Common use of Rating Letters Clause in Contracts

Rating Letters. The delivery to the Trustee of an Officer’s certificate of the Issuer, to the effect that (A) a letter signed by Moody’s confirming that the Class A-1 Notes have been rated “Aaa”, Class A-R Notes have been rated “Aaa”, Class A-2 Notes have been rated “Aaa”, the Class B Notes have been rated at least “Aa1”, the Class C Notes have been rated at least “Aa2”, the Class D Notes have been rated at least “Aa3”, the Class E Notes have been rated at least “A1”, the Class F Notes have been rated at least “A2”, the Class G Notes have been rated at least “A3”, the Class H Notes have been rated at least “Baa1”, the Class J Notes have been rated at least “Baa2”, the Class K Notes have been rated at least “Baa3”, the Class L Notes have been rated at least “Ba1”, the Class M Notes have been rated at least “Ba2”, the Class N Notes have been rated at least “Ba3” by Moody’s and (B) a letter signed by Fitch confirming that the Class A-1 Notes have been rated “AAA”, Class A-R Notes have been rated “AAA”, Class A-2 Notes have been rated “AAA”, the Class B Notes have been rated at least “AA+”, the Class C Notes have been rated at least “AA”, the Class D Notes have been rated at least “AA-”, the Class E Notes have been rated at least “A+”, the Class F Notes have been rated at least “A”, the Class G Notes have been rated at least “A-”, the Class H Notes have been rated at least “BBB+”, the Class J Notes have been rated at least “BBB”, the Class K Notes have been rated at least “BBB-”, the Class L Notes have been rated at least “BB+”, the Class M Notes have been rated at least “BB” and the Class N Notes have been rated at least “BB-”by Fitch and (ii) each such rating is in full force and effect on the Closing Date.

Rating Letters. The delivery to the Trustee of an Officer’s certificate of the Issuer, to the effect that (i) attached thereto are true and correct copies of (A) a letter signed by Standard & Poor’s confirming that the Class A-1 Notes have been rated “AAA” by Standard & Poor’s, the Class A-2 Notes have been rated “AAA” by Standard & Poor’s, the Class B Notes have been rated “AA” by Standard & Poor’s, the Class C Notes have been rated “A” by Standard & Poor’s, the Class D Notes have been rated “A-” by Standard & Poor’s, the Class E Notes have been rated “BBB” by Standard & Poor’s and the Class F Notes have been rated “BB+” by Standard & Poor’s; (B) one or more letters signed by Fitch confirming that the Class A-1 Notes have been rated “AAA” by Fitch, the Class A-2 Notes have been rated “AAA” by Fitch, the Class B Notes have been rated “AA” by Fitch, the Class C Notes have been rated “A” by Fitch, the Class D Notes have been rated “A-” by Fitch, the Class E Notes have been rated “BBB” by Fitch and the Class F Notes have been rated at least “BB+” by Fitch; (C) a letter signed by Moody’s confirming that the Class A-1 Notes have been rated “Aaa”, Class A-R Notes have been rated “Aaa”, Class A-2 Notes have been rated “Aaa”, ” and the Class B Notes have been rated at least “Aa1”, Aa2 and (D) a letter signed by Standard & Poor’s confirming that the Class C Series I 2.00% Combination Notes have been rated at least “Aa2”, the Class D Notes have been rated at least “Aa3”, the Class E Notes have been rated at least “A1”, the Class F Notes have been rated at least “A2”, the Class G Notes have been rated at least “A3”, the Class H Notes have been rated at least “Baa1”, the Class J Notes have been rated at least “Baa2”, the Class K Notes have been rated at least “Baa3”, the Class L Notes have been rated at least “Ba1”, the Class M Notes have been rated at least “Ba2”, the Class N Notes have been rated at least “Ba3BBB” by MoodyStandard and Poor’s with respect to the ultimate receipt of the related initial Component Securities Outstanding Balance and (B) a letter signed by Fitch confirming 2.00% per annum return on the related Component Securities Outstanding Balance, that the Class A-1 Notes have been rated “AAA”, Class A-R Notes have been rated “AAA”, Class A-2 Notes have been rated “AAA”, the Class B Notes have been rated at least “AA+”, the Class C Notes have been rated at least “AA”, the Class D Notes have been rated at least “AA-”, the Class E Notes have been rated at least “A+”, the Class F Notes have been rated at least “A”, the Class G Series II 2.00% Combination Notes have been rated at least “A-”” by Standard & Poor’s with respect to the ultimate receipt of the related initial Component Securities Outstanding Balance and a 2.00% per annum return on the related Component Securities Outstanding Balance, that the Class H Series III 3.15% Combination Notes have been rated at least “BBB+”A+” by Standard & Poor’s with respect to the ultimate receipt of the related initial Component Securities Outstanding Balance and a 3.15% per annum return on the related Component Securities Outstanding Balance, that the Class J Notes P-1 Combination Securities have been rated at least “BBB”AAA” by Standard & Poor’s with respect to the ultimate receipt of the related initial Component Securities Outstanding Balance, that the Class K Notes P-2 Combination Securities have been rated at least “BBB-”, AAA” by Standard & Poor’s with respect to the ultimate receipt of the related initial Component Securities Outstanding Balance and that the Class L Notes P-3 Combination Securities have been rated at least “BB+”, AAA” by Standard & Poor’s with respect to the Class M Notes have been rated at least “BB” and ultimate receipt of the Class N Notes have been rated at least “BB-”by Fitch related initial Component Securities Outstanding Balance and (ii) each such rating is in full force and effect on the Closing Date.

