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 cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) (an INITIAL S&P RATING XXXXX), xxxn Party A will, within 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) put in place an appropriate mark-to-market collateral arrangement (which may xx xased on the credit support documentation published by the International Swaps and Derivatives Association, Inc. (ISDA), or otherwise, and relates to collateral in the form of cash or securities or both) in support of Party A's obligations under this Agreement on terms satisfactory to the Trustee, provided that (1) Party A shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the most recent articles published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA"), and (2) the Collateral Amount shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Notes by S&P at or to the level it was at immediately prior to the Initial S&P Rating Event; (B) 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 provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&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; (C) 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 rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been 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; or (D) 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.
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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 cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) (an INITIAL S&P RATING XXXXX), xxxn Party A will, within 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) put both:
(1) provide collateral under the provisions of the Credit Support Annex; and
(2) provide to Party B and S&P legal opinions satisfactory to S&P in place an appropriate mark-to-market relation to the posting of collateral arrangement (which may xx xased on pursuant to the credit support documentation published Credit Support Annex if required to do so by S&P at the International Swaps time of such posting and Derivatives Association, Inc. (ISDA), or otherwise, obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and relates willing to collateral in the form of cash or securities or both) in support 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 successor 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 least as high as "BBB+" by S&P. Such Independent Valuations will take place on terms satisfactory 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 Trustee, provided that highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (1C) Party A shall be deemed to have satisfied the requirements of provide S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the most recent articles published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA"), and (2) the Collateral Amount shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Notes by S&P at or two Independent Valuations and its calculations pursuant to the level it was at immediately prior to Credit Support Annex for the Initial S&P Rating Eventday on which the Independent Valuations are obtained;
(B) 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 provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&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;
(C) 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 rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been 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; or
(D) 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.
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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 cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) (an INITIAL S&P RATING XXXXX), xxxn Party A will, within 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) put both:
(1) provide collateral under the provisions of the Credit Support Annex; and
(2) provide to Party B and S&P legal opinions satisfactory to S&P in place an appropriate mark-to-market relation to the posting of collateral arrangement (which may xx xased on pursuant to the credit support documentation published Credit Support Annex if required to do so by S&P at the International Swaps time of such posting and Derivatives Association, Inc. (ISDA), or otherwise, obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and relates willing to collateral in the form of cash or securities or both) in support 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 successor 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 least as high as "BBB+" by S&P. Such Independent Valuations will take place on terms satisfactory 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 Trustee, provided that highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (1C) Party A shall be deemed to have satisfied the requirements of provide S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the most recent articles published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA"), and (2) the Collateral Amount shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Notes by S&P at or two Independent Valuations and its calculations pursuant to the level it was at immediately prior to Credit Support Annex for the Initial S&P Rating Eventday on which the Independent Valuations are obtained;
(B) 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 provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&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;
(C) 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 rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been 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; or
(D) 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.
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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 cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. (S&P) (an INITIAL Initial S&P RATING XXXXXRating Event), xxxn then Party A will, within 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:
(Ai) put both:
(ii) provide collateral under the provisions of the Credit Support Annex; and
(iii) provide to Party B and S&P legal opinions satisfactory to S&P in place an appropriate mark-to-market relation to the posting of collateral arrangement (which may xx xased on pursuant to the credit support documentation published Credit Support Annex if required to do so by S&P at the International Swaps time of such posting and Derivatives Association, Inc. (ISDA), or otherwise, obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and relates willing to collateral in the form of cash or securities or both) in support 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 successor 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 least as high as "BBB+" by S&P. Such Independent Valuations will take place on terms satisfactory 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 Trustee, provided that highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (1C) Party A shall be deemed to have satisfied the requirements of provide S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the most recent articles published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA"), and (2) the Collateral Amount shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Notes by S&P at or two Independent Valuations and its calculations pursuant to the level it was at immediately prior to Credit Support Annex for the Initial S&P Rating Eventday on which the Independent Valuations are obtained;
(Biv) 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 provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&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;
(Cv) 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 rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been 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; or
(Dvi) 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(b7.1(iv), 7.1(c7.1(v) or 7.1(d(vi) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a(i) 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.
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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 cease to be rated at least as high as "A-1+" by Standard & Poor's has the Initial S&P Required Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) (an INITIAL "Initial S&P RATING XXXXXRating Event"), xxxn then:
(A) Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating EventRemedy Period, on a reasonable efforts basis and post collateral at its own cost attempt either to:
(A) put in place an appropriate mark-to-market collateral arrangement (which may xx xased on the credit support documentation published by the International Swaps and Derivatives Association, Inc. (ISDA), or otherwise, and relates to collateral in the form of cash or securities or both) in support of Party A's obligations under this Agreement on terms satisfactory to the Trustee, provided that (1) Party A shall be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the most recent articles published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA"), and (2) the Collateral Amount shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating terms of the Notes by S&P at or to the level it was at immediately prior to the Initial S&P Rating Event;Credit Support Annex; and
(B) Party A may, at any time, at its own discretion and its own cost:
(1) subject to Part 5(175(g) (Transfers) 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 Trustee Subsequent S&P Required Rating (provided that either (1) if the replacement third party does not have the Initial S&P Required Rating at the time such transfer would maintain the ratings of the Relevant Notes by S&P atoccurs, 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 will provide collateral under the provisions of the Credit Support Annex or withholding for or on account of any Tax;
(C) 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
(2) procure an Eligible Guarantor that has the Initial S&P Required Rating to provide a third party satisfactory to guarantee in respect of the Master Issuer Security Trustee obligations of Party A under this Agreement; or
(whose consent shall be given if S&P confirms that 3) take such co-obligation or guarantee would maintain other action (as confirmed by S&P) as will result in the rating of the Relevant Notes by S&P then outstanding following the taking of such action being maintained at, or restore the rating of the Relevant Notes by S&P restored to, the level it would have been 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; or
(D) 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(b5(f)(i)(x)(B)(1), 7.1(c(2) or 7.1(d(3) above are satisfied at any timetime and the relevant transferee or guarantor has the Initial S&P Required Rating, 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 EventEvent pursuant to subparagraph 5(f)(i)(x)(A) above following the satisfaction of the provisions in subparagraphs 5(f)(i)(x)(B)(1), (2) or (3) above.
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Samples: Master Agreement
