EU Risk Retention. World Omni hereby covenants and agrees, in connection with the EU Securitization Rules as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding:
(a) World Omni, as “originator” (as such term is defined for the purposes of the Securitization Regulation), will retain, upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) in the asset-backed financing transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described in option (d) of Article 6(3) of the Securitization Regulation, by holding all the limited liability company interests in the Depositor (or one or more wholly-owned special purpose subsidiaries of World Omni), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% of the aggregate nominal value of the receivables in the pool;
(b) World Omni will not (and will not permit the Depositor or any of its other Affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the EU Securitization Rules;
(c) World Omni will not change the retention option or method of calculating the EU Retained Interest while any of the Notes are Outstanding, except under exceptional circumstances in accordance with the EU Securitization Rules; and
(d) World Omni will provide ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to Noteholders, (ii) upon the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Prospectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents.
EU Risk Retention. TMCC, in its capacity as the originator of the Receivables, hereby agrees, with reference to the E.U. Retention Rules:
(a) to retain, on an ongoing basis, a material net economic interest of not less than 5% of the nominal value of each of the tranches sold or transferred to investors within the meaning of paragraph 1(a) of Article 405 of Regulation (EU) No 575/2013, paragraph 1(a) of Article 51 of Regulation (EU) No 231/2013, and paragraph 2(a) of Article 254 of Regulation (EU) No 2015/35 (the “E.U. Retained Interest”), by retaining, either directly or indirectly through one or more wholly-owned subsidiaries that are special purpose entities and not operating companies, not less than 5% (by initial principal balance) of each Class of the Notes and not less than 5% of the percentage interests in the Certificate, and initially by causing the Depositor to acquire such securities on the Closing Date;
(b) to cause the E.U. Retained Interest to not be subject to any credit risk mitigation or any short positions or any other xxxxxx and to not be sold, except to the extent permitted by the E.U. Retention Rules as may be in effect from time to time;
(c) that it will provide such information within its possession or control (subject to any applicable duties of confidentiality) as may be reasonably requested by a Noteholder and which is necessary to satisfy the E.U. Retention Rules, for so long as any of the Notes remain outstanding;
(d) to confirm its continued compliance with its agreements described in paragraphs (a) and (b) above: (i) for so long as TMCC is the Servicer, in each monthly Servicer’s Certificate, and (ii) if TMCC is not the Servicer, to the Indenture Trustee on a monthly basis; and
(e) to promptly notify the Issuer and the Indenture Trustee if it fails to comply with its agreements described in paragraphs (a) and (b) above.
EU Risk Retention. None of Regional Management, the Issuer, the Initial Purchasers or their respective Affiliates or any other person intends to retain a material net economic interest in the transaction in accordance with the EU Securitization Regulation or take any other action that may be required by EU Institutional Investors for the purpose of their compliance with the EU Securitization Regulation.
EU Risk Retention. Each of the representations and warranties of Xxxxx Corning Sales set forth in Schedule VI to this Agreement (EU Risk Retention Provisions) is true and correct.
EU Risk Retention. Xxxxx Corning Sales shall perform each of its covenants set forth in Schedule VI to this Agreement (EU Risk Retention Provisions).
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Prospectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) subject the Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Prospectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
EU Risk Retention. The Bank hereby covenants and agrees, in connection with the EU Securitization Regulation and the UK Securitization Regulation, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding:
(a) The Bank, as “originator” (as such term is defined for the purposes of each of the Securitization Regulations), will retain, upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Prospectus, in the form of retention of at least 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (a) of Article 6(3) of the EU Securitization Regulation and option (a) of Article 6(3) of the UK Securitization Regulation, by holding (i) at least 5% of the nominal value of each Class of Notes and (ii) all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of the Bank), which in turn will hold at least 5% of the nominal value of the Certificates;
(b) The Bank will not (and will not permit the Seller or any of its other affiliates to) hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except, in each case, to the extent permitted by the SR Rules;
(c) The Bank will not change the manner or form in which it retains the Retained Interest while any of the Notes are outstanding, except as permitted by the SR Rules; and
(d) The Bank will provide ongoing confirmation of its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), in or concurrently with the delivery of each Servicer’s Report.]
EU Risk Retention. With reference to Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, each as in effect on the date of the issuance of the Notes, Citibank covenants and agrees with the Underwriters that (i) Citibank, as “originator” for the purposes of the EU risk retention rules will retain on an ongoing basis a material net economic interest that is not less than five percent of the nominal value of the securitized exposures, in a form that is intended to qualify as an originator’s interest as provided in 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, by holding all or part of the Sellers’ Interest; (ii) Citibank will not allow the retained interest to be subject to any credit risk mitigation, short position or other hedge or to be sold, if as a result, Citibank would not retain a material net economic interest in an amount that is not less than five percent of the nominal value of the securitized exposures, except to the extent permitted in accordance with Article 405(1) of the CRR (as supplemented by Article 12 of the CRR Delegated Regulation), Article 51(1) of the AIFM Regulation and Article 254 of the Solvency II Regulation; (iii) Citibank will not change the manner in which it retains its net economic interest in the securitized exposures while the Notes are outstanding, except in accordance with that Article 405(1) (as supplemented by Article 10 of the CRR Delegated Regulation), that Article 51(1) and that Article 254; and (iv) Citibank will provide ongoing confirmation of its continued compliance with its obligations in clauses (i) and (ii) in this paragraph in or concurrently with the delivery of each monthly Issuer’s Report pursuant to the Indenture while and to the extent that the EU risk retention rules remain in the form effective on the date the Notes are issued.
