Common use of Security Sharing Agreement Notices Clause in Contracts

Security Sharing Agreement Notices. (a) The Servicer shall provide notice to each party to the Security Sharing Agreement (a copy of which has been received by the Servicer), identifying the Guarantor Purchased Loans forming part of the affected Related Loans it is aware of (being Related Loans, or Related Loans of any Shared Security, affected by any breach, advice or challenge described in this Section 12.5(a)), upon: (i) receiving written advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, that breaches or causes a breach of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement, or otherwise being provided or coming into possession of written evidence of such a breach, in each case where such breach is not remedied or advice withdrawn by the person responsible for such breach or providing such advice, as applicable, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice from the Servicer of such breach or such advice having been received by the Servicer, as the case may be; (ii) receiving advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, (or otherwise being provided or coming into possession of written evidence) of or referencing, the sale, transfer or assignment of any Seller Retained Loan or Originator Retained Loan to a Person that has not executed and delivered (A) a counterpart to the Security Sharing Agreement to the parties to the Security Sharing Agreement substantially in the form of Exhibit B to the Security Sharing Agreement agreeing to be bound by the obligations of the Seller and the Originator under the Security Sharing Agreement with respect to such Seller Retained Loan, or Originator Retained Loan, and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such Seller Retained Loan or Originator Retained Loan to be held as a Release of Security under the Security Sharing Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (iii) being provided or coming into possession of written evidence that the Bank or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans has commenced a challenge to the validity, legality or enforceability of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement in relation to one or more Seller Retained Loans, or Originator Retained Loans, or their Related Loans (each an affected Related Loan) in legal proceedings before a court of competent jurisdiction, provided that in the case of any advice, breach or challenge described in this Section 12.5(a) by a beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans, such beneficial owner (or owner) beneficially owns (or owns) Related Loans of the affected Related Loans that are the subject of or affected by such advice, breach or challenge. (b) The Servicer shall immediately provide notice identifying the affected Related Loans to the person taking any action which under Section 12.5(a) could give rise to the requirement on the part of the Servicer to deliver a notice pursuant to Section 12.5(a) upon receiving notice of or becoming aware of any actions on the part of such person or receiving any direction, as applicable, that if not remedied or withdrawn, as the case may be, could give rise to a requirement on the part of the Servicer to deliver such notice under Section 12.5(a). (c) The Seller, the Originator and the Guarantor shall each provide notice to the Servicer and a copy of any amendment of, supplement to (including the execution and delivery of any counterparties to the Security Sharing Agreement) or replacement of the Security Sharing Agreement immediately following any such amendment thereto.

Security Sharing Agreement Notices. (a) The Servicer shall provide notice to each party to the Security Sharing Agreement (a copy of which has been received by the Servicer), identifying the Guarantor Purchased Loans forming part of the affected Related Loans it is aware of (being Related Loans, or Related Loans of any Shared Security, affected by any breach, advice or challenge described in this Section 12.5(a)), upon: (i) receiving written advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, that breaches or causes a breach of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement, or otherwise being provided or coming into possession of written evidence of such a breach, in each case where such breach is not remedied or advice withdrawn by the person responsible for such breach or providing such advice, as applicable, within 60 days (or, after an Issuer Event of Default, 10 Canadian Business Days) of such person receiving notice from the Servicer of such breach or such advice having been received by the Servicer, as the case may be; (ii) receiving advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, (or otherwise being provided or coming into possession of written evidence) of or referencing, the sale, transfer or assignment of any Seller Retained Loan or Originator Retained Loan to a Person that has not executed and delivered (A) a counterpart to the Security Sharing Agreement to the parties to the Security Sharing Agreement substantially in the form of Exhibit B to the Security Sharing Agreement agreeing to be bound by the obligations of the Seller and the Originator Bank under the Security Sharing Agreement with respect to such Seller Retained Loan, or Originator Retained Loan, Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such Seller Retained Loan or Originator Retained Loan to be held as a Release of Security under the Security Sharing Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (iii) being provided or coming into possession of written evidence that the Bank or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans has commenced a challenge to the validity, legality or enforceability of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement in relation to one or more Seller Retained Loans, or Originator Retained Loans, Loans or their Related Loans (each an affected Related Loan) in legal proceedings before a court of competent jurisdiction, provided that in the case of any advice, breach or challenge described in this Section 12.5(a) by a beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans, such beneficial owner (or owner) beneficially owns (or owns) Related Loans of the affected Related Loans that are the subject of or affected by such advice, breach or challenge. (b) The Servicer shall immediately provide notice identifying the affected Related Loans to the person taking any action which under Section 12.5(a) could give rise to the requirement on the part of the Servicer to deliver a notice pursuant to Section 12.5(a) upon receiving notice of or becoming aware of any actions on the part of such person or receiving any direction, as applicable, that if not remedied or withdrawn, as the case may be, could give rise to a requirement on the part of the Servicer to deliver such notice under Section 12.5(a). (c) The Seller, the Originator Bank and the Guarantor shall each provide notice to the Servicer and a copy of any amendment of, supplement to (including the execution and delivery of any counterparties to the Security Sharing Agreement) or replacement of the Security Sharing Agreement immediately following any such amendment thereto.

