Common use of Ratings Downgrade Clause in Contracts

Ratings Downgrade. Failure by Party A to take any action required under the ratings downgrade provisions set forth below, unless Rating Agency Confirmation (as defined in the Pooling and Servicing Agreement) has been obtained notwithstanding such failure. If either: (A) At any time the senior unsecured debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by S&P falls (x) below "A-1" for its short term rating, or (y) if no short term rating by S&P is available, below "A+" for its long term rating (the "S&P REQUIRED RATINGS"); or (B) At any time the senior unsecured debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by Fitch falls (x) below "F-1" for its short-term rating or (y) if no short-term rating by Fitch is available, below "A+" for its long-term rating (the "FITCH REQUIRED RATINGS"); or (C) At any time the senior unsecured debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (the "DBRS REQUIRED RATINGS"); then, Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its rights and obligations under this Agreement to (A) a United States entity which has all of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral under the terms of the Credit Support Annex); or (IV) establish any other arrangement for which Rating Agency Confirmation has been obtained.

Ratings Downgrade. Failure by (i) In the event that the unsecured and unsubordinated debt obligations of Party A to take (or any action required under applicable assignee or its guarantor) shall have (1) a short-term credit rating of less than A-1+ by S&P, or (2) a long-term credit rating of less than A2 by ▇▇▇▇▇'▇ and a short-term credit rating of less than P-1 by ▇▇▇▇▇'▇, or (3) a long-term credit rating of less than AA- by Fitch Ratings and a short-term credit rating of less than F1+ by Fitch Ratings and Party B does not receive written affirmation of the ratings downgrade provisions set forth below, unless Rating Agency Confirmation then current rating of the Notes; or (as defined ii) in the Pooling event that the Commonwealth of Australia's foreign currency rating shall have a long-term credit rating of less than AA- by Fitch Ratings and Servicing Agreementa short-term credit rating of less than F1+ by Fitch Ratings and Party B does not receive written affirmation of the then current rating of the Notes, THEN Party A shall immediately notify the Designated Rating Agencies and Party B and within 5 Local Business Days (or 30 Local Business Days if the downgrade is to no less than A-1 (S&P short-term) has been obtained notwithstanding and A3 (▇▇▇▇▇'▇ long-term) and A- (Fitch Ratings long-term) and F1 (Fitch Ratings short-term) of such failure. If downgrade (unless during this period, Party A and Party B receive written confirmation from S&P, ▇▇▇▇▇'▇ and ▇▇▇▇▇ Ratings that such downgrade would not result in the Notes being downgraded) at its cost either: (A) At if a downgrade in respect of either or each of Part 5(w)(i) or Part 5(w)(ii) has occurred, put in place an appropriate ▇▇▇▇-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any time other agreement reached between the senior unsecured debt rating parties, in support of its obligations under the Agreement PROVIDED that Party A or and Party B receive prior written confirmation from S&P, ▇▇▇▇▇'▇ and ▇▇▇▇▇ Ratings that the rating assigned to the Notes then outstanding by S&P, ▇▇▇▇▇'▇ and Fitch Ratings is not adversely affected by the downgrade following such collateral arrangements being put in place. If collateral is lodged under this sub-paragraph (A's ), the parties must execute an amending agreement incorporating into this Agreement the 1995 ISDA Credit Support ProviderAnnex (Bilateral Form - Transfer), whichever and until executed the 1995 ISDA Credit Support Annex will be taken to supplement and form part of this Agreement and any collateral lodged under this sub-paragraph (A) is higher, assigned by S&P falls subject to its terms as if the Credit Support Annex were incorporated into this Agreement (xbut without any Paragraph 11 other than as necessary to give effect to the obligations described in this sub-paragraph (A) below "A-1" for its short term rating, or (y) if no short term rating by S&P is available, below "A+" for its long term rating (prior to the "S&P REQUIRED RATINGS")lodgement of such collateral; or (B) At any time the senior transfer all its rights and obligations with respect to this Agreement to: (i) if a downgrade in respect of Part 5(w) (i) alone has occurred, a replacement third party whose unsecured and unsubordinated debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by Fitch falls obligations have (x1) below "F-1" for its a short-term credit rating or of at least A-1+ by S&P, and (y2) if no a long-term credit rating of at least A2 by ▇▇▇▇▇'▇ and a short-term credit rating of at least P-1 by Fitch is available▇▇▇▇▇'▇, below "A+" for its and (3) a long-term credit rating (the "FITCH REQUIRED RATINGS")of at least AA- by Fitch Ratings and a short-term credit rating of at least F1+ by Fitch Ratings; or (Cii) At any time the senior unsecured debt if a downgrade in respect of Part 5(w) (ii) alone has occurred, a replacement third party whose country of domicile shall have a foreign currency rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its Fitch Ratings of at least AA- long-term rating (and F1+ short-term, PROVIDED that the "DBRS REQUIRED RATINGS"); then, Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its rights and obligations under this Agreement to (A) a United States entity which has all of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally replacement third party is acceptable to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to each Designated Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral under the terms of the Credit Support Annex)Agency; or (IViii) establish any other arrangement for which Rating Agency Confirmation has been obtained.if each of the downgrades in respect of Part 5(w)(i) and Part 5(w)

