Common use of Downgrade of Bank Investor Clause in Contracts

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit to its related Bank Investors as contemplated pursuant to this Section 10.7, the short term debt rating of any Bank Investor shall be “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x or Fitch, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent), such Bank Investor upon request of the applicable Class Agent shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “A-3”, “P-3” or “F-3”, or lower, from Standard & Poor’s, Xxxxx’x or Fitch, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x or Fitch), such Bank Investor upon request of the applicable Class Agent shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above the related Class Conduit shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class a Conduit Investor to its related the Bank Investors in its Related Group as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Administrative Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility applicable Related Group Limit, solely as it relates to new Incremental Transfers by any Class to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.75.7, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” from Standard & Poor’s, Xxxxx’x or Fitch, respectively, " with negative credit implications (and there is no fronting arrangement from S&P or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)Xxxxx'x, respectively, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” " from S&P and “F-2” from Standard & Poor’s, Xxxxx’x and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x S&P or FitchXxxxx'x, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x S&P's or FitchXxxxx'x), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” " from S&P and “F-2” from Standard & Poor’s, Xxxxx’x and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept advance to the assignment Agent an amount equal to its Commitment for deposit by the Agent into an account, in the name of the Agent, which shall be in satisfaction of such Bank Investor’s Pro Rata Share of 's obligations to make Fundings and to accept an assignment from the applicable Net Investment; such assignment shall occur Company in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”5.7(a) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of amount on deposit in such account shall be invested by the Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to have a term of no more than 30 days, at the applicable Bank Investor on a monthly basisAgent's sole discretion. All amounts remaining in such account The Agent shall be released remit to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing income thereon. Nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor Issuer or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documentsdocuments.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit to its related Bank Investors as contemplated pursuant to this Section 10.7, the short short-term debt rating of any a -------------------------- Bank Investor shall be “A-2”, “P-2” A-2 or “F-2” P-2 from Standard & Poor’s, Xxxxx’x 's or FitchXxxxx'x, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 thirty (30) days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short 's short-term debt shall be rated at least “A-2”, “P-2” A-2 and “F-2” P-2 from Standard & Poor’s, Xxxxx’x 's and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). If the short short-term debt rating of a Bank Investor shall be “A-3”, “A-3 or P-3” or “F-3”, or lower, from Standard & Poor’s's or Xxxxx'x, Xxxxx’x or Fitch, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x or Fitch)respectively, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short 's short- term debt shall be rated at least “A-2”, “P-2” A-2 and “F-2” P-2 from Standard & Poor’s, Xxxxx’x 's and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; , and such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to a pro rata portion of the interest component of the all outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investment, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.9(a), the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 thirty (30) days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to the Company and the Agent). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to the Company and the Agent). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept pay to the assignment Agent an amount equal to such Bank Investor's Commitment for deposit by the Agent into an account, in the name of the Agent, which shall be in satisfaction of such Bank Investor’s Pro Rata Share of 's obligations to make Incremental Transfers and to pay its Assignment Amount upon an assignment from the applicable Net Investment; such assignment shall occur Company in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”9.9(a) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of amount on deposit in such account shall be invested by the Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to selected by the applicable Bank Investor on a monthly basisAgent in its sole discretion. All amounts remaining in such account The Agent shall be released remit to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of income thereon. Nothing in the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two three preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or the Company or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class a Conduit Investor to its related the Bank Investors in its Related Group as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2”, “P-2” or “F-2P-2” from Standard & Poor’s or Moody’s, Xxxxx’x or Fitch, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s and Moody’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “A-3”, “P-3” or “F-3P-3”, or lower, from Standard & Poor’s or Moody’s, Xxxxx’x or Fitch, respectively (or such rating shall have been withdrawn by Standard & Poor’s or Moody’s, Xxxxx’x or Fitch), such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s and Moody’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Administrative Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility applicable Related Group Limit, solely as it relates to new Incremental Transfers by any Class to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.77.9, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to the Company, the Agent and the Debtor(which such acceptance shall not be unreasonably withheld)). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to the Company, the Agent and the Debtor (which such acceptance of the Debtor shall not be unreasonably withheld). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept pay to the assignment Agent an amount equal to such Bank Investor's Commitment for deposit by the Agent into an account, in the name of the Agent, which shall be in satisfaction of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such 's obligations to make Advances and to pay its Assignment Amount upon an assignment shall occur in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor7.9. The applicable Class Agent shall amount on deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested by the Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to selected by the applicable Bank Investor on a monthly basisAgent in its sole discretion. All amounts remaining in such account The Agent shall be released remit to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing income thereon. Nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment 's commitment to the Transferor Issuer or the Company or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.. 77

