Compliance with EU Retention Rules Sample Clauses

Compliance with EU Retention Rules. “NMAC hereby confirms, represents and warrants to and agrees with, and irrevocably and unconditionally undertakes, solely for the benefit of each Applicable Investor, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) NMAC, as “originator” for the purposes of the EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than 5% of the nominal value of the securitized exposures, in the form of an originator’s interest in accordance with the text of option (b) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, in each case as in effect on the RR Amendment Effective Date, by holding all the membership interest in NWRC II, which in turn holds all or part of the Transferor Interest (the “Retained Interest”); (b) NMAC will not (and will not permit NWRC II or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest if, as a result, NMAC would not retain a material net economic interest in an amount that is not less than 5% of the nominal value of the securitized exposures, except to the extent permitted in accordance with the EU Retention Rules; (c) NMAC will not change the manner in which it retains its net economic interest in the securitized exposures while any Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and (d) NMAC will provide ongoing confirmation of NMAC’s continued compliance with its obligations described in (a) and (b) above in or concurrently with the delivery of each Payment Date Statement. For purposes of this Section 5.09, the “nominal value of the securitized exposures” means the Adjusted Pool Balance, and the amount of the Retained Interest means the excess of the Adjusted Pool Balance over the sum of the Invested Amounts with respect to all Series. None of the Issuer, the Seller, the Servicer, the Depositor, any other parties to the Transactions Documents and none of their respective Affiliates makes any representations as to whether the matters set forth above in this Section 5.09 are sufficient for compliance with any EU Retention Rules.” (c) The definition of “Eligible Investments” in the Annex of Definitions is hereby amended and restated in full to read as follows: