Common use of EU Risk Retention Requirements Clause in Contracts

EU Risk Retention Requirements. The Equityholder (in its capacity as Retention Holder) hereby represents and covenants, for the benefit of the Administrative Agent, the Lenders, the Collateral Agent (for the benefit of the Secured Parties) and, in respect of paragraphs (c) and (e) below only, the Collateral Manager that, for so long as any Advance remains outstanding: (a) it will retain, as originator, on an ongoing basis, a material net economic interest in the form specified in paragraph (d) of Article 6(3) of the Securitisation Regulation as in effect as at the date of this Agreement, being 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, through maintaining funding to the Borrower under the LPA, in an amount equal to not less than 5% of the Retention Basis Amount (such net economic interest being the “Retention”); (b) neither it nor any of its Affiliates will sell, hedge, enter into a short position or otherwise mitigate its credit risk under or associated with the Retention where to do so would cause the transaction contemplated by the Facility Documents to cease to be compliant with the EU Retention Requirements; (c) it will confirm to each of the Borrower, the Administrative Agent, the Collateral Manager, each Lender and the Collateral Agent, its continued compliance with the covenants set out at paragraphs (a) and (b) above in each Monthly Report and each Payment Date Report; (d) [reserved]; (e) it will promptly notify the Borrower, the Administrative Agent, the Collateral Manager, each Lender and the Collateral Agent in writing if for any reason it fails to comply with either of the covenants set out in paragraphs (a) or (b) above in any way; (f) it will notify each of its Affiliates of the contents of paragraph (b) above and shall use reasonable endeavours to procure that each of its Affiliates complies with the terms of paragraph (b) as if it were a party thereto; and (g) (A) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral Loan pursuant to part (a) of the definition thereof, it applied sound and well-defined credit granting criteria to the origination of the Collateral Loan; (B) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral Loan pursuant to part (b) of the definition thereof, it has verified, in light of the information available to it and subject to its usual standard of care, and reasonably believes that the entity which was, directly or indirectly, involved in the original agreement which created the Collateral Loan applied sound and well-defined credit granting criteria to the origination of the Collateral Loan, and that it maintained clearly established processes for approving, amending, modifying, renewing and financing the Collateral Loan and had effective systems in place to apply those criteria and processes to ensure that the Collateral Loan was granted and approved based on a thorough assessment of the relevant Obligor’s creditworthiness; and (C) it and the Borrower have, and reasonably expect to maintain, clearly established criteria and processes for originating, amending, modifying, renewing and financing the Collateral Loans (the “Collateral Loan Originations and Revisions”) and have effective systems in place to apply those criteria and processes to ensure that Collateral Loan Originations and Revisions are granted and approved based on a thorough assessment of each Obligor’s creditworthiness.

EU Risk Retention Requirements. The Equityholder (in its capacity as Retention Holder) hereby represents and covenants, for the benefit Under article 6 of the Administrative AgentSecuritisation Regulation, the Lenders, the Collateral Agent (for the benefit of the Secured Parties) and, in respect of paragraphs (c) and (e) below only, the Collateral Manager that, for so long as any Advance remains outstanding: (a) it will retain, as originator, sponsor or original lender of a securitisation shall retain on an ongoing basis, basis a material net economic interest in the form specified in paragraph (d) securitisation of Article 6(3not less than 5 per cent. ALD AutoLeasing D GmbH acts as "originator" within the meaning of article 6 of the Securitisation Regulation and has agreed to retain the material net economic interest. The material net economic interest is not subject to any credit-risk mitigation or hedging. Pursuant to article 6(3)(d) of the Securitisation Regulation Regulation, a net economic interest may be retained through a first loss tranche. ALD AutoLeasing D GmbH - in its capacity as in effect as at "originator" within the date of this Agreement, being retention meaning of the Securitisation Regulation - will, on an ongoing basis whilst any of the Class A Notes and the Class B Notes remain outstanding retain for the life of the Transaction a material net economic interest of not less than 5 per cent. with respect to the Transaction in accordance with article 6(3)(d) of the Securitisation Regulation. For the purposes of compliance with the requirements of article 6(3)(d) of the Securitisation Regulation, ALD AutoLeasing D GmbH will do each of the following: First, ALD AutoLeasing D GmbH will retain on an on-going basis until the earlier of (i) the redemption of the Class A Notes and the Class B Notes in full or (ii) the Legal Maturity Date, a first loss tranche