Rating Agency Confirmations. (a) Notwithstanding the terms of any Loan Documents, the Intercreditor Agreement or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any such Rating Agency for such Rating Agency Confirmation and, within 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 a Rating Agency Confirmation, then such Requesting Party shall be required (without providing notice to the 17g-5 Information Provider) to (i) confirm 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 and (ii) if there is no response to either Rating Agency Confirmation request within 5 Business Days of such confirmation or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Whole Loan (other than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action would be in the best interest of Certificateholders, and if the Requesting Party (or, if the Requesting Party is a Loan Borrower, then the Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of the Certificateholders, then the requirement for a Rating Agency Confirmation will not apply (provided, however, with respect to the release or substitution of any collateral relating to the Trust Loan, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement will not apply with...
Rating Agency Confirmations. The Administrative Agent shall have received such confirmations or assurances from the Rating Agencies deemed necessary or desirable by the Administrative Agent and each Lender Group.
Rating Agency Confirmations. Borrower acknowledges and agrees that if the Loan is part of a Securitization, Administrative Agent may be required to obtain confirmation from one or more Rating Agencies that the granting of certain consents, approvals, or waivers (and certain other actions of Administrative Agent) will not cause a downgrade, withdrawal or qualification of any ratings of the Securities or any class thereof, and that any such consent or approval by Administrative Agent may be conditioned upon receipt of such confirmation and the satisfaction of any conditions precedent thereto required by such Rating Agencies (and any use of the phrase “approval of Administrative Agent” (or similar) shall be deemed to mean and include receipt of such confirmation by Administrative Agent from such Rating Agencies). The circumstances under which this might arise include, but are not limited to, request to approve the replacement of a property manager, and requests for approvals of Transfers. Borrower shall be responsible for any and all reasonable fees and costs incurred in order to obtain any such Rating Agency confirmation, subject to Section 7.2(d) hereof (and Administrative Agent shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation).
Rating Agency Confirmations. Not in limitation of and subject to Section 6.08, to the extent Purchaser may reasonably request, the Company shall and shall cause the Company’s Subsidiaries to, use their commercially reasonable efforts to cooperate with Purchaser with respect to, and to help procure, the confirmation by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Group of their then current ratings of the issuers following the transactions contemplated hereby and as required pursuant to Section 4.15(c) of that certain Indenture dated as of June 25, 2003 among MSW Energy Holdings LLC, MSW Energy Finance Co., Inc. and Xxxxx Fargo Bank Minnesota, National Association, as trustee, and that certain Indenture dated as of November 24, 2003 among MSW Energy Holdings II LLC, MSW Energy Finance Co. II, the Guarantors and Xxxxx Fargo Bank Minnesota, National Association, as trustee. Notwithstanding anything to the contrary contained in this Agreement, (i) any actions taken pursuant to this Section 6.11 shall not constitute a breach of any other provision of this Agreement and (ii) any and all out-of-pocket third party costs and expenses associated with such actions shall not constitute Company Transaction Expenses and shall be borne by Purchaser whether or not the transactions contemplated hereby are consummated.
Rating Agency Confirmations. Each Group Agent shall have received such confirmations or assurances from the Rating Agencies deemed necessary or desirable by such Group Agent.
Rating Agency Confirmations. Borrower and Hotel Owner each acknowledges and agrees that if the Loan is part of a Securitization, Administrative Agent may be required to obtain confirmation from one or more Rating Agencies that the granting of certain consents, approvals, or waivers (and certain other actions of Administrative Agent) will not cause a downgrade, withdrawal or qualification of any ratings of the Securities or any class thereof, and that any such consent or approval by Administrative Agent may be conditions upon receipt of such confirmation and the satisfaction of any conditions precedent thereto required by such Rating Agencies. The circumstances under which this might arise include, but are not limited to, request to approve the replacement of a property manager, and requests for approvals of Transfers. Borrower shall be responsible for any and all fees and costs incurred in order to obtain any such Rating Agency confirmation (and Administrative Agent shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation). 143
Rating Agency Confirmations. Any provision of this Indenture or any other Transaction Document which requires each Rating Agency to confirm the then-current ratings on the Class A Notes prior to the taking of any action thereunder shall be deemed to require that each Rating Agency confirm that such action would not itself require a reduction or withdrawal of the then-current ratings of the Class A Notes, without giving effect to the Note Policy on the then-current ratings on the Class A Notes. [SIGNATURES FOLLOW] 134 2003-A Indenture
