Common use of Ratings Downgrade Clause in Contracts

Ratings Downgrade. (i) If, as a result of the withdrawal or downgrade of its credit rating by a Rating Agency, Party A does not have any of the following: (a) a long term credit rating of at least AA- by S & P; (b) a short term credit rating of at least A-1+ by S & P; (c) a short term credit rating of at least P-1 by Moody's (d) a long term credit rating of at least A2 by Moody's; (e) a short term credit rating of at least F1 by Fitch; or (f) a long term rating of at least A by Fitch Ratings, (and in the case of a downgrade by Moody's or Xxxxx Ratings, such a downgrade would, except for this clause adversely affect the rating of the relevant securities), Party A shall: (A) within 30 Business Days (or within such greater period as is agreed to in writing by the relevant Rating Agency) of a downgrade of its long term credit rating by S&P to not lower than A- together with a downgrade of its short term credit rating by S&P to not lower than A-1, or the downgrade of its long term credit rating by Moody's to not lower than A3, or a downgrade of its long term credit rating by Fitch Ratings to not lower than A together with a downgrade of its short-term credit rating by Fitch Ratings to not lower than F1, comply with sub-clause (i)(C) or (i)(D) below; or (B) within 5 Business Days (or within such greater period as is agreed to in writing by the relevant Rating Agency) of any other such withdrawal or downgrade of Party A's short term or long term credit rating by the relevant Rating Agency not already covered in sub-clause (i)(A) above, comply with sub-clauses (i)(C) or (i)(D) below provided that paragraph (i)(C)(i) will not apply where the long term credit rating falls to BBB+ (or less) by Fitch Ratings and the short term credit rating falls to F2 (or less) by Fitch Ratings, (C) (i) In respect of each Transaction, lodge cash collateral (the "Cash Collateral") with an Approved Bank to the account of Party B (to be used by Party B solely for the purpose of discharging Party A's obligations under the relevant Transaction) in an amount equivalent to the Cash Collateral Amount as defined in sub-clause (ii)(A) below. If on the last Local Business Day in any subsequent week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged pursuant to this sub-clause falls below the required Cash Collateral Amount (such shortfall value hereinafter referred to as the "Shortfall"), Party A shall (on demand) provide such further Cash Collateral to Party B equal to the Shortfall. Any interest earned on the Cash Collateral shall accrue to Party A and will constitute additional Cash Collateral lodged by Party A (and must be returned to Party A in accordance with sub-clauses (i)(C)(ii) & (iii) below. Party A will pay any costs associated with lodgment of the Cash Collateral; (ii) if on the last Local Business Day in any week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) exceeds the required Cash Collateral Amount (as determined pursuant to sub-clause (ii)(A) below) (such excess value hereinafter referred to as the "Excess Collateral"), Party A may give notice thereof to Party B requiring the return of the Excess Collateral. Party B must repay such Excess Collateral to Party A within three Local Business Days of receipt of such notice; (iii) upon the occurrence of any of the following: (a) the subsequent upgrade of : (i) either Party A's long term credit rating by S&P to at least AA- or its short term credit rating by S&P to at least A-1+ ; and (ii) the upgrade of its long term credit rating by Xxxxx'x to at least A2 and short term credit rating to at least P-1 by Xxxxx'x and an upgrade of its long term credit rating by Fitch Ratings to at least A and short-term credit rating to at least F1; or (b) the termination, cessation or conclusion of the relevant Transaction to which it relates, Party A may give notice thereof to Party B requiring the return of any Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) and not previously returned to Party A pursuant to sub-clause (i)(C)(ii) above. Party B must, with the approval of the Rating Agencies (such approval not to be unreasonably withheld), repay all such Cash Collateral to Party A within three Local Business Days of receipt of such notice from Party A.

Ratings Downgrade. (i) If, as a result of the withdrawal or downgrade of its credit rating by a Designated Rating Agency, Party A does not have any of the following:has:- (aA) a long term credit rating of at least less than AA- by S & P; (b) S&P and a short term credit rating of at least less than A-1+ by S & P;S&P; or (c) a short term credit rating of at least P-1 by Moody's (dB) a long term credit rating of at least less than A2 by Moody's; (e) 's or a short term credit rating of at least F1 less than P-1 by FitchMoody's; or (fC) a long term rating of at least less than A by Fitch Ratingsand a short term credit rating of less than F1 by Fitch, (and and, in the case of a downgrade by Moody's or Xxxxx RatingsFitch, such a withdrawal or downgrade would, except for this clause Section adversely affect the rating of the relevant securitiesNotes), Party A shallshall within: (AD) within 30 Business Days (or within such greater period as is agreed to in writing by the relevant Rating Agency) of a downgrade of its long term credit rating by S&P to not lower than A- together with a downgrade of its short term credit rating by S&P to not lower than A-1, or the downgrade of its long term credit rating by Moody's to not lower than A3, or a downgrade of its short term credit rating by Fitch to not lower than F2; or (E) 5 Business Days of any other such withdrawal or downgrade and for the avoidance of doubt, if Party A's long term credit rating by Fitch Ratings to S&P is not lower than A together with a downgrade of its short-A- and Party A's short term credit rating by S&P is not lower than A-1, and Party A's long term credit rating by Xxxxx'x is not lower than A3, and Party A's short term credit rating by Fitch Ratings to is not lower than F1F2, comply with sub-clause then paragraph (i)(CD) or above shall apply and not this paragraph (i)(D) below; E), (or (B) within 5 Business Days (or within , in either case, such greater period as is agreed to in writing by the relevant Designated Rating Agency) at its cost alone and at its election: (F) (in the case of any other such withdrawal or downgrade of Party A's short term or long term credit rating by the relevant Rating Agency not already covered in sub-clause (i)(A) above, comply with sub-clauses (i)(C) or paragraph (i)(D) below provided only) lodge collateral pursuant to the terms of the Credit Support Annex that paragraph (i)(C)(i) will not apply where the long term credit rating falls to BBB+ (or less) by Fitch Ratings and the short term credit rating falls to F2 (or less) by Fitch Ratings,forms part of this Agreement: (C) (i) In respect of each Transactionwhere that collateral is cash, lodge cash collateral (the "Cash Collateral") with an Approved Bank to the account Swap Collateral Account; or (ii) where that collateral is securities, to the [Trustee] and provided S&P and Fitch has affirmed the rating on the notes after reviewing the collateral to be lodged; or (G) at the cost of Party B (to be used by Party B solely A or in return for the purpose of discharging Party A's obligations under the relevant Transaction) in an amount equivalent to the Cash Collateral Amount as defined in sub-clause (ii)(A) below. If on the last Local Business Day in any subsequent week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged pursuant to this sub-clause falls below the required Cash Collateral Amount (such shortfall value hereinafter referred to as the "Shortfall"), Party A shall (on demand) provide such further Cash Collateral to Party B equal to the Shortfall. Any interest earned on the Cash Collateral shall accrue to Party A and will constitute additional Cash Collateral lodged by Party A (and must be returned monies payable to Party A in accordance with sub-clauses (i)(C)(ii) & (iii) below. Party A will pay any costs associated with lodgment Clause 5.21 of the Cash Collateral;Supplementary Terms Notice (as the case may be), enter into an agreement novating this Agreement to a replacement counterparty proposed by any of Party A, Party B or the Manager (if any) and in respect of which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any credit rating, assigned by it, to the Notes; or (H) enter into such other arrangements which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any credit rating assigned by it to the Notes. (ii) if on the last Local Business Day Where Party A procures a replacement counterparty in any week during the life of accordance with Section 18(i)(G) above, each party to this Agreement shall do all things reasonably necessary to novate the relevant Transaction rights and obligations to the aggregate value of the Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) exceeds the required Cash Collateral Amount (as determined pursuant to sub-clause (ii)(A) below) (such excess value hereinafter referred to as the "Excess