Common use of Implications of Rating Events Clause in Contracts

Implications of Rating Events. (A) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the tenth day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b) above, and notwithstanding Section 5(a)(ii), Party A does not take the measure described in subparagraph 7.2(a) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's provisions shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (D) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. (Axxxvi) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bxxxvii) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a(i) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a(ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the tenth day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b(ii) above, and notwithstanding Section 5(a)(ii), Party A does not take the measure described in subparagraph 7.2(a(ii) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cxxxviii) Any failure by If Party A does not take any of the measures described in subparagraph 7.3 above (and regardless of whether reasonable efforts have been used to comply with or perform implement any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's provisions of those measures), such failure shall not be or give rise to an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (D) Each of the following but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth Business Day following the occurrence of such Initial Xxxxx'x Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (xxxix) If Party A does not take the measures described in subparagraph 7.4(ii) above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall give rise to an Event of Default with respect to Party A which shall be deemed to have occurred on the thirtieth Business Day following such Subsequent Xxxxx'x Rating Event with Party A as the Defaulting Party:. Further, it shall constitute an Additional Termination Event with respect to Party A if, even after satisfying the requirement to post collateral as required by subparagraph 7.4(ii) above, and notwithstanding Section 5(a)(ii), Party A does not, irrespective of whether or not Party A has applied reasonable efforts, take any of the measures described in subparagraph 7.4(xi) above and (i) at least one Eligible Replacement has made a firm quotation (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(17) below or (ii) at least one entity with the Required Ratings has made a firm quotation (which remains capable of becoming legally binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement. Such Additional Termination Event will be deemed to have occurred on the thirtieth Business Day following the Subsequent Xxxxx'x Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (xl) If Party A does not take any of the measures described in subparagraph 7.5 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (xli) If Party A does not take any of the measures described in subparagraph 7.6 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the First Subsequent Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (xlii) If, at the time a Second Subsequent Fitch Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.5(v) or subparagraph 7.6(i) and fails to continue to post collateral pending compliance with subparagraph 7.7(i) above, or fails promptly to appoint an independent verification agent, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the tenth day following such Second Subsequent Fitch Rating Event and the thirtieth day following any prior Fitch Rating Event or First Subsequent Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.7(ii) above, and notwithstanding Section 5(a)(ii), Party A does not take the measures described in subparagraph 7.7(i) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Second Subsequent Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (xliii) In the event that Party B were to designate an Early Termination Date and there would be a payment due to Party A under Section 6 of the Agreement, Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this paragraph 7.8 if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible, as determined by Party B in its sole and absolute discretion, the economic, legal and credit terms of the Terminated Transactions, and Party B has obtained the Master Issuer Security Trustee's prior written consent thereto. All reasonable costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A. Each of Party B and the Master Issuer Security Trustee shall use their reasonable endeavours to co-operate with Party A in putting in place such credit support documentation, including (without limitation) agreeing to such arrangements in such documentation as may satisfy S&P, Xxxxx'x and/or Fitch, as applicable, with respect to the operation and management of the collateral and entering into such documents as may reasonably be requested by Party A in connection with the provision of such collateral or in connection with any of the other measures which Party A may take under this Part 5(7) following the rating events described herein.

Implications of Rating Events. (Aa) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the tenth day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b) above, and notwithstanding Section 5(a)(ii), Party A does not take the measure described in subparagraph 7.2(a) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (i) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (ii) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.. Back to Contents (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.1(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a7.2(b) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (i) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (1) of Delivery Amount is no greater than zero and (ii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (i) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (ii) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be Back to Contents or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.2(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a7.2(b) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (Ai) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (ii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (A) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (1) of Delivery Amount is no greater than zero and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (a) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (b) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be Back to Contents or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.2(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a7.2(b) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (Ai) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (ii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (A) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (1) of Delivery Amount is no greater than zero and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. (A) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to a mark to market collateral arrangement put in placx xxrsuant to subparagraph 7.1(a7.1 (a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the tenth day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b) above, and notwithstanding Section 5(a)(ii), Party A does not take the measure described in subparagraph 7.2(a) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's provisions shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (D) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (i) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (ii) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.. Back to Contents (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.2(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (i) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (1) of Delivery Amount is no greater than zero and (ii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (a) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (b) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or Back to Contents give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.2(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a7.2(b) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (Ai) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (Bii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (i) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (i) of Delivery Amount is no greater than zero and (ii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (a) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (b) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.. Back to Contents (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.2(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a7.2(b) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (Ai) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (ii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (A) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (1) of Delivery Amount is no greater than zero and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (i) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (ii) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Back to Contents Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.2(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a(b) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (i) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (1) of Delivery Amount is no greater than zero and (ii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (i) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (ii) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Back to Contents Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.2(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a(b) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (Ai) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (Bii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (i) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (1) of Delivery Amount is no greater than zero and (ii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. (Aa) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the tenth day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b) above, and notwithstanding Section 5(a)(ii), Party A does not take the measure described in subparagraph 7.2(a) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's ’s provisions shall not be an Event of Default unless (A) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

Implications of Rating Events. Each of the following provisions (Aa) to (g) (inclusive) is without prejudice to the consequences of Party A (a) breaching any provision of this Agreement other than the subparagraph of this paragraph 7 to which each such provision refers or (b) failing to post collateral under the Credit Support Annex in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers. (a) If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those Back to Contents measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day next Business Day after the tenth Business Day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Bb) If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above and fails to continue to post collateral pending compliance with subparagraph 7.2(a) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of next Business Day after the tenth day Business Day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.2(b7.2(a) above, and notwithstanding Section 5(a)(iiClause 5.1(b), Party A does not take the measure described in subparagraph 7.2(a7.2(b) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth next Business Day after the sixtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (Cc) Any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex in accordance with the Moody's Xxxxx’x provisions shall not be an Event of Default unless (Ai) the Second Rating Trigger Requirements apply and at least 30 Local Business Days have elapsed since the last time the Second Rating Trigger Requirements did not apply and (Bii) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. Notwithstanding any other provision of this Agreement, an Event of Default will occur with respect to Party A if (a) on any Valuation Date, the Second Rating Trigger Requirements apply, the Delivery Amount equals or exceeds the Transferor’s Minimum Transfer Amount and Party A fails to post sufficient collateral to ensure that the amount calculated under paragraph (1) of Delivery Amount is no greater than zero and (b) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A. (Dd) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party: