Regulation RR Risk Retention Ford Credit, as Sponsor, and the Depositor agree that (i) Ford Credit will cause the Depositor to, and the Depositor will, retain the Residual Interest on the Closing Date and (ii) Ford Credit will not permit the Depositor to, and the Depositor will not, sell, transfer, finance or hedge the Residual Interest except as permitted by Regulation RR.
Risk Retention (a) For so long as any Obligations are outstanding: (i) the Equityholder represents and undertakes to the Lenders that: (A) as an originator (as such term is defined in the Capital Requirements Regulation) for the purposes of the Retention Requirements, it holds and will retain on an on-going basis, a net economic interest in the securitization transaction contemplated by this Agreement, which shall not be less than 5% of the aggregate nominal value of all the Collateral Obligations (the “Retained Economic Interest”) measured at the time of origination (being the occasion of each origination or acquisition of a Collateral Obligation by the Borrower); (B) the Retained Economic Interest takes the form of a first loss tranche in accordance with (i) paragraph 1(d) of Article 405 of the Capital Requirements Regulation, (ii) paragraph 1(d) of Article 51 of the AIFMD Level 2 Regulation and (iii) paragraph 2(d) of Article 254 of the Solvency II Level 2 Regulation, as represented by the Equityholder’s limited liability company interest in the Borrower; (C) the Retained Economic Interest shall be based upon the original par amount of the limited liability company interests of the Borrower held by the Retention ProviderEquityholder, plus any increases in the principal amount thereof, and calculated as a percentage of the nominal value of the Collateral Obligations; (D) its retention of the Retained Economic Interest shall be measured upon each origination as described in (A) above on the basis of nominal value (without taking account of acquisition prices); (E) with respect to each Collateral Obligation that it sells or transfers to the Borrower, it shall have held such Collateral Obligation for its own account prior to selling such obligation to the Borrower; (F) it shallit shall (i) originate (ias per Section 10.24(d)(A) and (B) below) over 50% (measured by total nominal amount) of all Collateral Obligations acquired (or committed to be acquired) by the Borrower, such proportion measured on the basis of the nominal value at each respective acquisition of any Collateral Loan (other than cash or those acquired from interest proceeds) acquired by the Borrower in aggregate during the term of this Agreement and (ii) in relation tocircumstances where a Collateral Obligation is to be acquired by the Borrower that will not be acquired from a party other than the Equityholder only,, the Equityholder shall have originated over 50% (measured by total nominal amount) of all Collateral Obligations acquired (or committed to be acquired) by the Borrower, such proportion measured on the basis of the nominal value at each respective origination of all Collateral Obligations that are expected to be held by the Borrower following the settlement of any such acquisition; (G) in relation to every Collateral Obligation (other than cash) that it sells to the Borrower, it shall apply the same sound and well-defined criteria for credit-granting to such Collateral Obligations as it does to obligations to be held on its own books; (H) in relation to every Collateral Obligation (other than cash) that it sells to the Borrower in respect of which it has (x) not undertaken the original credit-granting or (y) is not active in credit-granting the specific type of obligation, it shall ensure that it obtains all the necessary information required to assess whether the credit-granting criteria that have been applied are as sound and well-defined as the credit-granting criteria it applies to non-securitized obligations, provided that the obligation in clauses (G) and (H) shall cease to apply if the Retention Requirements limit such requirements to comply with such obligation to European regulated originator and/or sponsor institutions only; and (Iand (F) the Equityholder shall not sell or enter into any credit risk mitigation, short positions or any other xxxxxx or otherwise seek to mitigate its credit risk with respect to its limited liability company interests in the Borrower (except as permitted by the Retention Requirements).
(b) The Borrower and the Equityholder shall cause each Collateral Report to contain or be accompanied by a certification from the Equityholder containing a representation that all of the conditions set forth in clause (a) above are true and have been true up to and on each date of the related Collection Period. The Equityholder shall provide to the Administrative Agent, the Collateral Agent and each Lender (via the Collateral Agent’s Website): (A) prompt written notice of any breach of its obligations set forth in Section 10.24(a) (including if, for any reason, the Equityholder has ceased to hold the Retained Economic Interest at any time); and (B) all information that any such entity reasonably requests in connection with its obligations under the Retention Requirements, subject to any applicable confidentiality restrictions.
(c) The Equityholder shall additionally confirm its compliance with the conditions set forth in clause (a) above to the Borrower, the Administrative Agent and/or any Lender that is subject to the Retention Requirements:
(i) upon any written request by or on behalf of the Borrower (x) as a result of a material change in (x) the performance of the Advances, the risk characteristics of the transaction or the Collateral Obligations from time to time and (y) upon the occurrence of any Event of Default or becoming aware of any breach of the obligations contained in any Transaction Document; and
(ii) promptly following a request by or on behalf of the Borrower, upon (x) any material amendment of any Transaction Document and (y) any additional Advances being made, in each case where the Borrower has received a request for the same from any Lender that is subject to the Retention Requirements.
