Common use of Downgrades Generally Clause in Contracts

Downgrades Generally. If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate Investor, upon request of the related Class Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4. If the short term debt rating of an Alternate Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Investor, upon request of the related Class Agent, shall, within five (5) Business Days of such request, assign its rights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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4). In either such case, if any such Alternate Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent on behalf of the related Conduit Investor shall have the right to require such Alternate Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor hereby agrees in such event to pay within such time) to such Class Agent an amount equal to such Alternate Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class Agent into an account, in the name of such Class Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Investor’s obligations to make Investments and to pay its Assignment Amount upon an assignment from such Conduit Investor in accordance with Section 3.1; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor delivers a written notice to such Class Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor will not be required to fund such Downgrade Draw. If any Alternate Investor gives the related Class Agent such notice, then such Alternate Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Agent a direct pay irrevocable letter of credit in favor of such Class Agent in an amount equal to the unused portion of such Alternate Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor and such Class Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment or Assignment Amount payable by such Alternate Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class Agent.

Downgrades Generally. If at any time on or prior to the Commitment Scheduled Termination Date, the short term debt rating of any Alternate Bank Investor shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate Bank Investor, upon request of the related Class Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor Lender, the Agent, the related Managing Agent and the related Class Agent and subject to Section 3.4Borrower (in the Borrower’s case, in its reasonable discretion)). If the short term debt rating of an Alternate Bank Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Bank Investor, upon request of the related Class Managing 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor Lender, the Agent, the related Managing Agent and the related Class Agent and subject to Section 3.4Borrower (in the Borrower’s case, in its reasonable discretion)). In either such case, if any such Alternate Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class each Managing Agent on behalf of the related Conduit Investor Lender shall have the right to require such Alternate Bank Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Bank Investor hereby agrees in such event to pay within such time) to such Class the related Managing Agent an amount equal to such Alternate Bank Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class the related Managing Agent into an account, in the name of such Class the related Managing Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Bank Investor’s obligations to make Investments Loans and to pay its Assignment Amount upon an assignment from such Conduit Investor a Lender in accordance with Section 3.12.14; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Bank Investor delivers a written notice to such Class the related Managing Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Bank Investor will not be required to fund such Downgrade Draw. If any Alternate Bank Investor gives the related Class Managing Agent such notice, then such Alternate Bank Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Managing Agent a direct pay irrevocable letter of credit in favor of such Class Managing Agent in an amount equal to the unused portion of such Alternate Bank Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor the related Lender and such Class the Agent. Such letter of credit shall provide that the related Managing Agent may draw thereon for payment of any Investment Loan or Assignment Amount payable by such Alternate Bank Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Scheduled Termination Date and shall otherwise be in form and substance acceptable to such Class Managing Agent.

Downgrades Generally. If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor XX XXXX Institutional Lender shall be “A-2” or “P-2” with negative credit implications from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate InvestorXX XXXX Institutional Lender, upon request of the related Class XX XXXX Lender Agent, shall, within thirty (30) days of such requestrequest and with ten (10) Business Days’ prior notice to (but not consent of) the Borrower, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related XX XXXX Conduit Investor Lender and the related Class Agent and subject to Section 3.4XX XXXX Lender Agent). If the short term debt rating of an Alternate Investor a XX XXXX Institutional Lender shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate InvestorXX XXXX Institutional Lender, upon request of the related Class XX XXXX Lender 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related XX XXXX Conduit Investor Lender and the related Class Agent and subject to Section 3.4XX XXXX Lender Agent). In either such case, if any such Alternate Investor XX XXXX Institutional Lender shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “XX XXXX Required Downgrade Assignment Period”), the related Class XX XXXX Lender Agent on behalf of the related Conduit Investor shall have the right to require such Alternate Investor XX XXXX Institutional Lender to pay upon one (1) Business Day’s notice at any time after the XX XXXX Required Downgrade Assignment Period (and each such Alternate Investor XX XXXX Institutional Lender hereby agrees in such event to pay within such time) to such Class the XX XXXX Lender Agent an amount equal to such Alternate InvestorXX XXXX Institutional Lender’s unused Commitment (a “XX XXXX Downgrade Draw”) for deposit by such Class the XX XXXX Lender Agent into an account, in the name of such Class the XX XXXX Lender Agent (a “XX XXXX Downgrade Collateral Account”), which shall be in satisfaction of such Alternate InvestorXX XXXX Institutional Lender’s obligations to make Investments Advances and to pay its XX XXXX Assignment Amount upon an assignment from such the XX XXXX Conduit Investor Lender in accordance with Section 3.11.1 of this Annex C; provided, however, that if, during the XX XXXX Required Downgrade Assignment Period, such Alternate Investor XX XXXX Institutional Lender delivers a written notice to such Class the XX XXXX Lender Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the XX XXXX Downgrade Draw, then such Alternate Investor XX XXXX Institutional Lender will not be required to fund such XX XXXX Downgrade Draw. If any Alternate Investor XX XXXX Institutional Lender gives the related Class XX XXXX Lender Agent such notice, then such Alternate Investor XX XXXX Institutional Lender shall, within one (1) Business Day after the XX XXXX Required Downgrade Assignment Period, deliver to such Class the XX XXXX Lender Agent a direct pay irrevocable letter of credit in favor of such Class the XX XXXX Lender Agent in an amount equal to the unused portion of such Alternate InvestorXX XXXX Institutional Lender’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of Notes issued by the related Conduit Investor commercial paper conduit providing funding for Advances by XX XXXX Trust under the Agreement and (ii) that is acceptable to such the XX XXXX Conduit Investor Lender and such Class the XX XXXX Lender Agent. Such letter of credit shall provide that the XX XXXX Lender Agent may draw thereon for payment of any Investment Advance or XX XXXX Assignment Amount payable by such Alternate Investor XX XXXX Institutional Lender which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class the XX XXXX Lender Agent.

Downgrades Generally. If at any time on or prior to the Commitment Termination DateDate for a Conduit Investor, the short term debt rating of any Alternate Committed Investor in such Conduit Investor’s Investor Group shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate Committed Investor, upon request of the related Class its Managing Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4its Managing Agent). If the short term debt rating of an Alternate a Committed Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Committed Investor, upon request of the related Class its Managing 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related applicable Conduit Investor and the related Class Agent and subject to Section 3.4its Managing Agent). In either such case, if any such Alternate Committed Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class its Managing Agent on behalf of the related applicable Conduit Investor shall have the right to require such Alternate Committed Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Committed Investor hereby agrees in such event to pay within such time) to such Class Managing Agent an amount equal to such Alternate Committed Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class Managing Agent into an account, in the name of such Class Managing Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Committed Investor’s obligations to make Investments and L/C Borrowings and to pay its Assignment Amount upon an assignment from such a Conduit Investor in accordance with Section 3.1; provided, however, provided that if, during the Required Downgrade Assignment Period, such Alternate Committed Investor delivers a written notice to such Class Managing Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Committed Investor will not be required to fund such Downgrade Draw. If any Alternate Committed Investor gives the related Class its Managing Agent such notice, then such Alternate Committed Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Managing Agent a direct pay irrevocable letter of credit in favor of such Class Managing Agent in an amount equal to the unused portion of such Alternate Committed Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the its related Conduit Investor and (ii) that is acceptable to such the applicable Conduit Investor and such Class its Managing Agent. Such letter of credit shall provide that the Managing Agent may draw thereon for payment of any Investment Investment, L/C Borrowing or Assignment Amount payable by such Alternate Committed Investor which is not paid hereunder when required, shall expire no earlier than the related Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class the Managing Agent.

Downgrades Generally. If at any time on or prior to the Commitment Conduit Investment Termination Date, the short term debt rating of any Alternate Investor Liquidity Bank shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate InvestorLiquidity Bank, upon request of the related Class Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor XX XXXX and the related Class Agent and subject to Section 3.4Agent). If the short term debt rating of an Alternate Investor a Liquidity Bank shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate InvestorLiquidity Bank, upon request of the related 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor XX XXXX and the related Class Agent and subject to Section 3.4Agent). In either such case, if any such Alternate Investor Liquidity Bank shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent on behalf of the related Conduit Investor XX XXXX shall have the right to require such Alternate Investor Liquidity Bank to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor Liquidity Bank hereby agrees in such event to pay within such time) to such Class the Agent an amount equal to such Alternate InvestorLiquidity Bank’s unused Commitment (a “Downgrade Draw”) for deposit by such Class the Agent into an account, in the name of such Class the Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate InvestorLiquidity Bank’s obligations to make Investments Loans and to pay its Assignment Amount upon an assignment from such Conduit Investor XX XXXX in accordance with Section 3.115.1; provided, however, provided that if, during the Required Downgrade Assignment Period, such Alternate Investor Liquidity Bank delivers a written notice to such Class the Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor Liquidity Bank will not be required to fund such Downgrade Draw. If any Alternate Investor Liquidity Bank gives the related Class Agent such notice, then such Alternate Investor Liquidity Bank shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class the Agent a direct pay irrevocable letter of credit in favor of such Class the Agent in an amount equal to the unused portion of such Alternate InvestorLiquidity Bank’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor XX XXXX and (ii) that is acceptable to such Conduit Investor XX XXXX and such Class the Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment Loan or Assignment Amount payable by such Alternate Investor Liquidity Bank which is not paid hereunder when required, shall expire no earlier than the Commitment related Conduit Investment Termination Date and shall otherwise be in form and substance acceptable to such Class the Agent.

Downgrades Generally. If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate Investor, upon request of the related Class Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4Agent). If the short term debt rating of an Alternate Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Investor, upon request of the related 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4Agent). In either such case, if any such Alternate Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent on behalf of the related Conduit Investor shall have the right to require such Alternate Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor hereby agrees in such event to pay within such time) to such Class Agent an amount equal to such Alternate Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class Agent into an account, in the name of such the Class Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Investor’s obligations to make Investments and to pay its Assignment Amount upon an assignment from such Conduit Investor in accordance with Section 3.1; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor delivers a written notice to such Class Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor will not be required to fund such Downgrade Draw. If any Alternate Investor gives the related Class Agent such notice, then such Alternate Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Agent a direct pay irrevocable letter of credit in favor of such Class Agent in an amount equal to the unused portion of such Alternate Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor and such Class Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment or Assignment Amount payable by such Alternate Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class Agent.Class

