Common use of Application of Funds in Downgrade Collateral Account Clause in Contracts

Application of Funds in Downgrade Collateral Account. If any Alternate Investor shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage of the related Class Pro Rata Share of Investments required to be made by the Alternate Investors of the related Class, to any Assignment Amount payable by such Alternate Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate Investor shall not constitute an Investment or the payment of any Assignment Amount (and such Alternate Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments and such Eligible Investments shall be selected by such Class Agent in its sole discretion. Such Class Agent shall remit to such Alternate Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class Agent in respect of such Alternate Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection (a) above may be reduced) within one Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net Investment then funded by the related Conduit Investor, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor or removal of such Alternate Investor as a party to this Agreement, (ii) the date on which such Alternate Investor shall furnish the related Class Agent with confirmation that such Alternate Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Investor’s Commitment to the SPV or the related Conduit Investor or such downgraded Alternate Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Committed Investor shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class its Managing Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage of the related Class Pro Rata Share such Committed Investor’s share of Investments and L/C Borrowings required to be made by the Alternate Committed Investors of the related Class, and to any Assignment Amount payable by such Alternate Committed Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate any Committed Investor shall not constitute an Investment Investment, L/C Borrowing or the payment of any Assignment Amount (and such Alternate Committed Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments and L/C Borrowings or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b)Amount. The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class applicable Managing Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the applicable Managing Agent in its sole discretion. Such Class The Agent shall remit to such Alternate Committed Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class the Agent in respect of such Alternate Committed Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Committed Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Committed Investor (or the stated amount of the letter of credit delivered by such Alternate Committed Investor pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Pro Rata Share such Committed Investor’s pro rata share (determined as of the day prior to the Termination Date) of the sum of the related Class Net all Portions of Investment then funded by the related applicable Conduit Investor, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Committed Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Committed Investor or removal of such Alternate Committed Investor as a party to this Agreement, (ii) the date on which such Alternate Committed Investor shall furnish the related Class its Managing Agent with confirmation that such Alternate Committed Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Committed Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Committed Investor’s Commitment to the SPV or the related applicable Conduit Investor or such downgraded Alternate Committed Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Bank Investor shall be required pursuant to Section 3.2(a2.15(a) to fund a Downgrade Draw, then the related Class Managing Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage of the related Class such Bank Investor’s Pro Rata Share of Investments Loans required to be made by the Alternate Investors of the related ClassBank Investors, to any Assignment Amount payable by such Alternate Bank Investor pursuant to Section 3.1 2.14 and to any purchase price payable by such Alternate Bank Investor pursuant to Section 3.3(b2.16(b) at the times, in the manner and subject to the conditions precedent set forth in this Loan Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate any Bank Investor shall not constitute an Investment a Loan or the payment of any Assignment Amount (and such Alternate Bank Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b)2.15, unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b2.16(b) pursuant to the first sentence of this Section 3.2(b)2.15. The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Managing Agent in Eligible Investments and such Eligible Investments shall be selected by such Class Managing Agent in its sole discretion. Such Class Each Managing Agent shall remit to such Alternate Bank Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Available Collections received by such Class each Managing Agent in respect of such Alternate Bank Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Bank Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Bank Investor (or the stated amount of the letter of credit delivered by such Alternate Bank Investor pursuant to subsection (a) above may be reduced) within one Business Day after each Settlement Remittance Date following the Facility Termination Date to the extent that, after giving effect to the distributions made and received by the related Lenders or Bank Investors on such Settlement Remittance Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class such Bank Investor’s Pro Rata Share (determined as of the day prior to the Facility Termination Date) of the sum of the related Class Net Investment all Tranches then funded by the related Conduit InvestorLender, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Bank Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Bank