Reports to Rating Agencies The Servicer shall deliver to each Rating Agency, at such address as such Rating Agency may request, a copy of all reports or notices furnished or delivered pursuant to this Article III and a copy of any amendments, supplements or modifications to this Agreement and any other information reasonably requested by such Rating Agency to monitor this transaction. If CarMax is no longer the Servicer, the successor Servicer shall provide any required Rating Agency notices, reports or other communications to the Depositor, who promptly shall provide such notices, reports or communications to the Rating Agencies.
Notice to the Rating Agencies (a) Each of the Trustee and the Servicer shall be obligated to use its best reasonable efforts promptly to provide notice to the Rating Agencies with respect to each of the following of which a Responsible Officer of the Trustee or the Servicer, as the case may be, has actual knowledge:
Notices to the Rating Agencies If World Omni is no longer the Servicer, the successor Servicer shall provide any required Rating Agency notices under this Agreement to the Depositor, who promptly shall provide such notices to the Rating Agencies.
Special Notices to the Rating Agencies (a) The Depositor shall give prompt notice to the Rating Agencies of the occurrence of any of the following events of which it has notice:
Notice to Rating Agencies The Trustee shall use its best efforts promptly to provide notice to the Rating Agencies with respect to each of the following of which it has actual knowledge:
Cooperation with Rating Agencies If the ratings provided with respect to the Publicly Registered Notes by the rating agency or agencies that initially rate the Publicly Registered Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor, to furnish such documents and take any such other actions.
Rating Agency Fees The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not limited to, surveillance fees.
Rating Agency Each of Xxxxx’x, Fitch and S&P or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable person, agreed upon and designated by the Seller, notice of which designation shall be given to the Trustee, the NIMS Insurer, the Master Servicer and the Servicer.
Rating Agency Downgrade In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates or any Note.
Rating Agency Notifications Notwithstanding any other provision of this Agreement, no Early Termination Date shall be effectively designated hereunder by Party B and no transfer of any rights or obligations under this Agreement shall be made by either party unless each Swap Rating Agency has been given prior written notice of such designation or transfer.
