Downgrades Securities may not be purchased based on an S&P, Xxxxx’x, Fitch or another NRSRO’s rating where the applicable NRSRO has announced publicly that it is examining the relevant rating for a possible downgrade. The foregoing limitation shall not apply to securities rated A-1+ by S&P. In the event that a security held falls below the minimum guideline as detailed in this paragraph G as a result of being downgraded by an NRSRO, JPMorgan shall notify the Lender and await instructions as to whether the affected security should be sold. In the absence of a contrary instruction, JPMorgan shall take no action in respect of the affected security. In no event shall JPMorgan be liable for any consequences of a rating downgrade, including, but not limited to, retention of the affected security in the absence of a sale instruction from Lender. Lender acknowledges that any loss from a sale shall be for its account.
Upgrading You may request an Upgrade. For purposes of an Upgrade request, each individual who constitutes the Depositor under the agreement for Retail Direct Services is considered a required Signing Officer for purposes of acceptance of the Upgrade, and You agree to ensure that each such individual agrees to the Upgrade and accepts the terms of this Agreement before initiating the Upgrade request. Implementation of an Upgrade is subject to the approval of the Financial Institution. We may rely on Your Upgrade request when evidenced by a single Signing Officer and treat such Upgrade request as binding on You. If We then implement the Upgrade, this Agreement is deemed to be accepted by and binding on You. If multiple individuals constitute the Depositor, this Agreement will be deemed provisionally accepted until all individuals who constitute the Depositor under the agreement for Retail Direct Services provide evidence of their acceptance of this Agreement to the Financial Institution (“Provisionally Accepted”). You agree to ensure that all such individuals provide timely evidence of their acceptance of this Agreement to Us. While this Agreement is Provisionally Accepted, one of the following states will apply: