Common use of Additional Conditions Precedent to All Advances Clause in Contracts

Additional Conditions Precedent to All Advances. In accordance with the provisions of Section 3.02, each Advance is subject to the following conditions: (a) except in the case of a Required Payment Advance, on the dates specified in Section 1.02 and in the Funding Allocation Procedures, the Funding Note Issuer shall have delivered to the Conduit Administrator and the Manager (i) a Funding Request, (ii) an Advance Confirmation, and (iii) any cash collateral required to be posted to the Breakage Account in accordance with Section 1.02(b); (b) [Reserved]; (c) except in the case of a Required Payment Advance, an Agreed Upon Procedures Letter shall be delivered to the Manager and the Conduit Administrator, by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date, and the Conduit Administrator shall have confirmed to the Manager and the Funding Note Issuer on or before the seventh (7th) Business Day preceding the Advance Date that the Conduit Administrator was able to verify, with no exceptions, that all Student Loans listed on the Loan Transmittal Summary Forms attached to all Loan Designation Notices received since the date of the most recent Agreed Upon Procedures Letter (if any) delivered to the Manager and the Conduit Administrator were included in the relevant loan data file transmitted to the Conduit Administrator pursuant to Section 1.02(c) in connection with such Agreed Upon Procedures Letter; provided that (1) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample does not meet the eligibility criteria specified in the guidelines published by the Department, then such Student Loan (i) shall be excluded from the relevant pool of Student Loans for such Agreed Upon Procedures Letter and (ii) shall not be included as a Financed Student Loan to be Granted to the Conduit on the relevant Grant Date, and (2) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample is not a Putable Loan, then the Funding Note Issuer and the Master Servicer shall provide to the Conduit Administrator and the Manager by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date (i) a report explaining the cause of noncompliance and the procedures that the Funding Note Issuer and the Master Servicer have or will implement to assure compliance by the Financed Student Loans with the criteria for Putable Loans and (ii) an additional Agreed Upon Procedures Letter using a sample as may be determined by the public accounting firm that will ensure a 99% rate of confidence in such sample; provided further that no Agreed Upon Procedures Letter shall be required to be delivered on any Advance Date that is not a Grant Date if all Financed Student Loans were previously included in a relevant pool for an Agreed Upon Procedures Letter delivered prior to the Advance Date; and (d) in the case of the initial Advance, on or prior to the date of delivery of the related Advance Confirmation, (i) the Conduit Administrator and the Manager shall have received any two (2) of the following: (x) a letter from S&P stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures; and (y) a letter from Fitch stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures and a copy of such rating letters shall be delivered to the Department and (ii) neither the Conduit Administrator nor the Manager shall have received notice that the Funding Note has received a rating below the highest investment-grade rating category from any nationally recognized statistical rating organization.

Additional Conditions Precedent to All Advances. In accordance with the provisions of Section 3.02, each Each Advance is shall be subject to the following conditions: (a) except in further conditions precedent that, as of the case date of a Required Payment Advance, on the dates specified in Section 1.02 such Advance and in the Funding Allocation Procedures, the Funding Note Issuer shall have delivered to the Conduit Administrator and the Manager both (i) a Funding Request, (ii) an before giving effect to such Advance Confirmation, and (iii) any cash collateral required to be posted to the Breakage Account in accordance with Section 1.02(b); (b) [Reserved]; (c) except in the case of a Required Payment Advance, an Agreed Upon Procedures Letter shall be delivered to the Manager and the Conduit Administrator, by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date, and the Conduit Administrator shall have confirmed to the Manager and the Funding Note Issuer on or before the seventh (7th) Business Day preceding the Advance Date that the Conduit Administrator was able to verify, with no exceptions, that all Student Loans listed on the Loan Transmittal Summary Forms attached to all Loan Designation Notices received since the date of the most recent Agreed Upon Procedures Letter (if any) delivered to the Manager and the Conduit Administrator were included in the relevant loan data file transmitted to the Conduit Administrator pursuant to Section 1.02(c) in connection with such Agreed Upon Procedures Letter; provided that (1) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample does not meet the eligibility criteria specified in the guidelines published by the Department, then such Student Loan (i) shall be excluded from the relevant pool of Student Loans for such Agreed Upon Procedures Letter and (ii) after giving effect thereto and to the application of the proceeds thereof: a. The representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of such date, as though made on and as of such date; b. Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Industry Classifications; c. The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); d. No more than three (3) Loans shall then be Pre-Positioned Loans; e. The Revolving Period Termination Date shall not have occurred; f. No event shall have occurred and be included as continuing that constitutes a Financed Student Loan to Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); g. The amount on deposit in the Interest Reserve Account shall be Granted at least equal to the Conduit on the relevant Grant Date, Interest Reserve Account Requirement; h. Each Collateral Quality Test shall be satisfied; i. The applicable conditions set forth in Section 2.1 and (2Section 2.2(a) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample is not a Putable Loan, then the Funding Note Issuer and the Master Servicer and/or 2.2(b) shall provide have been satisfied to the Conduit Administrator and the Manager by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date (i) a report explaining the cause of noncompliance and the procedures that the Funding Note Issuer and the Master Servicer have or will implement to assure compliance by the Financed Student Loans with the criteria for Putable Loans and (ii) an additional Agreed Upon Procedures Letter using a sample as may be determined by the public accounting firm that will ensure a 99% rate of confidence in such sample; provided further that no Agreed Upon Procedures Letter shall be extent satisfaction thereof is required to be delivered on any Advance Date that is not a Grant Date if all Financed Student Loans were previously included in a relevant pool for an Agreed Upon Procedures Letter delivered prior to the Advance Date; and (d) in the case of the initial Advance, on or prior to the date Funding Date; j. No claim shall have been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; k. There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; l. The Documentation Agent shall have recalculated each of the Weighted Average Rating Factor, the Weighted Average Recovery Rate and the Diversity Score pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the Borrower; m. On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the conditions set forth in clauses (a) through (l) above shall have been satisfied; and n. The Servicer and the Borrower shall have taken such other actions, including delivery of the related Advance Confirmationapprovals, (i) the Conduit Administrator consents, opinions, documents, and the Manager shall have received any two (2) of the following: (x) a letter from S&P stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures; and (y) a letter from Fitch stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures and a copy of such rating letters shall be delivered instruments to the Department and (ii) neither the Conduit Administrator nor the Manager shall have received notice that the Funding Note has received a rating below the highest investment-grade rating category from any nationally recognized statistical rating organizationFacility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. In accordance with the provisions of Section 3.02, each Each Advance is shall be subject to the following conditionsfurther conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) except The representations and warranties set forth in the case Sections 4.1 and 7.8 shall be true and correct on and as of a Required Payment Advancesuch date, as though made on the dates specified in Section 1.02 and in the Funding Allocation Procedures, the Funding Note Issuer shall have delivered to the Conduit Administrator and the Manager (i) a Funding Request, (ii) an Advance Confirmation, and (iii) any cash collateral required to be posted to the Breakage Account in accordance with Section 1.02(b)as of such date; (b) [Reserved]Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Mooxx’x Xxdustry Classifications; (c) except in the case The Transferred Loans shall consist of a Required Payment Advancenot fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, an Agreed Upon Procedures Letter Loans to Obligors which are Affiliates of each other shall be delivered to the Manager and the Conduit Administrator, by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date, and the Conduit Administrator shall have confirmed to the Manager and the Funding Note Issuer on or before the seventh (7th) Business Day preceding the Advance Date that the Conduit Administrator was able to verify, with no exceptions, that all Student Loans listed on the Loan Transmittal Summary Forms attached to all Loan Designation Notices received since the date of the most recent Agreed Upon Procedures Letter (if any) delivered to the Manager and the Conduit Administrator were included in the relevant loan data file transmitted to the Conduit Administrator pursuant to Section 1.02(c) in connection with such Agreed Upon Procedures Letter; provided that (1) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample does not meet the eligibility criteria specified in the guidelines published by the Department, then such Student Loan (i) shall be excluded from the relevant pool of Student Loans for such Agreed Upon Procedures Letter and (ii) shall not be included as a Financed Student Loan deemed to be Granted to the Conduit on the relevant Grant Date, and (2) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample is not a Putable single Loan, then the Funding Note Issuer and the Master Servicer shall provide to the Conduit Administrator and the Manager by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date (i) a report explaining the cause of noncompliance and the procedures that the Funding Note Issuer and the Master Servicer have or will implement to assure compliance by the Financed Student Loans with the criteria for Putable Loans and (ii) an additional Agreed Upon Procedures Letter using a sample as may be determined by the public accounting firm that will ensure a 99% rate of confidence in such sample; provided further that no Agreed Upon Procedures Letter shall be required to be delivered on any Advance Date that is not a Grant Date if all Financed Student Loans were previously included in a relevant pool for an Agreed Upon Procedures Letter delivered prior to the Advance Date; and); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Termination Date shall not have occurred; (f) No event shall have occurred that constitutes a Termination Event or Unmatured Termination Event; (g) The amount on deposit in the case Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each of the initial Advance, Borrowing Base Test and Overcollateralization Ratio Test shall be satisfied; (i) The Required Equity Test shall be satisfied; (j) The Liquidity Test shall be satisfied; (k) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the date Funding Date; (l) No claim shall have been asserted or proceeding commenced challenging enforceability or validity of delivery any of the Transaction Documents, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (m) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (n) The Documentation Agent shall have recalculated the Diversity Score and Mooxx’x Xxset Correlation Factor pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the Borrower; (o) On the related Advance ConfirmationFunding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the