Ratings Downgrade. Failure (i) If, as a result of the withdrawal or downgrade of its credit rating by a Designated Rating Agency, Party A to take any action required under the ratings downgrade provisions set forth below, unless Rating Agency Confirmation (as defined in the Pooling and Servicing Agreement) has been obtained notwithstanding such failure. If either:has:- (A) At any time the senior unsecured debt a long term credit rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned less than AA- by S&P falls (x) below "A-1" for its and a short term rating, or (y) if no short term credit rating of less than A-1+ by S&P is available, below "A+" for its long term rating (the "S&P REQUIRED RATINGS")S&P; or (B) At any time the senior unsecured debt a long term credit rating of Party A less than A2 by Moody's or Party A's Credit Support Provider, whichever is higher, assigned a short term credit rating of less than P-1 by Fitch falls (x) below "F-1" for its short-term rating or (y) if no short-term rating by Fitch is available, below "A+" for its long-term rating (the "FITCH REQUIRED RATINGS")Moody's; or (C) At any time the senior unsecured debt a long term rating of Party less than A by Fitch and a short term credit rating of less than F1 by Fitch, (and, in the case of Fitch, such a withdrawal or Party A's Credit Support Providerdowngrade would, whichever is higher, assigned by DBRS falls (x) below "R-1(lowexcept for this Section adversely affect the rating of the Notes)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (the "DBRS REQUIRED RATINGS"); then, Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgradewithin: (ID) transfer all 30 Business Days of a downgrade of its rights and obligations under this Agreement to (A) long term credit rating by S&P to not lower than A- together with a United States entity which has all downgrade of its short term credit rating by S&P to not lower than A-1, or the Required Ratingsdowngrade 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 (BE) a non US entity which (x) has all 5 Business Days of the Required Ratings any other such withdrawal or downgrade and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until 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 ▇▇▇▇▇'▇ is not lower than A3, and Party A's short term credit rating by Fitch is not lower than F2, then paragraph (D) above shall apply and not this paragraph (E), (or, in either case, such guarantor or substitute counterparty has been obtained greater period as is agreed to in writing by the relevant Designated Rating Agency) at its cost alone and installed, Party A shall continue at its election: (F) (in the case of paragraph (i)(D) only) lodge collateral pursuant to post collateral under the terms of the Credit Support Annex)Annex that forms part of this Agreement: (i) where that collateral is cash, to the Swap Collateral Account; or (IVii) establish 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 A or in return for any other arrangement for 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 Confirmation has been obtainedconfirmed 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) Where Party A procures a replacement counterparty in accordance with Section 18(i)(G) above, each party to this Agreement shall do all things reasonably necessary to novate the relevant rights and obligations to the replacement counterparty. (iii) For the purposes of 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 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 ("Party A") and Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) in its capacity as trustee of the Crusade Global Trust No. 2 of 2003 ("Party B") and Crusade Management Limited (ABN 90 072 715 916) ("Manager")

Ratings Downgrade. Failure by (i) In the event that the unsecured and unsubordinated debt obligations of Party A (or any applicable assignee or its guarantor) shall have (1) a long term credit rating of less than AA- by S&P and a short-term credit rating of less than A-1+ by S&P, or (2) 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 (3) a long term credit rating of less than BBB+ by Fitch Ratings and a short term credit rating of less than F2 by Fitch Ratings and Party B does not receive written affirmation of the then current rating of the Notes, then Party A shall immediately notify the Designated Rating Agencies and Party B and within 5 Local Business Days (or 30 Local Business Days if the downgrade is to take any action required under the ratings no less than A- (S&P long term) and A-1 (S&P short term) and A3 (Moody's long term) and A+ (Fitch long term) and F1 (Fitch short term)) of such downgrade provisions set forth below(unless during this period, unless Rating Agency Confirmation (as defined Party A and Party B receive written confirmation from S&P, Fitch Ratings and Moody's that such downgrade would not result in the Pooling and Servicing AgreementNotes either being downgraded or placed under review for possible downgrade) has been obtained notwithstanding such failure. If at its cost either: (A) At put in place an appropriate ▇▇▇▇-to-market collateral agreement (consisting of either cash or securities) which is based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time), Fitch Ratings' Counterparty Risk in Structured Finance Transactions: Swap Criteria published on 13 September 2004 (as amended from time to time) or on any time other agreement reached between the senior parties (whichever of these has the highest ratings criteria), in support of its obligations under the Agreement, PROVIDED that Party A and Party B receive prior written confirmation from S&P, Fitch Ratings and Moody's that the rating assigned to the Notes then outstanding by S&P, Fitch Ratings and ▇▇▇▇▇'▇ is not adversely affected by the downgrade following such collateral arrangements being put in place and PROVIDED FURTHER that this sub-paragraph (i)(A) 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; (B) transfer all its rights and obligations with respect to this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have (1) a long term credit rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned at least AA- by S&P falls (x) below "and a short-term credit rating of at least A-1" for its short term rating+ by S&P, or (y2) if no a long term credit rating of at least A2 by Moody's and a short term credit rating of at least P-1 by Moody's, or (3) a long term credit rating of at least A+ by Fitch Ratings and a short term credit rating of at least F1 by Fitch Ratings; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party resident outside Australia whose unsecured and unsubordinated debt obligations have (1) a long term credit rating of at least AA- by S&P is availableand a short-term credit rating of at least A-1+ by S&P, below "A+" for its or (2) a long term credit rating of at least A2 by Moody's and a short term credit rating of at least P-1 by Moody's, or (the "S&P REQUIRED RATINGS")3) a long term credit rating of at least A+ by Fitch Ratings and a short term credit rating of at least F1 by Fitch Ratings; or (BD) At enter into such other arrangements which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any time the senior unsecured debt credit rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by Fitch falls (x) below "F-1" for its short-term rating or (y) if no short-term rating by Fitch is available, below "A+" for its long-term rating (the "FITCH REQUIRED RATINGS"); or (C) At any time the senior unsecured debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (the "DBRS REQUIRED RATINGS"); then, Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its rights and obligations under this Agreement to (A) a United States entity which has all of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing it to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral under the terms of the Credit Support Annex); or (IV) establish any other arrangement for which Rating Agency Confirmation has been obtainedNotes.

