Common use of EU Risk Retention Clause in Contracts

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. 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. 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.. ARTICLE XI