Common use of Rating Event Clause in Contracts

Rating Event. (i) (x) If, at any time, the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) cease to be rated at least as high as A1 (or its equivalent) by Moody's (and, at such time, the long-term, unsecured and unsubordinated debt obligations of any co-obligor to Party A are not rated as high as A1 (or its equivalent) by Moody's (such ratings together the "MOODY'S REQUIRED RATINGS I")), then Party A will, at its own cost within 30 days from ceasing to meet Moody's Required Ratings I: (a) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer or (y) a replacement third party agreed by Moody's; or (b) procure another person to become co-obligor in respect of the obligations of Party A under this Agreement. Such co-obligor may be either (x) a person with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer, or (y) a person agreed by Moody's; or (c) take such other action as Party A may agree with Moody's; or (d) at its own cost, lodge collateral in an amount determined in accordance with the Moody's Criteria as set out in the Credit Support Annex to this Schedule in support of its obligations under this Agreement (or other lesser amount which might be agreed with Moody's). If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to (i)(x)(d) above will be retransferred to Party A and Party A will not be required to transfer any additional collateral.

Rating Event. (i) (x) If, at any time, the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) cease to be rated at least as high as A1 (or its equivalent) by Moody's (and, at such time, the long-term, unsecured and unsubordinated debt obligations of any co-obligor to Party A are not rated as high as A1 (or its equivalent) by Moody's (such ratings together the "MOODY'S REQUIRED RATINGS I")), then Party A will, at its own cost within 30 days from ceasing to meet Moody's Required Ratings I1: (a) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer or (y) a replacement third party agreed by Moody's; or (b) procure another person to become co-obligor in respect of the obligations of Party A under this Agreement. Such co-obligor may be either (x) a person with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer, or (y) a person agreed by Moody's; or (c) take such other action as Party A may agree with Moody's; or (d) at its own cost, lodge collateral in an amount determined in accordance with the Moody's Criteria as set out in the Credit Support Annex to this Schedule in support of its obligations under this Agreement (or other lesser amount which might be agreed with Moody's). If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to (i)(x)(d) above will be retransferred to Party A and Party A will not be required to transfer any additional collateral.

Rating Event. (i) (x) If, at any time, the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) cease to be rated at least as high as A1 (or its equivalent) by Moody's (and, at such time, the long-term, unsecured and unsubordinated xxx xxxubordinated debt obligations of any co-obligor to Party A are not rated as high as A1 (or its equivalent) by Moody's (such ratings together the "MOODY'S REQUIRED RATINGS XXXXXXX I")), then Party A will, at its own xxx xxx cost within 30 days from ceasing to meet Moody's Required Ratings I: (a) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings I domiciled in the same legal jurisdiction xxxxxdiction as Party A or the Issuer or (y) a replacement third party agreed by Moody's; or (b) procure another person to become co-obligor in oblixxx xx respect of the obligations of Party A under this Agreement. Such co-obligor may be either (x) a person with the Moody's Required Ratings I domiciled in the same legal jurisdiction legax xxxxxdiction as Party A or the Issuer, or (y) a person agreed by Moody's; or (c) take such other action as Party A may agree with agxxx xxxh Moody's; or (d) at its own cost, lodge collateral in an amount xxxxxx determined in accordance with the Moody's Criteria as set out in the Credit Support Annex to this Annxx xx xhis Schedule in support of its obligations under this Agreement (or other lesser amount which might be agreed with Moody's). If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied satxxxxxx at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to (i)(x)(d) above will be retransferred to Party A and Party A will not be required to transfer any additional collateral.