Ratings Downgrade. Failure by (i) In the event that the unsecured and unsubordinated debt obligations of Party A (or any applicable assignee or its guarantor) shall have (1) a long term credit rating of less than AA- by S&P and a short-term credit rating of less than A-1+ by S&P, or (2) 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 (3) a long term credit rating of less than AA- by Fitch Ratings and a short term credit rating of less than F1+ by Fitch Ratings and Party B does not receive written affirmation of the then current rating of the Notes, then Party A shall immediately notify the Designated Rating Agencies and Party B and within 5 Local Business Days (or 30 Local Business Days if the downgrade is to take any action required under the ratings no less than A- (S&P long term) and A-1 (S&P short term) and A3 (Moody's long term) and A- (Fitch long term) and F1 (Fitch short term)) of such downgrade provisions set forth below(unless during this period, unless Rating Agency Confirmation (as defined Party A and Party B receive written confirmation from S&P, Fitch Ratings and Moody's that such downgrade would not result in the Pooling and Servicing AgreementNotes either being downgraded or placed under review for possible downgrade) has been obtained notwithstanding such failure. If at its cost either: (A) At put in place an appropriate ▇▇▇▇-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any time other agreement reached between the senior parties, in support of its obligations under the Agreement, PROVIDED that Party A and Party B receive prior written confirmation from S&P, Fitch Ratings and Moody's that the rating assigned to the Notes then outstanding by S&P, Fitch Ratings and ▇▇▇▇▇'▇ is not adversely affected by the downgrade following such collateral arrangements being put in place; (B) transfer all its rights and obligations with respect to this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have (1) a long term credit rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned at least AA- by S&P falls (x) below "and a short-term credit rating of at least A-1" for its short term rating+ by S&P, or (y2) if no a long term credit rating of at least A2 by Moody's and a short term credit rating of at least P-1 by Moody's, or (3) a long term credit rating of at least AA- by Fitch Ratings and a short term credit rating of at least F1+ by Fitch Ratings; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party resident outside Australia whose unsecured and unsubordinated debt obligations have (1) a long term credit rating of at least AA- by S&P is availableand a short-term credit rating of at least A-1+ by S&P, below "A+" for its or (2) a long term credit rating of at least A2 by Moody's and a short term credit rating of at least P-1 by Moody's, or (the "S&P REQUIRED RATINGS")3) a long term credit rating of at least AA- by Fitch Ratings and a short term credit rating of at least F1+ by Fitch Ratings; or (BD) At enter into such other arrangements which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any time the senior unsecured debt credit rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by Fitch falls (x) below "F-1" for its short-term rating or (y) if no short-term rating by Fitch is available, below "A+" for its long-term rating (the "FITCH REQUIRED RATINGS"); or (C) At any time the senior unsecured debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (the "DBRS REQUIRED RATINGS"); then, Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its rights and obligations under this Agreement to (A) a United States entity which has all of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing it to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral under the terms of the Credit Support Annex); or (IV) establish any other arrangement for which Rating Agency Confirmation has been obtainedNotes.

Ratings Downgrade. Failure by (i) In the event that the unsecured and unsubordinated debt obligations of Party A (or any applicable assignee or its guarantor) shall have (1) a long term credit rating of less than [AA-] by S&P and a short-term credit rating of less than [A-1+] by S&P, or (2) 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 (3) a long term credit rating of less than [BBB+] by Fitch Ratings and a short term credit rating of less than [F2] by Fitch Ratings and Party B does not receive written affirmation of the then current rating of the Notes, then Party A shall immediately notify the Designated Rating Agencies and Party B and within 5 Local Business Days (or 30 Local Business Days if the downgrade is to take any action required under the ratings no less than [A-] (S&P long term) and [A-1] (S&P short term) and [A3] (Moody's long term) and [A+] (Fitch long term) and [F1] (Fitch short term)) of such downgrade provisions set forth below(unless during this period, unless Rating Agency Confirmation (as defined Party A and Party B receive -------------------------------------------------------------------------------- page 46 written confirmation from S&P, Fitch Ratings and Moody's that such downgrade would not result in the Pooling and Servicing AgreementNotes either being downgraded or placed under review for possible downgrade) has been obtained notwithstanding such failure. If at its cost either: (A) At put in place an appropriate mark-to-market collateral agreement (consisting o▇ ▇▇ther cash or securities) which is based either on S&P's New Interest Rate and Currency Swap Criteria published in February 2004 (as may be amended from time to time), Moody's Framework for De-Linking Hedge Counterparty Risks from Global Structured Finance Cashflow Transactions published May 2006 (as amended from time to time), Fitch Ratings' Counterparty Risk in Structured Finance Transactions: Swap Criteria published on 13 September 2004 (as amended from time to time) or on any time other agreement reached between the senior parties (whichever of these has the highest ratings criteria), in support of its obligations under the Agreement, PROVIDED that Party A and Party B receive prior written confirmation from S&P, Fitch Ratings and Moody's that the rating assigned to the Notes then outstanding by S&P, Fitch Ratings and Moody's is not adversely affected by the downgrad▇ ▇▇▇▇▇wing such collateral arrangements being put in place and PROVIDED FURTHER that this Part 5(v)(i)(A) 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; (B) transfer all its rights and obligations with respect to this Agreement to a replacement third party, which each Designated Rating Agency has provided its Rating Agency Confirmation, whose unsecured and unsubordinated debt obligations have (1) a long term credit rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned at least [AA-] by S&P falls (x) below "and a short-term credit rating of at least [A-1" for its short term rating+] by S&P, or (y2) if no a long term credit rating of at least [A2] by Moody's and a short term credit rating of at least [P-1] by Moody's, or (3) a long term credit rating of at least [A+] by Fitch Ratings and a short term credit rating of at least [F1] by Fitch Ratings; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party resident outside Australia whose unsecured and unsubordinated debt obligations have (1) a long term credit rating of at least AA- by S&P is availableand a short-term credit rating of at least [A-1+] by S&P, below "A+" for its or (2) a long term credit rating of at least [A2] by Moody's and a short term credit rating of at least [P-1] by Moody's, or (the "S&P REQUIRED RATINGS")3) a long term credit rating of at least [A+] by Fitch Ratings and a short term credit rating of at least [F1] by Fitch Ratings; or (BD) At enter into such other arrangements which each Designated Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any time credit rating assigned by it to the senior unsecured debt rating Notes. (ii) Where Party A transfers its rights and obligations to a replacement counterparty in accordance with Part 5(v)(i)(B), the Trustee, at the direction of the Manager, and each other party to this Agreement shall do all things reasonably necessary at the cost of Party A or to novate the relevant rights and obligations to the replacement counterparty. (iii) If, at any time, Party A's Credit Support Providerobligations under this Agreement are transferred in accordance with Part 5(v)(i)(B), whichever Party A shall be immediately entitled to any collateral which it has provided under any collateral agreement contemplated by Part 5(v)(i)(A) (less any amount withdrawn in accordance with Part 5(v)(iv)). -------------------------------------------------------------------------------- page 47 (iv) Party B may only make withdrawals from any account into which collateral is higher, assigned provided by Fitch falls Party A (x) below "F-1" for its short-term rating or (ythe COLLATERAL ACCOUNT) if no short-term rating directed to do so by Fitch the Manager and then only for the purpose of: (A) transferring obligations under this Agreement in accordance with Part 5(v)(i)(B) (including the costs of obtaining a replacement counterparty); (B) refunding to Party A any excess in the amount of any collateral deposited to the Collateral Account over the amount Party A is available, below "A+" for its long-term rating required to maintain under any collateral agreement contemplated by Part 5(v)(i)(A); (C) withdrawing any amount which has been incorrectly deposited into the "FITCH REQUIRED RATINGS")Collateral Account; (D) paying bank accounts debit tax or other equivalent Taxes payable in respect of the Collateral Account; (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; or (F) making interest payments to Party A as contemplated by Part 5(v)(v). The Manager must direct Party B to, and Party B must, refund or pay to Party A the amount of any payment which may be made to Party A under (B), (C) At any time or (F) above as soon as such refund or payment is possible. (v) All interest on the senior unsecured debt rating of Collateral Account will accrue and be payable monthly to Party A or Party A's Credit Support Provider, whichever providing the amount deposited to the Collateral Account is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (not less than the "DBRS REQUIRED RATINGS"); then, amount Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its rights and obligations under this Agreement to (A) a United States entity which has all of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral maintain under the terms of the Credit Support Annexcollateral agreement contemplated by Part 5(v)(i)(A); or (IV) establish any other arrangement for which Rating Agency Confirmation has been obtained.