Collateral"), Party A may give notice thereof to Party B requiring the return of the Excess Collateral. Party B must repay such Excess Collateral to Party A within three Local Business Days of receipt of such notice;replacement counterparty. (iii) upon For the occurrence purposes of any this Section 18, SWAP COLLATERAL ACCOUNT means an account established by Party B with an Approved Bank outside Australia Please confirm your agreement to the terms of the following: foregoing Schedule by signing below. JPMORGAN CHASE BANK PERPETUAL TRUSTEES CONSOLIDATED LIMITED as trustee of Crusade Global Trust No. 2 of 2003 By: By: ------------------------------------ --------------------------------------- Name: Name: Title: Title: CRUSADE MANAGEMENT LIMITED By: ------------------------------------ Name: Title: CREDIT SUPPORT ANNEX to the Schedule to the ISDA Master Agreement dated as of between JPMorgan Chase Bank (a) the subsequent upgrade of : (i) either "Party A's long term credit rating by S&P to at least AA- or ") and Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) in its short term credit rating by S&P to at least A-1+ ; and (ii) the upgrade of its long term credit rating by Xxxxx'x to at least A2 and short term credit rating to at least P-1 by Xxxxx'x and an upgrade of its long term credit rating by Fitch Ratings to at least A and short-term credit rating to at least F1; or (b) the termination, cessation or conclusion capacity as trustee of the relevant Transaction to which it relates, Crusade Global Trust No. 2 of 2003 ("Party A may give notice thereof to Party B requiring the return of any Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash CollateralB") and not previously returned to Party A pursuant to sub-clause Crusade Management Limited (i)(C)(iiABN 90 072 715 916) above. Party B must, with the approval of the Rating Agencies (such approval not to be unreasonably withheld"Manager"), repay all such Cash Collateral to Party A within three Local Business Days of receipt of such notice from Party A.

Ratings Downgrade. (i) If, as a result of the withdrawal or downgrade of its credit rating by a Designated Rating Agency, Party A does not have any of the following:has:- (aA) a long term credit rating of at least less than AA- by S & P; (b) S&P and a short term credit rating of at least less than A-1+ by S & P;S&P; or (c) a short term credit rating of at least P-1 by Moody's (dB) a long term credit rating of at least less than A2 by Moody's; (e) 's or a short term credit rating of at least F1 less than P-1 by FitchMoody's; or (fC) a long term rating of at least A by Fitch Ratings, (and in the case of a downgrade by Moody's or Xxxxx Ratings, such a downgrade would, except for this clause adversely affect the rating of the relevant securities), Party A shall: (A) within 30 Business Days (or within such greater period as is agreed to in writing by the relevant Rating Agency) of a downgrade of its long term credit rating by S&P to not lower than A- together with a downgrade of its short term credit rating by S&P to not lower than A-1, or the downgrade of its long term credit rating by Moody's to not lower than A3; or (D) 5 Business Days of any other such withdrawal or downgrade and for the avoidance of doubt, or a downgrade of its if Party A's long term credit rating by Fitch Ratings to S&P is not lower than A together with a downgrade of its short-A- and Party A's short term credit rating by Fitch Ratings to S&P is not lower than F1A-1, comply with sub-clause and Party A's long term credit rating by Xxxxx'x is not lower than A3, then paragraph (i)(CC) or above shall apply and not this paragraph (i)(D) below; D), (or (B) within 5 Business Days (or within , in either case, such greater period as is agreed to in writing by the relevant Designated Rating Agency) at its cost alone and at its election: (E) (in the case of any other such withdrawal or downgrade of Party A's short term or long term credit rating by the relevant Rating Agency not already covered in sub-clause (i)(A) above, comply with sub-clauses paragraph (i)(C) or (i)(Donly) below provided lodge collateral pursuant to the terms of the Credit Support Annex that paragraph (i)(C)(i) will not apply where the long term credit rating falls to BBB+ (or less) by Fitch Ratings and the short term credit rating falls to F2 (or less) by Fitch Ratings,forms part of this Agreement: (C) (i) In respect of each Transactionwhere that collateral is cash, lodge cash collateral (the "Cash Collateral") with an Approved Bank to the account Swap Collateral Account; or (ii) where that collateral is securities, to the Trustee. and provided each Designated Rating Agency have affirmed the rating on the Class A-1 Notes after reviewing the collateral to be lodged; or (F) at the cost of Party B (to be used by Party B solely A or in return for the purpose of discharging Party A's obligations under the relevant Transaction) in an amount equivalent to the Cash Collateral Amount as defined in sub-clause (ii)(A) below. If on the last Local Business Day in any subsequent week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged pursuant to this sub-clause falls below the required Cash Collateral Amount (such shortfall value hereinafter referred to as the "Shortfall"), Party A shall (on demand) provide such further Cash Collateral to Party B equal to the Shortfall. Any interest earned on the Cash Collateral shall accrue to Party A and will constitute additional Cash Collateral lodged by Party A (and must be returned monies payable to Party A in accordance with sub-clauses (i)(C)(ii) & (iii) below. Party A will pay any costs associated with lodgment Clause 5.21 of the Cash Collateral;Supplementary Terms Notice (as the case may be), enter into an agreement novating this Agreement to a replacement counterparty proposed by any of Party A, Party B or the Manager (if any) and in respect of which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any credit rating, assigned by it, to the Class A-1 Notes; or (G) enter into such other arrangements which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any credit rating assigned by it to the Class A-1 Notes. (ii) if on the last Local Business Day Where Party A procures a replacement counterparty in any week during the life of accordance with Section 18(i)(F) above, each party to this Agreement shall do all things reasonably necessary to novate the relevant Transaction rights and obligations to the aggregate value of the Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) exceeds the required Cash Collateral Amount (as determined pursuant to sub-clause (ii)(A) below) (such excess value hereinafter referred to as the "Excess Collateral"), Party A may give notice thereof to Party B requiring the return of the Excess Collateral. Party B must repay such Excess Collateral to Party A within three Local Business Days of receipt of such notice;replacement counterparty. (iii) upon For the occurrence purposes of this Section 18, SWAP COLLATERAL ACCOUNT means an account established by Party B with an Approved Bank outside Australia (21) EXCHANGE CONTROLS Section 5(b)(i) (ILLEGALITY) is amended by adding the following paragraph at the end:- "This sub-paragraph (i) does not apply to the imposition by the Australian government or any agency of the Australian government of any exchange control restrictions or prohibitions ("EXCHANGE CONTROLS")." For the avoidance of the followingdoubt: (aA) the subsequent upgrade exchange controls do not constitute an Illegality or other Termination Event or an Event of :Default under this Agreement, and do not entitle a party to terminate a Transaction or otherwise refuse to make any payments it is obliged to make under a Transaction: and (iB) either if and for so long as exchange controls are imposed, delivery by Party B of Australian dollar amounts required to be paid by it under any relevant Confirmation to the bank account in Australia notified in writing by Party A to Party B from time to time specified in that Confirmation will constitute proper payment of those amounts by Party B and Party A's long term credit rating obligations under this Agreement will be unaffected by S&P to at least AA- or its short term credit rating by S&P to at least A-1+ ; andany such exchange controls." (ii22) the upgrade of its long term credit rating by Xxxxx'x to at least A2 and short term credit rating to at least P-1 by Xxxxx'x and an upgrade of its long term credit rating by Fitch Ratings to at least A and short-term credit rating to at least F1; or (b) the termination, cessation or conclusion of the relevant Transaction to which it relates, Party A may give notice thereof to Party B requiring the return of any Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) and not previously returned to Party A pursuant to sub-clause (i)(C)(ii) abovePARTY B'S PAYMENT INSTRUCTIONS. Party B must, with the approval of the Rating Agencies (such approval not to be unreasonably withheld), repay all such Cash Collateral to irrevocably authorises and instructs Party A within three Local Business Days of receipt of such notice from Party A.to make payment of:

