Common use of Waiver of Rating Agency Confirmation Clause in Contracts

Waiver of Rating Agency Confirmation. (a) Subject to Section 11.12 of this Agreement, any Rating Agency Confirmation request made by the Borrower, the Servicer or the Trustee, as applicable (such requesting party, the “Requesting Party”), pursuant to this Agreement shall be required to be made in writing, which writing shall include electronic mail, and shall contain a cover page indicating the nature of the Rating Agency Confirmation request and all back-up material necessary for the Rating Agency to process such request, and must be provided in electronic format to the Authorized Representative, who shall post such request on the 17g-5 Website pursuant to Section 11.12 of this Agreement (the “Initial Request”). (b) Notwithstanding the terms of the Mortgage Loan Documents or any other provisions to the contrary herein, if any action herein requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, and if 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 within 10 Business Days of an Initial Request, the Requesting Party will be required to: (i) confirm, through direct communication and not by posting any confirmation on the 17g-5 Website, that the applicable Rating Agency has received the Initial Request, and, if it has not, promptly make a second request for Rating Agency Confirmation (the “Second Request”); and (ii) if there is no response to either such Rating Agency Confirmation request within 5 Business Days of such Second Request or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party shall confirm (without providing notice to the Authorized Representative), by direct communication and not by posting any confirmation on the 17g-5 Website, that the applicable Rating Agency has received such Second Request and, two (2) Business Days following such confirmation, subject to Section 11.13(b) herein: (A) with respect to any condition in the Mortgage Loan Documents requiring a Rating Agency Confirmation or any other matter hereunder relating to the servicing of the Mortgage Loan (other than as set forth in clause (B) below), the Servicer shall be required to determine, in accordance with its duties herein and in accordance with the Servicing Standard, whether or not such action would be in the best interests of the Securityholders, and if the Servicer determines that such action would be in the best interests of the Securityholders, then the requirement for a Rating Agency Confirmation shall be considered satisfied with respect to such action; provided, however, that with respect to the defeasance, release, substitution or addition of any collateral relating to the Mortgage Loan pursuant to Sections 11.3 through 11.7 of the Loan Agreement, the Servicer shall consider Rating Agency Confirmation satisfied without any such determination, it being understood that the Servicer will in any event review the conditions required under the Mortgage Loan Documents with respect to such defeasance, release, substitution or addition and confirm to its reasonable satisfaction in accordance with the Servicing Standard that such conditions, other than the requirement for a Rating Agency Confirmation, have been satisfied; and (B) with respect to the replacement of the Servicer pursuant to Section 6.06 herein, Rating Agency Confirmation will not be required if the proposed replacement servicer is a Qualified Servicer; provided, that such Qualified Servicer shall provide written notice of such replacement to the Rating Agencies and the Authorized Representative, who shall post such notice to the 17g-5 Website pursuant to Section 11.12. (iii) A Rating Agency Confirmation shall not be deemed satisfied pursuant to this Section 11.13 with respect to: (A) the following sections in the Loan Agreement: Sections 3.2, 5.11(B), 5.11(C), 11.1, 11.2, 11.4(B), and 11.4(C); (B) Sections 3.08, 3.23(e), 8.06 and 11.01(a) of this Agreement; (C) clause (c) of the definition of “Eligible Account” in this Agreement; (D) the requirement for Rating Agency Confirmation contained in the definition of “Eligible Institution” in this Agreement; (E) clauses (i) and (ii) of the definition of “Required Claims-Paying Rating” in this Agreement; (F) any Mortgage Loan Increase; (G) any RAC-Only Release; or (H) any refusal by any Rating Agency to provide Rating Agency Confirmation (i) following a consideration by such Rating Agency of the substance of a request or (ii) due to any failure to reach a commercial agreement between such Rating Agency and the Borrowers or its affiliates, including, but not limited to, any disagreement regarding such Rating Agency’s fees.

Waiver of Rating Agency Confirmation. (a) Subject to Section 11.12 of this Agreement, any Any request for a Rating Agency Confirmation request made by the a Borrower, the Servicer or the Trustee, as applicable (such requesting party, the “Requesting Party”), to Moody’s pursuant to this Loan Agreement shall be required to (i) be made in writing, which writing shall include electronic mail, and shall (ii) contain a cover page indicating the nature of the request for Rating Agency Confirmation request and all back-up material necessary for the Rating Agency Moody’s to process such request, and must (iii) be provided by the Requesting Party in electronic format to 00xxxxxxxx@xxxxxxx.xxx (the “Authorized Representative, ”) who shall post such request on the 17g-5 Website pursuant to Section 11.12 of this Agreement (the “Initial Request”). If the Requesting Party is a Borrower or the Trustee, such Requesting Party shall also provide a copy of the Initial Request to the Servicer. (b) Notwithstanding the terms of the Mortgage Loan Documents or any other provisions to the contrary herein, if any action herein requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, and if such Rating Agency If Moody’s has not replied to such request an Initial Request or has responded to an Initial Request in a manner that indicates that such Rating Agency Xxxxx’x is neither reviewing such the request for Rating Agency Confirmation nor waiving the requirement for a such Rating Agency Confirmation within 10 ten (10) Business Days of an the making of such Initial Request, the Requesting Party will be required toshall: (i) confirm, through direct communication and not by posting any confirmation a request for a Rating Agency Confirmation on the 17g-5 Website, that the applicable Rating Agency Moody’s has received the such Initial Request, and, if it has not, promptly make a second request to Moody’s for Rating Agency Confirmation (the “Second Request”); and (ii) if there is no response by Moody’s to either such Rating Agency Confirmation request Initial Request or such Second Request within 5 five (5) Business Days of the making of such Second Request or if such Rating Agency Moody’s has responded to such Initial Request or such Second Request in a manner that indicates such Rating Agency that Xxxxx’x is neither reviewing such the request for Rating Agency Confirmation nor waiving the requirement for such Rating Agency Confirmation, then such Requesting Party shall confirm (without providing notice to the Authorized Representative), by direct communication and not by posting any confirmation a request for Rating Agency Confirmation on the 17g-5 Website, that the applicable Rating Agency Moody’s has received such Second Request and, two (2) Business Days following such confirmation, subject to Section 11.13(b) herein: (A) with respect to any condition in Request. If a Requesting Party provides the Mortgage Loan Documents requiring a Rating Agency Confirmation or any other matter hereunder relating to the servicing of the Mortgage Loan (other than as set forth in clause (B) below), the Servicer shall be required to determine, in accordance with its duties herein and in accordance with the Servicing Standard, whether or not such action would be in the best interests of the Securityholders, and if the Servicer determines that such action would be in the best interests of the Securityholders, then the requirement requests for a Rating Agency Confirmation to Moody’s in the manner and at the times provided for in this Section 14.26, it shall be considered satisfied with respect deemed to have made good faith efforts to request such action; provided, however, that with respect to the defeasance, release, substitution or addition of any collateral relating to the Mortgage Loan pursuant to Sections 11.3 through 11.7 of the Loan Agreement, the Servicer shall consider Rating Agency Confirmation satisfied without any such determination, it being understood that the Servicer will in any event review the conditions required under the Mortgage Loan Documents with respect to such defeasance, release, substitution or addition and confirm to its reasonable satisfaction in accordance with the Servicing Standard that such conditions, other than the requirement for a Rating Agency Confirmation, have been satisfied; and (B) with respect to the replacement of the Servicer pursuant to Section 6.06 herein, Rating Agency Confirmation will not be required if the proposed replacement servicer is a Qualified Servicer; provided, that such Qualified Servicer shall provide written notice of such replacement to the Rating Agencies and the Authorized Representative, who shall post such notice to the 17g-5 Website pursuant to Section 11.12from Moody’s. (iii) A Rating Agency Confirmation shall not be deemed satisfied pursuant to this Section 11.13 with respect to: (A) the following sections in the Loan Agreement: Sections 3.2, 5.11(B), 5.11(C), 11.1, 11.2, 11.4(B), and 11.4(C); (B) Sections 3.08, 3.23(e), 8.06 and 11.01(a) of this Agreement; (C) clause (c) of the definition of “Eligible Account” in this Agreement; (D) the requirement for Rating Agency Confirmation contained in the definition of “Eligible Institution” in this Agreement; (E) clauses (i) and (ii) of the definition of “Required Claims-Paying Rating” in this Agreement; (F) any Mortgage Loan Increase; (G) any RAC-Only Release; or (H) any refusal by any Rating Agency to provide Rating Agency Confirmation (i) following a consideration by such Rating Agency of the substance of a request or (ii) due to any failure to reach a commercial agreement between such Rating Agency and the Borrowers or its affiliates, including, but not limited to, any disagreement regarding such Rating Agency’s fees.”