Ratings Downgrade. Failure by Party A to take any action required under (a) (DOWNGRADE): If, as a result of the ratings downgrade provisions set forth below, unless Rating Agency Confirmation (as defined in reduction or withdrawal of the Pooling and Servicing Agreement) has been obtained notwithstanding such failure. If either: (A) At any time the senior unsecured debt credit rating of Party A or the Standby Swap Provider a Joint Rating is less than the relevant Prescribed Rating, Party A's Credit Support Provider, whichever is higher, A must by the expiry of the Prescribed Rating Period in relation to the credit ratings assigned by S&P falls the Rating Agencies to Party A and the Standby Swap Provider at that time (xor such greater period as is agreed to in writing by each relevant Rating Agency), at its cost alone and at its election: (i) below "A-1" for its provided that the short term rating, or (y) if no short term rating Joint Rating by S&P is available, below "A+" for its greater than or equal to A-1 or the long term rating Joint Rating by S&P is greater than or equal to A- and the long term Joint Rating by Fitch is greater than or equal to A-, lodge collateral in accordance with the Credit Support Annex in an amount equal to the Collateral Amount as defined in Part 5 (the "S&P REQUIRED RATINGS"22)(b); or (Bii) At any time enter into, and procure that the senior unsecured debt rating of Party A or Standby Swap Provider enters into, an agreement novating Party A's Credit Support Provider, whichever is higher, assigned by Fitch falls (x) below "F-1" for its short-term rating or (y) if no short-term rating by Fitch is available, below "A+" for its long-term rating (and/or the "FITCH REQUIRED RATINGS"); or (C) At any time the senior unsecured debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (the "DBRS REQUIRED RATINGS"); then, Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its Standby Swap Providers' rights and obligations under this Agreement to (A) and each Transaction to a United States entity replacement counterparty acceptable to the Manager and the Standby Swap Provider and which has all the Rating Agencies confirm in writing will not result in a reduction, qualification or withdrawal of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made credit ratings then assigned by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing them to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral under the terms of the Credit Support Annex)Relevant Notes; or (IViii) establish enter into, or procure that the Standby Swap Provider enters into, such other arrangements in respect of each Transaction which the Rating Agencies confirm in writing will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by them to the Relevant Notes. Notwithstanding that Party A has elected to satisfy its obligations pursuant to this Part 5(22)(a) in a particular manner, it may subsequently and from time to time vary the manner in which it satisfies its obligations pursuant to this Part 5(22)(a) (but will not be entitled to any other arrangement for which Rating Agency Confirmation has been obtainedadditional grace period in relation to such a variation).

Ratings Downgrade. Failure by (i) In the event that the unsecured and unsubordinated debt obligations of Party A (or any applicable assignee or its guarantor) shall have (1) a long term credit rating of less than AA- by S&P and a short-term credit rating of less than A-1+ by S&P, or (2) 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 (3) a long term credit rating of less than BBB+ by Fitch Ratings and a short term credit rating of less than F2 by Fitch Ratings and Party B does not receive written affirmation of the then current rating of the Notes, then Party A shall immediately notify the Rating Agencies and Party B and within 5 Local Business Days (or 30 Local Business Days if the downgrade is to take any action required under the ratings no less than A- (S&P long term) and A-1 (S&P short term) and A3 (Moody's long term) and A+ (Fitch long term) and F1 (Fitch short term)) of such downgrade provisions set forth below(unless during this period, unless Rating Agency Confirmation (as defined Party A and Party B receive written confirmation from S&P, Fitch Ratings and Moody's that such downgrade would not result in the Pooling and Servicing AgreementNotes either being downgraded or placed under review for possible downgrade) has been obtained notwithstanding such failure. If at its cost either: (A) At put in place an appropriate mark-to-market collateral agreement (consisting of either cash or securities) which is based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time), Fitch Ratings' Counterparty Risk in Structured Finance Transactions: Swap Criteria published on 13 September 2004 (as amended from time to time) or on any time other agreement reached between the senior parties (whichever of these has the highest ratings criteria), in support of its obligations under the Agreement, PROVIDED that Party A and Party B receive prior written confirmation from S&P, Fitch Ratings and Moody's that the rating assigned to the Notes then outstanding by S&P, Fitch Ratings and Moody's is not adversely affected by th▇ downgrade following such collateral arrangements being put in place and PROVIDED FURTHER that this Part 5(x)(i)(A) 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; (B) transfer all its rights and obligations with respect to this Agreement to a replacement third party whose unsecured and unsubordinated debt obligations have (1) a long term credit rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned at least AA- by S&P falls (x) below "and a short-term credit rating of at least A-1" for its short term rating+ by S&P, or (y2) if no a long term credit rating of at least A2 by Moody's and a short term credit rating of at least P-1 by Moody's, or (3) a long term credit rating of at least A+ by Fitch Ratings and a short term credit rating of at least F1 by Fitch Ratings; (C) procure that its obligations with respect to this Agreement are guaranteed by a third party resident outside Australia whose unsecured and unsubordinated debt obligations have (1) a long term credit rating of at least AA- by S&P is availableand a short-term credit rating of at least A-1+ by S&P, below "A+" for its or (2) a long term credit rating of at least A2 by