Downgrades Generally. If at any time on or prior to the Commitment Termination DateDate for a Conduit Investor, the short term debt rating of any Alternate Committed Investor in such Conduit Investor’s Investor Group shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate Committed Investor, upon request of the related Class its Managing Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4its Managing Agent). If the short short-term debt rating of an Alternate a Committed Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Committed Investor, upon request of the related Class its Managing 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related applicable Conduit Investor and the related Class Agent and subject to Section 3.4its Managing Agent). In either such case, if any such Alternate Committed Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class its Managing Agent on behalf of the related applicable Conduit Investor shall have the right to require such Alternate Committed Investor to pay upon one (1) Business Day’s Days’ notice at any time after the Required Downgrade Assignment Period (and each such Alternate Committed Investor hereby agrees in such event to pay within such time) to such Class Managing Agent an amount equal to such Alternate Committed Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class Managing Agent into an account, in the name of such Class Managing Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Committed Investor’s obligations to make Investments and L/C Borrowings and to pay its Assignment Amount upon an assignment from such a Conduit Investor in accordance with Section 3.1; provided, however, provided that if, during the Required Downgrade Assignment Period, such Alternate Committed Investor delivers a written notice to such Class Managing Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Committed Investor will not be required to fund such Downgrade Draw. If any Alternate Committed Investor gives the related Class its Managing Agent such notice, then such Alternate Committed Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Managing Agent a direct pay irrevocable letter of credit in favor of such Class Managing Agent in an amount equal to the unused portion of such Alternate Committed Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the its related Conduit Investor and (ii) that is acceptable to such the applicable Conduit Investor and such Class its Managing Agent. Such letter of credit shall provide that the Managing Agent may draw thereon for payment of any Investment Investment, L/C Borrowing or Assignment Amount payable by such Alternate Committed Investor which is not paid hereunder when required, shall expire no earlier than the related Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class the Managing Agent.

Downgrades Generally. (i) If at any time on or prior to the Commitment Termination Date, Date the short term debt rating of any Alternate Investor Liquidity Bank shall be lower than “A-2A-1” (or “P-2” unrated) from S&P or Xxxxx’xlower than “P-1” (or unrated) from Moody’s, respectively, with negative credit implications, then such Alternate Investor, upon request of the related Class Agent, Liquidity Bank shall, within thirty (30) days of such request, assign after request by the Agent transfer its rights and obligations hereunder to another financial institution (which institution’s short term debt institution shall be rated at least “A-2” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4. If the have a short term debt rating of an Alternate Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Investor, upon request of the related 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-2A-1” or “P-2”, from S&P or Xxxxx’x, respectivelyand “P-1” from Moody’s, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and Administrator on behalf of the related Class Agent and subject to Section 3.4Borrower). In either such case, if there be any financial institution so qualified and willing to accept such assignment, and either arranged by the Agent or arranged by such Liquidity Bank in the exercise of its reasonable efforts. (ii) If any such Alternate Investor Liquidity Bank shall not have assigned transferred its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent Borrower (and the Administrator on behalf of the related Conduit Investor Borrower) shall have the right to require such Alternate Investor Liquidity Bank, and each Liquidity Bank hereby agrees in such event, to pay to the Agent upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor hereby agrees in such event to pay within such time) to such Class Agent an amount in each Currency equal to such Alternate InvestorLiquidity Bank’s unused Currency Commitment for such Currency (provided that the sum of the Dollar Equivalents of such amounts in all Currencies shall not exceed such Liquidity Bank’s Commitment) (a “Downgrade Draw”) ), for deposit by such Class the Agent into an accountaccount denominated in such Currency, in the name of such Class the Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Investor’s obligations to make Investments and to pay its Assignment Amount upon an assignment from such Conduit Investor for application in accordance with Section 3.1; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor delivers a written notice to such Class Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor will not be required to fund such Downgrade Draw. If any Alternate Investor gives the related Class Agent such notice, then such Alternate Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Agent a direct pay irrevocable letter of credit in favor of such Class Agent in an amount equal to the unused portion of such Alternate Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor and such Class Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment or Assignment Amount payable by such Alternate Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class Agent2.9(b).

Downgrades Generally. If at any time on or prior to the Commitment Scheduled Termination Date, the short term debt rating of any Alternate Bank Investor shall be “A-2” "A-1" or “P-2” "P-1" from S&P or Xxxxx’xMoody's, respectively, with negative credit implications, such Alternate InvestorBank Ixxxxxxx, upon request of the related Class Agent, shall, within 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” "A-1" or “P-2” "P-1" from S&P or Xxxxx’xMoody's, respectively, and which shall not be so rated with negative credit xxxxxx implications and which is acceptable to the related Conduit Investor Lender, the Agent and the related Class Agent and subject to Section 3.4Borrower (in the Borrower's case, in its reasonable discretion)). If the short term debt rating of an Alternate Bank Investor shall be “A-3” "A-2" or “P-3”"P-2", or lower, from S&P or Xxxxx’xMoody's, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’xS&X xx Xxody's), such Alternate Bank Investor, upon request of the related Class Agent, shall, within five withix xxxx (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” "A-1" or “P-2”"P-1", from S&P or Xxxxx’xMoody's, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor Lender, the Agent and the related Class Agent and subject to Section 3.4Borrower (in the Borrower's case, in its reasonable discretion)). In either such case, if any such Alternate Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “"Required Downgrade Assignment Period”"), the related Class Agent Administrative Trustee on behalf of the related Conduit Investor Lender shall have the right to require such Alternate Bank Investor to pay upon one (1) Business Day’s 's notice at any time after the Required Downgrade Assignment Period (and each such Alternate Bank Investor hereby agrees in such event to pay within such time) to such Class the Agent an amount equal to such Alternate Bank Investor’s 's unused Commitment (a “"Downgrade Draw”") for deposit by such Class the Agent into an account, in the name of such Class the Agent (a “"Downgrade Collateral Account”"), which shall be in satisfaction of such Alternate Bank Investor’s 's obligations to make Investments Loans and to pay its Assignment Amount upon an assignment from such Conduit Investor the Lender in accordance with Section 3.12.13; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Bank Investor delivers a written notice to such Class the Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Bank Investor will not be required to fund such Downgrade Draw. If any Alternate Bank Investor gives the related Class Agent such notice, then such Alternate Bank Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class the Agent a direct pay irrevocable letter of credit in favor of such Class the Agent in an amount equal to the unused portion of such Alternate Bank Investor’s 's Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x Moody's are at least equal to the ratings assigned by such statistical rating statisticax xxxxxg organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor the Lender and such Class the Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment Loan or Assignment Amount payable by such Alternate Bank Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Scheduled Termination Date and shall otherwise be in form and substance acceptable to such Class the Agent.