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.75.7, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” from Standard & Poor’s, Xxxxx’x or Fitch, respectively, " with negative credit implications (and there is no fronting arrangement from S&P or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)Xxxxx'x, respectively, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” " from S&P and “F-2” from Standard & Poor’s, Xxxxx’x and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x S&P or FitchXxxxx'x, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x S&P's or FitchXxxxx'x), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” " from S&P and “F-2” from Standard & Poor’s, Xxxxx’x and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept advance to the assignment Agent an amount equal to its Commitment for deposit by the Agent into an account, in the name of the Agent, which shall be in satisfaction of such Bank Investor’s Pro Rata Share of 's obligations to make Fundings and to accept an assignment from the applicable Net Investment; such assignment shall occur Company in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”5.7(a) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of amount on deposit in such account shall be invested by the Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to have a term of no more than 30 days, at the applicable Bank Investor on a monthly basisAgent's sole discretion. All amounts remaining in such account The Agent shall be released remit to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing income thereon. Nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded downgaded Bank Investor’s 's Commitment to the Transferor Issuer or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documentsdocuments.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Purchaser to its related the Bank Investors as contemplated pursuant to this Section 10.713.5, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s's or Moodx'x, Xxxxx’x or Fitch, respectivelyxxspectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moodx'x, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit 71 72 implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s's or Moodx'x, Xxxxx’x or Fitch, respectively xxspectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoodx'x), such xuch Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moodx'x, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Purchaser shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share portion of the applicable Net InvestmentPool Balance; such assignment shall occur in accordance with the applicable provisions of this Section 10.713.5(d). Such Bank Investor shall be obligated to pay to the applicable Class Conduit Purchaser, in connection with such assignment, in addition to the Pro Rata Share portion of the applicable Net Investment Aggregate Purchaser's Investment, an amount equal to the interest component of the outstanding Commercial Paper Notes issued to fund the portion of the applicable Net Aggregate Purchaser's Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers Purchases by any Class Conduit the Purchaser, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Agreement Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Purchaser to its related the Bank Investors as contemplated pursuant to this Section 10.7SECTION 13.5, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x ' s or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor sucx Xxxx Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative nxxxxxxx credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard withdraxx xx Xtandard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent shallAgent, within shalx, xxxxin five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative nxxxxxxx credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Purchaser shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share portion of the applicable Net InvestmentPool Balance; such assignment shall occur in accordance with the applicable provisions of this Section 10.7SECTION 13.5(D). Such Bank Investor shall be obligated to pay to the applicable Class Conduit Purchaser, in connection with such assignment, in addition to the Pro Rata Share portion of the applicable Net Investment Aggregate Purchaser's Investment, an amount equal to the interest component of the outstanding Commercial Paper Notes issued to fund the portion of the applicable Net Aggregate Purchaser's Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers Purchases by any Class Conduit the Purchaser, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Agreement Documents.

Downgrade of Bank Investor. If at any time prior to any assignment Assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.7Section, the short term debt rating of any Bank Investor shall be “A-2”, “P-2” A-2 or “F-2” P-2 from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “A-2”, “P-2” A-2 and “F-2” P-2 from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short 46 term debt rating of a Bank Investor shall be “A-3”, “A-3 or P-3” or “F-3”, or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “A-2”, “P-2” A-2 and “F-2” P-2 from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment Assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment Assignment shall occur in accordance with the applicable provisions of this Section 10.7Section. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignmentAssignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment Assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers the acquisition of any Additional Class A Invested Amount by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.. ARTICLE VI

Downgrade of Bank Investor. If at any time prior to any assignment Assignment by any Class Conduit Buyer A to its related the Bank Investors as contemplated pursuant to this Section 10.79.9, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchXxxxx'x, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchXxxxx'x, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchXxxxx'x), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above the related Class Conduit above, Buyer A shall have the right to require such Bank Investor to accept the assignment Assignment of such Bank Investor’s 's Pro Rata Share of the applicable Buyer A's Net Investment; such assignment Assignment shall occur in accordance with the applicable provisions of this Section 10.79.9. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Buyer A, in connection with such assignmentAssignment, in addition to the Pro Rata Share of the applicable Buyer A's Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Buyer A's Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment Assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit Buyer A, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents. The Agent shall give the Transferor prompt written notice of any Assignment to a Bank Investor pursuant to this Section 9.9.