Waiver of Rating Agency Confirmation. (a) Subject to Section 11.12 of this Agreement, any Any request for a Rating Agency Confirmation request made by the a Borrower, the Servicer or the Trustee, as applicable (such requesting party, the “Requesting Party”), to Moody’s on or after the Second Amendment Effective Date pursuant to this Loan Agreement shall be required to made in accordance with the following provisions: (A) Any request for a Rating Agency Confirmation made by a Requesting Party shall (i) be made in writing, which writing shall include electronic mail, and shall (ii) contain a cover page indicating the nature of the request for Rating Agency Confirmation request and all back-up material necessary for the Rating Agency Moody’s to process such request, and must (iii) be provided by the Requesting Party in electronic format to 00xxxxxxxx@xxxxxxx.xxx (the “Authorized Representative, ”) who shall post such request on the 17g-5 Website pursuant to Section 11.12 of this Agreement (the “Initial Request”). If the Requesting Party is a Borrower or the Trustee, such Requesting Party shall also provide a copy of the Initial Request to the Servicer. (bB) Notwithstanding the terms of the Mortgage Loan Documents or any other provisions to the contrary herein, if any action herein requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, and if such Rating Agency If Moody’s has not replied to such request an Initial Request or has responded to an Initial Request in a manner that indicates that such Rating Agency Xxxxx’x is neither reviewing such the request for Rating Agency Confirmation nor waiving the requirement for a such Rating Agency Confirmation within 10 ten (10) Business Days of an the making of such Initial Request, the Requesting Party will be required to:shall: ‑128‑ (i) confirm, through direct communication and not by posting any confirmation a request for a Rating Agency Confirmation on the 17g-5 Website, that the applicable Rating Agency Moody’s has received the such Initial Request, and, if it has not, promptly make a second request to Moody’s for Rating Agency Confirmation (the “Second Request”); and (ii) if there is no response by Moody’s to either such Rating Agency Confirmation request Initial Request or such Second Request within 5 five (5) Business Days of the making of such Second Request or if such Rating Agency Moody’s has responded to such Initial Request or such Second Request in a manner that indicates such Rating Agency that Xxxxx’x is neither reviewing such the request for Rating Agency Confirmation nor waiving the requirement for such Rating Agency Confirmation, then such Requesting Party shall confirm (without providing notice to the Authorized Representative), by direct communication and not by posting any confirmation a request for Rating Agency Confirmation on the 17g-5 Website, that the applicable Rating Agency Moody’s has received such Second Request and, two (2) Business Days following such confirmation, subject to Section 11.13(b) herein: (A) with respect to any condition in Request. If a Requesting Party provides the Mortgage Loan Documents requiring a Rating Agency Confirmation or any other matter hereunder relating to the servicing of the Mortgage Loan (other than as set forth in clause (B) below), the Servicer shall be required to determine, in accordance with its duties herein and in accordance with the Servicing Standard, whether or not such action would be in the best interests of the Securityholders, and if the Servicer determines that such action would be in the best interests of the Securityholders, then the requirement requests for a Rating Agency Confirmation to Moody’s in the manner and at the times provided for in this Section 14.26, it shall be considered satisfied with respect deemed to have made good faith efforts to request such action; provided, however, that with respect to the defeasance, release, substitution or addition of any collateral relating to the Mortgage Loan pursuant to Sections 11.3 through 11.7 of the Loan Agreement, the Servicer shall consider Rating Agency Confirmation satisfied without any such determination, it being understood that the Servicer will in any event review the conditions required under the Mortgage Loan Documents with respect to such defeasance, release, substitution or addition and confirm to its reasonable satisfaction in accordance with the Servicing Standard that such conditions, other than the requirement for a Rating Agency Confirmation, have been satisfied; and (B) with respect to the replacement of the Servicer pursuant to Section 6.06 herein, Rating Agency Confirmation will not be required if the proposed replacement servicer is a Qualified Servicer; provided, that such Qualified Servicer shall provide written notice of such replacement to the Rating Agencies and the Authorized Representative, who shall post such notice to the 17g-5 Website pursuant to Section 11.12. (iii) A Rating Agency Confirmation shall not be deemed satisfied pursuant to this Section 11.13 with respect to: (A) the following sections in the Loan Agreement: Sections 3.2, 5.11(B), 5.11(C), 11.1, 11.2, 11.4(B), and 11.4(C); (B) Sections 3.08, 3.23(e), 8.06 and 11.01(a) of this Agreement; (C) clause (c) of the definition of “Eligible Account” in this Agreement; (D) the requirement for Rating Agency Confirmation contained in the definition of “Eligible Institution” in this Agreement; (E) clauses (i) and (ii) of the definition of “Required Claims-Paying Rating” in this Agreement; (F) any Mortgage Loan Increase; (G) any RAC-Only Release; or (H) any refusal by any Rating Agency to provide Rating Agency Confirmation (i) following a consideration by such Rating Agency of the substance of a request or (ii) due to any failure to reach a commercial agreement between such Rating Agency and the Borrowers or its affiliates, including, but not limited to, any disagreement regarding such Rating Agency’s fees.from Moody’s. ‑129‑