Special Covenants Regarding Retention Sample Clauses

Special Covenants Regarding Retention. The Seller, represents and undertakes as an “originator” for the purposes of the EU Securitization Rules and the UK Securitization Rules, to the Administrative Agent and each Lender that is required to comply with the EU Securitization Rules or the UK Securitization Rules, that, until the Borrower Obligations have been paid in full: (a) the Seller purchased each Pledged Timeshare Loan for its own account before selling such Pledged Timeshare Loan to the Borrower and thereby into the Transaction; (b) it is not an entity that has been established or that operates for the sole purpose of securitizing exposures and (A) it has a strategy and the capacity to meet payment obligations consistent with a broad business model that involves material support from capital, assets, fees or other sources of income, by virtue of which it does not rely upon the Pledged Timeshare Loans or the Retained Interest or any income therefrom as its sole or predominant source of revenue and (B) its responsible decision makers have the necessary experience to enable it to pursue its established business strategy and are subject to documented corporate governance arrangements; (c) the Pledged Timeshare Loans have been or will be granted on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and there are effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness; (d) it shall hold and will retain ownership of 100% of the Equity Interests in the Borrower directly or indirectly through one or more consolidated wholly-owned special purpose Subsidiaries (an “Intermediary Subsidiary”); (e) it shall, on an ongoing basis, hold and maintain the Retained Interest directly or indirectly through its ownership of 100% of the Equity Interests in the Borrower; (f) that the Retained Interest takes the form of a first loss tranche in accordance with paragraph (d) of Article 6(3) of the EU Securitization Regulation and paragraph (d) of Article 6(3) of the UK Securitization Regulation, as represented by the Seller’s Equity Interests in the Borrower and the associated indirect rights to residual cash flow under Section 2.06(b)(viii); (g) it (and it will procure that the Borrower (and any Intermediary Subsidiary)) will not, sell, transfer or otherwise surrender all or part of the rights, benefits or obligations ari...