Common use of Downgrade Drawings Clause in Contracts

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. If at any time the short-term unsecured debt rating of any Liquidity Provider issued by either Rating Agency (or, if such Liquidity Provider does not have a short-term unsecured debt rating issued by a given Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold Rating, within 10 days after such Liquidity Provider receives notice of such downgrading (or within 30 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) (but not later than the expiration date of the Liquidity Facility issued by the downgraded Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider or Delta may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) day (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f). Subject to Section 3.06(e)(iii), the Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent Agent, the Policy Provider, and Delta. If at any time the short-term unsecured debt rating of any Liquidity Provider issued by either Rating Agency Moody's or the short-term corporate credit rating of such Liquidixx Xxxxider issued by S&P (or, or if such Liquidity Provider does not have a short-term unsecured debt rating or short-term corporate credit rating, as applicable, issued by a given Rating AgencyMoody's or S&P, the long-term unsecured debt rating or long-term xxxxxxxte credit rating of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold Rating, within 10 days after such Liquidity Provider receives notice of such downgrading (or within 30 45 days after its receipt of such notice downgrading solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt corporate credit rating by S&P from A-1+ to A-1) (but not later than the expiration date of the Liquidity Facility issued by the such downgraded Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider or Delta may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th45th) day (or if such 10th (or 30th45th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f). Subject to Section 3.06(e)(iii), the Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. If at any time (i) in the case of any ------------------ Liquidity Facility (other than as provided in clause (ii) below) the short-term unsecured debt rating of any the Liquidity Provider thereof issued by either Rating Agency is lower than the applicable Threshold Rating or (orii) in the case of any Liquidity Facility for which MSCS is the Liquidity Provider, if such Liquidity Provider does not have a the short-term unsecured debt rating of the Guarantor issued by a given either Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency) Agency is lower than the applicable Threshold RatingRating or the related Guarantee Agreement ceases to be in full force and effect, becomes invalid or unenforceable or the Guarantor denies its liability thereunder (any such occurrence, a "Guarantee Event"), within 10 days after such Liquidity Provider receives receiving notice of such downgrading (or within 30 days after its receipt of such notice solely in Guarantee Event, as the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) case may be (but not later than the expiration date of the Liquidity Facility issued by the downgraded relevant Liquidity Provider (the "Downgraded ---------- Facility")), such Liquidity Provider or Delta Midway may arrange for a Replacement Liquidity Provider to issue -------- and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) 10/th/ day (or if such 10th (or 30th) 10/th/ day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. ----------------- Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f)3.6(f) hereof. Subject to Section 3.06(e)(iii), the The Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Liquidity Provider, provided that any such replacement shall be made subject to the terms of the proviso to the final paragraph of Section 3(e).

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings or of the debt ratings of any Liquidity Guarantor to the Subordination Agent and DeltaAmerican. If at any time (i) if there is no Liquidity Guarantor, the short-term unsecured debt rating of any Liquidity Provider issued by either Rating Agency (or, if such Liquidity Provider does not have a short-term unsecured debt rating issued by a given Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold RatingRating or (ii) if there is a Liquidity Guarantor, the short-term unsecured debt rating of the Liquidity Guarantor issued by either Rating Agency is lower than the applicable Threshold Rating or a Liquidity Guarantee Event for such Liquidity Facility has occurred and is continuing, within 10 days after such Liquidity Provider receives notice the date of such downgrading or Liquidity Guarantee Event (or within 30 45 days after its receipt the date of such notice downgrading solely in the event of a downgrading of such Liquidity Provider's (or, if applicable, the Liquidity Guarantor's) short-term unsecured debt rating by S&P from A-1+ to A-1) (but not later than the expiration date of the Liquidity Facility issued by the downgraded Liquidity Provider (or guaranteed by the downgraded Liquidity Guarantor or affected by a Liquidity Guarantee Event) (the "Downgraded Facility")), such Liquidity Provider or Delta American may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent, subject to the Ratings Confirmation. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th45th) day (or if such 10th (or 30th45th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f). Subject to Section 3.06(e)(iii), the Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Liquidity Provider.