Investor or removal of such Alternate Bank Investor as a party to this Loan Agreement, (ii) the date on which such Alternate Bank Investor shall furnish the related Class Managing Agent with confirmation that such Alternate Bank Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Scheduled Termination Date (or if earlier, the Commitment Scheduled Termination Date in effect prior to any renewal pursuant to Section 3.3 2.16 to which such Alternate Bank Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b2.16(b)). Nothing in this Section 3.2 2.15 shall affect or diminish in any way any such downgraded Alternate Bank Investor’s Commitment to the SPV Borrower or the related Conduit Investor a Lender or such downgraded Alternate Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Operative Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor Liquidity Bank shall be required pursuant to Section 3.2(a15.2(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage such Liquidity Bank’s share of the related Class Pro Rata Share of Investments Loans required to be made by the Alternate Investors of the related Class, Liquidity Banks and to any Assignment Amount payable by such Alternate Investor Liquidity Bank pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) 15.1 at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate Investor any Liquidity Bank shall not constitute an Investment a Loan or the payment of any Assignment Amount (and such Alternate Investor Liquidity Bank shall not be entitled to interest on such monies except as provided below in this Section 3.2(b15.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments Loans or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b)Amount. The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the Agent in its sole discretion. Such Class The Agent shall remit to such Alternate InvestorLiquidity Bank, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class the Agent in respect of such Alternate InvestorLiquidity Bank’s portion of the related Class Net Investment Obligations shall be deposited in the Downgrade Collateral Account for such Alternate InvestorLiquidity Bank. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor Liquidity Bank (or the stated amount of the letter of credit delivered by such Alternate Investor Liquidity Bank pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors Lenders on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Pro Rata Share such Liquidity Bank’s pro rata share (determined as of the day prior to the Termination Date) of the sum of the related Class Net Investment all Loans then funded by the related Conduit InvestorXX XXXX, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor Liquidity Bank no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor Liquidity Bank or removal of such Alternate Investor Liquidity Bank as a party to this Agreement, (ii) the date on which such Alternate Investor Liquidity Bank shall furnish the related Class Agent with confirmation that such Alternate Investor Liquidity Bank shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Conduit Investment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b))Date. Nothing in this Section 3.2 15.2 shall affect or diminish in any way any such downgraded Alternate InvestorLiquidity Bank’s Commitment to the SPV Borrower or the related Conduit Investor XX XXXX or such downgraded Alternate InvestorLiquidity Bank’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any EFC ---------------------------------------------------- Alternate Investor shall be required pursuant to Section 3.2(a) to fund a ------------- Downgrade Draw, then the related Class EFC Funding Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such EFC Alternate Investor Percentage of the related Class Investor's Special Pro Rata Share of Investments required to be made by the EFC Alternate Investors of the related ClassInvestors, to any Assignment Amount payable by such EFC Alternate Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the ----------- conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such any EFC Alternate Investor shall not constitute an Investment or the payment of any Assignment Amount (and such EFC Alternate Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then ------------- only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class EFC Funding Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the EFC Funding Agent in its sole discretion. Such Class The EFC Funding Agent shall remit to such EFC Alternate Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class the EFC Funding Agent in respect of such EFC Alternate Investor’s 's portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such EFC Alternate Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such EFC Alternate Investor (or the stated amount of the letter of credit delivered by such EFC Alternate Investor pursuant to subsection (a) above may be reduced) ------------- within one Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related such EFC Alternate Investor Percentage of the related Class Investor's Special Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net all Portions of Investment then funded by the related EFC Conduit Investor, plus the related Interest Component. All amounts remaining in such Downgrade ---- Collateral Account shall be released to such EFC Alternate Investor no later than the Business Day immediately following the earliest of (i) the effective -------- date of any replacement of such EFC Alternate Investor or removal of such EFC Alternate Investor as a party to this Agreement, (ii) the date on which such EFC Alternate Investor shall furnish the related Class EFC Funding Agent with confirmation that such EFC Alternate Investor shall have short-term debt ratings of at least “"A-2” " or “"P-2” " from S&P and Xxxxx’xor Moody's, respectively, without xxxxxxt negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such