Downgrades Generally. If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implicationsfail to satisfy the Alternate Investor Rating Criteria, such Alternate Investor, upon request of the related Class Seller or the Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to satisfy the related Conduit Investor and the related Class Agent and subject to Section 3.4. If the short term debt rating of an Alternate Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Investor, upon request of the related 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4Rating Criteria). In either such case, if any such Alternate Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent Seller or the Administrator on behalf of the related applicable Conduit Investor shall have the right to require such Alternate Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor hereby agrees in such event to pay within such time) to such Class the Agent an amount equal to such Alternate Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class the Agent into an account, in the name of such Class the Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Investor’s obligations to make Investments Incremental Fundings and to pay its Assignment Amount Purchase Price upon an assignment from such the applicable Conduit Investor in accordance with Section 3.12.09; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor delivers a written notice to such Class the Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade DrawDraw and actually delivers such letter of credit, then such Alternate Investor will not be required to fund such Downgrade Draw. If any Alternate Investor gives the related Class Agent such notice, then such Alternate Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class the Agent a direct pay irrevocable letter of credit in favor of such Class the Agent in an amount equal to the unused portion of such Alternate Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P S&P, Xxxxx’x and Xxxxx’x Fitch are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such the applicable Conduit Investor and such Class the Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment Incremental Funding or Assignment Amount Purchase Price payable by such Alternate Investor which is not paid hereunder when required, shall expire no earlier than the close of business of the last day of the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class the Agent.

Downgrades Generally. If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor Purchaser shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate InvestorPurchaser, upon request of the related Class Administrative Agent, shall, within thirty (30) days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt rating shall be rated at least “A-2” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor Purchaser and the related Class Agent and subject to Section 3.4Administrative Agent). If the short term debt rating of an Alternate Investor Purchaser shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate InvestorPurchaser, upon request of the related Class 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 rating shall be rated at least “A-2” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor Purchaser and the related Class Agent and subject to Section 3.4Administrative Agent). In either such case, if any such Alternate Investor Purchaser shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent Administrator on behalf of the related Conduit Investor Purchaser shall have the right to require such Alternate Investor Purchaser to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor Purchaser hereby agrees in such event to pay within such time) to such Class the Administrative Agent an amount equal to such Alternate InvestorPurchaser’s unused Commitment (a “Downgrade Draw”) for deposit by such Class the Administrative Agent into an account, in the name of such Class the Administrative Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate InvestorPurchaser’s obligations to make Investments the Investment and to pay its Assignment Amount upon an assignment from such the Conduit Investor Purchaser in accordance with Section 3.1; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor Purchaser delivers a written notice to such Class the Administrative Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor Purchaser will not be required to fund such Downgrade Draw. If any Alternate Investor Purchaser gives the related Class Administrative Agent such notice, then such Alternate Investor Purchaser shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class the Administrative Agent a direct pay irrevocable letter of credit in favor of such Class the Administrative Agent in an amount equal to the unused portion of such Alternate InvestorPurchaser’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-short term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such the Conduit Investor Purchaser and such Class the Administrative Agent. Such letter of credit shall provide that the Administrative Agent may draw thereon for payment of any the Investment or Assignment Amount payable by such Alternate Investor Purchaser which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class the Administrative Agent.

Downgrades Generally. If at any time on or prior to the Commitment Scheduled Termination Date, the short term debt rating of any Alternate Bank Investor shall be “A-2A-1” or “P-2P-1” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate Bank Investor, upon request of the related Class Agent, shall, within thirty (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-2A-1” or “P-2P-1” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor Lender, the Agent and the related Class Agent and subject to Section 3.4Borrower (in the Borrower’s case, in its reasonable discretion)). If the short term debt rating of an Alternate Bank Investor shall be “A-3A-2” or “P-3P-2”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Bank Investor, upon request of the related 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-2A-1” or “P-2P-1”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor Lender, the Agent and the related Class Agent and subject to Section 3.4Borrower (in the Borrower’s case, in its reasonable discretion)). In either such case, if any such Alternate Bank Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent Administrative Trustee on behalf of the related Conduit Investor Lender shall have the right to require such Alternate Bank Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Bank Investor hereby agrees in such event to pay within such time) to such Class the Agent an amount equal to such Alternate Bank Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class the Agent into an account, in the name of such Class the Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Bank Investor’s obligations to make Investments Loans and to pay its Assignment Amount upon an assignment from such Conduit Investor the Lender in accordance with Section 3.12.13; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Bank Investor delivers a written notice to such Class the Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Bank Investor will not be required to fund such Downgrade Draw. If any Alternate Bank Investor gives the related Class Agent such notice, then such Alternate Bank Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class the Agent a direct pay irrevocable letter of credit in favor of such Class the Agent in an amount equal to the unused portion of such Alternate Bank Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor the Lender and such Class the Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment Loan or Assignment Amount payable by such Alternate Bank Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Scheduled Termination Date and shall otherwise be in form and substance acceptable to such Class the Agent.

Downgrades Generally. If at any time on or prior to the Commitment Termination DateDate for a Conduit Investor, the short term debt rating of any Alternate Committed Investor in such Conduit Investor’s Investor Group shall be “A-2” or “P-2” from S&P or Xxxxx’xMxxxx’x, respectively, with negative credit implications, such Alternate Committed Investor, upon request of the related Class its Managing Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’xMxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4its Managing Agent). If the short short-term debt rating of an Alternate a Committed Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’xMxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’xMxxxx’x), such Alternate Committed Investor, upon request of the related Class its Managing 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” or “P-2”, from S&P or Xxxxx’xMxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related applicable Conduit Investor and the related Class Agent and subject to Section 3.4its Managing Agent). In either such case, if any such Alternate Committed Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class its Managing Agent on behalf of the related applicable Conduit Investor shall have the right to require such Alternate Committed Investor to pay upon one (1) Business Day’s Days’ notice at any time after the Required Downgrade Assignment Period (and each such Alternate Committed Investor hereby agrees in such event to pay within such time) to such Class Managing Agent an amount equal to such Alternate Committed Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class Managing Agent into an account, in the name of such Class Managing Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Committed Investor’s obligations to make Investments and L/C Borrowings and to pay its Assignment Amount upon an assignment from such a Conduit Investor in accordance with Section 3.1; provided, however, provided that if, during the Required Downgrade Assignment Period, such Alternate Committed Investor delivers a written notice to such Class Managing Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Committed Investor will not be required to fund such Downgrade Draw. If any Alternate Committed Investor gives the related Class its Managing Agent such notice, then such Alternate Committed Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Managing Agent a direct pay irrevocable letter of credit in favor of such Class Managing Agent in an amount equal to the unused portion of such Alternate Committed Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x Mxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the its related Conduit Investor and (ii) that is acceptable to such the applicable Conduit Investor and such Class its Managing Agent. Such letter of credit shall provide that the Managing Agent may draw thereon for payment of any Investment Investment, L/C Borrowing or Assignment Amount payable by such Alternate Committed Investor which is not paid hereunder when required, shall expire no earlier than the related Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class the Managing Agent.

Downgrades Generally. If at any time on or prior to the Commitment Termination DateDate for a Conduit Investor, the short term debt rating of any Alternate Committed Investor in such Conduit Investor’s Investor Group shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate Committed Investor, upon request of the related Class its Managing Agent, shall, within thirty (30) days of such request, assign its rights and obligations hereunder to another financial institution in accordance with Section 11.8 (which institution’s short term debt shall be rated at least “A-2” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4its Managing Agent). If the short term debt rating of an Alternate a Committed Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Committed Investor, upon request of the related Class its Managing 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related applicable Conduit Investor and the related Class Agent and subject to Section 3.4its Managing Agent). In either such case, if any such Alternate Committed Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class its Managing Agent on behalf of the related applicable Conduit Investor shall have the right to require such Alternate Committed Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Committed Investor hereby agrees in such event to pay within such time) to such Class Managing Agent an amount equal to such Alternate Committed Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class Managing Agent into an account, in the name of such Class Managing Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Committed Investor’s obligations to make Investments and to pay its Assignment Amount upon an assignment from such a Conduit Investor in accordance with Section 3.1; provided, however, provided that if, during the Required Downgrade Assignment Period, such Alternate Committed Investor delivers a written notice to such Class Managing Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Committed Investor will not be required to fund such Downgrade Draw. If any Alternate Committed Investor gives the related Class its Managing Agent such notice, then such Alternate Committed Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Managing Agent a direct pay irrevocable letter of credit in favor of such Class Managing Agent in an amount equal to the unused portion of such Alternate Committed Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the its related Conduit Investor and (ii) that is acceptable to such the applicable Conduit Investor and such Class its Managing Agent. Such letter of credit shall provide that the Managing Agent may draw thereon for payment of any Investment or Assignment Amount payable by such Alternate Committed Investor which is not paid hereunder when required, shall expire no earlier than the related Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class the Managing Agent.

