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

Depositary Downgrade and Option to Replace. In the case of either (i) with respect to (v) the Class AA Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below AA- or, if the Depositary is a national bank holding the Deposits for the Class AA Certificates in fiduciary accounts pursuant to its trust powers, below A-, or (w) the Class A Certificates, if the Depositary’s Long Term Rating is downgraded by Standard & Poor’s below A, or (x) the Class B Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below BBB- or (y) the Class AA Certificates, the Class A Certificates and the Class B Certificates, if the Depositary is downgraded by Fitch such that, following such downgrade by Fitch, the Depositary does not have either a Long-Term Rating of at least BBB issued by Fitch or a Short-Term Rating of at least F-2 issued by Fitch or (z) the Class C Certificates, if the Depositary is downgraded by Fitch such that, following such downgrade by Fitch, the Depositary does not have either a Long-Term Rating of at least BBB- issued by Fitch or a Short-Term Rating of at least F-3 issued by Fitch (each such minimum Long-Term Rating or Short-Term Rating for each Class of Certificates, a “Depositary Threshold Rating” for the applicable Rating Agency for such Class of Certificates), and the Company shall not have received a Rating Agency Confirmation from the applicable Rating Agency with respect to any Class of Certificates related to the Depositary downgraded by such Rating Agency, or (ii) the Company, in its sole discretion, gives written notice to the Depositary of any Class of Certificates of the Company’s election that the Depositary for such Class of Certificates be replaced, then, the Company shall, within 35 days after such event occurring, cause the Depositary for such Class of Certificates to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).

Depositary Downgrade and Option to Replace. In the case of either (i) with respect to (vw) the Class AA Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below AA- or, if the Depositary is a national bank holding the Deposits for the Class AA Certificates in fiduciary accounts pursuant to its trust powers, below A-, or (wx) the Class A Certificates, if the Depositary’s Long Term Rating is downgraded by Standard & Poor’s below AA or, if the Depositary is a national bank holding the Deposits for the Class A Certificates in fiduciary accounts pursuant to its trust powers, below A-, or (xy) the Class B Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below BBB- or (yz) the any Class AA Certificates, the Class A Certificates and the Class B of Certificates, if the Depositary is downgraded by Fitch Moody’s such that, following such downgrade by FitchMoody’s, the Depositary does not have either a Long-Term Rating of at least BBB issued by Fitch or a Short-Term Rating of at least F-2 P-1 issued by Fitch or (z) the Class C Certificates, if the Depositary is downgraded by Fitch such that, following such downgrade by Fitch, the Depositary does not have either a Long-Term Rating of at least BBB- issued by Fitch or a Short-Term Rating of at least F-3 issued by Fitch Moody’s (each such minimum Long-Term Rating or Short-Term Rating for each Class of Certificates, a “Depositary Threshold Rating” for the applicable Rating Agency for such Class of Certificates), and the Company shall not have received a Rating Agency Confirmation from the applicable Rating Agency with respect to any Class of Certificates related to the Depositary downgraded by such Rating Agency, or (ii) the Company, in its sole discretion, gives written notice to the Depositary of any Class of Certificates of the Company’s election that the Depositary for such Class of Certificates be replaced, then, the Company shall, within 35 days after such event occurring, cause the Depositary for such Class of Certificates to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).

Depositary Downgrade and Option to Replace. In the case of either (i) with respect to (vx) in the case of Class AA A Certificates or Class B Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below AA- or, if the Depositary is downgraded by S&P such that, following such downgrade by S&P, the Depositary does not have a national bank holding Long-Term Rating of at least A- issued by S&P, (y) in the Deposits for case of Class A Certificates or Class B Certificates, if the Class AA Certificates in fiduciary accounts pursuant to its trust powersDepositary is downgraded by Xxxxx’x such that, below A-following such downgrade by Xxxxx’x, the Depositary does not have a Short-Term Rating of at least P-1 issued by Xxxxx’x or (wz) (A) in the case of Class A Certificates, if the Depositary’s Long Term Rating Depositary is downgraded by Standard & Poor’s below AFitch such that, or (x) following such downgrade by Fitch, the Class B Certificates, if the Depositary’s Depositary does not have a Long-Term Rating is downgraded of at least BBB issued by Standard & Poor’s below BBB- Fitch or a Short-Term Rating of at least F2 issued by Fitch or (yB) in the Class AA Certificates, the Class A Certificates and the case of Class B Certificates, if the Depositary is downgraded by Fitch such that, following such downgrade by Fitch, the Depositary does not have either a Long-Term Rating of at least BBB issued by Fitch or a Short-Term Rating of at least F-2 issued by Fitch or (z) the Class C Certificates, if the Depositary is downgraded by Fitch such that, following such downgrade by Fitch, the Depositary does not have either a Long-Term Rating of at least BBB- issued by Fitch or a Short-Term Rating of at least F-3 F3 issued by Fitch (each such minimum Long-Term Rating or Short-Term Rating for each Class of Certificates, a “Depositary Threshold Rating” for the applicable Rating Agency for such Class of Certificates), and the Company shall not have received a Rating Agency Confirmation from the applicable Rating Agency with respect to any Class of Certificates related to the Depositary downgraded by such Rating Agency, or (ii) the Company, in its sole discretion, gives written notice to the Depositary of any Class of Certificates of the Company’s election that the Depositary for such Class of Certificates be replaced, then, the Company shall, within 35 days after such event occurring, cause the Depositary for such Class of Certificates to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).

