Common use of Downgrade Provisions Clause in Contracts

Downgrade Provisions. (1) It shall be a collateralization event (Collateralization Event) if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (Moody's) and (x) the unxxxxxxx, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's (such event, a Moody's Collateralization Event), or (B) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) or (ii) if such Relevaxx Xxxxxx xoes not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P Collateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (Collateralization Event) if: (A) with respect to each Relevant Entity, so long as Fitch is currently rating the Certificates and either (i) such Relevant Entity has both a long-long term and short-a short term rating by Moody's Investors Service, Inc. (Moody's) Fitch and (x) the unxxxxxxxunsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3A-" or below by Moody's Fitch or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2F2" or below by Moody's, Fitch or (ii) if no Relevant Entity has a short-term rating is available from Moody's and Fitch, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such each Relevant Entity are rated "A2A-" or below by Moody's Fitch (such event, a Moody's Fitch Collateralization Event), ; or (B) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company (any such entity, a Financial Institution), so long as Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) is currently rating thx Xxxxxxxxxtes and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relevaxx Xxxxxx xoes not have no Relevant Entity has a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A each Relevant Entity are rated "A" or below by S&P (such event, an S&P Collateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (Collateralization Event) if: (A) with respect to each Relevant Entity, so long as Moody's Investors Serxxxx, Xnc. (Moody's) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (Moody's) and (x) the unxxxxxxxunsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's (such event, a Moody's Collateralization Event), or (B) with respect to each Relevant Entity, so long as Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Xxx. (X&X) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relevaxx Xxxxxx xoes Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P Collateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (Collateralization Event) if: (A) with respect to each Relevant Entity, so long as Mxxxx'x Investors Service, Inc. (Mxxxx'x) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (Moody's) and (x) the unxxxxxxxunsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's ’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's (such event, a Moody's Collateralization Event), or (B) with respect to each Relevant Entity, so long as Standard & Poor's Rating Services, a division of The MxXxxx-Xxxx Companies, Inc. (S&P) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relevaxx Xxxxxx xoes Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P Collateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (Collateralization EventCOLLATERALIZATION EVENT) if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (Moody'sMOODY'S) and (x) the unxxxxxxxunsxxxxxx, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a Moody's Collateralization EventMOODY'S COLLATERALIZATION EVENT), or (B) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) or (ii) if such Relevaxx Relevxxx Xxxxxx xoes does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P Collateralization EventCOLLATERALIZATION EVENT).

Downgrade Provisions. (1) It shall be a collateralization event (Collateralization Event) if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Xxxxx'x Investors Service, Inc. (Moody's) and (x) the unxxxxxxxunsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's (such event, a Moody's Collateralization Event), or (B) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. (S&P) or (ii) if such Relevaxx Xxxxxx xoes Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P Collateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (Collateralization Event) if: (A) with respect to each Relevant Entity, so long as Xxxxx'x Investors Service, Inc. (Xxxxx'x) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (Moody's) and (x) the unxxxxxxxunsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's (such event, a Moody's Collateralization Event), or (B) Reserved. (C) with respect to each Relevant Entity, so long as Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relevaxx Xxxxxx xoes Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P Collateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (Collateralization Event) if: (A) with respect to each Relevant Entity, so long as Xxxxx'x Investors Service, Inc. (Xxxxx'x) is currently rating the Notes and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (Moody's) and (x) the unxxxxxxxunsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's ’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's (such event, a Moody's Collateralization Event), or (B) with respect to each Relevant Entity, so long as Fitch, Inc. (Fitch) is currently rating the Notes and either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A-" or below by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated "F2" or below by Fitch (such event, a Fitch Collateralization Event), or (C) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company (any such entity, a Financial Institution), so long as Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) is currently rating the Notes and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relevaxx Xxxxxx xoes Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P Collateralization Event). Relevant Entity means (a) Party A, (b) any guarantor under an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement or (c) in respect of any determination relating to a Collateralization Event or Ratings Event in respect of S&P, any rated bank, broker/dealer or insurance company that is the parent of Party A if S&P determines that Party A is core or strategically important to such parent entity. (2) Without prejudice to Party A's obligations under the Collateral Support Annex, during any period in which a Collateralization Event is occurring, Party A shall, at its own expense, post collateral according to the terms of the 1994 ISDA Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex). To avoid the obligation to post collateral in accordance with the CSA, Party A may, at any time, (i) furnish an Eligible Guarantee (as defined below) of Party A's obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement (as defined herein), (ii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B, (b) satisfies the Hedge Counterparty Ratings Requirement and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement must not lead to a termination event or event of default occurring in respect of the new transactions, as applicable, provided further, that (in the case of an S&P Collateralization Event) satisfaction of the Rating Agency Condition in relation to S&P shall be required for any transfer of any Transactions under this Part 5(b)(2)(iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto) or (iii) (a) in the case of a Fitch Collateralization Event, perform any other action which satisfies the Fitch Ratings Conditions or (b) in the case of an S&P Collateralization Event, perform any other action which satisfies the Rating Agency Condition in relation to S&P.