Downgrades Generally. If at any time on or prior to the Commitment Support Termination DateDate for the Bank Purchasers in the Quincy Related Group, the short term debt rating of any Alternate Investor Bank Purchaser shall be “"A-2” ", "P-2" or “P-2” "F-2" from S&P S&P, Moody's or Xxxxx’xFitch, respectively, with negative credit implications, such Alternate Investorsxxx Xxxk Purchaser, upon request of the related Class AgentRelated Administrator, shall, within 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” ", "P-2" or “P-2” "F-2" from S&P S&P, Moody's or Xxxxx’xFitch, respectively, and which shall not be so rated with negative xxxxxxve credit implications and which is acceptable to the related Conduit Investor Quincy and the related Class Agent and subject to Section 3.4Related Administrator). If the short term debt rating of an Alternate Investor Bank Purchaser shall be “"A-3” ", "P-3" or “P-3”"F-3", or lower, from S&P S&P, Moody's or Xxxxx’xFitch, respectively (or such rating shall have been withdrawn by withdxxxx xx S&P or Xxxxx’xMoody's), such Alternate InvestorBank Purchaser, upon request of the related Class AgentRelated Administrxxxx, shallxhall, 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" or “P-2”"F-2", from S&P S&P, Moody's or Xxxxx’xFitch, respectively, and which shall not be so rated with negative xxxxxxve credit implications and which is acceptable to the related Conduit Investor Quincy and the related Class Agent and subject to Section 3.4Related Administrator ). In either such case, if any such Alternate Investor Bank Purchaser shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “"Required Downgrade Assignment Period”"), the related Class Agent Related Administrator on behalf of the related Conduit Investor Quincy shall have the right to require such Alternate Investor Bank Purchaser to pay upon one (1) Business Day’s 's notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor Bank Purchaser hereby agrees in such event to pay within such time) to such Class Agent the Related Administrator an amount equal to such Alternate Investor’s Bank Purchaser's unused Commitment (a “"Downgrade Draw”") for deposit by such Class Agent the Related Administrator into an account, in the name of such Class Agent the Related Administrator (a “"Downgrade Collateral Account”"), which shall be in satisfaction of such Alternate Investor’s Bank Purchaser's obligations to make Investments Purchases and to pay its Assignment Amount upon an assignment from such Conduit Investor Quincy in accordance with Section 3.11.10; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor Bank Purchaser delivers a written notice to such Class Agent the Related Administrator of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor Bank Purchaser will not be required to fund such Downgrade Draw. If any Alternate Investor Bank Purchaser gives the related Class Agent Related Administrator such notice, then such Alternate Investor Bank Purchaser shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Agent the Related Administrator a direct pay irrevocable letter of credit in favor of such Class Agent the Related Administrator in an amount equal to the unused portion of such Alternate Investor’s Bank Purchaser's Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x Moody's are at least equal to the ratings assigned by such statistical rating statisticxx xxxxng organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor Quincy and such Class Agentthe Related Administrator. Such letter of credit shall provide that the Agent Related Administrator may draw thereon for payment of any Investment Purchase or Assignment Amount payable by such Alternate Investor Bank Purchaser which is not paid hereunder when required, shall expire no earlier than the Commitment Support Termination Date and shall otherwise be in form and substance acceptable to such Class Agentthe Related Administrator.

Downgrades Generally. If at any time on or prior to the Commitment Termination Stated Maturity Date, the short short-term debt rating of any Alternate Investor Lender shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate InvestorLender, upon request of the related Class Managing Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related such Conduit Investor Lender and the related Class Agent and subject to Section 3.4such Managing Agent). If the short short-term debt rating of an such Alternate Investor Lender shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate InvestorLender, upon request of the related Class Managing Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short short-term debt shall be rated at least “A-2” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related such Conduit Investor Lender and the related Class Agent and subject to Section 3.4such Managing Agent). In either such case, if any such Alternate Investor Lender shall not have assigned its rights and obligations under this Credit Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent Administrator on behalf of the related such Conduit Investor Lender shall have the right to require such Alternate Investor Lender to pay pay, in Dollars upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor Lender hereby agrees in such event to pay within such time) to such Class the applicable Managing Agent an amount equal to such Alternate InvestorLender’s unused Commitment (without any deduction therefrom for such Alternate Lender’s share of the Letter of Credit Liability) (a “Downgrade Draw”) for deposit by such Class Managing Agent into an account, in the name of such Class Managing Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate InvestorLender’s obligations to make Investments Loans and to pay its Assignment Amount upon an assignment from such Conduit Investor Lender in accordance with Section 3.17.1; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor Lender delivers a written notice to such Class Managing Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor Lender will not be required to fund such Downgrade Draw. If any Alternate Investor Lender gives the related Class applicable Managing Agent such notice, then such Alternate Investor Lender shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Managing Agent a direct pay irrevocable letter of credit in favor of such Class Managing Agent issued in Dollars, in an amount equal to the unused portion of such Alternate InvestorLender’s CommitmentCommitment (without any deduction therefrom for such Alternate Lender’s share of the Letter of Credit Liability), which letter of credit shall be issued through an a United States office of a bank or other financial institution institution: (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor Paper; and (ii) that is acceptable to such Conduit Investor Lender and such Class Managing Agent. Such letter of credit shall provide that the such Managing Agent may draw thereon for payment of any Investment Loan or Assignment Amount payable by such Alternate Investor Lender which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Stated Maturity Date and shall otherwise be in form and substance acceptable to such Class Managing Agent. If on any date the amount on deposit in the Downgrade Collateral Account or the maximum stated amount under any letter of credit so provided is less than the applicable Alternate Lender’s share of the unused Commitment, upon one (1) Business Day’s notice, such Alternate Lender will pay the amount of such shortfall to the applicable Managing Agent for deposit into the Downgrade Collateral Account or provide a substitute or additional direct pay irrevocable letter of credit to cover such shortfall.

