Common use of EU Retention Rules Clause in Contracts

EU Retention Rules. As used in this paragraph, “EU Retention Rules” refers, collectively, to (i) Articles 404-410 of the European Union’s (“EU”) Capital Requirements Regulation ((EU) No. 575/2013) (as supplemented by EU secondary legislation, including Commission Delegated Regulation ((EU) No. 625/2014) (the “CRR Delegated Regulation”)) (the “CRR”), (ii) Article 17 of the EU’s Alternative Investment Fund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative Investment Fund Managers Regulation ((EU) No. 231/2013) (the “AIFM Regulation”), and (iii) Articles 254-257 of the Commission Delegated Regulation ((EU) No. 2015/35) (the “Solvency II Regulation”), in each case as in effect on the Closing Date. With reference to Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, while and to the extent that the EU Retention Rules remain in the form effective on the date of the issuance of the Notes, for as long as the Notes are outstanding, (i) the Depositor, as “originator” for the purposes of the EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than 5% of the nominal value of the securitized exposures, in the form of an originator’s interest as provided in option (b) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all or part of the transferor interest; (ii) this form of retention will not change while the Notes are outstanding, except, where applicable, under exceptional circumstances in accordance with that Article 405(1) (as supplemented by Article 10 of the CRR Delegated Regulation), that Article 51(1) and that Article 254; (iii) the retained interest will not be subject to any credit risk mitigation, any short position or any other hedge and will not be sold, except to the extent permitted in accordance with Article 405(1) of the CRR (as supplemented by Article 12 of the CRR Delegated Regulation), Article 51(1) of the AIFM Regulation and Article 254 of the Solvency II Regulation; and (iv) the Depositor will provide ongoing confirmation of its continued compliance with its obligations in clauses (i) and (iii) in this paragraph in or concurrently with the delivery of each monthly certificateholders’ statement.

EU Retention Rules. As used in this paragraph, “EU Retention Rules” refers, collectively, to (i) Articles 404-410 of the European Union’s (“EU”) Capital Requirements Regulation ((EU) No. 575/2013) (as supplemented by EU secondary legislation, including Commission Delegated Regulation ((EU) No. 625/2014) (the “CRR Delegated Regulation”)) (the “CRR”), (ii) Article 17 of the EU’s Alternative Investment Fund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative Investment Fund Managers Regulation ((EU) No. 231/2013) (the “AIFM Regulation”), and (iii) Articles 254-257 of the Commission Delegated Regulation ((EU) No. 2015/35) (the “Solvency II Regulation”), in each case as in effect on the Closing Date. With reference to Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, while and to the extent that the EU Retention Rules remain in the form effective on the date of the issuance of the Notes, for as long as the Notes are outstanding, (i) the Depositor, as “originator” for the purposes of the EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than 5% of the nominal value of the securitized exposures, in the form of an originator’s interest as provided in option (b) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all or part of the transferor interest; (ii) this form of retention will not change while the Notes are outstanding, except, where applicable, under exceptional circumstances in accordance with that Article 405(1) (as supplemented by Article 10 of the CRR Delegated Regulation), that Article 51(1) and that Article 254; (iii) the retained interest will not be subject to any credit risk mitigation, any short position or any other hedge and will not be sold, except to the extent permitted in accordance with Article 405(1) of the CRR (as supplemented by Article 12 of the CRR Delegated Regulation), Article 51(1) of the AIFM Regulation and Article 254 of the Solvency II Regulation; and (iv) the Depositor will provide ongoing confirmation of its continued compliance with its obligations in clauses (i) and (iii) in this paragraph in or concurrently with the delivery of each monthly certificateholders’ statement. No representation or warranty is made in respect of the risk retention rules contained in the EU Securitization Regulation (Regulation (EU) 2017/2402), the CRR Amending Regulation (Regulation (EU) 2017/2401) or any delegated regulations made thereunder.