Ratings Downgrade. (i) If, as a result of the withdrawal or downgrade of its credit rating by a Designated Rating Agency, Party A does not have any of the following: (a) either a long term credit rating of at least AA- by S & P; (b) S&P or a short term credit rating of at least A-1+ by S & P; (c) a short term credit rating of at least P-1 by Moody's (d) S&P, and a long term credit rating of at least A2 by Moody's; (e) a short term credit rating of at least F1 by Fitch; or (f) Xxxxx'x or a long term rating of at least A AA- by Fitch Ratings(and, (and in the case of a downgrade by Moody's Xxxxx'x or Xxxxx RatingsFitch, such a downgrade would, except for this clause adversely affect the rating of the relevant securitiesNotes), Party A shallshall within: (A) within 30 Business Days (or within such greater period as is agreed to in writing by the relevant Rating Agency) of a downgrade of its long term credit rating by S&P to not lower than A- together with a downgrade of its short term credit rating by S&P to not lower than A-1, or the downgrade of its long term credit rating by Moody's Xxxxx'x to not lower than A3, or a downgrade of its long term credit rating by Fitch Ratings IBCA to not lower than A together with a A-; (B) 5 Business Days of any other such withdrawal or downgrade and for the avoidance of doubt, if Party A's long term credit rating by S&P is not lower than A- and Party A's short term credit rating by S&P is not lower than A-1, and in each case Party A's long term credit rating by Xxxxx'x is not lower than A3 and its short-long term credit rating by Fitch Ratings to IBCA is not lower than F1, comply with sub-clause A- then paragraph (i)(CA) or (i)(D) below; or above shall apply and not this paragraph (B) within 5 Business Days ), (or within or, in either case, such greater period as is agreed to in writing by the relevant Designated Rating Agency) of any other such withdrawal or downgrade of Party A's short term or long term credit rating by the relevant Rating Agency not already covered in sub-clause (i)(A) above, comply with sub-clauses (i)(C) or (i)(D) below provided that paragraph (i)(C)(i) will not apply where the long term credit rating falls to BBB+ (or less) by Fitch Ratings at its cost alone and the short term credit rating falls to F2 (or less) by Fitch Ratings,at its election: (C) (iin the case of paragraph (i)(A) In respect of each Transaction, only) lodge cash collateral in US$ in the Swap Collateral Account (the "Cash Collateral") with an Approved Bank to the account of Party B (to be used by Party B solely for the purpose of discharging Party A's obligations under the relevant Transactionas defined below) in an amount equivalent to the Cash Collateral Amount as defined in sub-clause Section (ii)(A19)(v)(A) below. If on the last Local Business Day in any subsequent week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged pursuant to this sub-clause falls below the required Cash Collateral Amount (such shortfall value hereinafter referred to as the "Shortfall"), Party A shall (on demand) provide such further Cash Collateral to Party B equal to the Shortfall. Any interest earned on the Cash Collateral shall accrue it is payable to Party A and will constitute additional Cash Collateral lodged by Party A (and must be returned to Party A in accordance with sub-clauses (i)(C)(ii) & (iii) below. A. Party A will pay any costs associated with lodgment of the Cash Collateral; (ii) if on the last Local Business Day in any week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) exceeds the required Cash Collateral Amount (as determined pursuant to sub-clause (ii)(A) below) (such excess value hereinafter referred to as the "Excess Collateral"), Party A may give notice thereof to Party B requiring the return of the Excess Collateral. Party B must repay such Excess Collateral to Party A within three Local Business Days of receipt of such notice; (iii) upon the occurrence of any of the following: (a) the subsequent upgrade of : (i) either Party A's long term credit rating by S&P to at least AA- or its short term credit rating by S&P to at least A-1+ ; and (ii) the upgrade of its long term credit rating by Xxxxx'x to at least A2 and short term credit rating to at least P-1 by Xxxxx'x and an upgrade of its long term credit rating by Fitch Ratings to at least A and short-term credit rating to at least F1collateral; or (bD) at the terminationcost of Party A, cessation or conclusion enter into an agreement novating this Agreement to a replacement counterparty proposed by any of the relevant Transaction to which it relatesParty A, Party A may give notice thereof to Party B requiring B, DLJ or the return Manager (if any) and approved by DLJ and in respect of which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any Cash Collateral lodged credit rating, assigned by Party A pursuant it, to sub-clause the Notes; or (i)(C)(iE) above (including enter into such other arrangements which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any interest earned on credit rating assigned by it to the Cash Collateral) and not previously returned to Party A pursuant to sub-clause (i)(C)(ii) above. Party B must, with the approval of the Rating Agencies (such approval not to be unreasonably withheld), repay all such Cash Collateral to Party A within three Local Business Days of receipt of such notice from Party A.Notes.