EFC Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). ----------- Nothing in this Section 3.2 shall affect or diminish in any way any such ---------- downgraded EFC Alternate Investor’s 's Commitment to the SPV or the related EFC Conduit Investor or such downgraded EFC Alternate Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor shall be required pursuant to Section SECTION 3.2(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such Alternate Investor Percentage of the related Class Investor's Pro Rata Share of Investments required to be made by the Alternate Investors of the related ClassInvestors, to any Assignment Amount payable by such Alternate Investor pursuant to Section SECTION 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section SECTION 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such any Alternate Investor shall not constitute an Investment or the payment of any Assignment Amount (and such Alternate Investor shall not be entitled to interest on such monies except as provided below in this Section SECTION 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section SECTION 3.3(b) pursuant to the first sentence of this Section SECTION 3.2(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the Agent in its sole discretion. Such Class The Agent shall remit to such Alternate Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class the Agent in respect of such Alternate Investor’s 's portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection SUBSECTION (a) above may be reduced) within one Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related such Alternate Investor Percentage of the related Class Investor's Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net all Portion of Investment then funded by the related Conduit Investor, plus PLUS the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor no later than the Business Day immediately following the earliest EARLIEST of (i) the effective date of any replacement of such Alternate Investor or removal of such Alternate Investor as a party to this Agreement, (ii) the date on which such Alternate Investor shall furnish the related Class Agent with confirmation that such Alternate Investor shall have short-term debt ratings of at least “"A-2” " or “"P-2” " or "F-2" from S&P and Xxxxx’xMoodx'x xxx Fitch, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section SECTION 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section SECTION 3.3(b)). Nothing in this Section SECTION 3.2 shall affect or diminish in any way any such downgraded Alternate Investor’s 's Commitment to the SPV or the related Conduit Investor or such downgraded Alternate Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor Purchaser shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class Administrative Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such Alternate Investor Percentage of the related Class Purchaser’s Pro Rata Share of Investments required to be made by the Alternate Investors of the related ClassPurchasers, to any Assignment Amount payable by such Alternate Investor Purchaser pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor Purchaser pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such any Alternate Investor Purchaser shall not constitute an Investment or the payment of any Assignment Amount (and such Alternate Investor Purchaser shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Administrative Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the Administrative Agent in its sole discretion. Such Class The Administrative Agent shall remit to such Alternate InvestorPurchaser, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsectionSection 3.2(b), Collections received by such Class the Administrative Agent in respect of such Alternate InvestorPurchaser’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate InvestorPurchaser. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor Purchaser (or the stated amount of the letter of credit delivered by such Alternate Investor Purchaser pursuant to subsection (aSection 3.2(a) above may be reduced) within one (1) Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors Purchasers on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related such Alternate Investor Percentage of the related Class Purchaser’s Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net all Portion of Investment then funded by the related Conduit InvestorPurchaser, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor Purchaser no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor Purchaser or removal of such Alternate Investor Purchaser as a party to this Agreement, (ii) the date on which such Alternate Investor Purchaser shall furnish the related Class Administrative Agent with confirmation that such Alternate Investor Purchaser shall have short-short term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor Purchaser does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate InvestorPurchaser’s Commitment to the SPV Seller or the related Conduit Investor Purchaser or such downgraded Alternate InvestorPurchaser’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such Alternate Investor Percentage of the related Investor’s Class Pro Rata Share of Investments required to be made by the Alternate Investors of the related ClassInvestors, to any Assignment Amount payable by such Alternate Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate Investor shall not constitute an Investment or the payment of any Assignment Amount (and such Alternate Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments and such Eligible Investments shall be selected by such Class Agent in its sole discretion. Such Class Agent shall remit to such Alternate Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class Agent in respect of such Alternate Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related such Alternate Investor Percentage of the related Class Investor’s Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net Investment