Definition of Moody’s Category 2 Manufacturer


Moody’s Category 2 Manufacturer means, as of any date of determination, each Eligible Manufacturer who as of such date (i) is not a Bankrupt Manufacturer or a Moody’s Category 1 Manufacturer and (ii) has a long-term unsecured debt rating of at least “Baa3” from Moody’s, but which does not have a long-term unsecured debt rating of at least “Baa2” from Moody’s; provided that if an Eligible Manufacturer does not have a rating from Moody’s, then the rating of an affiliated entity specified by Moody’s shall apply for purposes of this definition; provided, further, that if (a) the rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s to a rating that would require the exclusion of such Manufacturer from this definition and (b) prior to such withdrawal or downgrade, as the case may be, such Manufacturer was a Moody’s Category 2 Manufacturer, then such Manufacturer shall be deemed to be a Moody’s Category 2 Manufacturer for a period of 30 days following the earlier of (x) the date on which any of the Issuer or the Master Servicer obtains actual knowledge of such withdrawal or downgrade and (y) the date on which the Trustee notifies the Master Servicer of such withdrawal or downgrade following receipt by the Trustee of notice thereof from one or more Noteholders; provided further for the avoidance of doubt that any Manufacturer deemed to be a Moody’s Category 1 Manufacturer pursuant to the second proviso of the definition thereof shall not be a Moody’s Category 2 Manufacturer.