Ratings Downgrade. (i) If, as a result of the withdrawal or downgrade of its credit rating by a Designated Rating Agency, Party A does not have any of the following:has:- (aA) a long term credit rating of at least less than AA- by S & P;S&P and a short term credit rating of less than A-1+ by S&P; or (bB) a long term credit rating of less than A2 by Moody's and a short term credit rating of less than P-1 by Moody's; or (C) a long term rating of less than AA- by Fitch and a short term credit rating of at least A-1F1+ by S & P; (c) a short term credit rating of at least P-1 by Moody's (d) a long term credit rating of at least A2 by Moody's; (e) a short term credit rating of at least F1 by Fitch; or (f) a long term rating of at least A by Fitch Ratings, (and and, in the case of a downgrade by Moody's or Xxxxx RatingsFitch, such a withdrawal or downgrade would, except for this clause Section adversely affect the rating of the relevant securitiesNotes), Party A shallshall within: (AD) within 30 Business Days (or within such greater period as is agreed to in writing by the relevant Rating Agency) of a downgrade of its long term credit rating by S&P to not lower than A- together with a downgrade of its short term credit rating by S&P to not lower than A-1, or the downgrade of its long term credit rating by Moody's to not lower than A3, or a downgrade of its long term credit rating by Fitch Ratings to not lower than A A- together with a downgrade of its short-short term credit rating by Fitch Ratings to not lower than F1, comply with sub-clause (i)(C) or (i)(D) below; or (BE) within 5 Business Days of any other such withdrawal or downgrade and for the avoidance of doubt, if Party A's long term credit rating by S&P is not lower than A- and Party A's short term credit rating by S&P is not lower than A-1, and Party A's long term credit rating by Xxxxx'x is not lower than A3, and Party A's long term credit rating by Fitch is not lower than A- and Party A's short term credit rating by Fitch is not lower than F1, then paragraph (or within D) above shall apply and not this paragraph (E), (or, in either case, such greater period as is agreed to in writing by the relevant Designated Rating Agency) at its cost alone and at its election: (F) (in the case of any other such withdrawal or downgrade of Party A's short term or long term credit rating by the relevant Rating Agency not already covered in sub-clause (i)(A) above, comply with sub-clauses (i)(C) or paragraph (i)(D) below provided that paragraph (i)(C)(ionly) will not apply where the long term credit rating falls to BBB+ (or less) by Fitch Ratings and the short term credit rating falls to F2 (or less) by Fitch Ratings, (C) (i) In respect of each Transaction, lodge cash collateral in US$ in the Swap Collateral Account (the "Cash Collateral"as defined in paragraph (v)(C) with an Approved Bank to the account of Party B (to be used by Party B solely for the purpose of discharging Party A's obligations under the relevant Transactionbelow) in an amount equivalent to the Cash Collateral Amount as defined in sub-clause Section (ii)(A19)(v)(A) below. If on the last Local Business Day in any subsequent week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged pursuant to this sub-clause falls below the required Cash Collateral Amount (such shortfall value hereinafter referred to as the "Shortfall"), Party A shall (on demand) provide such further Cash Collateral to Party B equal to the Shortfall. Any interest earned on the Cash Collateral shall accrue it is payable to Party A and will constitute additional Cash Collateral lodged by Party A (and must be returned to Party A in accordance with sub-clauses (i)(C)(ii) & (iii) below. A. Party A will pay any costs associated with lodgment of the Cash Collateral; (ii) if on the last Local Business Day in any week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) exceeds the required Cash Collateral Amount (as determined pursuant to sub-clause (ii)(A) below) (such excess value hereinafter referred to as the "Excess Collateral"), Party A may give notice thereof to Party B requiring the return of the Excess Collateral. Party B must repay such Excess Collateral to Party A within three Local Business Days of receipt of such notice; (iii) upon the occurrence of any of the following: (a) the subsequent upgrade of : (i) either Party A's long term credit rating by S&P to at least AA- or its short term credit rating by S&P to