Common use of Ratings Confirmation Clause in Contracts

Ratings Confirmation. Upon the written request of any Managing Agent, the Borrower shall (at such requesting Managing Agent’s expense) obtain a rating, from a nationally-recognized rating agency reasonably acceptable to such Managing Agent and the Administrative Agent (an “Approved Rating Agency”), of the facility contemplated by this Agreement (each, an “External Rating”) within sixty (60) days from the date of such written request; provided that if such Approved Rating Agency issues an External Rating less than the equivalent of the Explicit Rating, then the Borrower shall effect a Ratings Cure within sixty (60) days of receiving such External Rating; provided, further that the Borrower may effect one such Ratings Cure for each Managing Agent request prior to obtaining a subsequent External Rating that is equal to or better than the Explicit Rating. For purposes of the foregoing, “Ratings Cure” means the Borrower has: (i) promptly following receipt of the External Rating, notified the Administrative Agent and the applicable Managing Agent of its intention to effect a Ratings Cure, (ii) taken, or caused the Originators to take, such actions permitted under this Agreement and the Sale Agreement that the Borrower reasonably believes would improve (or indicated as required, 727159853 10435078 17 by the Approved Rating Agency, in order to improve) the rating of the facility contemplated by this Agreement and (iii) within sixty (60) days of receiving such External Rating obtained a new rating of the facility contemplated by this Agreement from the Approved Rating Agency that provided the initial External Rating (or, with the Administrative Agent's consent (and the consent of any Managing Agent which may have requested a rating), from another Approved Rating Agency) and such new rating is at least equal to the Explicit Rating.

Ratings Confirmation. Upon the written request of any Managing Agent, the Borrower shall (at such requesting Managing Agent’s expense) obtain a rating, from a nationally-recognized rating agency reasonably acceptable to such Managing Agent and the Administrative Agent (an “Approved Rating Agency”), of the facility contemplated by this Agreement (each, an “External Rating”) within sixty (60) days from the date of such written request; provided that if such Approved Rating Agency issues an External Rating less than the equivalent of the Explicit Rating, then the Borrower shall effect a Ratings Cure within sixty (60) days of receiving such External Rating; provided, further that the Borrower may effect one such Ratings Cure for each Managing Agent request prior to obtaining a subsequent External Rating that is equal to or better than the Explicit Rating. For purposes of the foregoing, “Ratings Cure” means the Borrower has: (i) promptly following receipt of the External Rating, notified the Administrative Agent and the applicable Managing Agent of its intention to effect a Ratings Cure, (ii) taken, or caused the Originators to take, such actions permitted under this Agreement and the Sale Agreement that the Borrower reasonably believes would improve (or indicated as required, 727159853 10435078 17 by the Approved Rating Agency, in order to improve) the rating of the facility contemplated by this Agreement and (iii) within sixty (60) days of receiving such External Rating obtained a new rating of the facility contemplated by this Agreement from the Approved Rating Agency that provided the initial External Rating (or, with the Administrative Agent's ’s consent (and the consent of any Managing Agent which may have requested a rating), from another Approved Rating Agency) and such new rating is at least equal to the Explicit Rating.

Ratings Confirmation. Upon (a) If any Funding Source or other Indemnified Party believes or anticipates that it may have a claim for compensation from the Seller as a result of a Regulatory Change, then, upon written request from the Administrator at the request and on behalf of any Managing Agentsuch Funding Source or other Indemnified Party, the Borrower Servicer shall (at such requesting Managing Agentthe Servicer’s own expense) make commercially reasonable efforts to obtain a ratingrating (the “External Rating”) at least equal to “A” or the equivalent (the “Minimum Required Rating”), in form satisfactory to the Administrator, of the facility contemplated by this Agreement from a nationally-recognized rating agency reasonably acceptable to such Managing Agent and the Administrative Agent (an “Approved Rating Agency”), of the facility contemplated by this Agreement (each, an “External Rating”) Administrator within sixty (60) days from the date of such request from the Administrator. The Administrator shall promptly forward to each Purchaser Agent a copy of any such written request; provided that if such Approved Rating Agency issues an request from the Administrator to the Servicer. (b) If no External Rating is received within such sixty (60) day period, or if the External Rating actually given by such nationally-recognized rating agency is less than the equivalent of the Explicit Minimum Required Rating, then the Borrower shall Servicer may effect a Ratings Cure within sixty (60) days of receiving such External Rating; provided, further that the Borrower Cure. The Servicer may effect only one such Ratings Cure for each Managing Agent request prior to obtaining a subsequent an External Rating that is equal to or better than the Explicit Minimum Required Rating. For purposes of the foregoing, A “Ratings Cure” means the Borrower hassatisfaction by the Servicer of each of the following conditions: (ix) prior to or on, or promptly following receipt following, the end of such initial sixty (60) day period, the External Rating, notified Servicer notifies the Administrative Agent Administrator and the applicable Managing each Purchaser Agent of its intention to effect a Ratings Cure, (iiy) takenthe Servicer takes, or caused causes the Originators Seller to take, such any actions permitted under this Agreement and the Receivables Sale Agreement that the Borrower Servicer reasonably believes would expedite or improve (or indicated as required, 727159853 10435078 17 by the Approved External Rating Agency, in order to improve) the rating of the facility contemplated by this Agreement and (iiiz) within thirty (30) days following the end of such sixty (60) days day period, the Servicer obtains an External Rating of receiving the facility from a nationally-recognized rating agency reasonably acceptable to the Administrator and such External Rating obtained a new rating of the facility contemplated by this Agreement from the Approved Rating Agency that provided the initial External Rating (or, with the Administrative Agent's consent (and the consent of any Managing Agent which may have requested a rating), from another Approved Rating Agency) and such new rating is at least equal to the Explicit Minimum Required Rating.

Ratings Confirmation. Upon the written request of any Managing Agent, the Borrower shall (at such requesting Managing Agent’s expense) obtain a rating, from a nationally-recognized rating agency reasonably acceptable to such Managing Agent and the Administrative Agent (an “Approved Rating Agency”), of the facility contemplated by this Agreement (each, an “External Rating”) within sixty (60) days from the date of such written request; provided that if such Approved Rating Agency issues an External Rating less than the equivalent of the Explicit Rating, then the Borrower shall effect a Ratings Cure within sixty (60) days of receiving such External Rating; provided, further that the Borrower may effect one such Ratings Cure for each Managing Agent request prior to obtaining a subsequent External Rating that is equal to or better than the Explicit Rating. For purposes of the foregoing, “Ratings Cure” means the Borrower has: (i) promptly following receipt of the External Rating, notified the Administrative Agent and the applicable Managing Agent of its intention to effect a Ratings Cure, (ii) taken, or caused the Originators to take, such actions permitted under this Agreement and the Sale Agreement that the Borrower reasonably believes would improve (or indicated as required, 727159853 10435078 17 by the Approved Rating Agency, in order to improve) the rating of the facility contemplated by this Agreement and (iii) within sixty (60) days of receiving such External Rating obtained a new rating of the facility contemplated by this Agreement from the Approved Rating Agency that provided the initial External Rating (or, with the Administrative Agent's consent (and the consent of any Managing Agent which may have requested a rating), from another Approved Rating Agency) and such new rating is at least equal to the Explicit Rating.and