Common use of Initial S&P Rating Event Clause in Contracts

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under the provisions of the Credit Support Annex; and (b) at its own discretion, and at its own cost, Party A may: (i) subject to Part 5(17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if either (1) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of neither Party A (or its successor or permitted transferee) or nor any Credit Support Provider from time to time in respect of Party A, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by has the Initial S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Required Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten Business Days (as defined the Initial Remedy Period, post collateral at its own cost in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under accordance with the provisions of the Credit Support Annex; and (b) at any time, at its own discretion, discretion and at its own cost, Party A may: (i) subject to Part 5(17) below, transfer all of its rights and obligations with respect of to this Agreement to a replacement third party approved by that has the Master Issuer Security TrusteeSubsequent S&P Required Rating (provided that if the replacement third party does not have the Initial S&P Required Rating at the time such transfer occurs, whose consent shall be given if either (1) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction will provide collateral under the provisions of the Credit Support Annex or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from an Eligible Guarantor that has the Initial S&P Required Rating); or (ii) procure a third party satisfactory to guarantee in respect of its obligations under this Agreement from an Eligible Guarantor that has the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the co-obligor or guarantor are rated at least “A-1” by S&P), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any TaxInitial S&P Required Rating; or (iii) take such other action (which may, for the avoidance of doubt, include taking no action) (as Party A may agree with confirmed by S&P) as will result in the rating of the Relevant Notes then outstanding following the taking of such action (or inaction) being maintained at, or restored to, the level it was at immediately prior to such Initial S&P 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.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of neither Party A (or its successor or permitted transferee) or nor any Credit Support Provider from time to time in respect of Party A, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by has the Initial S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Required Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten Business Days (as defined the Initial Remedy Period, post collateral at its own cost if required in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under accordance with the provisions of the Credit Support Annex; and (b) at any time, at its own discretion, discretion and at its own cost, Party A may: (i) subject to Part 5(17) below, transfer all of its rights and obligations with respect of to this Agreement to a replacement third party approved by that has the Master Issuer Security TrusteeSubsequent S&P Required Rating (provided that if the replacement third party does not have the Initial S&P Required Rating at the time such transfer occurs, whose consent shall be given if either (1) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction will provide collateral under the provisions of the Credit Support Annex or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from an Eligible Guarantor that has the Initial S&P Required Rating); or (ii) procure a third party satisfactory to guarantee in respect of its obligations under this Agreement from an Eligible Guarantor that has the Master Issuer Security Trustee (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the co-obligor or guarantor are rated at least “A-1” by S&P), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any TaxInitial S&P Required Rating; or (iii) take such other action (which may, for the avoidance of doubt, include taking no action) (as Party A may agree with confirmed by S&P) as will result in the rating of the Relevant Notes then outstanding following the taking of such action (or inaction) being maintained at, or restored to, the level it was at immediately prior to such Initial S&P 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.