Moody's and a short term credit rating of at least P-1 by Moody's, or (the "S&P REQUIRED RATINGS")3) a long term credit rating of at least A+ by Fitch Ratings and a short term credit rating of at least F1 by Fitch Ratings; or (BD) At enter into such other arrangements which each Rating Agency has confirmed will result in there not being a withdrawal or downgrade of any time credit rating assigned by it to the senior unsecured debt rating Notes. (ii) Where Party A transfers its rights and obligations to a replacement counterparty in accordance with Part 5(x)(i)(B), the Trustee, at the direction of the Manager, and each other party to this Agreement shall do all things reasonably necessary at the cost of Party A or to novate the relevant rights and obligations to the replacement counterparty. (iii) If, at any time, Party A's Credit Support Providerobligations under this Agreement are transferred in accordance with Part 5(x)(i)(B), whichever Party A shall be immediately entitled to any collateral which it has provided under any collateral agreement contemplated by Part 5(x)(i)(A) (less any amount withdrawn in accordance with Part 5(x)(iv)). (iv) Party B may only make withdrawals from any account into which collateral is higher, assigned provided by Fitch falls Party A (x) below "F-1" for its short-term rating or (ythe COLLATERAL ACCOUNT) if no short-term rating directed to do so by Fitch the Manager and then only for the purpose of: (A) transferring obligations under this Agreement in accordance with Part 5(x)(i)(B) (including the costs of obtaining a replacement counterparty); (B) refunding to Party A any excess in the amount of any collateral deposited to the Collateral Account over the amount Party A is available, below "A+" for its long-term rating required to maintain under any collateral agreement contemplated by Part 5(x)(i)(A); (C) withdrawing any amount which has been incorrectly deposited into the "FITCH REQUIRED RATINGS")Collateral Account; (D) paying bank accounts debit tax or other equivalent Taxes payable in respect of the Collateral Account; (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; or (F) making interest payments to Party A as contemplated by Part 5(x)(v). The Manager must direct Party B to, and Party B must, refund or pay to Party A the amount of any payment which may be made to Party A under (B), (C) At any time or (F) above as soon as such refund or payment is possible. (v) All interest on the senior unsecured debt rating of Collateral Account will accrue and be payable monthly to Party A or Party A's Credit Support Provider, whichever providing the amount deposited to the Collateral Account is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (not less than the "DBRS REQUIRED RATINGS"); then, amount Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its rights and obligations under this Agreement to (A) a United States entity which has all of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral maintain under the terms of the Credit Support Annexcollateral agreement contemplated by Part 5(x)(i)(A); or (IV) establish any other arrangement for which Rating Agency Confirmation has been obtained.

Ratings Downgrade. Failure by Party A to take any action required under (a) (Downgrade): If, as a result of the ratings downgrade provisions set forth below, unless Rating Agency Confirmation (as defined in reduction or withdrawal of the Pooling and Servicing Agreement) has been obtained notwithstanding such failure. If either: (A) At any time the senior unsecured debt credit rating of Party A or the Standby Swap Provider a Joint Rating is less than the relevant Prescribed Rating, Party A's Credit Support Provider, whichever is higher, A must by the expiry of the Prescribed Rating Period in relation to the credit ratings assigned by S&P falls the Rating Agencies to Party A and the Standby Swap Provider at that time (xor such greater period as is agreed to in writing by each relevant Rating Agency), at its cost alone and at its election:67 (i) below "A-1" for its provided that the short term rating, or (y) if no short term rating Joint Rating by S&P is available, below "A+" for its greater than or equal to A-1 or the long term rating (Joint Rating by S&P is greater than or equal to A- and the "S&P REQUIRED RATINGS"long term Joint Rating by Fitch IBCA is greater than or equal to A-, lodge collateral in accordance with the Credit Support Annex in an amount equal to the Collateral Amount as defined in Part 5(23)(b); or (Bii) At any time enter into, and procure that the senior unsecured debt rating of Party A or Standby Swap Provider enters into, an agreement novating Party A's Credit Support Provider, whichever is higher, assigned by Fitch falls (x) below "F-1" for its short-term rating or (y) if no short-term rating by Fitch is available, below "A+" for its long-term rating (and/or the "FITCH REQUIRED RATINGS"); or (C) At any time the senior unsecured debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (the "DBRS REQUIRED RATINGS"); then, Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its Standby Swap Providers' rights and obligations under this Agreement to (A) and the Class A-1 Currency Swap to a United States entity replacement counterparty acceptable to the Manager and the Standby Swap Provider and which has all the Rating Agencies confirm in writing will not result in a reduction, qualification or withdrawal of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made credit ratings then assigned by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing them to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral under the terms of the Credit Support Annex)Class ▇- ▇ Notes; or (IViii) establish enter into, or procure that the Standby Swap Provider enters into, such other arrangements in respect of the Class A-1 Currency Swap which the Rating Agencies confirm in writing will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by them to the Class A-1 Notes. Notwithstanding that Party A has elected to satisfy its obligations pursuant to this Part 5(23)(a) in a particular manner, it may subsequently and from time to time vary the manner in which it satisfies its obligations pursuant to this Part 5(23)(a) (but will not be entitled to any other arrangement for which Rating Agency Confirmation has been obtainedadditional grace period in relation to such a variation).

