Rating Agency Confirmation Clause Samples

Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may be through direct communication). The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario”. Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d). If there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer (with respect to Non-Specially Serviced Loans, if the Master Servicer is processing the action requiring Rating Agenc...

Rating Agency Confirmation. 20.01 By subscribing for or purchasing Covered Bond(s), each holder of Covered Bonds shall be deemed to have acknowledged and agreed that a credit rating of a Series of Covered Bonds by the Rating Agencies is an assessment of credit risk and does not address other matters that may be of relevance to holders of Covered Bonds, including, without limitation, in the case of a confirmation by each Rating Agency that any action proposed to be taken by the Issuer, the Guarantor, the Seller, the Servicer, the Cash Manager, the Bond Trustee or any other party to a Transaction Document will not result in a reduction or withdrawal of the rating of the Covered Bonds in effect immediately before the taking of such action (a “Rating Agency Confirmation”), whether such action is either (i) permitted by the terms of the relevant Transaction Document or (ii) in the best interests of, or not prejudicial to, some or all of the holders of Covered Bonds. 20.02 In being entitled to have regard to the fact that a Rating Agency has confirmed that the then current rating of the relevant Series of Covered Bonds would not be reduced or withdrawn, each of the Issuer, the Guarantor, the Bond Trustee, and the Secured Creditors (including the holders of Covered Bonds) is deemed to have acknowledged and agreed that a Rating Agency Confirmation does not impose or extend any actual or contingent liability on the Rating Agencies to the Issuer, the Guarantor, the Bond Trustee, the Secured Creditors (including the holders of Covered Bonds) or any other person or create any legal relations between the Rating Agencies and the Issuer, the Guarantor, the Bond Trustee, the Secured Creditors (including the holders of Covered Bonds) or any other person whether by way of contract or otherwise. 20.03 By subscribing for or purchasing Covered Bond(s), each holder of Covered Bonds shall be deemed to have acknowledged and agreed that: (a) a Rating Agency Confirmation may or may not be given at the sole discretion of each Rating Agency; (b) depending on the timing of delivery of the request and any information needed to be provided as part of any such request, it may be the case that a Rating Agency cannot provide a Rating Agency Confirmation in the time available, or at all, and the Rating Agency shall not be responsible for the consequences thereof; (c) a Rating Agency Confirmation, if given, will be given on the basis of the facts and circumstances prevailing at the relevant time, and in the context of ...

Rating Agency Confirmation. The Issuer shall have delivered to the Indenture Trustee written confirmation (which need not be addressed to the Indenture Trustee) from each designated Rating Agency that it has assigned to the Class or Classes rated by it the ratings specified in the Issuer Order referred to in clause (i) above.

Rating Agency Confirmation. The Seller shall have delivered to the Trustee and (to the extent so provided in the applicable Supplement) each Enhancement Provider, Standard and Poor's, ▇▇▇▇▇'▇ and ▇▇▇▇▇ IBCA, Inc., confirmation in writing that the inclusion of the accounts designated hereby as Additional Accounts pursuant to this Assignment will not result in the reduction or withdrawal of such Rating Agency's then existing rating on any Series of Investor Certificates then issued and outstanding.

Rating Agency Confirmation. A Rating Agency Confirmation shall have been delivered to the Pass Through Trustee.

Rating Agency Confirmation. The Seller shall have delivered to the Trustee and (to the extent so provided in the applicable Supplement) each Enhancement Provider, Standard and Poor's, ▇▇▇▇▇'▇ and ▇▇▇▇▇ Investors Service, L.P. confirmation in writing that the inclusion of the accounts designated hereby as Additional Accounts pursuant to this Assignment will not result in the reduction or withdrawal of such Rating Agency's then existing rating on any Series of Investor Certificates then issued and outstanding.

Rating Agency Confirmation. The Transferor and the Trustee shall -------------------------- have received notice from the Rating Agency that such proposed removal of Accounts will not result in the reduction or withdrawal of its then exiting rating of any Series of Certificates then issued and outstanding.

Rating Agency Confirmation. If the delivery date for any New Aircraft under the Aircraft Purchase Agreement is delayed for more than 30 days beyond the month scheduled for delivery or beyond the Cut-Off Date, the Company may identify for delivery a substitute aircraft therefor meeting the following conditions (together with the substitute aircraft referred to in the next sentence, a "Substitute Aircraft"): (i) a Substitute Aircraft must be an Airbus Model A319-100 aircraft delivered by the Seller to the Company after the date of this Agreement, (ii) the Substitute Aircraft must have been manufactured after the Issuance Date and (iii) the Company shall be obligated to obtain prior written consent of the Policy Provider and Rating Agency Confirmation in respect of the replacement of any New Aircraft by Substitute Aircraft. Upon the satisfaction of the conditions set forth above with respect to a Substitute Aircraft, the New Aircraft to be replaced shall cease to be subject to this Agreement and all rights and obligations of the parties hereto concerning such New Aircraft shall cease, and such Substitute Aircraft shall become and thereafter be subject to the terms and conditions of this Agreement to the same extent as such New Aircraft.

Rating Agency Confirmation. Whenever in this Agreement or any Loan Document a requirement to obtain a Rating Agency Confirmation applies, such requirement shall instead require the approval of Lender during any period when no portion of the Loan is held by a REMIC trust.