shall cause Cellco to confirm on its behalf in writing its continuing compliance with the undertakings set out in paragraphs (a) and (b) above to the Issuer, the Servicer, the Owner Trustee and the Administrator, (i) on a monthly basis and (ii) at any time upon the notification by the Administrator to the Originators (a) that the Administrator has determined that the performance of the Notes or the risk characteristics of the Notes or of the Receivables has materially changed or (b) following a breach of the obligations included herein; and (e) shall promptly notify the Issuer, the Servicer, the Owner Trustee and the Administrator in writing if for any reason: (i) it has ceased to hold the EU Retained Interest in accordance with paragraph (a) above; (ii) it has failed to comply with the undertakings set out in paragraphs (b) and (c) above in any way; or (iii) any of the representations of such Originator with respect to the EU Retention Rules contained herein fail to be true on any date.]

Retention Requirements. Each Originator(a) The Retention Holder, for so long as any Advance remains outstanding: (ai) shall collectively with the other Originatorswill retain, as originatorson an ongoing basis, retain a material net economic interest in the Receivables first loss tranche (as such term is defined in the “EU Retained Interest”Securitisation Regulations) of not less than five (5) percent of the aggregate nominal value of the Receivables in the form specified in paragraph 1(d) of Article 405 of EU Regulation 575/2013, paragraph (1)(d) of Article 51 of the EU Regulation 231/2013 and paragraph 2(d) of Article 254 of EU Regulation 2015/35, in each case, as they apply as of the Closing Date (that is, retention of the first loss tranche and, if necessary, other tranches having the same or a more severe risk profile than those transferred or sold to investors and not maturing any earlier than those transferred or sold to investors, so that the retention equals in total no less than five (5) percent per cent. of the nominal value of the securitised exposures) by exposures through the holding Certificates with a notional amount that corresponds to of 100% of the ownership interest in the Borrower, representing not less than five (5) percent per cent. of the aggregate nominal value principal amount outstanding of all Loans in the Portfolio (which does not include Loans in respect of which the Borrower has entered into a binding commitment to purchase but have not yet settled but does include Loans in respect of which the Borrower has entered into a binding commitment to sell but which have not yet settled) on the relevant date of determination within the meaning of Article 6(3)(d) of the Receivables EU Securitisation Regulation, Article 6(3)(d) of Chapter 2 of the UK PRASR and UK SECN 5.2.8(1)(a), in each case, in effect on the date of this Agreement (or such lower amount, including zero (0) percent, if such lower amount is required or permitted under the EU Retention Rules at such time as a result of amendment, repeal or otherwise“Risk Retention”); (bii) shall not, and shall procure that its Affiliates do not, will not sell, hedge or otherwise mitigate its the credit risk under or associated with of the EU Retained Interest by it or the ReceivablesRisk Retention, except to the extent permitted in accordance with the EU Retention Rules as applicable as of the Closing Date or thereafterRequirements; (ciii) shall subject to any regulatory requirements, will (i) take such further reasonable action, and enter into such other agreements, in each case, as may be reasonably required to satisfy the Retention Requirements as in force on the date of this Agreement and (ii) provide such to the Borrower, on a confidential basis, information in the possession of the Retention Holder relating to its holding of the Risk Retention, at the cost and expense of the party seeking such Originator information, and to the extent the same is not subject to a duty of confidentiality; and (iv) will, following receipt of written request from any Lender (and subject to any regulatory requirements, such actions being lawful, and to the extent not subject to a duty of confidentiality), provide such Lender such information (in each case, (A) a form and substance as may be reasonably be required requested by such Lender) so as to satisfy ensure such Lender’s compliance with the EU Due Diligence Requirements; provided that, prior to receiving such information, such Lender (1) either (x) can satisfactorily demonstrate to the Retention Rules as they apply as of Holder that such information is necessary to ensure compliance with the Closing Date andDue Diligence Requirements or (y) represents to the Retention Holder that such information has been requested by a governmental body, agency or official (including any bank regulatory agency) in connection with the case of the requirement specified in sub-paragraph (ii), as they apply following the Closing DateDue Diligence Requirements, and (B2) at the cost and expense of the party seeking agrees to keep such further actioninformation confidential (provided that such Lender may share such information with any governmental body, information agency or agreements;official (including any bank regulatory agency) or as required by any applicable law or regulation). (db) The Retention Holder shall confirm or shall cause Cellco to confirm on the Lenders its behalf in writing its continuing compliance with the undertakings covenant set out in paragraphs (a) and (bSection 14.1(a) above to the Issuer, the Servicer, the Owner Trustee and the Administrator, in writing (which may be via email): (i) on a monthly basis and (ii) at any time upon the notification by the Administrator to the Originators (a) that the Administrator has determined that the performance of the Notes or the risk characteristics of the Notes or of the Receivables has materially changed or (b) following a breach of the obligations included hereinbasis; and (ii) on the date of each Funding Request. (c) The Retention Holder hereby agrees that if, at any time, it fails to comply with its obligations in this Article XIV, it shall immediately provide notice thereof in writing (which may be by email) to the Borrower and the Lenders. (d) The Retention Holder reasonably believes that it qualifies as an “originator” for the purposes of the Retention Requirements. (e) shall promptly notify the Issuer, the Servicer, the Owner Trustee The Retention Holder undertakes and the Administrator in writing if agrees for so long as any reason: Advance remains outstanding that: (i) in relation to every Originated Loan, it has ceased to hold either itself or through related entities, directly or indirectly, was involved in the EU Retained Interest in accordance with paragraph (a) above; original agreement which created or will create such obligation; (ii) it has failed to comply with the undertakings set out in paragraphs (b) and (c) above in any way; or Originator Requirement is satisfied; (iii) it is not an entity that has been established or that operates for the sole purpose of securitising exposures; and (iv) it, together with the Collateral Manager, has established the transaction contemplated hereby. (f) On or prior to the date of this Agreement, the Retention Holder has provided to the Lead Lender, the Loan Agent, the Borrower, the Collateral Manager and the Collateral Agent the transaction summary contained in Schedule X to this Agreement; provided that none of the Collateral Agent, the Document Custodian or the Loan Agent shall have any obligation or duty to determine or otherwise monitor the Retention Holder’s compliance with the Retention Requirements or confirm or otherwise ascertain the correctness or accuracy of Schedule X or any other transaction summary. (g) No party other than the Retention Holder shall be responsible for the monitoring of, compliance with, or for investigating any matter which is the subject of the representations of and covenants given by the Retention Holder pursuant to this Article XIV, and no such Originator with respect party shall be under any obligation to take any action in relation to the EU Retention Rules contained herein fail Holder’s non-compliance with the representations and covenants given by the Retention Holder pursuant to this Article XIV or be liable for any non-compliance by the Retention Holder with the representations and covenants given by the Retention Holder pursuant to this Article XIV. (h) To the extent the Retention Holder holds assets which are comparable to the Loans on its balance sheet, the Retention Holder shall not select any Loan to be true transferred to, or acquired by, the Borrower with the intention of rendering losses on any datesuch assets to the Borrower measured over the life of the transaction, or over a maximum of four years where the life of the transaction is longer than four years, higher than the losses over the same period on comparable assets held on its balance sheet. (i) The Retention Holder shall ensure that in the case of each Originated Loans for which the Retention Holder itself or through its related entities, directly or indirectly, was involved in the original agreement which created such asset, it applies the same sound and well-defined criteria for credit-granting which such entity applies to non-securitised assets.