(d) With respect to Collateral Obligations representing more than 50% of all Collateral Obligations acquired by the Borrower, the Equityholder shall be deemed to represent that it has either:
(A) purchased such Collateral Obligations in the secondary market for its own account and has retained credit and market risk in respect of such Collateral Obligation for at least 15 days on a weighted average basis before transfer to the Borrower; or
(B) itself or through related entities, directly or indirectly, been involved in the original agreement which created such Collateral Obligations.
Credit Risk Retention The Seller shall retain, either directly or through a “majority-owned affiliate” (as such term is defined in 17 CFR Part 246.2) of the Seller, an economic interest in the Receivables in accordance with 17 CFR Part 246.4, and shall not, and shall cause any such majority-owned affiliate to not, sell, pledge or hedge such interest except as is permissible under 17 CFR Part 246.12.
National Environmental Policy Act All subrecipients must comply with the requirements of the National Environmental Policy Act (NEPA) 42 U.S.C. 4321 et seq., and the Council on Environmental Quality (CEQ) Regulations (40 C.F.R. Parts 1500-1508) for Implementing the Procedural Provisions of NEPA, which requires Subrecipients to use all practicable means within their authority, and consistent with other essential considerations of national policy, to create and maintain conditions under which people and nature can exist in productive harmony and fulfill the social, economic, and other needs of present and future generations of Americans.
Currency and Related Risks The Fund bears risks of holding or transacting in any currency. The Custodian shall not be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the Custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by the Fund shall be for the account of the Fund.
Builder’s Risk Insurance Contractor shall provide a Builder’s Risk Policy to be made payable to the Owner and Contractor, as their interests may appear. The policy amount should be equal to 100% of the Contract Sum, written on a Builder’s Risk “All Risk”, or its equivalent. The policy shall be endorsed as follows: The following may occur without diminishing, changing, altering or otherwise affecting the coverage and protection afforded the insured under this policy:
(i) Furniture and equipment may be delivered to the insured premises and installed in place ready for use; and
(ii) Partial or complete occupancy by Owner; and
(iii) Performance of work in connection with construction operations insured by the Owner, by agents or lessees or other Contractors of the Owner or Using Agency In the event that the Contract is for renovation, addition or modification of an existing structure and Builders Risk Insurance is not available, the Owner will accept an Installation Floater Insurance Policy with the above endorsements in lieu of the Builders' Risk Insurance Policy. Such floater must insure loss to materials and equipment prior to acceptance by Owner and must be on an ALL RISK BASIS with the policy written on a specific job site.
PROCUREMENT LOBBYING To the extent this agreement is a "procurement contract" as defined by State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance Law Sections 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false or intentionally incomplete, the State may terminate the agreement by providing written notification to the Contractor in accordance with the terms of the agreement.
OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT This provision is applicable to all Federal-aid construction contracts and to all related subcontracts. By submission of this bid/proposal or the execution of this contract, or subcontract, as appropriate, the bidder, proposer, Federal-aid construction contractor, or subcontractor, as appropriate, will be deemed to have stipulated as follows:
1. That any person who is or will be utilized in the performance of this contract is not prohibited from receiving an award due to a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act.
2. That the contractor agrees to include or cause to be included the requirements of paragraph (1) of this Section X in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements.
Waste Management o Participate in recycling using the Harvard Recycles receptacles provided. Recyclable materials include paper, cardboard, glass bottles, cans, plastics 1-7, as well as fluorescent light bulbs, batteries, chemicals, cartridges and electronics. o Designate a space for employees to leave surplus or shared office supplies to reduce redundant purchases. o Arrange for surplus furniture and other large office items to be delivered to Harvard’s Recycling and Surplus Center for reuse. Occupant Education and Engagement o Install or enable software that powers down computers when not in use, and ensure that all computer monitors have a “sleep mode” enabled. o Ensure that every employee has a power strip and turns the strip with an “off” switch for electronic devices. o Encourage staff to use task lighting that accommodates fluorescent bulbs, rather than halogen lamps. o Provide mugs or encourage staff to bring their own reusable mugs, plates, and utensils for the kitchen area. Keep the kitchen area stocked with dish cleaning supplies if a dishwasher is not available. o Start a physical or electronic bulletin board for “green tips”, news, and ideas. o Ask the Property Manager for training to properly operate controls, including shades, lights, thermostats, etc. o Advise employees to dress appropriately for the weather as building temperatures will be set at the lowest or highest end of the ASHRAE standard range depending on the outside temperature.
Clean Air Act and Federal Water Pollution Control Act The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