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “"A-1” +" by Standard & Poor’s 's Rating Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. (S&P) (an Initial INITIAL S&P Rating EventRATING EXXXX), then:: (a) xxxx Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) both: (1) provide collateral under the provisions of the Credit Support Annex; and (b2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONS) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its own discretionsuccessor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or 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 ceases to be rated at its own costleast as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A may:shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (iB) subject to Part 5(175 (17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if Trustee provided that either (1) such transfer would maintain the short-term, unsecured and unsubordinated debt obligations ratings of the entity are rated at least “A-1” Relevant Notes by S&PS&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (iiC) obtain a co-obligation or guarantee in respect 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 S&P confirms that such co-obligation or guarantee would maintain the short-term, unsecured and unsubordinated debt obligations rating of the co-obligor Relevant Notes by S&P at, or guarantor are rated restore the rating of the Relevant Notes by S&P to, the level it would have been at least “A-1” by S&Pimmediately prior to such Initial S&P 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 (iiiD) take such other action as Party A may agree with S&P, 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 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under the provisions of the Credit Support Annex; and (b) at its own discretion, and at its own cost, Party A may: (i) subject to Part 5(17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if either (1) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or and, if applicable, any Credit Support Provider from time to time in respect of Party A, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “"A-1” " by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) S&P (an Initial "INITIAL S&P Rating EventRATING EVENT"), then:: (a) then Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) 30 calendar days of the occurrence of such Initial S&P Rating Event, provide on a reasonable efforts basis and at its own cost attempt either to: (A) transfer collateral under in accordance with the provisions of the Credit Support Annex; and; (bB) at its own discretion, and at its own cost, Party A may: (i) subject to Part 5(17) below, transfer all of its rights and obligations with respect of to this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if Party B (acting reasonably) provided that either (1) such transfer would maintain the short-termrating assigned to the Notes by S&P at, unsecured and unsubordinated debt obligations of or restore the entity are rated rating assigned to the Notes by S&P to, the level it would have been at least “A-1” by S&P, but for such Initial S&P Rating Event or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any TaxS&P ; (iiC) obtain procure another person to become a co-obligation obligor or guarantee guarantor in respect of its rights and Party A's obligations with respect to this Agreement from a third party satisfactory Agreement, provided that either (1) such co-obligor arrangement or guarantee would maintain the rating assigned to the Master Issuer Security Trustee Notes by S&P at, or restore the rating assigned to the Notes by S&P to, the level it would have been at but for such Initial S&P Rating Event or (whose consent shall be given if the short-term, unsecured and unsubordinated debt obligations of the 2) such co-obligor or guarantor are rated at least “A-1” by S&P), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Taxis agreed between Party A and S&P ; or (iiiD) take such other action as Party A may agree with S&PS&P. If at any time any of the measures described in Part 5(c)(i)(B), provided thatPart 5(c)(i)(C) and Part 5(c)(i)(D) above is taken or a relevant Rating Event Remedy occurs, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to Part 5(c)(i)(A) above will be transferred by Party B back to Party A and Party A will not be required to transfer any additional collateral in all cases, respect of such action does not result in any requirement for deduction or withholding for or on account of any TaxInitial S&P Rating Event.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of neither Party A (or its successor or permitted transfereeassignee) or nor any Credit Support Provider from time to time in respect of Party A, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by has the Initial S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Required Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an "Initial S&P Rating Event"), then:: (a) Party A will, within ten Business Days (as defined the Collateral Remedy Period, post collateral at its own cost if required in accordance with the Confirmation in respect provisions of the Transaction under Credit Support Annex (unless the applicable S&P Framework is S&P Weak, in which case this Agreementsub- paragraph (a) of shall not apply); and (b) Party A may, at any time following the occurrence of such Initial S&P Rating Event, provide collateral under the provisions of the Credit Support Annex; and (b) at its own discretion, discretion and at its own cost, Party A maycost and expense: (i) I. subject to Part 5(175(o) (Transfers) below, transfer all of its rights and obligations with respect of to this Agreement to a replacement third party approved by the Master Issuer Security Trusteethat is an S&P Eligible Replacement; or II. procure, whose consent shall be given if either (1) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” subject to confirmation by S&P, or (2) such replacement a guarantee complying with S&P’s relevant guarantee criteria in respect of its obligations under this Agreement from a third party is agreed between that has the Subsequent S&P Required Rating; or III. take such other action (which may, for the avoidance of doubt, include taking no action) as will result in (x) the rating of the Notes then outstanding following the taking of such action (or inaction) being maintained at, or restored to, the level it would have been at but for such Initial S&P Rating Event and regardless of any other capacity in which Party A may act in respect of the Notes; and S&P(y) the Notes not being placed on credit watch by S&P as a result of the Initial S&P 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; (ii) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, cases such action does not result in any requirement for deduction or withholding for or on account of any Tax.