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class a Conduit Investor to its related the Bank Investors in its Related Group as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2”, “P-2” or “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another ​ 132 ​ financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s and FitchXxxxx’x, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “A-3”, “P-3” or “F-3P-3”, or lower, from Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x), such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s and FitchXxxxx’x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Administrative Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility applicable Related Group Limit, solely as it relates to new Incremental Transfers by any Class to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.. ​

Downgrade of Bank Investor. If at any time prior to any assignment Assignment by any a Senior Class Conduit to its the related Bank Investors as contemplated pursuant to this Section 10.7Section, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there or, in the case of a Senior Class of which Falcon is no fronting arrangement a member, less than "A-1" or other arrangement "P-1" from Standard & Poor's or Moody's, respectively) (or, in place the case of a Senior Class of which Windmill is acceptable to the Transferor and the Administrative Agenta member, less than "A-1+" by Standard & Poor's or "P-1" by Moody's), such Bank Investor Investor, upon request of the applicable related Senior Class Agent Agent, shall, at its own expense, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x and Fitch's or Moody's, respectively, (or, in the case of a Class of which Falcon is a member, at least "A-1" or "P-1" from Standard & Poor's or Moody's, respectively)(or, in the case of a Senior Class of which Windmill is a member, at least "A-1+" by Standard & Poor's or "P-1" by Moody's), and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable related Senior Class Agent Agent, shall, within five (5) Business Days of such request, at its own expense, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Senior Class Conduit or the Transferor shall have the right to require such Bank Investor to accept the assignment Assignment of such the Bank Investor’s Pro Rata Share for such Bank Investor of the applicable Net Investmentrelated Senior Class Investor Amount; such assignment Assignment shall occur in accordance with the applicable provisions of this Section 10.7Section. Such Bank Investor shall be obligated to pay to the applicable related Senior Class Conduit Conduit, in connection with such assignmentAssignment, in addition to the Bank Pro Rata Share of the applicable Net Investment related Senior Class Investor Amount, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment related Senior Class Investor Amount being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment Assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate related Senior Class Facility Limit, solely as it relates to new Incremental Transfers the acquisition of any Additional Investor Amount by any the related Senior Class Conduit Conduit, shall be reduced by the amount of the unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents. The related Senior Class Agent shall give the Agent and the Transferor prompt written notice of any Assignment to a Bank Investor pursuant to this Section 5.7.