Downgrades Generally. If at any time on or prior to the Commitment Support Termination DateDate for the Bank Purchasers in the Quincy Related Group, the short term debt rating of any Alternate Investor Bank Purchaser shall be “"A-2” ", "P-2" or “P-2” "F-2" from S&P S&P, Moody's or Xxxxx’xFitch, respectively, with negative credit implications, such Alternate InvestorXxxx Xurchaser, upon request of the related Class AgentRelated Administrator, shall, within 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” ", "P-2" or “P-2” "F-2" from S&P S&P, Moody's or Xxxxx’xFitch, respectively, and which shall not be so rated with negative nexxxxxx credit implications and which is acceptable to the related Conduit Investor Quincy and the related Class Agent and subject to Section 3.4Related Administrator). If the short term debt rating of an Alternate Investor Bank Purchaser shall be “"A-3” ", "P-3" or “P-3”"F-3", or lower, from S&P S&P, Moody's or Xxxxx’xFitch, respectively (or such rating shall have been withdrawn by S&P withdrawx xx X&P or Xxxxx’xMoody's), such Alternate InvestorBank Purchaser, upon request of the related Class AgentRelated Administratox, shallxxxxl, 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" or “P-2”"F-2", from S&P S&P, Moody's or Xxxxx’xFitch, respectively, and which shall not be so rated with negative nexxxxxx credit implications and which is acceptable to the related Conduit Investor Quincy and the related Class Agent and subject to Section 3.4Related Administrator). In either such case, if any such Alternate Investor Bank Purchaser shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “"Required Downgrade Assignment Period”"), the related Class Agent Related Administrator on behalf of the related Conduit Investor Quincy shall have the right to require such Alternate Investor Bank Purchaser to pay upon one (1) Business Day’s 's notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor Bank Purchaser hereby agrees in such event to pay within such time) to such Class Agent the Related Administrator an amount equal to such Alternate Investor’s Bank Purchaser's unused Commitment (a “"Downgrade Draw”") for deposit by such Class Agent the Related Administrator into an account, in the name of such Class Agent the Related Administrator (a “"Downgrade Collateral Account”"), which shall be in satisfaction of such Alternate Investor’s Bank Purchaser's obligations to make Investments Purchases and to pay its Assignment Amount upon an assignment from such Conduit Investor Quincy in accordance with Section 3.11.10; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor Bank Purchaser delivers a written notice to such Class Agent the Related Administrator of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor Bank Purchaser will not be required to fund such Downgrade Draw. If any Alternate Investor Bank Purchaser gives the related Class Agent Related Administrator such notice, then such Alternate Investor Bank Purchaser shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Agent the Related Administrator a direct pay irrevocable letter of credit in favor of such Class Agent the Related Administrator in an amount equal to the unused portion of such Alternate Investor’s Bank Purchaser's Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x Moody's are at least equal to the ratings assigned by such statistical rating xxxxxx organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor Quincy and such Class Agentthe Related Administrator. Such letter of credit shall provide that the Agent Related Administrator may draw thereon for payment of any Investment Purchase or Assignment Amount payable by such Alternate Investor Bank Purchaser which is not paid hereunder when required, shall expire no earlier than the Commitment Support Termination Date and shall otherwise be in form and substance acceptable to such Class Agentthe Related Administrator.

Downgrades Generally. If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate Investor, upon request of the related Class Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4Agent). If the short term debt rating of an Alternate Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Investor, upon request of the related 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4Agent). In either such case, if any such Alternate Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent Administrator on behalf of the related Conduit Investor shall have the right to require such Alternate Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor hereby agrees in such event to pay within such time) to such Class the Agent an amount equal to such Alternate Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class the Agent into an account, in the name of such Class the Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Investor’s obligations to make Investments and to pay its Assignment Amount upon an assignment from such the Conduit Investor in accordance with Section 3.1; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor delivers a written notice to such Class the Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor will not be required to fund such Downgrade Draw. If any Alternate Investor gives the related Class Agent such notice, then such Alternate Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class the Agent a direct pay irrevocable letter of credit in favor of such Class the Agent in an amount equal to the unused portion of such Alternate Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such the Conduit Investor and such Class the Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment or Assignment Amount payable by such Alternate Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class the Agent.

Downgrades Generally. If at any time on or prior to the Commitment Facility Termination DateDate for a Conduit Lender, the short term debt rating of any Alternate Investor Committed Lender in such Conduit Lender’s Lender Group shall be “A-2” or “P-2” from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate InvestorCommitted Lender, upon request of the related Class applicable Managing Agent, shall, within thirty (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” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor Lender and the related Class Agent and subject to Section 3.4its Administrator). If the short term debt rating of an Alternate Investor a Committed Lender shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate InvestorCommitted Lender, upon request of the related Class applicable Managing 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related applicable Conduit Investor Lender and the related Class Agent and subject to Section 3.4its Administrator). In either such case, if any such Alternate Investor Committed Lender shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Managing Agent on behalf of the related applicable Conduit Investor Lender shall have the right to require such Alternate Investor Committed Lender to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor Committed Lender hereby agrees in such event to pay within such time) to such Class the related Managing Agent an amount equal to such Alternate InvestorCommitted Lender’s unused Commitment (a “Downgrade Draw”) for deposit by such Class the related Managing Agent into an account, in the name of such Class the related Managing Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate InvestorCommitted Lender’s obligations to make Investments Advances and to pay its Assignment Amount upon an assignment from such a Conduit Investor Lender in accordance with Section 3.113.01; provided, however, provided that if, during the Required Downgrade Assignment Period, such Alternate Investor Committed Lender delivers a written notice to such Class the related Managing Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor Committed Lender will not be required to fund such Downgrade Draw. If any Alternate Investor Committed Lender gives the related Class Managing Agent such notice, then such Alternate Investor Committed Lender shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class the related Managing Agent a direct pay irrevocable letter of credit in favor of such Class the related Managing Agent in an amount equal to the unused portion of such Alternate InvestorCommitted Lender’s Commitment, which letter of credit shall be issued through an a United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the its related Conduit Investor Lender and (ii) that is acceptable to such the applicable Conduit Investor Lender and such Class Agentits Administrator. Such letter of credit shall provide that the related Managing Agent may draw thereon for payment of any Investment Advance or Assignment Amount payable by such Alternate Investor Committed Lender which is not paid hereunder when required, shall expire no earlier than the Commitment related Facility Termination Date and shall otherwise be in form and substance acceptable to such Class the related Managing Agent.