Downgrade Drawings. (i) The Primary Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent Agent, the Policy Provider, and Delta. If at any time the short-term unsecured debt rating of any the Primary Liquidity Provider issued by either Rating Agency Xxxxx'x or the short-term issuer credit rating of the Primary Liquidity Provider issued by S&P (or, or if such the Primary Liquidity Provider does not have a short-term unsecured debt rating or short-term issuer credit rating, as applicable, issued by a given Rating AgencyXxxxx'x or S&P, the long-term unsecured debt rating or long-term issuer credit rating of such the Primary Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold Rating, within 10 days after such Liquidity Provider receives notice of such downgrading (or within 30 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) (but not later than the expiration date of the Primary Liquidity Facility issued by the such downgraded Primary Liquidity Provider (the "Downgraded FacilityDOWNGRADED FACILITY")), such the Primary Liquidity Provider or Delta may arrange for a Replacement Primary Liquidity Provider to issue and deliver a Replacement Primary Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) day (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade DrawingDOWNGRADE DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f). Subject to Section 3.06(e)(iii), the Primary Liquidity Provider may also arrange for a Replacement Primary Liquidity Provider to issue and deliver a Replacement Primary Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Primary Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. (i) If at any time the short-term unsecured debt rating of any a Primary Liquidity Provider issued by either Rating Agency (or, if in the case of CDC IXIS, the Primary Liquidity Guarantor) then issued by any Rating Agency is lower than the Threshold Rating for the relevant Class (a "Downgrade Event"), such Primary Liquidity Provider does may arrange, or the Subordination Agent (in consultation with Northwest), may arrange for a Replacement Primary Liquidity Provider to issue and deliver a Replacement Primary Liquidity Facility to the Subordination Agent. If such Primary Liquidity Facility is not have replaced with a Replacement Primary Liquidity Facility within ten (10) days (or, in the case of the Primary Liquidity Provider for the Class A Trust only, forty-five (45) days in the event that such Primary Liquidity Provider's (or, in the case of CDC IXIS, the Primary Liquidity Guarantor's) short-term unsecured debt rating issued is downgraded by a given Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency(A) is lower than the applicable Threshold Rating, within 10 days after such Liquidity Provider receives notice of such downgrading (or within 30 days after its receipt of such notice solely in the event of a downgrading of such Liquidity ProviderStandard & Poor's short-term unsecured debt rating by S&P from A-1+ to A-1A-1 or (B) Fitch from F1+ to F1) after such Downgrade Event (but not no later than the expiration date of the Primary Liquidity Facility issued by the downgraded Primary Liquidity Provider (the "Downgraded Facility") in respect of which the Downgrade Event occurs)), such Liquidity Provider or Delta may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such the 10th (day or 30th) day 45th day, as the case may be (or if such 10th (day or 30th) 45th day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts the then Maximum Available Commitment thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f)3.6(f) hereof. Subject to Section 3.06(e)(iii), the The applicable Primary Liquidity Provider may also arrange for a Replacement Primary Liquidity Provider to issue and deliver a Replacement Primary Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the such Primary Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and DeltaAmerican. If at any time the short-term unsecured debt rating of any Liquidity Provider issued by either Rating Agency (or, if such Liquidity Provider does not have a short-term unsecured debt rating issued by a given Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold Rating, within 10 days after such Liquidity Provider receives notice of such downgrading (or within 30 45 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) (but not later than the expiration date of the Liquidity Facility issued by the downgraded Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider or Delta American may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th45th) day (or if such 10th (or 30th45th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f). Subject to Section 3.06(e)(iii), the Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. If at any time (i) the short-term unsecured debt rating of any Liquidity Provider other than AIG-MF issued by either the Rating Agency (oror Standard & Poor's is lower than the applicable