then funded by the related Conduit Investor, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor or removal of such Alternate Investor as a party to this Agreement, (ii) the date on which such Alternate Investor shall furnish the related Class Agent with confirmation that such Alternate Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Investor’s Commitment to the SPV or the related Conduit Investor or such downgraded Alternate Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Committed Investor shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class its Managing Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage of the related Class Pro Rata Share such Committed Investor’s share of Investments and L/C Borrowings required to be made by the Alternate Committed Investors of the related Class, and to any Assignment Amount payable by such Alternate Committed Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate any Committed Investor shall not constitute an Investment Investment, L/C Borrowing or the payment of any Assignment Amount (and such Alternate Committed Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments and L/C Borrowings or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b)Amount. The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class applicable Managing Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the applicable Managing Agent in its sole discretion. Such Class The Agent shall remit to such Alternate Committed Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class the Agent in respect of such Alternate Committed Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Committed Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Committed Investor (or the stated amount of the letter of credit delivered by such Alternate Committed Investor pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Pro Rata Share such Committed Investor’s pro rata share (determined as of the day prior to the Termination Date) of the sum of the related Class Net all Portions of Investment then funded by the related applicable Conduit Investor, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Committed Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Committed Investor or removal of such Alternate Committed Investor as a party to this Agreement, (ii) the date on which such Alternate Committed Investor shall furnish the related Class its Managing Agent with confirmation that such Alternate Committed Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’xMxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Committed Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Committed Investor’s Commitment to the SPV or the related applicable Conduit Investor or such downgraded Alternate Committed Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor Bank Purchaser shall be required pursuant to Section 3.2(a1.11(a) to fund a Downgrade Draw, then the related Class Agent Related Administrator shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage such Bank Purchaser's pro rata share of the related Class Pro Rata Share of Investments Purchases required to be made by the Alternate Investors of Bank Purchasers in the related ClassQuincy Related Group, to any Assignment Amount payable by such Alternate Investor Bank Purchaser pursuant to Section 3.1 1.10 and to any purchase price payable by such Alternate Investor Bank Purchaser pursuant to Section 3.3(b1.12(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate Investor any Bank Purchaser shall not constitute an Investment a Purchase or the payment of any Assignment Amount (and such Alternate Investor Bank Purchaser shall not be entitled to interest on such monies except as provided below in this Section 3.2(b1.11(b), unless and until (and then only to the extent that) such monies are used to fund Investments Purchases or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b1.12(b) pursuant to the first sentence of this Section 3.2(b1.11(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent Related Administrator in Eligible Investments eligible investments and such Eligible Investments eligible investments shall be selected by such Class Agent the Related Administrator in its sole discretion. Such Class Agent The Related Administrator shall remit to such Alternate InvestorBank Purchaser, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class Agent the Related Administrator in respect of such Alternate Investor’s portion of the related Class Net Bank Purchaser's Purchaser's Investment shall be deposited in the Downgrade Collateral Account for such Alternate InvestorBank Purchaser. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor Bank Purchaser (or the stated amount of the letter of credit delivered by such Alternate Investor Bank Purchaser pursuant to subsection (a) above may be reduced) within one Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors Purchasers on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Pro Rata Share such Bank Purchaser's pro rata share (determined as of the day prior to the Termination Date) of the sum of the related Class Net Purchaser's Investment then funded by the related Conduit InvestorQuincy, plus the related Interest ComponentEarned Discount accrued and to accrue with respect thereto. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor Bank Purchaser no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor Bank Purchaser or removal of such Alternate Investor Bank Purchaser as a party to this Agreement, (ii) the date on which such Alternate Investor Bank Purchaser shall furnish the related Class Agent Related Administrator with confirmation that such Alternate Investor Bank Purchaser shall have short-term debt ratings of at least “"A-2” ", "P-2" or “P-2” "F-1" from S&P S&P, Moody's and Xxxxx’xFitch, respectively, without negative credit implications, and xxx (iiixxi) the Commitment Support Termination Date (or if earlier, the Commitment Support Termination Date in effect prior to any renewal pursuant to Section 3.3 to 1.12 which such Alternate Investor Bank Purchaser does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b1.12(b)). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Investor’s Bank Purchaser's Commitment to the SPV Seller or the related Conduit Investor Quincy or such downgraded Alternate Investor’s Bank Purchaser's other obligations and liabilities hereunder and under the other Transaction Documentstransaction documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor shall be required pursuant to Section 3.2(a2.11(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such Alternate Investor Percentage of the related Class Investor's Pro Rata Share of Investments Variable Funding Advances required to be made by the Alternate Investors of the related ClassInvestors, to any Assignment Amount Purchase Price payable by such Alternate Investor pursuant to Section 3.1 2.07 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b2.12(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such any Alternate Investor shall not constitute an Investment a Variable Funding Advance or the payment of any Assignment Amount Purchase Price (and such Alternate Investor shall not be entitled to interest on such monies monies, except as provided below in this Section 3.2(b2.11(b), unless and until (and then only to the extent that) such monies are used to fund Investments Variable Funding Advances or to pay any Assignment Amount Purchase Price or purchase price pursuant to Section 3.3(b2.12(b) pursuant to the first sentence of this Section 3.2(b2.11(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Permitted Investments and such Eligible Permitted Investments shall be selected by such Class the Agent in its sole discretion. Such Class The Agent shall remit to such Alternate Investor, on the last Business Day of each month, the income actually received by the Agent thereon. Unless required to be released as provided below in this subsection, Collections proceeds received by such Class the Agent in respect of such Alternate Investor’s 's portion of the related Class Net Investment Funded Amount shall be deposited in the Downgrade Collateral Account for such Alternate Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Payment Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Payment Date, the amount on deposit in such Downgrade Collateral Account would exceed the related such Alternate Investor Percentage of the related Class Investor's Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net Investment all Funded Amount then funded by the related Conduit Investor, plus Investor divided by 0.98 (rounded up to the related Interest Componentnearest $1,000). All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor or removal of such Alternate Investor as a party to this Agreement, (ii) the date on which such Alternate Investor shall furnish the related Class Agent with confirmation that such Alternate Investor shall have short-term debt ratings of at least “A-2” or “P-2” "A-1" and "P-l" from S&P and Xxxxx’x, Moody's respectively, without negative credit implications, and (iii) the Commitment Termination Expiry Date (or or, if earlier, the Commitment Termination Expiry Date in effect prior to any renewal pursuant to Section 3.3 2.12 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b2.12.(b)). Nothing in this Section 3.2 2.11 shall affect or diminish in any way any such downgraded Alternate Investor’s 's Commitment to the SPV Issuer or the related Conduit Investor or such downgraded Alternate Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such Alternate Investor Percentage of the related Class Investor’s Pro Rata Share of Investments required to be made by the Alternate Investors of the related ClassInvestors, to any Assignment Amount payable by such Alternate Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such any Alternate Investor shall not constitute an Investment or the payment of any Assignment Amount (and such Alternate Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the Agent in its sole discretion. Such Class The Agent shall remit to such Alternate Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class the Agent in respect of such Alternate Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection (a) above may be reduced) within one Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related such Alternate Investor Percentage of the related Class Investor’s Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net all Portions of Investment then funded by the related Conduit Investor, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor or removal of such Alternate Investor as a party to this Agreement, (ii) the date on which such Alternate Investor shall furnish the related Class Agent with confirmation that such Alternate Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Investor’s Commitment to the SPV Originator or the related Conduit Investor or such downgraded Alternate Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Committed Investor shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class its Managing Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage of the related Class Pro Rata Share such Committed Investor’s share of Investments required to be made by the Alternate Committed Investors of the related Class, and to any Assignment Amount payable by such Alternate Committed Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate any Committed Investor shall not constitute an Investment or the payment of any Assignment Amount (and such Alternate Committed Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b)Amount. The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class applicable Managing Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the applicable Managing Agent in its sole discretion. Such Class The Agent shall remit to such Alternate Committed Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class the Agent in respect of such Alternate