Ratings Downgrade. Failure by (i) In the event that the unsecured and unsubordinated debt obligations of Party A (or any applicable assignee or its guarantor) shall cease to take any action required under have a credit rating equal to or higher than the ratings Prescribed Rating and Party B (or the Trust Manager on behalf of Party B) does not receive written affirmation of the then current rating of the relevant Bonds, then within 30 days of such downgrade provisions set forth below(or within 5 days (or such greater period agreed with each relevant Designated Rating Agency) if Party A's credit rating is lower than "A-1" (short term) by S&P or "A3" (long term) by ▇▇▇▇▇'▇) (unless during this period, unless Rating Agency Confirmation Party A and Party B (as defined or the Trust Manager on behalf of Party B) receive written confirmation from S&P [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] that such downgrade would not result in the Pooling and Servicing AgreementBonds of the Fund either being downgraded or placed under review for possible downgrade) has been obtained notwithstanding such failure. If Party A must at its cost either: (A) At put in place an appropriate ▇▇▇▇-to-market collateral agreement (consisting of either cash or securities) which may be based either on S&P's New Interest Rate and Currency Swap Criteria published in January 1999 (as may be amended from time to time) or on any time other agreement reached between the senior unsecured debt rating parties, in support of its obligations under the Agreement, PROVIDED that Party A and Party B (or the Trust Manager on behalf of Party A or Party A's Credit Support Provider, whichever B) receive prior written confirmation from each Designated Rating Agency that the rating assigned to the Bonds by each Designated Rating Agency is higher, assigned not adversely affected by S&P falls (x) below "A-1" for its short term rating, or (y) if no short term rating by S&P is available, below "A+" for its long term rating (the "S&P REQUIRED RATINGS"); ordowngrade following such collateral arrangements being put in place; (B) At any time the senior transfer all its rights and obligations with respect to this Agreement to a replacement third party whose unsecured and unsubordinated debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by Fitch falls (x) below "F-1" for its short-term rating or (y) if no obligations have a short-term rating by Fitch is available, below "A+" for its long-term rating (each Designated Rating Agency at least equivalent to the "FITCH REQUIRED RATINGS"); orPrescribed Rating; (C) At any time the senior procure that its obligations with respect to this Agreement are guaranteed by a third party whose unsecured and unsubordinated debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no obligations have a short-term rating by DBRS each Designated Rating Agency at least equivalent to the Prescribed Rating; or (D) enter into such other arrangements in respect of each Transaction which each Designated Rating Agency confirms will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by it to the Bonds. It is available, below "A agreed that the amount of collateral which needs to be provided under any collateral agreement referred to in (high)" for its long-term A) above in respect of any Transaction is the amount which is necessary to be provided so that the credit rating (the "DBRS REQUIRED RATINGS"); then, of Party A shall, or shall does not cause its Credit Support Provider to, within 30 days the then current rating of the date Bonds to be downgraded or withdrawn as a result of such downgrade:Party A being the counterparty to Party B under that Transaction. (Iii) transfer all of Where Party A transfers its rights and obligations to a replacement counterparty in accordance with sub-paragraph (i)(B) above, Party B shall do all things necessary at the cost of Party A to novate the relevant rights and obligations to the replacement counterparty. (iii) If, at any time, Party A's obligations under this Agreement toare transferred in accordance with sub-paragraph (i)(B) above, Party A shall be immediately entitled to any collateral which it has provided under any collateral agreement contemplated by sub-paragraph (i)(A) (less any amount withdrawn in accordance with sub-paragraph (iv)). (iv) Party B (at the direction of the Trust Manager) may only make withdrawals from any account into which collateral is provided by Party A (the "COLLATERAL ACCOUNT") for the purpose of: (A) transferring obligations under this Agreement in accordance with sub-paragraph (i)(B) (including the costs of obtaining a United States entity which has all of the Required Ratings, orreplacement counterparty); [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally refunding to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up Party A any excess in the event that a withholding tax is imposed on payments being made by such non US entity, (2) the definition amount of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing collateral deposited to the contrary, such non US entity shall have a right, in lieu of performing Collateral Account over the amount Party A is required to maintain under any obligation in clause collateral agreement contemplated by sub-paragraph (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterpartyi)(A); (IIC) cause an entity that withdrawing any amount which has all of been incorrectly deposited into the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency ConfirmationCollateral Account; (IIID) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as paying bank accounts debit tax or other equivalent Taxes payable in respect of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral under the terms of the Credit Support Annex)Collateral Account; or (IVE) establish funding the amount of any other arrangement for payment due to be made by Party A under this Agreement following the failure by Party A to make that payment. Party B (at the direction of the Trust Manager) must refund or pay to Party A the amount of any payment which Rating Agency Confirmation has been obtainedmay be made to Party A under (B) or (C) above as soon as such refund or payment is possible. (v) All interest on the Collateral Account will accrue and be payable monthly to Party A provided the amount deposited to the Collateral Account is not less than the amount Party A is required to maintain under the collateral agreement contemplated by sub-paragraph (i)(A)."

