Effective Date Ratings Downgrade Sample Clauses

Effective Date Ratings Downgrade. On or before the Effective Date, but in no case later than the date which is 15 Business Days prior to the Distribution Date occurring in June, 2007, the Servicer will (i) cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”) to determine the extent of compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date, (ii) deliver a report of such Independent Accountants certifying the results of that determination to the Trustee and the Rating Agencies (such report, the “Accountants’ Effective Date Certificate”) and (iii) request that each Rating Agency confirm in writing (the “Effective Date Ratings Confirmation”), within 30 days after the Effective Date (or such later date as such Rating Agency may determine), that it has not reduced or withdrawn any of the ratings assigned to the Offered Notes or the Class D Notes on the Closing Date. In the event that (A) any rating assigned to the Offered Notes or the Class D Notes on the Closing Date is reduced or withdrawn or (B) the Issuer is not in compliance with the Portfolio Criteria as of the Effective Date and the Servicer does not receive the Effective Date Ratings Confirmation from Moody’s (in each case, such event, a “Ratings Confirmation Failure”), the next and succeeding Distribution Dates shall be Sequential Distribution Dates until the earlier of (x) such date as each such Rating Agency shall confirm its respective ratings of the Offered Notes and the Class D Notes assigned on the Closing Date and (y) the Outstanding Principal Balance of each Class of Offered Notes and the Class D Notes is reduced to zero.

Effective Date Ratings Downgrade. The Issuer will request a Ratings Confirmation from S&P within 15 days after the Effective Date or such other date in excess of 15 days but not to exceed 30 days after the Effective Date as S&P shall determine and so notify the Trustee; provided that if the Collateral Debt Obligations fail to satisfy, on the Effective Date, one or more of the Collateral Coverage Tests, Collateral Quality Tests or Portfolio Percentage Limitations, the Issuer or the Collateral Manager (acting on behalf of the Issuer) shall, in accordance with Section 3.05(b), deliver written notice thereof to each Rating Agency in lieu of a request for a Ratings Confirmation. If (i) S&P notifies the Issuer, within 60 days after the Effective Date, that its rating on any Class of Secured Notes will be reduced or withdrawn, (ii) S&P fails to respond to such request within 60 days after the Effective Date or (iii) the Collateral Debt Obligations fail to satisfy, on the Effective Date, one or more of the Collateral Coverage Tests, Collateral Quality Tests or Portfolio Percentage Limitations (any of such events, an “Effective Date Ratings Downgrade”), the Collateral Manager, on behalf of the Issuer, shall present a Proposed Plan to the Rating Agencies to obtain a Ratings Confirmation. If a Proposed Plan has not been presented and accepted by the Rating Agencies, resulting in a Ratings Confirmation on or prior to the first Payment Date following the Effective Date, then on such first Payment Date (and on each Payment Date thereafter until the Ratings Confirmation with respect to each Class of Secured Notes have been received from the Rating Agencies) the Issuer will make payments of principal of and accrued interest (and, in the case of the Class A-2 Notes and Class A-3 Notes, any Class A-2 Commitment Fees, Class A-3 Commitment Fees and Class A-2 Increased Costs) on the aggregate outstanding amount of the Secured Notes in accordance with the Priority of Payments until such Ratings Confirmation is obtained or the aggregate outstanding amount of Secured Notes is reduced to zero.