Common use of Fitch Rating Event Clause in Contracts

Fitch Rating Event. In the event that: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A+" (or its equivalent) by Fitch Ratings Ltd (FITCH); or (B) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "F1" (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENT) then Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either: (1) provide collateral under the Credit Support Annex; (2) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if Fitch confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if Fitch confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“A+" ” (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“F1" ” (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either:: Back to Contents (1i) provide collateral under the Credit Support Annex; (2ii) subject to Part 5 (17 below), transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A+" (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "F1" (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either: (1i) provide collateral under the Credit Support Annex; (2ii) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if Fitch confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if Fitch confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“A+" ” (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“F1" ” (or its equivalent) by Fitch, Back to Contents and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either: (1i) provide collateral under the Credit Support Annex; (2ii) subject to Part 5(17) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“A+" ” (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“F1" ” (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty 30 days of the occurrence of such Fitch Rating Event, at its own cost, either:: Back to Contents (1i) provide collateral under the Credit Support Annex; (2ii) subject to Part 5(17) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“A+" ” (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“F1" ” (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Back to Contents Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either: (1i) provide collateral under the Credit Support Annex; (2ii) subject to Part 5(17) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Ai) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A+" (or its equivalent) by Fitch Ratings Ltd (FITCH); or (Bii) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "F1" (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENT) then Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either: (1A) provide collateral under the Credit Support Annex; (2B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if Fitch confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3C) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if Fitch confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4D) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“A+" ” (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“F1" ” (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty 30 days of the occurrence of such Fitch Rating Event, at its own cost, either: (1i) provide collateral under the Credit Support Annex; (2ii) subject to Part 5(17) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee Back to Contents (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“A+" ” (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“F1" ” (or its equivalent) by Fitch, Back to Contents and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty 30 days of the occurrence of such Fitch Rating Event, at its own cost, either: (1i) provide collateral under the Credit Support Annex; (2ii) subject to Part 5(17) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“A+" ” (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“F1" ” (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty 30 days of the occurrence of such Fitch Rating Event, at its own cost, either:: Back to Contents (1i) provide collateral under the Credit Support Annex; (2ii) subject to Part 5 (17) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Axxii) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A+" (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bxxiii) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "F1" (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either: (1xxiv) provide collateral under the Credit Support Annex; (2xxv) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the [Master Issuer Issuer] Security Trustee (whose consent shall be given if Fitch confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3xxvi) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the [Master Issuer Issuer] Security Trustee (whose consent shall be given if Fitch confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4xxvii) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii7.5(vi), 7.5(iii7.5(vii) or 7.5(iv7.5(viii) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i7.5(v) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

Fitch Rating Event. In the event that: (Aa) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“A+" ” (or its equivalent) by Fitch Ratings Ltd (FITCHFitch); or (Bb) the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "“F1" ” (or its equivalent) by Fitch, and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (a FITCH RATING EVENTFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either:: Back to Contents (1i) provide collateral under the Credit Support Annex; (2ii) subject to Part 5(17) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (3iii) obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the third party and the long-term, unsecured and unsubordinated debt obligations of the third party are then rated not less than “F1” (or its equivalent) and “A+” (or its equivalent), respectively, by Fitch or Fitch otherwise confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (4iv) take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.5(ii), 7.5(iii) or 7.5(iv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.