Depositary Downgrade and Option to Replace. In the case of either (i) with respect to (vw) the Class AA Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below AA- or, if the Depositary is a national bank holding the Deposits for the Class AA Certificates in fiduciary accounts pursuant to its trust powers, below A-, or (wx) the Class A Certificates, if the Depositary’s Long Term Rating is downgraded by Standard & Poor’s below AA or, if the Depositary is a national bank holding the Deposits for the Class A Certificates in fiduciary accounts pursuant to its trust powers, below A-, or (xy) the Class B Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below BBB- or (yz) the any Class AA Certificates, the Class A Certificates and the Class B of Certificates, if the Depositary is downgraded by Fitch Xxxxx’x such that, following such downgrade by FitchXxxxx’x, the Depositary does not have either a Long-Term Rating of at least BBB issued by Fitch or a Short-Term Rating of at least F-2 P-1 issued by Fitch or (z) the Class C Certificates, if the Depositary is downgraded by Fitch such that, following such downgrade by Fitch, the Depositary does not have either a Long-Term Rating of at least BBB- issued by Fitch or a Short-Term Rating of at least F-3 issued by Fitch Xxxxx’x (each such minimum Long-Term Rating or Short-Term Rating for each Class of Certificates, a “Depositary Threshold Rating” for the applicable Rating Agency for such Class of Certificates), and the Company shall not have received a Rating Agency Confirmation from the applicable Rating Agency with respect to any Class of Certificates related to the Depositary downgraded by such Rating Agency, or (ii) the Company, in its sole discretion, gives written notice to the Depositary of any Class of Certificates of the Company’s election that the Depositary for such Class of Certificates be replaced, then, the Company shall, within 35 days after such event occurring, cause the Depositary for such Class of Certificates to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).

Depositary Downgrade and Option to Replace. In the case of either (i) with respect to (vw) the Class AA Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below AA- or, if the Depositary is a national bank holding the Deposits for the Class AA Certificates in fiduciary accounts pursuant to its trust powers, below A-, or (wx) the Class A Certificates, if the Depositary’s Long Term Rating is downgraded by Standard & Poor’s below A, or (xy) the Class B Certificates, if the Depositary’s Long-Term Rating is downgraded by Standard & Poor’s below BBB- or (yz) the any Class AA Certificates, the Class A Certificates and the Class B of Certificates, if the Depositary is downgraded by Fitch such that, following such downgrade by Fitch, the Depositary does not have either a Long-Term Rating of at least BBB issued by Fitch or a Short-Term Rating of at least F-2 issued by Fitch or (z) the Class C Certificates, if the Depositary is downgraded by Fitch such that, following such downgrade by Fitch, the Depositary does not have either a Long-Term Rating of at least BBB- issued by Fitch or a Short-Term Rating of at least F-3 issued by Fitch (each such minimum Long-Term Rating or Short-Term Rating for each Class of Certificates, a “Depositary Threshold Rating” for the applicable Rating Agency for such Class of Certificates), and the Company shall not have received a Rating Agency Confirmation from the applicable Rating Agency with respect to any Class of Certificates related to the Depositary downgraded by such Rating Agency, or (ii) the Company, in its sole discretion, gives written notice to the Depositary of any Class of Certificates of the Company’s election that the Depositary for such Class of Certificates be replaced, then, the Company shall, within 35 days after such event occurring, cause the Depositary for such Class of Certificates to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).