conditions set forth in clauses (ia) through (n) above shall have been satisfied; (p) On the Conduit Administrator first Funding Date that is after the Restatement Effective Date, the Facility Agent and the Manager each Managing Agent shall have received an opinion relating to substantive consolidation and sale characterization with respect to one or more Loans transferred to the Borrower after the Restatement Effective Date as it or any two (2) of Lender shall reasonably request in connection with the following: (x) a letter from S&P stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures; and (y) a letter from Fitch stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures and a copy transfer of such rating letters shall be delivered Loans on such Funding Date, in form and substance satisfactory to the Department Facility Agent (for the avoidance of doubt, such opinion shall not be required as a condition precedent to any Loans being made on the Restatement Effective Date, unless additional Loans are being transferred to the Borrower on such date); and (q) The Servicer and (ii) neither the Conduit Administrator nor the Manager Borrower shall have received notice that taken such other actions, including delivery of approvals, consents, opinions, documents, and instruments to the Funding Note has received a rating below the highest investment-grade rating category from any nationally recognized statistical rating organizationFacility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. In accordance with the provisions of Section 3.02, each Each Advance is shall be subject to the following conditionsfurther conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) except The representations and warranties set forth in the case Sections 4.1 and 7.8 shall be true and correct on and as of a Required Payment Advancesuch date, as though made on the dates specified in Section 1.02 and in the Funding Allocation Procedures, the Funding Note Issuer shall have delivered to the Conduit Administrator and the Manager (i) a Funding Request, (ii) an Advance Confirmation, and (iii) any cash collateral required to be posted to the Breakage Account in accordance with Section 1.02(b)as of such date; (b) [Reserved]Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Xxxxx’x Industry Classifications; (c) except in the case The Transferred Loans shall consist of a Required Payment Advancenot fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, an Agreed Upon Procedures Letter Loans to Obligors which are Affiliates of each other shall be delivered to the Manager and the Conduit Administrator, by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date, and the Conduit Administrator shall have confirmed to the Manager and the Funding Note Issuer on or before the seventh (7th) Business Day preceding the Advance Date that the Conduit Administrator was able to verify, with no exceptions, that all Student Loans listed on the Loan Transmittal Summary Forms attached to all Loan Designation Notices received since the date of the most recent Agreed Upon Procedures Letter (if any) delivered to the Manager and the Conduit Administrator were included in the relevant loan data file transmitted to the Conduit Administrator pursuant to Section 1.02(c) in connection with such Agreed Upon Procedures Letter; provided that (1) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample does not meet the eligibility criteria specified in the guidelines published by the Department, then such Student Loan (i) shall be excluded from the relevant pool of Student Loans for such Agreed Upon Procedures Letter and (ii) shall not be included as a Financed Student Loan deemed to be Granted to the Conduit on the relevant Grant Date, and (2) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample is not a Putable single Loan, then the Funding Note Issuer and the Master Servicer shall provide to the Conduit Administrator and the Manager by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date (i) a report explaining the cause of noncompliance and the procedures that the Funding Note Issuer and the Master Servicer have or will implement to assure compliance by the Financed Student Loans with the criteria for Putable Loans and (ii) an additional Agreed Upon Procedures Letter using a sample as may be determined by the public accounting firm that will ensure a 99% rate of confidence in such sample; provided further that no Agreed Upon Procedures Letter shall be required to be delivered on any Advance Date that is not a Grant Date if all Financed Student Loans were previously included in a relevant pool for an Agreed Upon Procedures Letter delivered prior to the Advance Date; and); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Termination Date shall not have occurred; (f) No event shall have occurred and be continuing that constitutes a Termination Event or Unmatured Termination Event (including without limitation, satisfaction of the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the case Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied; (i) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (j) No claim shall have been asserted or proceeding commenced challenging enforceability or validity of any of the initial Transaction Documents, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (k) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated each of the Weighted Average Xxxxx’x Rating Factor, the Weighted Average Xxxxx’x Recovery Rate, the Xxxxx’x Diversity Score and Xxxxx’x Asset Correlation Factor pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the Borrower; (m) The Originator shall not have created, incurred, suffered or permitted to exist any Indebtedness for money borrowed, other than (i) obligations incurred under the Purchase Agreement and the other Transaction Documents (to the extent, if any, such obligations constitute Indebtedness for money borrowed), (ii) unsecured Indebtedness, no portion of the principal of which is required to be repaid, redeemed or repurchased by the Originator (whether at a fixed date, at the option of another Person or upon the occurrence of any event or condition), other than by reason of the acceleration of the maturity date thereof upon the occurrence of an event of default or a repayment permitted at the option of the holder upon the occurrence of the death of the beneficial owner of such unsecured Indebtedness, on or prior to the date Expected Final Payment Date, and (iii) other Indebtedness for money borrowed in an aggregate amount at any one time outstanding from and after the Fourth Restatement Effective Date not exceeding the sum of delivery of the related Advance Confirmation, (i) the Conduit Administrator and the Manager shall have received any two (2) of the following: (x) a letter from S&P stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures; and $600,000,000 plus (y) the net proceeds of all Equity Issuances by the Originator or any subsidiary of the Originator (other than Equity Issuances to the Originator or a letter from Fitch stating subsidiary of the Originator) after the Fourth Restatement Effective Date (or, if less, the maximum amount that permits the Asset Coverage Ratio to be met); (n) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the Funding Note has received a long term definitive rating conditions set forth in clauses (a) through (m) above shall have been satisfied; and (o) The Servicer and the Borrower shall have taken such other actions, including delivery of “AAA”approvals, subject to customary surveillance procedures consents, opinions, documents, and a copy of such rating letters shall be delivered instruments to the Department and (ii) neither the Conduit Administrator nor the Manager shall have received notice that the Funding Note has received a rating below the highest investment-grade rating category from any nationally recognized statistical rating organizationFacility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. In accordance with the provisions of Section 3.02, each Each Advance is shall be subject to the following conditionsfurther conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) except The representations and warranties set forth in the case Sections 4.1 and 7.8 shall be true and correct on and as of a Required Payment Advancesuch date, as though made on the dates specified in Section 1.02 and in the Funding Allocation Procedures, the Funding Note Issuer shall have delivered to the Conduit Administrator and the Manager (i) a Funding Request, (ii) an Advance Confirmation, and (iii) any cash collateral required to be posted to the Breakage Account in accordance with Section 1.02(b)as of such date; (b) [Reserved]Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Industry Classifications; (c) except in the case The Transferred Loans shall consist of a Required Payment Advancenot fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, an Agreed Upon Procedures Letter Loans to Obligors which are Affiliates of each other shall be delivered to the Manager and the Conduit Administrator, by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date, and the Conduit Administrator shall have confirmed to the Manager and the Funding Note Issuer on or before the seventh (7th) Business Day preceding the Advance Date that the Conduit Administrator was able to verify, with no exceptions, that all Student Loans listed on the Loan Transmittal Summary Forms attached to all Loan Designation Notices received since the date of the most recent Agreed Upon Procedures Letter (if any) delivered to the Manager and the Conduit Administrator were included in the relevant loan data file transmitted to the Conduit Administrator pursuant to Section 1.02(c) in connection with such Agreed Upon Procedures Letter; provided that (1) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample does not meet the eligibility criteria specified in the guidelines published by the Department, then such Student Loan (i) shall be excluded from the relevant pool of Student Loans for such Agreed Upon Procedures Letter and (ii) shall not be included as a Financed Student Loan deemed to be Granted to the Conduit on the relevant Grant Date, and (2) if the Agreed Upon Procedures Letter discloses that any Student Loan in the relevant sample is not a Putable single Loan, then the Funding Note Issuer and the Master Servicer shall provide to the Conduit Administrator and the Manager by no later than 3:00 p.m. on the seventh (7th) Business Day prior to the Advance Date (i) a report explaining the cause of noncompliance and the procedures that the Funding Note Issuer and the Master Servicer have or will implement to assure compliance by the Financed Student Loans with the criteria for Putable Loans and (ii) an additional Agreed Upon Procedures Letter using a sample as may be determined by the public accounting firm that will ensure a 99% rate of confidence in such sample; provided further that no Agreed Upon Procedures Letter shall be required to be delivered on any Advance Date that is not a Grant Date if all Financed Student Loans were previously included in a relevant pool for an Agreed Upon Procedures Letter delivered prior to the Advance Date; and); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Revolving Period Termination Date shall not have occurred; (f) No event shall have occurred and be continuing that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the case of Interest Reserve Account shall be at least equal to the initial Advance, Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied; (i) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the date Funding Date; (j) No claim shall have been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (k) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated each of the Weighted Average Rating Factor, the Weighted Average Recovery Rate and the Diversity Score pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the Borrower; (m) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the conditions set forth in clauses (a) through (l) above shall have been satisfied; and (n) The Servicer and the Borrower shall have taken such other actions, including delivery of the related Advance Confirmationapprovals, (i) the Conduit Administrator consents, opinions, documents, and the Manager shall have received any two (2) of the following: (x) a letter from S&P stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures; and (y) a letter from Fitch stating that the Funding Note has received a long term definitive rating of “AAA”, subject to customary surveillance procedures and a copy of such rating letters shall be delivered instruments to the Department and (ii) neither the Conduit Administrator nor the Manager shall have received notice that the Funding Note has received a rating below the highest investment-grade rating category from any nationally recognized statistical rating organizationFacility Agent as it may reasonably request.