Downgrades Generally. If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor XX XXXX Institutional Lender shall be “A-2” or “P-2” with negative credit implications from S&P or Xxxxx’x, respectively, with negative credit implications, such Alternate InvestorXX XXXX Institutional Lender, upon request of the related Class XX XXXX Lender Agent, shall, within thirty (30) days of such requestrequest and with ten (10) Business Days’ prior notice to (but not consent of) the Borrower, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” or “P-2” from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related XX XXXX Conduit Investor Lender and the related Class Agent and subject to Section 3.4XX XXXX Lender Agent). If the short term debt rating of an Alternate Investor a XX XXXX Institutional Lender shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate InvestorXX XXXX Institutional Lender, upon request of the related Class XX XXXX Lender 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related XX XXXX Conduit Investor Lender and the related Class Agent and subject to Section 3.4XX XXXX Lender Agent). In either such case, if any such Alternate Investor XX XXXX Institutional Lender shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “XX XXXX Required Downgrade Assignment Period”), the related Class XX XXXX Lender Agent on behalf of the related Conduit Investor shall have the right to require such Alternate Investor XX XXXX Institutional Lender to pay upon one (1) Business Day’s notice at any time after the XX XXXX Required Downgrade Assignment Period (and each such Alternate Investor XX XXXX Institutional Lender hereby agrees in such event to pay within such time) to such Class the XX XXXX Lender Agent an amount equal to such Alternate InvestorXX XXXX Institutional Lender’s unused Commitment (a “XX XXXX Downgrade Draw”) for deposit by such Class the XX XXXX Lender Agent into an account, in the name of such Class the XX XXXX Lender Agent (a “XX XXXX Downgrade Collateral Account”), which shall be in satisfaction of such Alternate InvestorXX XXXX Institutional Lender’s obligations to make Investments Advances and to pay its XX XXXX Assignment Amount upon an assignment from such the XX XXXX Conduit Investor Lender in accordance with Section 3.11.1 of this Annex B; provided, however, that if, during the XX XXXX Required Downgrade Assignment Period, such Alternate Investor XX XXXX Institutional Lender delivers a written notice to such Class the XX XXXX Lender Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the XX XXXX Downgrade Draw, then such Alternate Investor XX XXXX Institutional Lender will not be required to fund such XX XXXX Downgrade Draw. If any Alternate Investor XX XXXX Institutional Lender gives the related Class XX XXXX Lender Agent such notice, then such Alternate Investor XX XXXX Institutional Lender shall, within one (1) Business Day after the XX XXXX Required Downgrade Assignment Period, deliver to such Class the XX XXXX Lender Agent a direct pay irrevocable letter of credit in favor of such Class the XX XXXX Lender Agent in an amount equal to the unused portion of such Alternate InvestorXX XXXX Institutional Lender’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of Notes issued by the related Conduit Investor commercial paper conduit providing funding for Advances by XX XXXX Trust under the Agreement and (ii) that is acceptable to such the XX XXXX Conduit Investor Lender and such Class the XX XXXX Lender Agent. Such letter of credit shall provide that the XX XXXX Lender Agent may draw thereon for payment of any Investment Advance or XX XXXX Assignment Amount payable by such Alternate Investor XX XXXX Institutional Lender which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class Agentthe XX XXXX Lender Agent for the XX XXXX Conduit Lender.

Downgrades Generally. If at any time on or prior to the Commitment Termination Expiry Date, the short term debt rating of any Alternate Investor shall be “A-2” or “P-2” "A-l" and "P-l" from S&P or Xxxxx’xand Moody's, respectively, with negative credit implicationsimplications or lower, such Alternate Investor, upon request of the related Class Agent, shall, within 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” or “P-2” "A-1" and "P-l" from S&P or Xxxxx’xand Moody's, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4. If the short term debt rating of an Alternate Investor shall be “A-3” or “P-3”, or lower, from S&P or Xxxxx’x, respectively (or such rating shall have been withdrawn by S&P or Xxxxx’x), such Alternate Investor, upon request of the related 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” or “P-2”, from S&P or Xxxxx’x, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4). In either such case, if any such Alternate Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “"Required Downgrade Assignment Period”"), the related Class Agent Conduit Administrator on behalf of the related Conduit Investor shall have the right to require such Alternate Investor to pay upon one (1) Business Day’s 's notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor hereby agrees in such event to pay within such time) to such Class the Agent an amount equal to such Alternate Investor’s 's unused Commitment (a “"Downgrade Draw”") for deposit by such Class the Agent into an account, in the name of such Class the Agent (a “"Downgrade Collateral Account”"), which shall be in satisfaction of such Alternate Investor’s 's obligations to make Investments advances and to pay its Assignment Amount Purchase Price upon an assignment from such the Conduit Investor in accordance with Section 3.12.07; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor delivers a written notice to such Class the Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor will not be required to fund such Downgrade Draw. If any Alternate Investor gives the related Class Agent such notice, then such Alternate Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class the Agent a direct pay irrevocable letter of credit in favor of such Class the Agent in an amount equal to the unused portion of such Alternate Investor’s 's Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Xxxxx’x Moody's are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such the Conduit Investor and such Class the Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment Variable Funding Advance or Assignment Amount purchase price payable by such Alternate Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Expiry Date and shall otherwise be in form and substance acceptable to such Class the Agent.