Common use of Depositary Downgrade and Option to Replace Clause in Contracts

Depositary Downgrade and Option to Replace. If (1) the Depositary’s Long-Term Rating issued by a Rating Agency is downgraded below the Depositary Threshold Rating unless American shall have received a written confirmation from each Rating Agency to the effect that such downgrade of the Depositary will not result in a downgrade, withdrawal, suspension or reduction of the rating of each Class of Certificates rated by such Rating Agency below the then current rating for such Certificates or (2) the Company, in its sole discretion, gives written notice to the Depositary of the Company’s election that the Depositary be replaced, the Company shall, within 30 days after such event occurring, cause the Depositary to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).