and, if necessary, other tranches having constituted by the same or a more severe risk profile than those transferred or sold claim for repayment of the outstanding Subordinated Loan of EUR 2,059,000 (on the Closing Date) to investors be made finally and not maturing any earlier than those transferred or sold to investors, through maintaining funding fully available by ALD AutoLeasing D GmbH in its capacity as Lender to the Borrower Issuer under the LPASubordinated Loan Agreement on the Closing Date. The nominal amount of such Subordinated Loan equals 0.5 per cent. of the portfolio comprising the Initial Purchased Receivables on the Closing Date. Pursuant to the Pre-Enforcement Priority of Payments and the Post-Enforcement Priority of Payments (as applicable), any payments due under the Subordinated Loan Agreement are subordinated to payments due under the Notes. Second, ALD AutoLeasing D GmbH will retain, on an on-going basis until the earlier of (i) the redemption of the Class A Notes and the Class B Notes in full or (ii) the Legal Maturity Date, the Class C Notes in an aggregate principal amount equal to not less than 5% at least 5 per cent. of the Retention Basis Amount securitised exposures (such net economic interest being i.e. the “Retention”Purchased Receivables) (the Class C Notes together with the Subordinated Loan are together referred to as the "Retained Risk"); (b) neither it nor any of its Affiliates will . Pursuant to the Subscription Agreement, ALD AutoLeasing D GmbH undertakes to purchase and retain the Class C Notes and not to sell, transfer, hedge, enter into a short position positions or otherwise mitigate its credit risk under or associated with the Retention where to do so would cause Retained Risk until the transaction contemplated earlier of (i) the redemption of the Class A Notes and the Class B Notes in full or (ii) the Legal Maturity Date, save as in accordance with article 6(3)(d) of the Securitisation Regulation. The level of retention may reduce over time in compliance with article 10(2) of the Commission Delegated Regulation (EU) 625/2014 or any successor delegated regulation. After the Closing Date, the Servicer will prepare monthly Servicer Reports wherein, among others, an overview of the retention of the material net economic interest by the Facility Documents Originator for the purposes of which the Servicer will provide the Issuer with all information required in accordance with article 7 of the Securitisation Regulation. Please also see "Risk Retention and Transparency Requirements – EU Transparency Requirements" below. Any failure by ALD AutoLeasing D GmbH to cease fulfil the obligations under article 6 of the Securitisation Regulation may cause this Transaction to be non-compliant with the EU Retention Requirements; (c) it will confirm to each Securitisation Regulation. None of the BorrowerIssuer, the Administrative AgentLead Manager, the Collateral Manager, each Lender and Arranger or ALD AutoLeasing D GmbH makes any representation that the Collateral Agent, its continued measures taken by ALD AutoLeasing D GmbH aiming for compliance with the covenants set out at paragraphs (a) and (b) above in each Monthly Report and each Payment Date Report; (d) [reserved]; (e) it will promptly notify the Borrower, the Administrative Agent, the Collateral Manager, each Lender and the Collateral Agent in writing if for any reason it fails to comply with either risk retention requirements under article 6 of the covenants set out in paragraphs Securitisation Regulation (aand/or any implementing rules) are or (b) above in any way; (f) it will notify each of its Affiliates of the contents of paragraph (b) above and shall use reasonable endeavours to procure that each of its Affiliates complies with the terms of paragraph (b) as if it were a party thereto; and (g) (A) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral Loan pursuant to part (a) of the definition thereof, it applied sound and well-defined credit granting criteria to the origination of the Collateral Loan; (B) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral Loan pursuant to part (b) of the definition thereof, it has verified, in light of the information available to it and subject to its usual standard of care, and reasonably believes that the entity which was, directly or indirectly, involved in the original agreement which created the Collateral Loan applied sound and well-defined credit granting criteria to the origination of the Collateral Loan, and that it maintained clearly established processes be actually sufficient for approving, amending, modifying, renewing and financing the Collateral Loan and had effective systems in place to apply those criteria and processes to ensure that the Collateral Loan was granted and approved based on a thorough assessment of the relevant Obligor’s creditworthiness; and (C) it and the Borrower have, and reasonably expect to maintain, clearly established criteria and processes for originating, amending, modifying, renewing and financing the Collateral Loans (the “Collateral Loan Originations and Revisions”) and have effective systems in place to apply those criteria and processes to ensure that Collateral Loan Originations and Revisions are granted and approved based on a thorough assessment of each Obligor’s creditworthinesssuch purposes.