Threshold Rating or in the case of AIG-MF, if such Liquidity Provider does not have a the short-term unsecured debt rating of AIG-MF issued by a given the Rating AgencyAgency is lower than the applicable Threshold Rating or (ii) so long as AIG-MF is the Liquidity Provider, the longshort-term unsecured debt rating of such Liquidity Provider AIG issued by such Rating Agency) Standard & Poor's is lower than the applicable Threshold RatingRating or the related Guarantee Agreement ceases to be in full force and effect, becomes invalid or unenforceable or AIG denies its liability thereunder (any such occurrence described in clause (ii), a "Guarantee Event"), within 10 days after such Liquidity Provider receives notice of such downgrading (or within 30 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) Guarantee Event (but not no later than the expiration date of the Liquidity Facility issued by the downgraded relevant Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider may arrange, or Delta the Subordination Agent (in consultation with ATA), may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) day (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f)3.6(f) hereof. Subject to Section 3.06(e)(iii), the The applicable Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the such Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. If at any time (i) the short-term unsecured debt rating of any Liquidity Provider (or the Guarantor, with respect to any Liquidity Facility, if MSCS is the Liquidity Provider thereunder), issued by either Rating Agency (or, if such Liquidity Provider does not have a short-term unsecured debt rating issued by a given Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold RatingRating or (ii) any Guarantee Agreement, if applicable, related to any Liquidity Facility ceases to be in full force and effect or becomes invalid or unenforceable, or the Guarantor denies its liability thereunder (any such occurrence, a "Guarantee Event"), within 10 days after such Liquidity Provider receives receiving notice of such downgrading (or within 30 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) Guarantee Event (but not later than the expiration date of the Liquidity Facility issued by the downgraded Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider or Delta America West may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) day (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f)3.6(f) hereof. Subject to Section 3.06(e)(iii), the The applicable Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the such Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. If at any time (i) in the case of any Liquidity Facility (other than as provided in clause (ii) below) the short-term unsecured debt rating of any the Liquidity Provider thereof issued by either any Rating Agency is lower than the applicable Threshold Rating or (orii) (with respect to any MSCS Liquidity Facility, if such so long as MSCS is the Liquidity Provider does not have a thereunder) the short-term unsecured debt rating of the Guarantor issued by a given any Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency) Agency is lower than the applicable Threshold RatingRating or the related Guarantee Agreement ceases to be in full force and effect, becomes invalid or unenforceable or the Guarantor denies its liability thereunder (any such occurrence, a "Guarantee Event"), within 10 days after such Liquidity Provider receives receiving notice of such downgrading (or within 30 days after its receipt of such notice solely in Guarantee Event, as the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) case may be (but not later than the expiration date of the Liquidity Facility issued by the downgraded relevant Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider or Delta Atlas may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) day (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f)3.6(f) hereof. Subject to Section 3.06(e)(iii), the The Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and DeltaAmerican. If at any time the short-term unsecured debt rating of any Liquidity Provider issued by either Rating Agency (or, if such Liquidity Provider does not have a short-term unsecured debt rating issued by a given Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold Rating, within 10 30 days after such Liquidity Provider receives notice of such downgrading (or within 30 45 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) (but not later than the expiration date of the Liquidity Facility issued by the downgraded Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider or Delta American may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th 30th (or 30th45th) day (or if such 10th 30th (or 30th45th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f). Subject to Section 3.06(e)(iii), the Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Liquidity Provider.

Downgrade Drawings. The Each Liquidity Provider will shall promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. If at of any time downgrading below the applicable Threshold Rating of the short-term unsecured debt rating or short-term issuer credit rating of such Liquidity Provider or of any Liquidity Guarantor issued by any Rating Agency (or, if such Liquidity Provider or Liquidity Guarantor does not have a short-term unsecured debt rating or short-term issuer credit rating from either Rating Agency, the long-term unsecured debt rating or long-term issuer credit rating of such Liquidity Provider or Liquidity Guarantor from such Rating Agency). If at any time (i) if there is no Liquidity Guarantor, the short-term issuer credit rating (with respect to S&P) or short-term unsecured debt rating (with respect to Xxxxx'x) of any Liquidity Provider issued by either Rating Agency (or, if such Liquidity Provider does not have such a short-term unsecured debt rating issued by a given Rating Agency, the long-term issuer credit rating (with respect to S&P) or long-term unsecured debt rating (with respect to Xxxxx'x) of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold RatingRating or (ii) if there is a Liquidity Guarantor, within 10 days after such Liquidity Provider receives notice of such downgrading the short-term issuer credit rating (with respect to S&P) or within 30 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating (with respect to Xxxxx'x) of the Liquidity Guarantor issued by S&P from A-1+ either Rating Agency is lower than the applicable Threshold Rating or a Liquidity Guarantee Event has occurred with respect to A-1) such Liquidity Facility and is continuing, within 10 days after the date of such downgrading or Liquidity Guarantee Event (but not later than the expiration date of the Liquidity Facility issued by the downgraded Liquidity Provider (or guaranteed by the downgraded Liquidity Guarantor or affected by a Liquidity Guarantee Event) (the "Downgraded Facility")), such Liquidity Provider or Delta American (in both cases at American's expense) may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent, subject to the Ratings Confirmation. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) day (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f). Subject to Section 3.06(e)(iii), the applicable Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the such Liquidity Provider.

Downgrade Drawings. The Each Liquidity Provider will shall promptly, but in any event within ten days of its receipt of notice thereof, deliver notice to the Trustee of any downgrading below the applicable Threshold Rating of its debt ratings to the Subordination Agent and Delta. If at any time the short-term unsecured debt rating or short-term issuer credit rating of such Liquidity Provider or of any Liquidity Guarantor for the applicable Liquidity Facility issued by any Rating Agency (or if such Liquidity Provider or Liquidity Guarantor does not have a short-term unsecured debt rating or short-term issuer credit rating from any Rating Agency, the long-term unsecured debt rating or long-term issuer credit rating of such Liquidity Provider or Liquidity Guarantor from such Rating Agency). If at any time (i) if there is no Liquidity Guarantor, the short-term issuer credit rating (with respect to Fitch or Standard & Poor's) or short-term unsecured debt rating (with respect to Xxxxx'x) of any Liquidity Provider issued by either Rating Agency (or, if such Liquidity Provider does not have such a short-term unsecured debt rating issued by a given Rating Agency, the long-term issuer credit rating (with respect to Fitch or Standard & Poor's) or long-term unsecured debt rating (with respect to Xxxxx'x) of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold RatingRating or (ii) if there is a Liquidity Guarantor for any Liquidity Facility, within 10 days after such Liquidity Provider receives notice of such downgrading the short-term issuer credit rating (with respect to Fitch or within 30 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's Standard & Poor's) or short-term unsecured debt rating (with respect to Xxxxx'x) of such Liquidity Guarantor issued by S&P from A-1+ a given Rating Agency is lower than the applicable Threshold Rating or a Liquidity Guarantee Event has occurred with respect to A-1) such Liquidity Facility and is continuing, within 10 days after the date of such downgrading or Liquidity Guarantee Event (but not later than the expiration date of the Liquidity Facility issued by the downgraded Liquidity Provider (or guaranteed by the downgraded Liquidity Guarantor or affected by a Liquidity Guarantee Event) (the "Downgraded Facility")), such Liquidity Provider or Delta the Company (in both cases at the Company's expense) may arrange arrange, subject to Section 3.6(e) hereof, for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination AgentTrustee, subject to the Ratings Confirmation. If a Downgraded Facility has not been Indenture replaced in accordance with the terms of this paragraph, the Subordination Agent Trustee shall, on such 10th (or 30th) day (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f)3.6(f) hereof. Subject to Section 3.06(e)(iii)3.6(e) hereof, the applicable Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the such Liquidity Provider.

