Condition to Effectiveness of Fee Letter Amendment. The Fee Letter Amendment shall become effective as of the date hereof only upon receipt by the Administrative Agent of written confirmation (the “Rating Affirmation”) from Xxxxx’x that its A2 rating of the Series 2006-1 Notes shall not be reduced or withdrawn as a result of the amendments contemplated by the Fee Letter Amendment; provided that, for the avoidance of doubt, if the Rating Affirmation is not received on the date hereof, the excess of any and all interest and fees that would accrue from and including the date hereof under the Series Supplement taking into account the Fee Letter Amendment over the interest and fees accruing from and including the date hereof under the Series Supplement absent the Fee Letter Amendment, shall in fact accrue from the date hereof through and including the date of receipt of the Rating Affirmation but shall become due and payable (i) only if the Rating Affirmation is received and (ii) on the first Payment Date immediately following the third Business Day after such date of receipt of the Rating Affirmation.