EU Risk Retention Requirements. The Equityholder (in its capacity as Retention Holder) hereby represents and covenants, for the benefit of the Administrative Agent, the Lenders, the Collateral Agent (for the benefit of the Secured Parties) and, in respect of paragraphs (c) and (ed) below only, the Collateral Manager Servicer that, for so long as any Advance remains outstanding: : (a) it will retain, as originatororiginator (in accordance with its representation made in Section 4.03(o)), on an ongoing basis, a material net economic interest in the form specified in paragraph (d) of Article 6(3) of the Securitisation Regulation as in effect as at the date of this AgreementClosing Date, being 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, through maintaining its ownership of the LLC Interests and funding to the Borrower under the LPALLC Agreement, in an amount equal to not less than 5% of the Retention Basis Amount (such net economic interest being the “Retention”); ; (b) neither it nor any of its Affiliates will sell, hedge, enter into a short position or otherwise mitigate its credit risk under or associated with the Retention where to do so would cause the transaction contemplated by the Facility Documents to cease to be compliant with the EU Retention Requirements; ; (c) it will confirm to each of the Borrower, the Administrative Agent, the Collateral ManagerServicer, each Lender and the Collateral Agent, its continued compliance with the covenants set out at paragraphs (a) and (b) above in each Monthly Report and each Payment Date Report; ; (d) [reserved]; (e) it will promptly notify the Borrower, the Administrative Agent, the Collateral ManagerServicer, each Lender and the Collateral Agent in writing if for any reason it fails to comply with either of the covenants set out in paragraphs (a) or (b) above in any way; ; (fe) it will notify each of its Affiliates within the Oak Hill Advisor Group of the contents of paragraph (b) above and shall use reasonable endeavours to procure that each of its Affiliates complies with the terms of paragraph (b) as if it were a party thereto; and (f) as the parent of the Borrower and the direct holder of 100% of the LLC Interests therein, (x) it is exposed as at the Closing Date and (y) will continue to be exposed at all times following the Closing Date, to the credit risk of more than 50% of the Collateral Loans (by nominal amount) held by the Borrower for its own account; and (g) ) (A) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral Loan pursuant to part (a) of the definition thereof, it applied sound and well-defined credit granting criteria to the origination of the Collateral Loan; (B) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral Loan pursuant to part (b) of the definition thereofBorrower, it has verified, in light of the information available to it and subject to its usual standard of care, and reasonably believes that the entity which was, directly or indirectly, involved in the original agreement which created the Collateral Loan applied sound and well-defined credit granting criteria to the origination of the Collateral Loan, and that it maintained clearly established processes for approving, amending, modifying, renewing and financing the Collateral Loan and had effective systems in place to apply those criteria and processes to ensure that the Collateral Loan was granted and approved based on a thorough assessment of the relevant Obligor’s creditworthiness; and (CB) it and the Borrower have, and reasonably expect to maintain, clearly established criteria and processes for originating, amending, modifying, renewing and financing the Collateral Loans (the “Collateral Loan Originations and Revisions”) and have effective systems in place to apply those criteria and processes to ensure that Collateral Loan Originations and Revisions are granted and approved based on a thorough assessment of each Obligor’s creditworthiness.

EU Risk Retention Requirements. The Equityholder (in its capacity as Retention Holder) hereby represents and covenants, for the benefit of the Administrative Agent, the Lenders, the Collateral Agent (for the benefit of the Secured Parties) and, in respect of paragraphs clauses (c) and (ed) below only, the Collateral Manager Servicer that, for so long as any Advance remains outstanding: (a) it will retain, as originatororiginator (in accordance with its representation made in Section 4.03(o)), on an ongoing basis, a material net economic interest in the form specified in paragraph (d) of Article 6(3) of the Securitisation Regulation as in effect as at the date of this AgreementClosing Date, being 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, through maintaining its ownership of the LLC Interests and funding to the Borrower under the LPALLC Agreement, in an amount equal to not less than 5% of the Retention Basis Amount (such net economic interest being the “Retention”); (b) neither it nor any of its Affiliates will sell, hedge, enter into a short position or otherwise mitigate its credit risk under or associated with the Retention where to do so would cause the transaction contemplated by the Facility Documents to cease to be compliant with the EU Retention Requirements; (c) it will confirm to each of the Borrower, the Administrative Agent, the Collateral ManagerServicer, each Lender and the Collateral Agent, its continued compliance with the covenants set out at paragraphs clauses (a) and (b) above in each Monthly Report and each Payment Date Report; (d) [reserved]; (e) it will promptly notify the Borrower, the Administrative Agent, the Collateral ManagerServicer, each Lender and the Collateral Agent in writing if for any reason it fails to comply with either of the covenants set out in paragraphs clause (a) or (b) above in any way; (fe) it will notify each of its Affiliates within the Oak Hill Advisor Group of the contents of paragraph clause (b) above and shall use reasonable endeavours to procure that each of its Affiliates complies with the terms of paragraph clause (b) as if it were a party thereto; (f) as the parent of the Borrower and the direct holder of 100% of the LLC Interests therein, (x) it is exposed as at the Closing Date and (y) will continue to be exposed at all times following the Closing Date, to the credit risk of more than 50% of the Collateral Loans (by nominal amount) held by the Borrower for its own account; and (g) (A) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral Loan pursuant to part (a) of the definition thereof, it applied sound and well-defined credit granting criteria to the origination of the Collateral Loan; (B) in relation to each Collateral Loan acquired by the Borrower which is a Retention Holder Originated Collateral Loan pursuant to part (b) of the definition thereofBorrower, it has verified, in light of the information available to it and subject to its usual standard of care, and reasonably believes that the entity which was, directly or indirectly, involved in the original agreement which created the Collateral Loan applied sound and well-defined credit granting criteria to the origination of the Collateral Loan, and that it maintained clearly established processes for approving, amending, modifying, renewing and financing the Collateral Loan and had effective systems in place to apply those criteria and processes to ensure that the Collateral Loan was granted and approved based on a thorough assessment of the relevant Obligor’s creditworthiness; and (CB) it and the Borrower have, and reasonably expect to maintain, clearly established criteria and processes for originating, amending, modifying, renewing and financing the Collateral Loans (the “Collateral Loan Originations and Revisions”) and have effective systems in place to apply those criteria and processes to ensure that Collateral Loan Originations and Revisions are granted and approved based on a thorough assessment of each Obligor’s creditworthiness.