Committed Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Committed Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Committed Investor (or the stated amount of the letter of credit delivered by such Alternate Committed Investor pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Pro Rata Share such Committed Investor’s pro rata share (determined as of the day prior to the Termination Date) of the sum of the related Class Net all Portions of Investment then funded by the related applicable Conduit Investor, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Committed Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Committed Investor or removal of such Alternate Committed Investor as a party to this Agreement, (ii) the date on which such Alternate Committed Investor shall furnish the related Class its Managing Agent with confirmation that such Alternate Committed Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Committed Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Committed Investor’s Commitment to the SPV or the related applicable Conduit Investor or such downgraded Alternate Committed Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor Lender in any Lender Group shall be required pursuant to Section 3.2(asubsection (a) to fund a Downgrade Draw, then the related Class Managing Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such Alternate Investor Percentage Lender’s share of the related Class Pro Rata Share of Investments Loans required to be made by the related Alternate Investors of the related ClassLenders, to any Assignment Amount payable by such Alternate Investor Lender pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) 7.1 at the times, in the manner and subject to the conditions precedent set forth in this Credit Agreement. The deposit of monies in such Downgrade Collateral Account by such any Alternate Investor Lender shall not constitute an Investment a Loan or the payment of any Assignment Amount (and such Alternate Investor Lender shall not be entitled to interest on such monies except as provided below in this Section 3.2(b7.2(b)), unless and until (and then only to the extent that) such monies are used to fund Investments Loans or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b7.2(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Managing Agent in Eligible Investments and such Eligible Investments shall be investments selected by such Class Managing Agent in its sole discretiondiscretion and eligible in accordance with the applicable conduit program documents. Such Class Managing Agent shall remit to such Alternate InvestorLender, on the last Business Day of each month, the interest income actually received thereon. Unless required to be released as provided below in this subsection, Collections payments or deposits received by such Class Managing Agent in respect of such Alternate InvestorLender’s portion of the related Class Net Investment Loans shall be deposited in the Downgrade Collateral Account for such Alternate InvestorLender. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor Lender (or the stated amount of the letter of credit delivered by such Alternate Investor Lender pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Date following the Termination Maturity Date to the extent that, after giving effect to the distributions made and received by the related Investors Lenders on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Lender’s Alternate Lender Pro Rata Share (determined as of the day prior to the Termination Maturity Date) of the sum of the related Class Net Investment all Portions of Loans then funded by the related Conduit InvestorLender, plus the related Interest Component, plus such Alternate Lender’s Pro Rata Share of the Letter of Credit Liability. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor Lender no later than the Business Day immediately following the earliest of of: (i) the effective date of any replacement of such Alternate Investor Lender or removal of such Alternate Investor Lender as a party to this Credit Agreement, ; (ii) the date on which such Alternate Investor Lender shall furnish the related Class Managing Agent with confirmation that such Alternate Investor Lender shall have short-short term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’xMxxxx’x, respectively, without negative credit implications, ; and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b))Stated Maturity Date. Nothing in this Section 3.2 7.2 shall affect or diminish in any way any such downgraded Alternate InvestorLender’s Commitment to the SPV Borrower or the its related Conduit Investor Lender or such downgraded Alternate InvestorLender’s other obligations and liabilities hereunder and under the other Transaction Loan Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor Liquidity Bank shall be required pursuant to Section 3.2(a2.9(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account Accounts in each Currency applicable to such Liquidity Bank to the related Alternate Investor Percentage payment of the related Class such Liquidity Bank’s Pro Rata Share of Investments Advances required to be made by the Alternate Investors of the related Class, to any Assignment Amount payable by Liquidity Banks in such Alternate Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) Currency at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate Investor any Liquidity Bank shall not constitute an Investment or the payment of any Assignment Amount Advance (and such Alternate Investor Liquidity Bank shall not be entitled to interest on such monies except as provided below in this Section 3.2(b2.9(b), ) unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) Advances pursuant to the first sentence of this Section 3.2(b2.9(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments in the applicable Currency and such Eligible Investments shall be selected by such Class the Agent in its sole discretion. Such Class The Agent shall remit to such Alternate InvestorLiquidity