at least A-1+ ; and (ii) the upgrade of its long term credit rating by Xxxxx'x to at least A2 and short term credit rating to at least P-1 by Xxxxx'x and an upgrade of its long term credit rating by Fitch Ratings to at least A and short-term credit rating to at least F1collateral; or (bG) at the termination, cessation or conclusion cost of the relevant Transaction to which it relates, Party A may give notice thereof to Party B requiring the or in return of for any Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) and not previously returned monies payable to Party A pursuant to sub-clause (i)(C)(ii) above. Party B must, in accordance with the approval Clause 5.21 of the Rating Agencies Supplementary Terms Notice (such approval not to be unreasonably withheldas the case may be), repay all enter into an agreement novating this Agreement to a replacement counterparty proposed by any of Party A, Party B, DLJ or the Manager (if any) and approved by DLJ and in respect of which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any credit rating, assigned by it, to the Notes; or (H) enter into such Cash Collateral other arrangements which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any credit rating assigned by it to Party A within three Local Business Days of receipt of such notice from Party A.the Notes.

Ratings Downgrade. (i) If, as a result of the withdrawal or downgrade of its credit rating by a Designated Rating Agency, Party A does not have any of the following:has:- (aA) a long term credit rating of at least less than AA- by S & P;S&P and a short term credit rating of less than A-1+ by S&P; or (bB) a long term credit rating of less than A2 by Moody's and a short term credit rating of less than P-1 by Moody's; or (C) a long term rating of less than AA- by Fitch and a short term credit rating of at least A-1F1+ by S & P; (c) a short term credit rating of at least P-1 by Moody's (d) a long term credit rating of at least A2 by Moody's; (e) a short term credit rating of at least F1 by Fitch; or (f) a long term rating of at least A by Fitch Ratings, (and and, in the case of a downgrade by Moody's or Xxxxx RatingsFitch, such a withdrawal or downgrade would, except for this clause Section adversely affect the rating of the relevant securitiesNotes), Party A shallshall within: (AD) within 30 Business Days (or within such greater period as is agreed to in writing by the relevant Rating Agency) of a downgrade of its long term credit rating by S&P to not lower than A- together with a downgrade of its short term credit rating by S&P to not lower than A-1, or the downgrade of its long term credit rating by Moody's to not lower than A3, or a downgrade of its long term credit rating by Fitch Ratings to not lower than A A- together with a downgrade of its short-short term credit rating by Fitch Ratings to not lower than F1, comply with sub-clause (i)(C) or (i)(D) below; or (BE) within 5 Business Days of any other such withdrawal or downgrade and for the avoidance of doubt, if Party A's long term credit rating by S&P is not lower than A- and Party A's short term credit rating by S&P is not lower than A-1, and Party A's long term credit rating by Xxxxx'x is not lower than A3, and Party A's long term credit rating by Fitch is not lower than A- and Party A's short term credit rating by Fitch is not lower than F1, then paragraph (or within D) above shall apply and not this paragraph (E), (or, in either case, such greater period as is agreed to in writing by the relevant Designated Rating Agency) at its cost alone and at its election: (F) (in the case of any other such withdrawal or downgrade of Party A's short term or long term credit rating by the relevant Rating Agency not already covered in sub-clause (i)(A) above, comply with sub-clauses (i)(C) or paragraph (i)(D) below provided that paragraph (i)(C)(ionly) will not apply where the long term credit rating falls to BBB+ (or less) by Fitch Ratings and the short term credit rating falls to F2 (or less) by Fitch Ratings, (C) (i) In respect of each Transaction, lodge cash collateral in US$ in the Swap Collateral Account (the "Cash Collateral"as defined in paragraph (v)(C) with an Approved Bank to the account of Party B (to be used by Party B solely for the purpose of discharging Party A's obligations under the relevant Transactionbelow) in an amount equivalent to the Cash Collateral Amount as defined in sub-clause Section (ii)(A18)(v)(A) below. If on