Security Sharing Agreement Notices. (a) The Servicer shall provide notice to each party to the Security Sharing Agreement (a copy of which has been received by the Servicer), identifying the Guarantor Purchased Loans forming part of the affected Related Loans it is aware of (being Related Loans, or Related Loans of any Shared Security, affected by any breach, advice or challenge described in this Section 12.5(a)), upon: (i) receiving written advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, that breaches or causes a breach of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement, or otherwise being provided or coming into possession of written evidence of such a breach, in each case where such breach is not remedied or advice withdrawn by the person responsible for such breach or providing such advice, as applicable, within 60 days (or, after an Issuer Event of Default, 10 Canadian Business Days) of such person receiving notice from the Servicer of such breach or such advice having been received by the Servicer, as the case may be; (ii) receiving advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, (or otherwise being provided or coming into possession of written evidence) of or referencing, the sale, transfer or assignment of any Seller Retained Loan or Originator Retained Loan to a Person that has not executed and delivered (A) a MT DOCS 14908769v9 19 Servicing Agreement counterpart to the Security Sharing Agreement to the parties to the Security Sharing Agreement substantially in the form of Exhibit B to the Security Sharing Agreement agreeing to be bound by the obligations of the Seller and the Originator Bank under the Security Sharing Agreement with respect to such Seller Retained Loan, or Originator Retained Loan, Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such Seller Retained Loan or Originator Retained Loan to be held as a Release of Security under the Security Sharing Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (iii) being provided or coming into possession of written evidence that the Bank or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans has commenced a challenge to the validity, legality or enforceability of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement in relation to one or more Seller Retained Loans, or Originator Retained Loans, Loans or their Related Loans (each an affected Related Loan) in legal proceedings before a court of competent jurisdiction, provided that in the case of any advice, breach or challenge described in this Section 12.5(a) by a beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans, such beneficial owner (or owner) beneficially owns (or owns) Related Loans of the affected Related Loans that are the subject of or affected by such advice, breach or challenge. (b) The Servicer shall immediately provide notice identifying the affected Related Loans to the person taking any action which under Section 12.5(a) could give rise to the requirement on the part of the Servicer to deliver a notice pursuant to Section 12.5(a) upon receiving notice of or becoming aware of any actions on the part of such person or receiving any direction, as applicable, that if not remedied or withdrawn, as the case may be, could give rise to a requirement on the part of the Servicer to deliver such notice under Section 12.5(a). (c) The Seller, the Originator Bank and the Guarantor shall each provide notice to the Servicer and a copy of any amendment of, supplement to (including the execution and delivery of any counterparties to the Security Sharing Agreement) or replacement of the Security Sharing Agreement immediately following any such amendment thereto.

Security Sharing Agreement Notices. ‌ (a) The Servicer shall provide notice to each party to the Security Sharing Agreement (a copy of which has been received by the Servicer), identifying the Guarantor LP Purchased Loans forming part of the affected Related Loans it is aware of (being Related Loans, or Related Loans of any Shared Security, affected by any breach, advice or challenge described in this Section 12.5(a)), upon:upon:‌ (i) receiving written advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Bank Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Bank Retained Loans, that breaches or causes a breach of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Single Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement, or otherwise being provided or coming into possession of written evidence of such a breach, in each case where such breach is not remedied or advice withdrawn by the person responsible for such breach or providing such advice, as applicable, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice from the Servicer of such breach or such advice having been received by the Servicer, as the case may be; (ii) receiving advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Bank Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Bank Retained Loans, (or otherwise being provided or coming into possession of written evidence) of or referencing, the sale, transfer or assignment of any Seller Retained Loan or Originator Bank Retained Loan to a Person that has not executed and delivered (A) a counterpart to the Security Sharing Agreement to the parties to the Security Sharing Agreement substantially in the form of Exhibit B to the Security Sharing Agreement agreeing to be bound by the obligations of the Seller and the Originator Bank under the Security Sharing Agreement with respect to such Seller Bank Retained Loan, or Originator Retained Loan, Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such Seller Retained Loan or Originator Bank Retained Loan to be held as a Release of Security under the Security Sharing Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (iii) being provided or coming into possession of written evidence that the Bank or any beneficial owner (or owner) of Seller Retained Loans or Originator Bank Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Bank Retained Loans has commenced a challenge to the validity, legality or enforceability of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement in relation to one or more Seller Retained Loans, or Originator Retained Loans, or their Related Loans (each an affected Related Loan) in legal proceedings before a court of competent jurisdiction, provided that in the case of any advice, breach or challenge described in this Section 12.5(a) by a beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans, such beneficial owner (or owner) beneficially owns (or owns) Related Loans of the affected Related Loans that are the subject of or affected by such advice, breach or challenge. (b) The Servicer shall immediately provide notice identifying the affected Related Loans to the person taking any action which under Section 12.5(a) could give rise to the requirement on the part of the Servicer to deliver a notice pursuant to Section 12.5(a) upon receiving notice of or becoming aware of any actions on the part of such person or receiving any direction, as applicable, that if not remedied or withdrawn, as the case may be, could give rise to a requirement on the part of the Servicer to deliver such notice under Section 12.5(a). (c) The Seller, the Originator and the Guarantor shall each provide notice to the Servicer and a copy of any amendment of, supplement to (including the execution and delivery of any counterparties to the Security Sharing Agreement) or replacement of the Security Sharing Agreement immediately following any such amendment thereto.Section

Security Sharing Agreement Notices. (a) The Servicer shall provide notice to each party to the Security Sharing Agreement (a copy of which has been received by the Servicer), identifying the Guarantor Purchased Loans forming part of the affected Related Loans it is aware of (being Related Loans, or Related Loans of any Shared Security, affected by any breach, advice or challenge described in this Section 12.5(a)), upon: (i) receiving written advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, that breaches or causes a breach of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement, or otherwise being provided or coming into possession of written evidence of such a breach, in each case where such breach is not remedied or advice withdrawn by the person responsible for such breach or providing such advice, as applicable, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice from the Servicer of such breach or such advice having been received by the Servicer, as the case may be; (ii) receiving advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, (or otherwise being provided or coming into possession of written evidence) of or referencing, the sale, transfer or assignment of any Seller Retained Loan or Originator Retained Loan to a Person that has not executed and delivered (A) a counterpart to the Security Sharing Agreement to the parties to the Security Sharing Agreement substantially in the form of Exhibit B to the Security Sharing Agreement agreeing to be bound by the obligations of the Seller and the Originator Bank under the Security Sharing Agreement with respect to such Seller Retained Loan, or Originator Retained Loan, Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such Seller Retained Loan or Originator Retained Loan to be held as a Release of Security under the Security Sharing Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (iii) being provided or coming into possession of written evidence that the Bank or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans has commenced a challenge to the validity, legality or enforceability of Section 2.2 (Priority), Section 2.4 (Trust), Section Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement in relation to one or more Seller Retained Loans, or Originator Retained Loans, Loans or their Related Loans (each an affected Related Loan) in legal proceedings before a court of competent jurisdiction, provided that in the case of any advice, breach or challenge described in this Section 12.5(a) by a beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans, such beneficial owner (or owner) beneficially owns (or owns) Related Loans of the affected Related Loans that are the subject of or affected by such advice, breach or challenge. (b) The Servicer shall immediately provide notice identifying the affected Related Loans to the person taking any action which under Section 12.5(a) could give rise to the requirement on the part of the Servicer to deliver a notice pursuant to Section 12.5(a) upon receiving notice of or becoming aware of any actions on the part of such person or receiving any direction, as applicable, that if not remedied or withdrawn, as the case may be, could give rise to a requirement on the part of the Servicer to deliver such notice under Section 12.5(a). (c) The Seller, the Originator Bank and the Guarantor shall each provide notice to the Servicer and a copy of any amendment of, supplement to (including the execution and delivery of any counterparties to the Security Sharing Agreement) or replacement of the Security Sharing Agreement immediately following any such amendment thereto.