Bank, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsectionSection 2.9(b), Collections repayments of the Advances in each Currency received by such Class the Agent in respect of such Alternate InvestorLiquidity Bank’s portion of the related Class Net Investment Advances in such Currency shall be deposited in the Downgrade Collateral Account in such Currency for such Alternate InvestorLiquidity Bank. Amounts in each Currency on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection (a) above may be reduced) Liquidity Bank within one (1) Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors Liquidity Banks on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class such Liquidity Bank’s Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net Investment all Advances then funded by the related Conduit InvestorLiquidity Banks in such Currency, plus the related Interest Componentthereon in such Currency. All amounts in each Currency remaining in such Downgrade Collateral Account shall be released to such Alternate Investor Liquidity Bank no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor Liquidity Bank or removal of such Alternate Investor Liquidity Bank as a party to this Agreement, (ii) the date on which such Alternate Investor Liquidity Bank shall furnish the related Class Agent with confirmation that such Alternate Investor Liquidity Bank shall have short-term debt ratings of at least “A-2” or “P-2A-1” from S&P and “P-1” from Xxxxx’x, respectively, without and shall not be on credit watch with negative credit implicationsimplications from each such agency, and (iii) the Commitment Termination Date (or or, if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 2.10 to which such Alternate Investor Liquidity Bank does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)). Nothing in this Section 3.2 2.9 shall affect or diminish in any way any such downgraded Alternate InvestorLiquidity Bank’s Commitment to the SPV or the related Conduit Investor Borrower or such downgraded Alternate InvestorLiquidity Bank’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor Lender in any Lender Group shall be required pursuant to Section 3.2(asubsection (a) to fund a Downgrade Draw, then the related Class Managing Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such Alternate Investor Percentage Lender’s share of the related Class Pro Rata Share of Investments Loans required to be made by the related Alternate Investors of the related ClassLenders, to any Assignment Amount payable by such Alternate Investor Lender pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) 7.1 at the times, in the manner and subject to the conditions precedent set forth in this Credit Agreement. The deposit of monies in such Downgrade Collateral Account by such any Alternate Investor Lender shall not constitute an Investment a Loan or the payment of any Assignment Amount (and such Alternate Investor Lender shall not be entitled to interest on such monies except as provided below in this Section 3.2(b7.2(b)), unless and until (and then only to the extent that) such monies are used to fund Investments Loans or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b7.2(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Managing Agent in Eligible Investments and such Eligible Investments shall be investments selected by such Class Managing Agent in its sole discretiondiscretion and eligible in accordance with the applicable conduit program documents. Such Class Managing Agent shall remit to such Alternate InvestorLender, on the last Business Day of each month, the interest income actually received thereon. Unless required to be released as provided below in this subsection, Collections payments or deposits received by such Class Managing Agent in respect of such Alternate InvestorLender’s portion of the related Class Net Investment Loans shall be deposited in the Downgrade Collateral Account for such Alternate InvestorLender. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor Lender (or the stated amount of the letter of credit delivered by such Alternate Investor Lender pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Date following the Termination Maturity Date to the extent that, after giving effect to the distributions made and received by the related Investors Lenders on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Lender’s Alternate Lender Pro Rata Share (determined as of the day prior to the Termination Maturity Date) of the sum of the related Class Net Investment all Portions of Loans then funded by the related Conduit InvestorLender, plus the related Interest Component, plus such Alternate Lender’s Pro Rata Share of the Letter of Credit Liability. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor Lender no later than the Business Day immediately following the earliest of of: (i) the effective date of any replacement of such Alternate Investor Lender or removal of such Alternate Investor Lender as a party to this Credit Agreement, ; (ii) the date on which such Alternate Investor Lender shall furnish the related Class Managing Agent with confirmation that such Alternate Investor Lender shall have short-short term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, ; and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b))Stated Maturity Date. Nothing in this Section 3.2 7.2 shall affect or diminish in any way any such downgraded Alternate InvestorLender’s Commitment to the SPV Borrower or the its related Conduit Investor Lender or such downgraded Alternate InvestorLender’s other obligations and liabilities hereunder and under the other Transaction Loan Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Investor shall be required pursuant to Section 3.2(a2.13(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related such Alternate Investor Percentage of the related Class Investor’s applicable Pro Rata Share of Investments Incremental Fundings required to be made by the Alternate Investors of the related