Downgrade Drawings. The Liquidity Provider will promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. If at any time (i) the short-term unsecured debt rating of any the Class A Liquidity Provider (with respect to the Class A Liquidity Facility) or the Guarantor (with respect to the MSCS Liquidity Facilities) issued by either any Rating Agency (or, if such Liquidity Provider does not have a short-term unsecured debt rating issued by a given Rating Agency, the long-term unsecured debt rating of such Liquidity Provider issued by such Rating Agency) is lower than the applicable Threshold RatingRating or (ii) (with respect to any MSCS Liquidity Facility) the related Guarantee Agreement ceases to be in full force and effect, becomes invalid or unenforceable or the Guarantor denies its liability thereunder (any such occurrence, a "Guarantee Event"), within 10 days (in the case of the Class A Liquidity Facility) or 3 days (in the case of the MSCS Liquidity Facilities) after such Liquidity Provider receives receiving notice of such downgrading (or within 30 days after its receipt of such notice solely in Guarantee Event, as the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating by S&P from A-1+ to A-1) case may be (but not later than the expiration date of the Liquidity Facility issued by the downgraded relevant Liquidity Provider (the "Downgraded Facility")), such Liquidity Provider or Delta Atlas may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) day 3rd day, as the case may be, (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f)3.6(f) hereof. Subject to Section 3.06(e)(iii), the The Liquidity Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the Liquidity Provider.

Downgrade Drawings. The (i) Each Primary Liquidity Provider will shall promptly, but in any event within ten days of its receipt of notice thereof, deliver notice of any downgrading of its debt ratings to the Subordination Agent and Delta. If at American of any time downgrading below the applicable Threshold Rating of the short-term unsecured debt rating or issuer credit rating of such Primary Liquidity Provider or of any Primary Liquidity Provider Guarantor issued by either any Rating Agency (or, if such Primary Liquidity Provider or Primary Liquidity Guarantor does not have a short-term debt rating or issuer credit rating from either Rating Agency, the long-term debt rating or issuer credit rating of such Primary Liquidity Provider or Primary Liquidity Guarantor from such Rating Agency). If at any time (i) if there is no Primary Liquidity Guarantor, the short-term issuer credit rating (with respect to S&P) or short-term unsecured debt rating (with respect to Moody's) of any Primary Liquidity Provider (or, if such Primary Lixxxxxxx Provider does not have such a rating issued by a given Rating Agency, the long- term issuer credit rating (with respect to S&P) or long-term unsecured debt rating (with respect to Moody's) of such Primary Liquidity Provider issued by such Rating AgencyXxxxxx) is lower than the applicable Threshold RatingRating or (ii) if there is a Primary Liquidity Guarantor, within 10 days after such Liquidity Provider receives notice of such downgrading the short-term issuer credit rating (with respect to S&P) or within 30 days after its receipt of such notice solely in the event of a downgrading of such Liquidity Provider's short-term unsecured debt rating (with respect to Moody's) of the Primary Liquidity Guarantor issued by S&P from A-1+ to A-1) either Ratinx Xxxxxy is lower than the applicable Threshold Rating or a Primary Liquidity Guarantee Event for such Primary Liquidity Facility has occurred and is continuing, within 10 days after the date of such downgrading or Primary Liquidity Guarantee Event (but not later than the expiration date of the Primary Liquidity Facility issued by the downgraded Primary Liquidity Provider (or guaranteed by the downgraded Primary Liquidity Guarantor or affected by a Primary Liquidity Guarantee Event) (the "Downgraded Facility")), such Primary Liquidity Provider or Delta American may arrange for a Replacement Primary Liquidity Provider to issue and deliver a Replacement Primary Liquidity Facility to the Subordination Agent, subject to the Ratings Confirmation. If a Downgraded Facility has not been replaced in accordance with the terms of this paragraph, the Subordination Agent shall, on such 10th (or 30th) day (or if such 10th (or 30th) day is not a Business Day, on the next succeeding Business Day) (or, if earlier, on the expiration date of such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a "Downgrade Drawing") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.06(f). Subject to Section 3.06(e)(iii), the applicable Primary Liquidity Provider may also arrange for a Replacement Primary Liquidity Provider to issue and deliver a Replacement Primary Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to the such Primary Liquidity Provider.