the last Local Business Day in any subsequent week during the life of the relevant Transaction the aggregate value of the Cash Collateral lodged pursuant to this sub-clause falls below the required Cash Collateral Amount (such shortfall value hereinafter referred to as the "Shortfall"), Party A shall (on demand) provide such further Cash Collateral to Party B equal to the Shortfall. Any interest earned on the Cash Collateral shall accrue it is payable to Party A and will constitute additional Cash Collateral lodged by Party A (and must be returned to Party A in accordance with sub-clauses (i)(C)(ii) & (iii) below. A. Party A will pay any costs associated with lodgment of the Cash Collateral;collateral; or (G) at the cost of Party A or in return for any monies payable to Party A in accordance with Clause 5.21 of the Supplementary Terms Notice (as the case may be), enter into an agreement novating this Agreement to a replacement counterparty proposed by any of Party A, Party B or the Manager (if any) and in respect of which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any credit rating, assigned by it, to the Notes; or (H) enter into such other arrangements which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any credit rating assigned by it to the Notes. (ii) if on the last Local Business Day Where Party A procures a replacement counterparty in any week during the life of accordance with Section 18(i)(G) above, each party to this Agreement shall do all things reasonably necessary to novate the relevant Transaction rights and obligations to the aggregate value of the Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) exceeds the required Cash Collateral Amount (as determined pursuant to sub-clause (ii)(A) below) (such excess value hereinafter referred to as the "Excess Collateral"), Party A may give notice thereof to Party B requiring the return of the Excess Collateral. Party B must repay such Excess Collateral to Party A within three Local Business Days of receipt of such notice;replacement counterparty. (iii) upon Where Party B has not established a Swap Collateral Account and Party A is required to deposit monies into a Swap Collateral Account, the occurrence Manager must direct Party B to establish, as soon as is practicable, and maintain, in the name of Party B a Swap Collateral Account. (iv) Party B may only make withdrawals from the Swap Collateral Account if directed to do so by the Manager and then only for the purpose of: (A) novating obligations under this Agreement in accordance with Section 18(i)(G) above or entering into any other arrangement in accordance with Section 18(i)(H) above; (B) refunding to Party A the amount of any reduction in the Swap Collateral Amount, from time to time and providing the Designated Rating Agencies have confirmed, in writing, that such refund will not result in a withdrawal or downgrade of any credit rating assigned by it to the Notes; (C) withdrawing any amount which has been incorrectly deposited into the Swap Collateral Account; (D) paying financial institutions duty, bank accounts debit tax or other equivalent Taxes payable in respect of the Swap Collateral Account; or (E) funding the amount of any payment due to be made by Party A under this Agreement following the failure by Party A to make that payment. (v) For the purpose of Sections 18 and 19: (A) the CASH COLLATERAL AMOUNT shall be an amount equal to the greater of the following: (a1) the subsequent upgrade of : (i) either Party A's long term credit rating by S&P to at least AA- or its short term credit rating by S&P to at least A-1+ ; and (ii) the upgrade of its long term credit rating by Xxxxx'x to at least A2 and short term credit rating to at least P-1 by Xxxxx'x and an upgrade of its long term credit rating by Fitch Ratings to at least A and short-term credit rating to at least F1; or (b) the termination, cessation or conclusion of the relevant Transaction to which it relates, Party A may give notice thereof to Party B requiring the return of any Cash Collateral lodged by Party A pursuant to sub-clause (i)(C)(i) above (including any interest earned on the Cash Collateral) and not previously returned to Party A pursuant to sub-clause (i)(C)(ii) above. Party B must, with the approval of the Rating Agencies (such approval not to be unreasonably withheld), repay all such Cash Collateral to Party A within three Local Business Days of receipt of such notice from Party A.zero;