Rating Letters. The delivery to the Trustee of an Officer’s certificate of the Issuer, to the effect that (i) attached thereto are true and correct copies of (A) a letter signed by Standard & Poor’s confirming that the Class A-1 Notes have been rated “AAA” by Standard & Poor’s, the Class A-2 Notes have been rated “AAA” by Standard & Poor’s, the Class A-3 Notes have been rated “AAA” by Standard & Poor’s, the Class B Notes have been rated “AA” by Standard & Poor’s, the Class C Notes have been rated “A” by Standard & Poor’s, the Class D Notes have been rated “BBB” by Standard & Poor’s and the Class E Notes have been rated “BB+” by Standard & Poor’s; (B) one or more letters signed by Fitch confirming that the Class A-1 Notes have been rated “AAA” by Fitch, the Class A-2 Notes have been rated “AAA” by Fitch, the Class A-3 Notes have been rated “AAA” by Fitch, the Class B Notes have been rated “AA” by Fitch, the Class C Notes have been rated “A” by Fitch, the Class D Notes have been rated “BBB” by Fitch, the Class E Notes have been rated “BB+” by Fitch and the Combination Notes have been rated “AA” by Fitch; and (C) a letter signed by Moody’s confirming that the Class A-1 Notes have been rated “Aaa”, Class A-R Notes have been rated “Aaa”, Class A-2 Notes have been rated “Aaa”, ” by Moody’s and the Class B Notes have been rated at least “Aa1”, the Class C Notes have been rated at least “Aa2”, the Class D Notes have been rated at least “Aa3”, the Class E Notes have been rated at least “A1”, the Class F Notes have been rated at least “A2”, the Class G Notes have been rated at least “A3”, the Class H Notes have been rated at least “Baa1”, the Class J Notes have been rated at least “Baa2”, the Class K Notes have been rated at least “Baa3”, the Class L Notes have been rated at least “Ba1”, the Class M Notes have been rated at least “Ba2”, the Class N Notes have been rated at least “Ba3” by Moody’s and (B) a letter signed by Fitch confirming that the Class A-1 Notes have been rated “AAA”, Class A-R Notes have been rated “AAA”, Class A-2 Notes have been rated “AAA”, the Class B Notes have been rated at least “AA+”, the Class C Notes have been rated at least “AA”, the Class D Notes have been rated at least “AA-”, the Class E Notes have been rated at least “A+”, the Class F Notes have been rated at least “A”, the Class G Notes have been rated at least “A-”, the Class H Notes have been rated at least “BBB+”, the Class J Notes have been rated at least “BBB”, the Class K Notes have been rated at least “BBB-”, the Class L Notes have been rated at least “BB+”, the Class M Notes have been rated at least “BB” and the Class N Notes have been rated at least “BB-”by Fitch and (ii) each such rating is in full force and effect on the Closing Date’s.

