Rule 17g-5 Clause Samples
Rule 17g-5. None of the Borrower, any Affiliate thereof, or any third party with which such Person or any Affiliate thereof has contracted, has delivered, in writing or orally, to any nationally recognized statistical rating organization providing or proposing to provide a rating to, or monitoring the rating of, a Conduit Lender’s Commercial Paper Notes, any Transaction Information without providing such Transaction Information to the Administrative Agent prior to delivery to such nationally recognized statistical rating organization and has not participated in any oral communications with respect to Transaction Information with such nationally recognized statistical rating organizations without the participation of a Rule 17g-5 Representative of the Administrative Agent.
Rule 17g-5. The Borrower has complied with the representations, certifications and covenants made to Standard & Poor’s (the “Hired NRSRO”) in connection with the engagement of the Hired NRSRO to issue and monitor a credit rating on the Class A Loans and the Class B Loans, including any certification provided to the Hired NRSRO in connection with clause (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”). The Borrower and CPS are the sole parties responsible for compliance with Rule 17g-5 in connection with the issuance and monitoring of the credit ratings on the Class A Loans and the Class B Loans.
Rule 17g-5. Each of Borrower and CPS will comply with the representations, certifications and covenants made by it in each engagement letter with the Hired NRSRO, including any representation, certification or covenant provided to the Hired NRSRO in connection with Rule 17g-5, and will make accessible (subject to confidentiality agreements in form and substance reasonably satisfactory to CPS and as may be permitted under Rule 17g-5) to any non-hired nationally recognized statistical rating organization all information provided to each Hired NRSRO in connection with the issuance and monitoring of the credit ratings on the Loans in accordance with Rule 17g-5.
Rule 17g-5. In connection with any rating for the Notes, Citibank has provided a written representation (the “17g-5 Representation”) to each rating agency or rating agencies rating the Notes (each, a “Note Rating Agency”) that satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”). Citibank has complied, and will continue to comply, with the 17g-5 Representation, except for any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or the Noteholders; provided, however, that Citibank makes no representation or warranty with respect to any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representations set forth in Section 18(b) hereof.
Rule 17g-5. Each of CCG and the Issuer will comply with the representations, certifications and covenants made by it in the engagement letter with each Rating Agency, including any representation, certification or covenant provided by it to each Rating Agency in connection with Rule 17g-5, and will make accessible to any non-hired nationally recognized statistical rating organization all information provided by it to each Rating Agency in connection with the issuance and monitoring of the credit ratings on the Notes in accordance with Rule 17g-5.