Common use of Moody’s Downgrade Clause in Contracts

Moody’s Downgrade. In the event that the Joint Probability is reduced below Aa3, in the case of Moody’s, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in a Moody’s Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the “Replacement Offsetting Counterparty”), in either case on terms approved by Moody’s; or (2) post collateral pursuant to the ISDA Credit Support Annex (“CSA”) hereto, obtain an Eligible Guarantee; or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A3, in the case of Moody’s, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in a Moody’s Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder.

Moody’s Downgrade. In If the event that Counterparty (or another Relevant Entity) fails to satisfy the Joint Probability is reduced below Aa3, in the case of Moody’s’s First Trigger Required Ratings, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unlessshall, within thirty (30) days 30 Local Business Days after such reduction, the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days occurrence of such reductionevent, with at the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint ProbabilityCounterparty’s sole expense, either: (1) (x) obtain a Substitute Swap Provider acceptable to the Trust, Trust such acceptance to be deemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided ) and satisfy the Rating Agency Condition. Upon any such replacement would result in of this Transaction with a Moody’s Joint Probability of at least Aa3, except that such Substitute Swap Provider Provider, any and all collateral posted by the Counterparty shall thenceforth be the “Counterparty” hereunder; returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or (yother guarantee) replace, with the consent provided by or on behalf of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the “Replacement Offsetting Counterparty”), in either case on terms approved by Moody’sterminate; or (2) post collateral pursuant to for the ISDA benefit of the Trust in accordance with the Credit Support Annex hereto (“CSA”) hereto, obtain an Eligible Guarantee); or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transactionobtain an Eligible Guarantee. Notwithstanding the foregoing, in if the event that Counterparty (or another Relevant Entity) fails to satisfy the Joint Probability is reduced below A3Moody’s Second Trigger Required Ratings, in the case of Moody’s, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty GMAC of such event and (unlessshall, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days 30 Local Business Days of such reductionevent, with at the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint ProbabilityCounterparty’s sole expense, either (a) obtain a Substitute Swap Provider acceptable as described in clause (3) above and satisfy the Rating Agency Condition, or (b) obtain an Eligible Guarantee. Following notice to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides Trust and before obtaining a basis for objection to such Substitute Swap Provider within two (2) Business Days or an Eligible Guarantee, the Counterparty shall also post collateral pursuant to the terms of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing CSA until it is replaced by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in a Moody’s Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunderor provides an Eligible Guarantee.

Moody’s Downgrade. In If the event that Counterparty (or another Relevant Entity) fails to satisfy the Joint Probability is reduced below Aa3, in the case of Moody’s’s First Trigger Required Ratings, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unlessshall, within thirty (30) days 30 Local Business Days after such reduction, the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days occurrence of such reductionevent, with at the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint ProbabilityCounterparty’s sole expense, either: (1) (x) obtain a Substitute Swap Provider acceptable to the Trust, Trust such acceptance to be deemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided ) and satisfy the Rating Agency Condition. Upon any such replacement would result in of this Transaction with a Moody’s Joint Probability of at least Aa3, except that such Substitute Swap Provider Provider, any and all collateral posted by the Counterparty shall thenceforth be the “Counterparty” hereunder; returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or (yother guarantee) replace, with the consent provided by or on behalf of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the “Replacement Offsetting Counterparty”), in either case on terms approved by Moody’sterminate; or (2) post collateral pursuant to for the ISDA benefit of the Trust in accordance with the Credit Support Annex hereto (“ CSA “CSA”) hereto, obtain an Eligible Guarantee); or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transactionobtain an Eligible Guarantee. Notwithstanding the foregoing, in if the event that Counterparty (or another Relevant Entity) fails to satisfy the Joint Probability is reduced below A3Moody’s Second Trigger Required Ratings, in the case of Moody’s, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty GMAC of such event and (unlessshall, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days 30 Local Business Days of such reductionfailure to satisfy the Moody’s Second Trigger Required Ratings, with at the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint ProbabilityCounterparty’s sole expense, either (a) obtain a Substitute Swap Provider acceptable as described in clause (1) above and satisfy the Rating Agency Condition, or (b) obtain an Eligible Guarantee. Following notice to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides Trust and before obtaining a basis for objection to such Substitute Swap Provider within two (2) Business Days or an Eligible Guarantee, the Counterparty shall also post collateral pursuant to the terms of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing CSA until it is replaced by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in a Moody’s Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunderor provides an Eligible Guarantee.

Moody’s Downgrade. In If the event that Counterparty (or another Relevant Entity) fails to satisfy the Joint Probability is reduced below Aa3, in the case of Moody’s’s First Trigger Required Ratings, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unlessshall, within thirty (30) days 30 Local Business Days after such reduction, the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days occurrence of such reductionevent, with at the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint ProbabilityCounterparty’s sole expense, either: (1) (x) obtain a Substitute Swap Provider acceptable to the Trust, Trust such acceptance to be deemed to exist unless the Indenture Trustee provides a reasonable basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided ) and satisfy the Rating Agency Condition. Upon any such replacement would result in of this Transaction with a Moody’s Joint Probability of at least Aa3, except that such Substitute Swap Provider Provider, any and all collateral posted by the Counterparty shall thenceforth be the “Counterparty” hereunder; returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or (yother guarantee) replace, with the consent provided by or on behalf of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the “Replacement Offsetting Counterparty”), in either case on terms approved by Moody’sterminate; or (2) post collateral pursuant to for the ISDA benefit of the Trust in accordance with the Credit Support Annex hereto (“CSA”) hereto, obtain an Eligible Guarantee); or (3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transactionobtain an Eligible Guarantee. Notwithstanding the foregoing, in if the event that Counterparty (or another Relevant Entity) fails to satisfy the Joint Probability is reduced below A3Moody’s Second Trigger Required Ratings, in the case of Moody’s, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty GMAC of such event and (unlessshall, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed in writing the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall at its own cost within thirty (30) days 30 Local Business Days of such reductionfailure to satisfy the Moody’s Second Trigger Required Ratings, with at the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability as a direct result of the reduction of such Joint ProbabilityCounterparty’s sole expense, either (a) obtain a Substitute Swap Provider acceptable as described in clause (1) above and satisfy the Rating Agency Condition, or (b) obtain an Eligible Guarantee. Following notice to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides Trust and before obtaining a basis for objection to such Substitute Swap Provider within two (2) Business Days or an Eligible Guarantee, the Counterparty shall also post collateral pursuant to the terms of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing CSA until it is replaced by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in a Moody’s Joint Probability of at least Aa3, except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunderor provides an Eligible Guarantee.