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. CNE hereby represents, warrants and agrees for the benefit of the Agent and the Purchasers until the Final Payout Date that: (i) CNE, as originator for purposes of the Securitisation Regulation, shall retain a material net economic interest in the Receivables in an amount not less than 5% of the nominal value of the Receivables in the form of a first loss tranche determined in accordance with sub-paragraph (d) of Article 6(3) of the Securitisation Regulation, which material economic interest shall be based upon (1) CNE’s ownership of all of the membership interest of the Seller and ownership of all of the Subordinated Notes issued by the Seller, and (2) the Seller’s right to receive the RPA Deferred Purchase Price under Article II.
Securitisation Regulation. EU risk retention, EU transparency requirements, simple, transparent and standardised securitisations and due diligence requirements
Securitisation Regulation. (i) No Originator has been established nor operates for the sole purpose of securitising exposures, and each Originator (i) has (and expects to retain) a business strategy and the capacity to meet payment obligations consistent with a broader business enterprise and involving material support from capital, assets, fees or other income available to such Originator, disregarding the exposures being securitised by it and any interests retained or proposed to be retained by it in accordance with the Securitisation Regulation and/or any related Securitisation Regulation Rules, as well as any corresponding income from such exposure and interests; and (ii) has responsible decision makers who have the required experience to enable such Originator to pursue its established business strategy, as well as an adequate corporate governance arrangement; and
(ii) No Originator, with reference to the provisions of Article 6(2) of each Securitisation Regulation, has nor will select assets to be transferred to the Seller with the aim of rendering losses on the Sold Receivables, measured over the life of the transaction, or over a maximum of 4 years where the life of the transaction is longer than four years, higher than the losses over the same period on comparable Receivables held on the balance sheet of such Originator.
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 securitisation position' means securitisation position as defined in point (19) of Article 2 of Regulation (EU) ...
Securitisation Regulation. (a) The Retention Holder, in its capacity as an “originator” for the purposes of the Risk Retention Requirements will, in furtherance of complying with the Risk Retention Requirements, advance the Subordinated Loans to the Seller pursuant to the Subordinated Loan Agreement.
(b) The Retention Holder hereby undertakes, for so long as the securitisation comprised in the Transaction Documents is ongoing, to:
(i) hold and retain a material net economic interest in the securitisation comprised in the Transaction Documents in an amount equal to at least five percent (5.00%) in the form of the retention of the first loss tranche in accordance with option (d) of Article 6(3) of the Securitisation Regulation (the “Retained Interest”) and the related provisions of the Securitisation Regulation Rules (together, the “Risk Retention Requirements”) by its provision of the Subordinated Loan to the Seller;
(ii) not change the manner or form in which it retains such net economic interest, except to the extent permitted under the text of the Securitisation Regulation Rules;
(iii) not transfer, sell or hedge or otherwise enter into any credit risk mitigation, short position or any other credit risk hedge with respect to such net economic interest, except to the extent permitted under the Securitisation Regulation Rules;
(iv) at all times confirm, promptly upon the written request of the Seller, the continued compliance with clauses (i), (ii) and (iii) above; and
(v) promptly notify the Seller and the Administrative Agent if for any reason it (A) ceases to hold the retention in accordance with the
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. At any time while this Agreement is in force and at the request of the Administrative Agent, the parties hereto hereby agree to enter into any additional agreements or amendments that the Administrative Agent reasonably determines are necessary to permit the parties hereto to comply with the Securitisation Regulation.