Rating Letters. The delivery to the Trustee of an Officer’s certificate of the Issuer, to the effect that (i) attached thereto are true and correct copies of (A) a letter signed by S&P confirming that the Class A-1 Notes have been rated “AAA”, Class A-R Notes have been rated “AAA”, Class A-2 Notes have been rated “AAA”, the Class B Notes have been rated at least “AA”, the Class C Notes have been rated at least “A+”, the Class D Notes have been rated at least “A-”, the Class E Notes have been rated at least “BBB+”, the Class F Notes have been rated at least “BBB”, the Class G Notes have been rated at least “BBB-”, each of the Class H Notes and Class J Notes have been rated at least “BB” and the Class K Notes have been rated at least “B” by S&P, (B) a letter signed by Moody’s confirming that the Class A-1 Notes have been rated “Aaa”, Class A-R Notes have been rated “Aaa”, Class A-2 Notes have been rated “Aaa”, the Class B Notes have been rated at least “Aa1Aa2”, the Class C Notes have been rated at least “Aa2A1”, the Class D Notes have been rated at least “Aa3A3”, the Class E Notes have been rated at least “A1Baa1”, the Class F Notes have been rated at least “A2Baa2”, the Class G Notes have been rated at least “A3Baa3”, the Class H Notes have been rated at least “Baa1Ba2”, the Class J Notes have been rated at least “Baa2”, Ba3” and the Class K Notes have been rated at least “Baa3”, the Class L Notes have been rated at least “Ba1”, the Class M Notes have been rated at least “Ba2”, the Class N Notes have been rated at least “Ba3B2” by Moody’s and (BC) a letter signed by Fitch confirming that the Class A-1 Notes have been rated “AAA”, Class A-R Notes have been rated “AAA”, Class A-2 Notes have been rated “AAA”, the Class B Notes have been rated at least “AA+AA”, the Class C Notes have been rated at least “AAA+”, the Class D Notes have been rated at least “AA-A-”, the Class E Notes have been rated at least “A+BBB+”, the Class F Notes have been rated at least “ABBB”, the Class G Notes have been rated at least “A-BBB-”, each of the Class H Notes have been rated at least “BBB+”, and the Class J Notes have been rated at least “BBB”, the Class K Notes have been rated at least “BBB-”, the Class L Notes have been rated at least “BB+”, the Class M Notes have been rated at least “BB” and the Class N K Notes have been rated at least “BB-”by B” by Fitch and (ii) each such rating is in full force and effect on the Closing Date.

Rating Letters. The delivery to the Trustee of an Officer’s certificate of the Issuer, to the effect that (i) attached thereto are true and correct copies of (A) a letter signed by MoodyStandard & Poor’s confirming that the Class A-1 A Notes have been rated “Aaa”, Class A-R Notes have been rated “Aaa”, Class A-2 Notes have been rated “Aaa”AAA” by Standard & Poor’s, the Class B Notes have been rated at least “Aa1”AA” by Standard & Poor’s, the Class C Notes have been rated at least “Aa2”A” by Standard Poors, the Class D Notes have been rated at least “Aa3”, BBB+” by Standard & Poors and the Class E Notes have been rated at least “A1”, the Class F Notes have been rated at least “A2”, the Class G Notes have been rated at least “A3”, the Class H Notes have been rated at least “Baa1”, the Class J Notes have been rated at least “Baa2”, the Class K Notes have been rated at least “Baa3”, the Class L Notes have been rated at least “Ba1”, the Class M Notes have been rated at least “Ba2”, the Class N Notes have been rated at least “Ba3BBB” by Moody’s and Standard & Poor’s; (B) a letter one or more letters signed by Fitch confirming that the Class A-1 A Notes have been rated “AAA”, Class A-R Notes have been rated “AAA”, Class A-2 Notes have been rated “AAA”” by Fitch, the Class B Notes have been rated at least “AA+”AA” by Fitch, the Class C Notes have been rated at least “AA”A” by Fitch, the Class D Notes have been rated at least “AA-”, BBB” by Fitch and the Class E Notes have been rated at least “A+”, BBB” by Fitch and (C) a letter signed by Standard & Poor’s confirming that the Class F Series I 2.00% Deferrable Combination Notes have been rated at least “A”” by Standard and Poor’s with respect to the ultimate receipt of the related initial Combination Notes Outstanding Balance and a 2.00% per annum return on the related Combination Notes Outstanding Balance, that the Class G Series II Deferrable Combination Notes have been rated at least “A” by Standard & Poor’s with respect to the ultimate receipt of the related initial Combination Notes Outstanding Balance, that the Series III 2.00% Combination Notes will be rated at least “BBB” by Standard & Poor’s with respect to the ultimate receipt of the related initial Combination Notes Outstanding Balance and a 2.00% per annum return on the related Combination Notes Outstanding Balance, that the Series IV 1.75% Combination Notes have been rated at least “A-”” by Standard & Poor’s with respect to the ultimate receipt of the related initial Combination Notes Outstanding Balance and a 1.75% per annum return on the related Combination Notes Outstanding Balance, that the Class H Series V Combination Notes have been rated at least “BBB+”, AAA” by Standard & Poor’s with respect to the Class J ultimate receipt of the related initial Combination Notes have been Outstanding Balance and that the Series VI 3ML + 0.47% Combination Notes will be rated at least “BBB”, AAA” by Standard & Poor’s with respect to the Class K timely receipt of the related initial Combination Notes have been rated at least “BBB-”, Outstanding Balance and a timely receipt of a three-month LIBOR plus 0.47% per annum return on the Class L related Combination Notes have been rated at least “BB+”, the Class M Notes have been rated at least “BB” and the Class N Notes have been rated at least “BB-”by Fitch Outstanding Balance and (ii) each such rating is in full force and effect on the Closing Date.