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class a Conduit Investor to its related the Bank Investors in its Related Group as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2”, “P-2” or “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s and FitchXxxxx’x, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “A-3”, “P-3” or “F-3P-3”, or lower, from Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x), such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s and FitchXxxxx’x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Administrative Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a ​ ​ 129 ​ downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility applicable Related Group Limit, solely as it relates to new Incremental Transfers by any Class to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.. ​

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class a Conduit Investor to its related the Bank Investors in its Related Group as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2”, “P-2” or “F-2P-2” from Standard & Poor’s or Moody’s, Xxxxx’x or Fitch, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s and Moody’s, Xxxxx’x and Fitch, 56 respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “A-3”, “P-3” or “F-3P-3”, or lower, from Standard & Poor’s or Moody’s, Xxxxx’x or Fitch, respectively (or such rating shall have been withdrawn by Standard & Poor’s or Moody’s, Xxxxx’x or Fitch), such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s and Moody’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Administrative Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility applicable Related Group Limit, solely as it relates to new Incremental Transfers by any Class to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit Enterprise to its related the Enterprise Bank Investors, by Atlantic to the Atlantic Bank Investors or by Liberty to the Liberty Bank Investors as contemplated pursuant to this Section 10.7, the short term debt rating of any Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting ix xx xxonting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent), such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable, upon request of the applicable Class Enterprise Agent, Atlantic Agent or Liberty Agent, as applicable, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit xxxxxx implications). If the short term debt rating of an Enterprise Bank Investor, an Atlantic Bank Investor or a Liberty Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard Stxxxxxx & Poor’s, Xxxxx’x 's or FitchMoody's), such Enterprise Bank Investor, Atlantic Bank Investor or Lixxxxx Xank Investor, as applicable, upon request of the applicable Class Enterprise Agent, Atlantic Agent or Liberty Agent, as applicable, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit xxxxxx implications). In either such case, if any such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above the related Class Conduit above, Enterprise, Atlantic or Liberty, as applicable, shall have the right to require such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable, to accept the assignment of such Enterprise Bank Investor’s 's, Atlantic Bank Investor's or Liberty Bank Investor's Pro Rata Share of the applicable Enterprise Net Investment, the Atlantic Net Investment or the Liberty Net Investment, as applicable; such assignment shall occur in accordance with the applicable provisions of this Section 10.7. Such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable shall be obligated to pay to the applicable Class Conduit Enterprise, Atlantic or Liberty, as applicable, in connection with such assignment, in addition to the Pro Rata Share of the applicable Enterprise Net Investment, Atlantic Net Investment or Liberty Net Investment, as applicable, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Enterprise Net Investment, Atlantic Net Investment or Liberty Net Investment, as applicable, being assigned to such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable, as reasonably determined by the applicable Class Enterprise Agent, the Atlantic Agent or the Liberty Agent, as applicable. In addition, such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable, shall pay to the applicable Class Enterprise Agent, the Atlantic Agent or the Liberty Agent, as applicable, the amount (the “"Unused Commitment Amount”Fee") of any unused Commitment of such downgraded Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable. The applicable Class Enterprise Agent, Atlantic Agent or Liberty Agent, as applicable, shall deposit such Unused Commitment Amount in an account of such Class the Enterprise Agent’s 's, Atlantic Agent's or Liberty Agent's, as applicable, name, and shall apply such amounts to fund such Enterprise Bank Investor’s 's, Atlantic Bank Investor's or Liberty Bank Investor's Pro Rata Share of any Incremental Transfer required to be funded by such the Enterprise Bank Investors, Atlantic Bank Investors or Liberty Bank Investors, as applicable, subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable, on a monthly basis. All amounts remaining in such account shall be released to such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable, on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable, or removal thereof as a party to this Agreement, (y) the date on which such Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor, as applicable, shall furnish the applicable Class Enterprise Agent, Atlantic Agent or Liberty Agent with evidence that its short term debt rating is higher than “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and (z) the applicable Enterprise Termination Date (except for an Enterprise Reinvestment Termination Date), the Atlantic Termination Date (except for an Atlantic Reinvestment Termination Date), or the Liberty Termination Date (except for a Liberty Reinvestment Termination Date), as applicable. Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit Enterprise, Atlantic or Liberty, shall be reduced by the amount of unused Commitment of such downgraded Enterprise Bank Investor, Atlantic Bank Investor or Liberty Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Enterprise Bank Investor’s 's, Atlantic Bank Investor's or Liberty Bank Investor's Commitment to the Transferor or such downgraded Enterprise Bank Investor’s 's, Atlantic Bank Investor's or Liberty Bank Investor's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class a Conduit Investor to its related the Bank Investors in its Related Group as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2”, “P-2” or “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s and FitchXxxxx’x, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “A-3”, “P-3” or “F-3P-3”, or lower, from Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x ’s or FitchXxxxx’x), such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s and FitchXxxxx’x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Administrative Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility applicable Related Group Limit, solely as it relates to new Incremental Transfers by any Class to such Conduit Investor, shall be reduced by the amount of unused ​ ​ 128 ​ Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.. ​

Downgrade of Bank Investor. If (i) If, at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.7, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s's or Moodx'x, Xxxxx’x or Fitch, respectivelyxxspectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor implications, and the Administrative Agent)Agent shall so request, then such Bank Investor upon request of the applicable Class Agent shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution acceptable to the Agent and the Company (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moodx'x, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s's or Moodx'x, Xxxxx’x or Fitch, respectively xxspectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoodx'x), such xuch Bank Investor Investor, upon the request of the applicable Class Agent shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution acceptable to the Agent and the Company (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moodx'x, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank -118- 124 Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, (x) the aggregate available amount of the Aggregate Facility LimitMaximum Net Investment, solely as it relates to new Incremental Transfers by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor and (y) the Inactive Commitment shall be reduced by such downgraded Bank Investor's Pro Rate Share thereof (as determined prior to any such default by such Bank Investor); it being understood and agreed, that nothing in this sentence or the preceding two preceding sentences shall affect effect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.75.9, the short term debt rating of any Bank Investor shall be “"A-2”" or "P-2" from S&P or Moodx'x, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x or Fitch, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)xxspectively, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”" and "P-2" from S&P and Moodx'x, “P-2” and “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to the Company and the Agent). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’sS&P or Moodx'x, Xxxxx’x or Fitch, respectively xxspectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x S&P's or FitchMoodx'x), such xuch Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”" and "P-2" from S&P and Moodx'x, “P-2” and “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implicationsis acceptable to the Company and the Agent). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept pay to the assignment Agent an amount equal to such Bank Investor's Commitment for deposit by the Agent into an account, in the name of the Agent, which shall be in satisfaction of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such 's obligations to make Subsequent Fundings and to pay its Assignment Amount upon an assignment shall occur in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor5.9. The applicable Class Agent shall amount on deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested by the Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to selected by the applicable Bank Investor on a monthly basisAgent in its sole discretion. All amounts remaining in such account The Agent shall be released remit to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing income thereon. Nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment 's commitment to the Transferor Issuer or the Company or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.7, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined deter- mined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class a Conduit to its the related Bank Investors as contemplated pursuant to this Section 10.79.9(a), the short term debt rating of any such Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable related Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x Poors and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to such Conduit and such Class Agent). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable related Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to such Conduit and such Class Agent). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit shall have the right to require such Bank Investor to accept pay to the assignment related Class Agent an amount equal to such Bank Investor's Commitment for deposit by the related Class Agent into an account, in the name of the related Class Agent, which shall be in satisfaction of such Bank Investor’s Pro Rata Share of the applicable Net Investment; 's obligations to pay its Assignment Amount upon an assignment from such assignment shall occur Conduit in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”9.9(a) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of amount on deposit in such account shall be invested by the related Class Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to selected by the applicable Bank Investor on a monthly basisrelated Class Agent in its sole discretion. All amounts remaining in such account Such Class Agent shall be released remit to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of income thereon. Nothing in the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two three preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such Conduit or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment Assignment by any a Senior Class Conduit to its the related Bank Investors as contemplated pursuant to this Section 10.7Section, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s's or Moody's, Xxxxx’x or Fitch, respectivelyxxxxxxtively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable related Senior Class Agent Agent, shall, at its own expense, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's or Moody's, Xxxxx’x and Fitch, respectivelyrespxxxxxxxy, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s's or Moody's, Xxxxx’x or Fitch, respectively respxx- tively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor sucx Xxxx Investor, upon request re- quest of the applicable related Senior Class Agent Agent, shall, within five (5) Business Days of such request, at its own expense, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moody's, Xxxxx’x and Fitch, respectivelyrespxxxxxxxy, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Senior Class Conduit or the Transferor shall have the right to require re- quire such Bank Investor to accept the assignment Assignment of such the Bank Investor’s Pro Rata Share for such Bank Investor of the applicable Net Investmentrelated Senior Class Investor Amount; such assignment Assignment shall occur in accordance with the applicable provisions of this Section 10.7Sec- tion. Such Bank Investor shall be obligated to pay to the applicable related Senior Class Conduit Conduit, in connection with such assignmentAssignment, in addition to the Bank Pro Rata Share of the applicable Net Investment related Senior Class Investor Amount, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment related Senior Class Investor Amount being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything any- thing contained herein to the contrary, upon any such assignment Assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate related Senior Class Facility Limit, solely as it relates to new Incremental Transfers the acquisition of any Additional Investor Amount by any the related Senior Class Conduit Conduit, shall be reduced by the amount of the unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations obliga- tions and liabilities hereunder and under the other Transaction Documents.. The related Senior Class Agent shall give the Agent and the Transferor prompt written notice of any Assignment to a Bank Investor pursuant to this Section 5.7. SECTION 8

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.9, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.9. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.9, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.9. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay amount when paid to constitute an addition to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund Net Investment held by such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers Advances by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor Borrower or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit Enterprise to its related the Enterprise Bank Investors as contemplated pursuant to this Section 10.79.7, the short term debt rating of any Enterprise Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Enterprise Bank Investor Investor, upon request of the applicable Class Agent Enterprise Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a an Enterprise Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Enterprise Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to Enterprise and the Enterprise Agent). In either such case, if any such Enterprise Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above the related Class Conduit above, Enterprise shall have the right to require such Enterprise Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Enterprise Agent an amount equal to such Enterprise Bank Investor's Commitment for deposit by the interest component Enterprise Agent into an account, in the name of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Enterprise Agent. In addition, such Bank Investor which shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment be in satisfaction of such downgraded Enterprise Bank Investor's obligation to make Incremental Purchases to accept an assignment from Enterprise in accordance with this Section 9.7 and to pay its Assignment Amount. The applicable Class Agent shall amount on deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested by the Enterprise Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to have a term selected by the applicable Bank Investor on a monthly basisEnterprise Agent, in the Enterprise Agent's sole discretion. All amounts remaining in such account The Enterprise Agent shall be released remit to such Enterprise Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of income thereon. Nothing in the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two three preceding sentences shall affect or diminish in any way any such downgraded Enterprise Bank Investor’s 's Commitment to the Transferor Transferor, Enterprise or such downgraded Enterprise Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.9, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's 112 118 or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.9. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay amount when paid to constitute an addition to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund Net Investment held by such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers Pledges by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor Pledgors or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class a Conduit Investor to its related the Bank Investors in its Related Group as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2”, “P-2” or “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s or FitchMxxxx’x, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s and FitchMxxxx’x, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “A-3”, “P-3” or “F-3P-3”, or lower, from Standard & Poor’s, Xxxxx’x ’s or FitchMxxxx’x, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x ’s or FitchMxxxx’x), such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s, Xxxxx’x ’s and FitchMxxxx’x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of 55 the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Administrative Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility applicable Related Group Limit, solely as it relates to new Incremental Transfers by any Class to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit Enterprise to its related the Enterprise Bank Investors as contemplated pursuant to this Section 10.79.7, the short term debt rating of any Enterprise Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Enterprise Bank Investor Investor, upon request of the applicable Class Agent Enterprise Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a an Enterprise Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Enterprise Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Enterprise Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above the related Class Conduit above, Enterprise shall have the right to require such Enterprise Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Enterprise Agent an amount equal to such Enterprise Bank Investor's Commitment for deposit by the interest component Enterprise Agent into an account, in the name of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Enterprise Agent. In addition, such Bank Investor which shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment be in satisfaction of such downgraded Enterprise Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount 's obligation to make Incremental Purchases and to accept an assignment from Enterprise in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions accordance with Section 9.7 hereof. The proceeds of amount on deposit in such account shall be invested by the Enterprise Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to have a term of no more than 30 days, at the applicable Bank Investor on a monthly basisEnterprise Agent's sole discretion. All amounts remaining in such account The Enterprise Agent shall be released remit to such Enterprise Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of income thereon. Nothing in the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two three preceding sentences shall affect or diminish in any way any such downgraded Enterprise Bank Investor’s 's Commitment to the Transferor or such downgraded Enterprise Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.9, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoodx'x, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moodx'x, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s's or Moodx'x, Xxxxx’x or Fitch, respectively xxspectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoodx'x), such xuch Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moodx'x, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.9. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such 116 assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay amount when paid to constitute an addition to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund Net Investment held by such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers Pledges by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor Pledgors or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.7, the short term debt rating of any Bank Investor shall be “"A-2”, “P-2” " or “F-2” "HP-2" from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)credix xxxxications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated xx xxxed with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been xxxx xeen withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit to its related Bank Investors as contemplated pursuant to this Section 10.7, the short term debt rating of any Bank Investor shall be “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x or Fitch, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent), such Bank Investor upon request of the applicable Class Agent shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “A-3”, “P-3” or “F-3”, or lower, from Standard & Poor’s, Xxxxx’x or Fitch, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x or Fitch), such Bank Investor upon request of the applicable Class Agent shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above the related Class Conduit shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.. ARTICLE XI

Downgrade of Bank Investor. If at any time prior to any assignment -------------------------- Assignment by any a Senior Class Conduit to its the related Bank Investors as contemplated pursuant to this Section 10.7Section, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable related Senior Class Agent Agent, shall, at its own expense, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x and Fitch's or Moody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable related Senior Class Agent Agent, shall, within five (5) Business Days of such request, at its own expense, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Senior Class Conduit or the Transferor shall have the right to require such Bank Investor to accept the assignment Assignment of such the Bank Investor’s Pro Rata Share for such Bank Investor of the applicable Net Investmentrelated Senior Class Investor Amount; such assignment Assignment shall occur in accordance with the applicable provisions of this Section 10.7Section. Such Bank Investor shall be obligated to pay to the applicable related Senior Class Conduit Conduit, in connection with such assignmentAssignment, in addition to the Bank Pro Rata Share of the applicable Net Investment related Senior Class Investor Amount, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment related Senior Class Investor Amount being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment Assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate related Senior Class Facility Limit, solely as it relates to new Incremental Transfers the acquisition of any Additional Investor Amount by any the related Senior Class Conduit Conduit, shall be reduced by the amount of the unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents. The related Senior Class Agent shall give the Agent and the Transferor prompt written notice of any Assignment to a Bank Investor pursuant to this Section 5.7.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.75.9(a), the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchXxxxx'x, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to the Company and the Agent). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implicationsimplications and which is acceptable to the Company and the Agent). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept pay to the assignment Agent an amount equal to such Bank Investor's Commitment for deposit by the Agent into an account, in the name of the Agent, which shall be in satisfaction of such Bank Investor’s Pro Rata Share of 's obligations to make Subsequent Fundings and to pay its Assignment Amount upon an assignment from the applicable Net Investment; such assignment shall occur Company in accordance with the applicable provisions of this Section 10.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”5.9(a) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of amount on deposit in such account shall be invested by the Agent in Eligible Investments and any investment income with respect thereto such Eligible Investments shall be paid to selected by the applicable Bank Investor on a monthly basisAgent in its sole discretion. All amounts remaining in such account The Agent shall be released remit to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this AgreementInvestor, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentencemonthly, the aggregate available amount of income thereon. Nothing in the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two three preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor Issuer or the Company or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.7, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s's or Moodx'x, Xxxxx’x or Fitch, respectivelyxxspectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moodx'x, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s's or Moodx'x, Xxxxx’x or Fitch, respectively xxspectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoodx'x), such xuch Bank Investor Investor, upon request of the applicable Class Agent Enterprise Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s's and Moodx'x, Xxxxx’x and Fitch, respectivelyxxspectively, and which shall not be so rated with negative credit implications). 126 In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Enterprise Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Enterprise Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued by the Company to fund the portion of the applicable Enterprise Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Enterprise Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility LimitMaximum Enterprise Net Investment, solely as it relates to new Incremental Transfers by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.. 121 127 ARTICLE X

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class a Conduit Investor to its related the Bank Investors in its Related Group as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor in such Related Group shall be “A-2”, “P-2” or “F-2P-2” from Standard & Poor’s or Moody’s, Xxxxx’x or Fitch, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s and Moody’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor in a Related Group shall be “A-3”, “P-3” or “F-3P-3”, or lower, from Standard & Poor’s or Moody’s, Xxxxx’x or Fitch, respectively (or such rating shall have been withdrawn by Standard & Poor’s or Moody’s, Xxxxx’x or Fitch), such Bank Investor Investor, upon request of the applicable Class Agent Administrative Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2”, “P-2” and “F-2P-2” from Standard & Poor’s and Moody’s, Xxxxx’x and Fitch, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor in a Related Group shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Investor shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class such Conduit Investor, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of 55 the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Administrative Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility applicable Related Group Limit, solely as it relates to new Incremental Transfers by any Class to such Conduit Investor, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s Commitment to the Transferor or such downgraded Bank Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If (at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.7, 9.7) the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component Interest Component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.79.9, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” " from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively, with negative credit implications (and there is no fronting arrangement or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)implications, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x 's or FitchMoody's, respectively (or such rating shall have been withdrawn by Standard & 99 105 Poor’s, Xxxxx’x 's or FitchMoody's), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” and “F-2” " from Standard & Poor’s, Xxxxx’x 's and FitchMoody's, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.79.9. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding Not withstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers Advances by any Class Conduit the Company, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor Debtor or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documents.

Downgrade of Bank Investor. If at any time prior to any assignment by any Class Conduit the Company to its related the Bank Investors as contemplated pursuant to this Section 10.76.7, the short term debt rating of any Bank Investor shall be “"A-2”, “" or "P-2” or “F-2” from Standard & Poor’s, Xxxxx’x or Fitch, respectively, " with negative credit implications (and there is no fronting arrangement from S&P or other arrangement in place which is acceptable to the Transferor and the Administrative Agent)Xxxxx'x, respectively, such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within 30 days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” " from S&P and “F-2” from Standard & Poor’s, Xxxxx’x and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). If the short term debt rating of a Bank Investor shall be “"A-3”, “" or "P-3” or “F-3”", or lower, from Standard & Poor’s, Xxxxx’x S&P or FitchXxxxx'x, respectively (or such rating shall have been withdrawn by Standard & Poor’s, Xxxxx’x S&P's or FitchXxxxx'x), such Bank Investor Investor, upon request of the applicable Class Agent Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s 's short term debt shall be rated at least “"A-2”, “" and "P-2” " from S&P and “F-2” from Standard & Poor’s, Xxxxx’x and FitchXxxxx'x, respectively, and which shall not be so rated with negative credit implications). In either such case, if any such Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above above, the related Class Conduit Company shall have the right to require such Bank Investor to accept the assignment of such Bank Investor’s 's Pro Rata Share of the applicable Net Investment; such assignment shall occur in accordance with the applicable provisions of this Section 10.76.7. Such Bank Investor shall be obligated to pay to the applicable Class Conduit Company, in connection with such assignment, in addition to the Pro Rata Share of the applicable Net Investment Investment, an amount equal to the interest component of the outstanding Commercial Paper issued to fund the portion of the applicable Net Investment being assigned to such Bank Investor Investor, as reasonably determined by the applicable Class Agent. In addition, such Bank Investor shall pay to the applicable Class Agent the amount (the “Unused Commitment Amount”) of any unused Commitment of such downgraded Bank Investor. The applicable Class Agent shall deposit such Unused Commitment Amount in an account of such Class Agent’s name, and shall apply such amounts to fund such Bank Investor’s Pro Rata Share of any Incremental Transfer required to be funded by such Bank Investors subject to the terms and conditions hereof. The proceeds of such account shall be invested in Eligible Investments and any investment income with respect thereto shall be paid to the applicable Bank Investor on a monthly basis. All amounts remaining in such account shall be released to such Bank Investor on the Business Day immediately following the earliest of: (x) the effective date of any replacement of such Bank Investor or removal thereof as a party to this Agreement, (y) the date on which such Bank Investor shall furnish the applicable Class Agent with evidence that its short term debt rating is higher than “A-2”, “P-2” or “F-2” from Standard & Poor’s, Xxxxx’x and Fitch, respectively, and (z) the applicable Termination Date (except for a Reinvestment Termination Date). Notwithstanding anything contained herein to the contrary, upon any such assignment to a downgraded Bank Investor as contemplated pursuant to the immediately preceding sentence, the aggregate available amount of the Aggregate Facility Limit, solely as it relates to new Incremental Transfers by any Class Conduit Fundings, shall be reduced by the amount of unused Commitment of such downgraded Bank Investor; it being understood and agreed, that nothing in this sentence or the two preceding sentences shall affect or diminish in any way any such downgraded Bank Investor’s 's Commitment to the Transferor Issuer or such downgraded Bank Investor’s 's other obligations and liabilities hereunder and under the other Transaction Documentsdocuments.