Securitisation Regulation. The Retention Holder hereby represents, warrants and agrees for the benefit of the Administrative Agent and the Lenders on the date hereof until the Final Payout Date that:
(i) it, as originator for purposes of the Securitisation Regulation, shall retain, on an ongoing basis, a material net economic interest in the Pool Receivables in an amount not less than 5% of the nominal value of the Pool Receivables in the form of a first loss tranche determined in accordance with sub-paragraph (d) of Article 6(3) of the Securitisation Regulation, as supplemented by Article 8 of the CRR Part Five RTS, in each case as in effect and as applicable as of the date hereof, which material economic interest shall be based upon (1) PG&E’s ownership of all of the membership interest of the Borrower and ownership of all of the Subordinated Notes issued by the Borrower, and (2) the Borrower’s right to receive payments under Section 3.01(a)(v) (the “Retained Interest”). The Retained Interest shall be measured as of the Closing Date and the last date of each Settlement Period.
(ii) it shall not change the manner in which it retains or the method of calculating the Retained Interest, except to the extent permitted under the Securitisation Regulation Rules;
(iii) it and the Borrower shall not, and shall not permit any of its 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 to the extent permitted under the Securitisation Regulation Rules;
(iv) it shall provide ongoing confirmation as to the continued compliance with the foregoing clauses (i) through (iii) above (A) by providing such confirmation to the Servicer on a monthly basis for inclusion in each Monthly Report, (B) promptly following the occurrence of any Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event and (C) from time to time promptly upon written request by the Administrative Agent (on behalf of any Lender) in connection with any material change in the performance of the Receivables or the transaction contemplated by the Transaction Documents or any material breach of the Transaction Documents;
(v) it shall notify the Administrative Agent, each Lender and each Group Agent promptly and in any event within five (5) Business Days of: (A) any change in the identity of the Person or Persons,...
Securitisation Regulation. Upon request by a Purchaser or the Subordinated Lender, the Seller shall promptly provide each Purchaser or the Subordinated Lender, as applicabale, with such information relating to the Purchased Receivables and the transactions under the Transaction Documents as any Purchaser or the Subordinated Lender may from time to time reasonably request in order to enable such Purchaser (in its capacity as Purchaser or as a sponsor) or the Subordinated Lender, as applicable, to comply with any and all applicable requirements of Article 5 and/or Article 7 of the Securitisation Regulation and any other due diligence provision or transparency provision of the Securitisation Regulation Requirements. The Seller shall make available all the information that an originator is required to make available in accordance with article 7 of the Securitisation Regulation.
Securitisation Regulation. (11) It is appropriate for the amendments to Regulation (EU) No 575/2013 provided for in this Regulation to apply to securitisations issued on or after the date of application of this Regulation and to securitisations outstanding as of that date. However, for legal certainty purposes and to mitigate transitional costs in as much as possible, institutions should be allowed to grandfather all outstanding securitisation positions that they hold on that date for a period ending on [31 December 2019]. Where an institution makes use of this option, outstanding securitisations should continue to be subject to the applicable provisions set out in Regulation (EU) No 575/2013 in the version that applied prior to the date of application of this Regulation, HAVE ADOPTED THIS REGULATION:
Article 1 Amendment of Regulation (EU) No 575/2013 Regulation (EU) No 575/2013 is amended as follows:
(1) Article 4
(1) is amended as follows:
(a) Points (13) and (14) are replaced by the following:
Securitisation Regulation securitisation position' means securitisation position as defined in point (19) of Article 2 of Regulation (EU) ...
Securitisation Regulation re-securitisation' means a re-securitisation as defined in point (4) of
Securitisation Regulation. (4) unrated position' means a securitisation position which does not have an eligible credit assessment in accordance with Section 4;
(5) rated position' means a securitisation position which has an eligible credit assessment in accordance with Section 4;
(6) senior securitisation 'position' means a position backed or secured by a first claim on the whole of the underlying exposures, disregarding for these purposes amounts due under interest rate or currency derivative contracts, fees or other similar payments, and irrespective of any difference in maturity with one or more other senior tranches with which that position shares losses on a pro-rata basis;
(7) IRB pool' means a pool of underlying exposures of a type in relation to which the institution has permission to use the IRB Approach and is able to calculate risk weighted exposure amounts in accordance with Chapter 3 for all of these exposures;
(8) mixed pool' means a pool of underlying exposures of a type in relation to which the institution has permission to use the IRB Approach and is able to calculate risk weighted exposure amounts in accordance with Chapter 3 for some, but not all, of the exposures;
(9) overcollateralisation' means any form of credit enhancement by virtue of which underlying exposures are posted in value which is higher than the value of the securitisation positions';
(10) STS securitisation' means a securitisation as defined in Article 6 of Regulation (EU)
Securitisation Regulation. (15) early amortisation provision' means early amortisation provision as defined in point (17) of Article 2of Regulation (EU) .../.. [Securitisation Regulation];
(16) first loss tranche' means a first loss tranche as defined in point (18) of Article 2of Regulation (EU) ...
Securitisation Regulation. The Borrower shall deliver (or shall cause to be delivered) to the Agent and the Lenders:
(a) promptly following a request by any Lender which is (x) received in connection with a material amendment of any Transaction Document, a confirmation of the Retention Letter from the Retention Provider or (y) for additional information which is either in the possession of the Retention Provider or can be obtained at no material cost to the Retention Provider, such additional information as such Lender may reasonably request in order for such Lender to comply with the Securitisation Regulation;
(b) promptly on becoming aware of the occurrence thereof, written notice of
Securitisation Regulation. The Borrower shall deliver (or shall cause to be delivered) to the Agent and the Lenders:
(a) promptly following a request by any Lender which is (x) received in connection with a material amendment of any Transaction Document, a confirmation of the Retention Letter from the Retention Provider or (y) for additional information which is either in the possession of the Retention Provider or can be obtained at no material cost to the Retention Provider, such additional information as such Lender may reasonably request in order for such Lender to comply with the Securitisation Regulation;
(b) promptly on becoming aware of the occurrence thereof, written notice of (x) any failure by the Retention Provider to hold the Retained Interest in accordance with paragraph (a) of Section 2 of the Retention Letter; or (y) any failure by the Retention Provider to comply with any of its undertakings under paragraphs (b), (c), (e), (g) or (h) of Section 2 of the Retention Letter;
(c) on a monthly basis in each Monthly Report, a certificate from an Responsible Officer of the Retention Provider confirming continued compliance with the requirements set forth in the Retention Letter; and
(d) upon any written request therefor by or on behalf of the Borrower or any Lender delivered as a result of a material change in (x) the performance of the Loans, (y) the risk characteristics of the transaction or (z) the Collateral Obligations and/or the Permitted Investments from time to time, a certificate from an Responsible Officer of the Retention Provider confirming continued compliance with the requirements set forth in the Retention Letter.
Securitisation Regulation. (Article 7 requirements)
(a) The Master Issuer acknowledges and agrees with the Seller, the Servicer, Funding 2 and the Mortgages Trustee that it has been designated as the entity responsible for compliance with the requirements of Article 7 of the Securitisation Regulation.
(b) Each of the Seller, Funding 2 and the Mortgages Trustee covenant to take all such steps (including the provision of any documentation, reports or information), in each case at the cost of the Seller, as are reasonably requested by Master Issuer to enable the Master Issuer to comply with the requirements of Article 7 of the Securitisation Regulation, including disclosure of information in relation to the Loans in the Mortgages Trust and the transaction in accordance with the requirements of Articles 7(1)(a) of the Securitisation Regulation (subject to Article 43