Initial S&P Rating Event. Back to Contents In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under the provisions of the Credit Support Annex; and (b) at its own discretion, and at its own cost, Party A may: (i) subject to Part 5(17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if either (1) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under the provisions of the Credit Support Annex; and (b) at its own discretion, and at its own cost, Party A may: (i) subject to Part 5(17) 5 (17 below), transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if either (1) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “"A-1” +" by Standard & Poor’s 's Rating Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. (S&P) (an Initial INITIAL S&P Rating EventRATING XXXNT), then:: (a) then Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) both: (1) provide collateral under the provisions of the Credit Support Annex; and (b2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONS) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its own discretionsuccessor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or 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 ceases to be rated at its own costleast as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A may:shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (iB) subject to Part 5(175 (17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if Trustee provided that either (1) such transfer would maintain the short-term, unsecured and unsubordinated debt obligations ratings of the entity are rated at least “A-1” Relevant Notes by S&PS&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (iiC) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.Issuer

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under the provisions of the Credit Support Annex; and (b) at its own discretion, and at its own cost, Party A may: (i) subject to Part 5(17) 5 (17 below), transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if either (1A) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2B) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten 10 Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under the provisions of the Credit Support Annex; and (b) at its own discretion, and at its own cost, Party A may: (i) subject to Part 5(175 (17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if either (1) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “"A-1” +" by Standard & Poor’s 's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) then Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (a) both: (i) provide collateral under the provisions of the Credit Support Annex; and (bii) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the Independent Valuations) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its own discretionsuccessor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or 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 ceases to be rated at its own costleast as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A may:shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (ib) subject to Part 5(175 (17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if Trustee provided that either (1) such transfer would maintain the short-term, unsecured and unsubordinated debt obligations ratings of the entity are rated at least “A-1” Relevant Notes by S&PS&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (iic) obtain a co-obligation or guarantee in respect 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 S&P confirms that such co-obligation or guarantee would maintain the short-term, unsecured and unsubordinated debt obligations rating of the co-obligor Relevant Notes by S&P at, or guarantor are rated restore the rating of the Relevant Notes by S&P to, the level it would have been at least “A-1” by S&Pimmediately prior to such Initial S&P 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 (iiid) take such other action as Party A may agree with S&P, 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 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (S&P) (an Initial S&P Rating Event), then:: (a) Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Initial S&P Rating Event, provide collateral under the provisions of the Credit Support Annex; and (b) at its own discretion, and at its own cost, Party A may: (i) subject to Part 5(175 (17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if either (1A) the short-term, unsecured and unsubordinated debt obligations of the entity are rated at least “A-1” by S&P, or (2B) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (ii) obtain a co-obligation or guarantee in respect 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 co-obligor or guarantor are rated at least “A-1” by S&P), 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 (iii) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

Initial S&P Rating Event. In the event that 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, if Party A or such Credit Support Provider is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company as contemplated by the S&P Criteria as defined in the Credit Support Annex (any such entity a Financial Institution), cease to be rated at least as high as “"A-1” +" by Standard & Poor’s 's Rating Services, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc. (S&P) (an Initial INITIAL S&P Rating EventRATING EXXXX), then:: (a) xxxx Party A will, within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) both: (1) provide collateral under the provisions of the Credit Support Annex; and (b2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONS) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its own discretionsuccessor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or 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 ceases to be rated at its own costleast as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A may:shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (iB) subject to Part 5(17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee, whose consent shall be given if Trustee provided that either (1) such transfer would maintain the short-term, unsecured and unsubordinated debt obligations ratings of the entity are rated at least “A-1” Relevant Notes by S&PS&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (iiC) obtain a co-obligation or guarantee in respect 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 S&P confirms that such co-obligation or guarantee would maintain the short-term, unsecured and unsubordinated debt obligations rating of the co-obligor Relevant Notes by S&P at, or guarantor are rated restore the rating of the Relevant Notes by S&P to, the level it would have been at least “A-1” by S&Pimmediately prior to such Initial S&P 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 (iiiD) take such other action as Party A may agree with S&P, 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 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.