Security Sharing Agreement Notices. (a) The Servicer shall provide notice to each party to the Security Sharing Agreement (a copy of which has been received by the Servicer), identifying the Guarantor LP Purchased Loans forming part of the affected Related Loans it is aware of (being Related Loans, or Related Loans of any Shared Security, affected by any breach, advice or challenge described in this Section 12.5(a)), upon: (i) receiving written advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Bank Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Bank Retained Loans, that breaches or causes a breach of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Single Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement, or otherwise being provided or coming into possession of written evidence of such a breach, in each case where such breach is not remedied or advice withdrawn by the person responsible for such breach or providing such advice, as applicable, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice from the Servicer of such breach or such advice having been received by the Servicer, as the case may be; (ii) receiving advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Bank Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Bank Retained Loans, (or otherwise being provided or coming into possession of written evidence) of or referencing, the sale, transfer or assignment of any Seller Retained Loan or Originator Bank Retained Loan to a Person that has not executed and delivered (A) a counterpart to the Security Sharing Agreement to the parties to the Security Sharing Agreement substantially in the form of Exhibit B to the Security Sharing Agreement agreeing to be bound by the obligations of the Seller and the Originator Bank under the Security Sharing Agreement with respect to such Seller Bank Retained Loan, or Originator Retained Loan, Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such Seller Retained Loan or Originator Bank Retained Loan to be held as a Release of Security under the Security Sharing Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (iii) being provided or coming into possession of written evidence that the Bank or any beneficial owner (or owner) of Seller Retained Loans or Originator Bank Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Bank Retained Loans has commenced a challenge to the validity, legality or enforceability of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Single Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement in relation to one or more Seller Bank Retained Loans, or Originator Retained Loans, Loans or their Related Loans (each an affected Related Loan) in legal proceedings before a court of competent jurisdiction, provided that in the case of any advice, breach or challenge described in this Section 12.5(a) by a beneficial owner (or owner) of Seller Retained Loans or Originator Bank Retained Loans, such beneficial owner (or owner) beneficially owns (or owns) Related Loans of the affected Related Loans that are the subject of or affected by such advice, breach or challenge. (b) The Servicer shall immediately provide notice identifying the affected Related Loans to the person taking any action which under Section 12.5(a) could give rise to the requirement on the part of the Servicer to deliver a notice pursuant to Section 12.5(a) upon receiving notice of or becoming aware of any actions on the part of such person or receiving any direction, as applicable, that if not remedied or withdrawn, as the case may be, could give rise to a requirement on the part of the Servicer to deliver such notice under Section 12.5(a). (c) The Seller, the Originator Bank and the Guarantor LP shall each provide notice to the Servicer and a copy of any amendment of, supplement to (including the execution and delivery of any counterparties to the Security Sharing Agreement) or replacement of the Security Sharing Agreement immediately following any such amendment thereto.

Security Sharing Agreement Notices. ‌ (a) The Servicer shall provide notice to each party to the Security Sharing Agreement (a copy of which has been received by the Servicer), identifying the Guarantor Purchased Loans forming part of the affected Related Loans it is aware of (being Related Loans, or Related Loans of any Shared Security, affected by any breach, advice or challenge described in this Section 12.5(a)), upon:upon:‌ (i) receiving written advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, that breaches or causes a breach of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement, or otherwise being provided or coming into possession of written evidence of such a breach, in each case where such breach is not remedied or advice withdrawn by the person responsible for such breach or providing such advice, as applicable, within 60 days (or, after an Issuer Event of Default, 10 Canadian Business Days) of such person receiving notice from the Servicer of such breach or such advice having been received by the Servicer, as the case may be; (ii) receiving advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, (or otherwise being provided or coming into possession of written evidence) of or referencing, the sale, transfer or assignment of any Seller Retained Loan or Originator Retained Loan to a Person that has not executed and delivered (A) a counterpart to the Security Sharing Agreement to the parties to the Security Sharing Agreement substantially in the form of Exhibit B to the Security Sharing Agreement agreeing to be bound by the obligations of the Seller and the Originator Bank under the Security Sharing Agreement with respect to such Seller Retained Loan, or Originator Retained Loan, Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such Seller Retained Loan or Originator Retained Loan to be held as a Release of Security under the Security Sharing Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (iii) being provided or coming into possession of written evidence that the Bank or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans has commenced a challenge to the validity, legality or enforceability of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement in relation to one or more Seller Retained Loans, or Originator Retained Loans, Loans or their Related Loans (each an affected Related Loan) in legal proceedings before a court of competent jurisdiction, provided that in the case of any advice, breach or challenge described in this Section 12.5(a) by a beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans, such beneficial owner (or owner) beneficially owns (or owns) Related Loans of the affected Related Loans that are the subject of or affected by such advice, breach or challenge. (b) The Servicer shall immediately provide notice identifying the affected Related Loans to the person taking any action which under Section 12.5(a) could give rise to the requirement on the part of the Servicer to deliver a notice pursuant to Section 12.5(a) upon receiving notice of or becoming aware of any actions on the part of such person or receiving any direction, as applicable, that if not remedied or withdrawn, as the case may be, could give rise to a requirement on the part of the Servicer to deliver such notice under Section 12.5(a). (c) The Seller, the Originator Bank and the Guarantor shall each provide notice to the Servicer and a copy of any amendment of, supplement to (including the execution and delivery of any counterparties to the Security Sharing Agreement) or replacement of the Security Sharing Agreement immediately following any such amendment thereto.

Security Sharing Agreement Notices. (a) The Servicer shall provide notice to each party to the Security Sharing Agreement (a copy of which has been received by the Servicer), identifying the Guarantor Purchased Loans forming part of the affected Related Loans it is aware of (being Related Loans, or Related Loans of any Shared Security, affected by any breach, advice or challenge described in this Section 12.5(a)), upon: (i) receiving written advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, that breaches or causes a breach of Section 2.2 (Priority), Section 2.4 (Trust), Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement, or otherwise being provided or coming into possession of written evidence of such a breach, in each case where such breach is not remedied or advice withdrawn by the person responsible for such breach or providing such advice, as applicable, within 60 days (or, after an Issuer Event of Default, 10 Business Days) of such person receiving notice from the Servicer of such breach or such advice having been received by the Servicer, as the case may be; (ii) receiving advice from the Bank, or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans, (or otherwise being provided or coming into possession of written evidence) of or referencing, the sale, transfer or assignment of any Seller Retained Loan or Originator Retained Loan to a Person that has not executed and delivered (A) a counterpart to the Security Sharing Agreement to the parties to the Security Sharing Agreement substantially in the form of Exhibit B to the Security Sharing Agreement agreeing to be bound by the obligations of the Seller and the Originator Bank under the Security Sharing Agreement with respect to such Seller Retained Loan, or Originator Retained Loan, Loan and its Shared Security; and (B) a Release of Security to the Custodian in respect of the Shared Security for such Seller Retained Loan or Originator Retained Loan to be held as a Release of Security under the Security Sharing Agreement (unless such sale, transfer or assignment results in a single Person beneficially owning (or owning) all of the Related Loans); or (iii) being provided or coming into possession of written evidence that the Bank or any beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans that has executed and delivered a counterpart to the Security Sharing Agreement in respect of one or more Seller Retained Loans or Originator Retained Loans has commenced a challenge to the validity, legality or enforceability of Section 2.2 (Priority), Section 2.4 (Trust), Section Section 3.1 (Same Servicer for Related Loans and their Shared Security) or Section 3.5 (Enforcement Procedures) of the Security Sharing Agreement in relation to one or more Seller Retained Loans, or Originator Retained Loans, Loans or their Related Loans (each an affected Related Loan) in legal proceedings before a court of competent jurisdiction, provided that in the case of any advice, breach or challenge described in this Section 12.5(a) by a beneficial owner (or owner) of Seller Retained Loans or Originator Retained Loans, such beneficial owner (or owner) beneficially owns (or owns) Related Loans of the affected Related Loans that are the subject of or affected by such advice, breach or challenge. (b) The Servicer shall immediately provide notice identifying the affected Related Loans to the person taking any action which under Section 12.5(a) could give rise to the requirement on the part of the Servicer to deliver a notice pursuant to Section 12.5(a) upon receiving notice of or becoming aware of any actions on the part of such person or receiving any direction, as applicable, that if not remedied or withdrawn, as the case may be, could give rise to a requirement on the part of the Servicer to deliver such notice under Section 12.5(a). (c) The Seller, the Originator Bank and the Guarantor shall each provide notice to the Servicer and a copy of any amendment of, supplement to (including the execution and delivery of any counterparties to the Security Sharing Agreement) or replacement of the Security Sharing Agreement immediately following any such amendment thereto.