Ratings Downgrade. Failure by Party A to take any action required under (a) (Downgrade): If, as a result of the ratings downgrade provisions set forth below, unless Rating Agency Confirmation (as defined in reduction or withdrawal of the Pooling and Servicing Agreement) has been obtained notwithstanding such failure. If either: (A) At any time the senior unsecured debt credit rating of Party A or the Standby Swap Provider a Joint Rating is less than the relevant Prescribed Rating, Party A's Credit Support Provider, whichever is higher, A must by the expiry of the Prescribed Rating Period in relation to the credit ratings assigned by S&P falls the Rating Agencies to Party A and the Standby Swap Provider at that time (xor such greater period as is agreed to in writing by each relevant Rating Agency), at its cost alone and at its election: (i) below "A-1" for its provided that the short term rating, or (y) if no short term rating Joint Rating by S&P is available, below "A+" for its greater than or equal to A-1 or the long term rating (Joint Rating by S&P is greater than or equal to A- and the "S&P REQUIRED RATINGS"long term Joint Rating by Fitch IBCA is greater than or equal to A-, lodge collateral in accordance with the Credit Support Annex in an amount equal to the Collateral Amount as defined in Part 5(23)(b); or (Bii) At any time enter into, and procure that the senior unsecured debt rating of Party A or Standby Swap Provider enters into, an agreement novating Party A's Credit Support Provider, whichever is higher, assigned by Fitch falls (x) below "F-1" for its short-term rating or (y) if no short-term rating by Fitch is available, below "A+" for its long-term rating (and/or the "FITCH REQUIRED RATINGS"); or (C) At any time the senior unsecured debt rating of Party A or Party A's Credit Support Provider, whichever is higher, assigned by DBRS falls (x) below "R-1(low)" for its short-term rating or (y) if no short-term rating by DBRS is available, below "A (high)" for its long-term rating (the "DBRS REQUIRED RATINGS"); then, Party A shall, or shall cause its Credit Support Provider to, within 30 days of the date of such downgrade: (I) transfer all of its Standby Swap Providers' rights and obligations under this Agreement to (A) and the Class A-1 Currency Swap to a United States entity replacement counterparty acceptable to the Manager and the Standby Swap Provider and which has all the Rating Agencies confirm in writing will not result in a reduction, qualification or withdrawal of the Required Ratings, or (B) a non US entity which (x) has all of the Required Ratings and (y) agrees unconditionally to gross up and, in connection therewith, also agrees that (1) Section 2(d)(i)(4) of the Agreement shall be amended to require such non US entity unconditionally to gross up in the event that a withholding tax is imposed on payments being made credit ratings then assigned by such non US entity, (2) the definition of "indemnifiable tax" shall be amended to cover any and all withholding tax, (3) the provision in Section 2(d)(i)(4) of the Agreement allowing such non US entity to be excused from having to "gross up" due to Party B's breach of a tax representation or failure to notify, non US entity of a breach of a tax representation shall be deleted, and (4) Section 2(d)(ii) of the Agreement shall be amended to delete any obligation by Party B to make payments to such non US entity for any payments made by such non US entity without deduction for taxes (for which there is no obligation on the part of the non US entity to gross up), provided that there shall not be any such amendment for any payment obligations of such non US entity to Party B for such taxes. Notwithstanding anything in the foregoing them to the contrary, such non US entity shall have a right, in lieu of performing any obligation in clause (y) above, to terminate the Transaction, with such non US entity as the sole Affected Party, provided that such non US entity will be responsible for the cost of finding a replacement swap counterparty and that such non US entity shall continue to perform any obligation under clause (y) above until its rights and obligations herein are effectively transferred to such replacement swap counterparty; (II) cause an entity that has all of the Required Ratings to guarantee the obligations of Party A or its Credit Support Provider under this Agreement, subject to Rating Agency Confirmation; (III) post collateral to Party B pursuant to the Credit Support Annex between the parties which is subject to Rating Agency Confirmation and is dated as of the date hereof (the "CREDIT SUPPORT ANNEX"); provided, however, that Party A shall not have the option to post collateral as described in this clause (III) if neither it nor its Credit Support Provider meets all of the Swap Counterparty Rating Thresholds, in which case Party A will be required to effect an immediate replacement swap counterparty in accordance with clause (I) above or effect an immediate guarantor in accordance with clause (II) above (for the avoidance of doubt, until such guarantor or substitute counterparty has been obtained and installed, Party A shall continue to post collateral under the terms of the Credit Support Annex)Class ▇- ▇ Notes; or (IViii) establish enter into, or procure that the Standby Swap Provider enters into, such other arrangements in respect of the Class A-1 Currency Swap which the Rating Agencies confirm in writing will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by them to the Class A-1 Notes. Notwithstanding that Party A has elected to satisfy its obligations pursuant to this Part 5(23)(a) in a particular manner, it may subsequently and from time to time vary the manner in which it satisfies its obligations pursuant to this Part 5(23)(a) (but will not be entitled to any other arrangement for which Rating Agency Confirmation has been obtainedadditional grace period in relation to such a variation).