ClassInvestors, to any Assignment Amount Purchase Price payable by such Alternate Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) 2.09 at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such any Alternate Investor shall not constitute an Investment Incremental Funding or the payment of any Assignment Amount Purchase Price (and such Alternate Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b2.13(b), unless and until (and then only to the extent that) such monies are used to fund Investments an Incremental Funding, as the case may be, or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) Purchase Price pursuant to the first sentence of this Section 3.2(b2.13(b). The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Permitted Investments and such Eligible Permitted Investments shall be selected by such Class the Agent in its sole discretion. Such Class The Agent shall remit to such Alternate Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections proceeds received by such Class the Agent in respect of such Alternate Investor’s portion of the related Class Net Investment any Invested Amount shall be deposited in the Downgrade Collateral Account for such Alternate Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Payment Date following the Commitment Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Payment Date, the amount on deposit in such Downgrade Collateral Account would exceed the related such Alternate Investor Percentage of the related Class Investor’s applicable Pro Rata Share (determined as of the day prior to the Commitment Termination Date) of the sum of the related Class Net Investment any Invested Amounts then funded by the related applicable Conduit Investor, plus Investor multiplied by 1.02 (rounded up to the related Interest Componentnearest $1,000). All amounts remaining in such Downgrade Collateral Account or funded by a letter of credit shall be released to such Alternate Investor no later than the Business Day immediately following the earliest of (i) the effective date Closing Date of any replacement of such Alternate Investor or removal of such Alternate Investor as a party to this Agreement, (ii) the date on which such Alternate Investor shall furnish the related Class Agent with confirmation that such Alternate Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Xxxxx’x, respectively, without negative credit implications, that satisfy the Alternate Investor Rating Criteria and (iii) the Commitment Termination Date (or if earliersubject to Section 2.14, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b))Date. Nothing in this Section 3.2 2.13 shall affect or diminish in any way any such downgraded Alternate Investor’s Commitment to the SPV Seller or the related applicable Conduit Investor or such downgraded Alternate Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Application of Funds in Downgrade Collateral Account. If any Alternate Bank Investor shall be required pursuant to Section 3.2(a2.14(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage of the related Class such Bank Investor’s Pro Rata Share of Investments Loans required to be made by the Alternate Investors of the related ClassBank Investors, to any Assignment Amount payable by such Alternate Bank Investor pursuant to Section 3.1 2.13 and to any purchase price payable by such Alternate Bank Investor pursuant to Section 3.3(b2.15(b) at the times, in the manner and subject to the conditions precedent set forth in this Loan Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate any Bank Investor shall not constitute an Investment a Loan or the payment of any Assignment Amount (and such Alternate Bank Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b)2.14, unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b2.15(b) pursuant to the first sentence of this Section 3.2(b)2.14. The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments and such Eligible Investments shall be selected by such Class the Agent in its sole discretion. Such Class The Agent shall remit to such Alternate Bank Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Available Collections received by such Class the Agent in respect of such Alternate Bank Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Bank Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Bank Investor (or the stated amount of the letter of credit delivered by such Alternate Bank Investor pursuant to subsection (a) above may be reduced) within one (1) Business Day after each Settlement Remittance Date following the Facility Termination Date to the extent that, after giving effect to the distributions made and received by the related Lender or Bank Investors on such Settlement Remittance Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class such Bank Investor’s Pro Rata Share (determined as of the day prior to the Facility Termination Date) of the sum of the related Class Net Investment all Tranches then funded by the related Conduit InvestorLender, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Bank Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Bank Investor or removal of such Alternate Bank Investor as a party to this Loan Agreement, (ii) the date on which such Alternate Bank Investor shall furnish the related Class Agent with confirmation that such Alternate Bank Investor shall have short-term debt ratings of at least “A-2A-1” or “P-2P-1” from S&P and Xxxxx’x, respectively, without negative credit implications, and (iii) the Commitment Scheduled Termination Date (or if earlier, the Commitment Scheduled Termination Date in effect prior to any renewal pursuant to Section 3.3 2.15 to which such Alternate Bank Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b2.15(b)). Nothing in this Section 3.2 2.14 shall affect or diminish in any way any such downgraded Alternate Bank Investor’s Commitment to the SPV Borrower or the related Conduit Investor Lender or such downgraded Alternate Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Operative Documents.