Rating Event. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then (i) Party A will promptly give notice of the circumstances to Party B (with a copy to the Trustee) and to the rating agencies that at the time are providing ratings for the Certificates (each a “Rating Agency”) and (ii)(A) Party A will at its own expense (and subject to the Rating Agency Condition), assign the Transactions under this Agreement to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement and must obtain a release of the mutual obligations of Party A and Party B under this Agreement, subject to survival of indemnities in respect of tax matters (a “Release”) and provided (x) Ifthe right to designate an Early Termination Date under the substitute documentation on the grounds contemplated in Section 5(a)(vii) of this Agreement would be enforceable against that entity (or a receiver, conservator or trustee for it or its property), subject, if applicable, only to such limitations as are provided for in the Federal Deposit Insurance Act (the “FDIA”), (y) Party B would, in proceedings of the kinds contemplated in that provision, have an enforceable right to apply any collateral posted by the proposed counterparty to secure its obligations under the proposed replacement agreement without need for leave of court or any other person (subject, if applicable, only to such qualifications as may be relevant under the FDIA), and (z) no withholding taxes would be applicable to payments to be made by or to Party B in respect of payments due under Section 2(a) of the proposed agreement or (B) Party A will at its own expense (and subject to the Rating Agency Condition), deliver collateral, in the amount specified under the Credit Support Annex or (C) otherwise provide, at any timeits own expense and within thirty (30) days of such Ratings Event, Alternative Credit Support, as defined below, subject to the longRating Agency Condition (provided, however, that if Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (it or its successor, “S&P”), or Fitch, Inc. (it or its successor, “Fitch”, and collectively with S&P and the “Rating Agencies”) (A) withdraws its rating for the short-term, term unsecured and unsubordinated debt obligations (the “Short Term Rating”) of Party A or (B) reduces its Short Term Rating of Party A to a level below “BBB-” by S&P or “F2” by Fitch (a “Second Trigger Event”) Party A will no longer be eligible to deliver collateral pursuant to clause (ii)(B) or provide Alternative Credit Support pursuant to clause (ii)(C), but must assign the Transactions hereunder, at its own expense, to a third party within five (5) days of such Second Trigger Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement and must obtain a Release under this Agreement). For purposes of this Transaction, a “Ratings Event” will occur with respect to Party A (or any applicable credit support provider), if its successorrating falls below (A) cease to be rated a Short Term Rating at least as high as A1 equal to “A-1” by S&P (or its equivalent) by Moody's (andif no Short Term Rating exists, at such time, a rating for the long-term, long term unsecured and unsubordinated debt obligations of any co-obligor to Party A are not rated as high as A1 (of “A+”) or its equivalent) by Moody's (“F1” such ratings together being referred to herein as the "MOODY'S REQUIRED RATINGS I"))“Approved Ratings Thresholds.” For purposes of this provision, then Party A will“Rating Agency Condition” means, at its own cost within 30 days from ceasing to meet Moody's Required Ratings I: (a) transfer all of its rights and obligations with respect to this Agreement any particular proposed act or omission to either act hereunder that the party acting or failing to act must consult with any Rating Agency (xwhich term for the avoidance of doubt excludes Xxxxx’x Investors Service, Inc. (it or its successor, “Moody’s”)) making a rating reduction or withdrawal (each such Rating Agency, a “Downgrading Rating Agency”) and receive from each Downgrading Rating Agency (with a copy to the Trustee) a replacement third party with the Moody's Required Ratings I domiciled confirmation in the same legal jurisdiction as Party A or the Issuer or (y) a replacement third party agreed by Moody's; or (b) procure another person to become co-obligor in respect writing that their respective ratings of the obligations Certificates as in existence immediately prior to the Rating Event will be restored or maintained. For purposes of Party A under this Agreement, “Alternative Credit Support” means an absolute and unconditional guarantee, credit intermediation arrangement, letter of credit or other additional credit support or collateral. Such co-obligor may be either (x) a person with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer, or (y) a person agreed by Moody's; or (c) take such other action as Party A may agree with Moody's; or (d) at its own cost, lodge collateral in an amount determined in accordance with the Moody's Criteria as set out in the Any Credit Support Annex to this Schedule in support of its obligations under this Agreement (or other lesser amount which might document governing Alternative Credit Support shall be agreed with Moody's). If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by made a Credit Support Document for Party A pursuant to (i)(x)(d) above will be retransferred an amendment to Party A and Party A will not be required to transfer any additional collateralthis Agreement.

Rating Event. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable Credit Support Provider), then (i) Party A will promptly give notice of the circumstances to Party B (xwith a copy to the Trustee) Ifand (ii)(A) Party A will at its own expense (and subject to the Rating Agency Condition), at assign the Transactions under this Agreement to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any timeapplicable Credit Support Provider meets or exceeds, the long-term, unsecured Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement and unsubordinated debt must obtain a release of the mutual obligations of Party A and Party B under this Agreement (a “Release”) and provided (x) the right to designate an Early Termination Date under the substitute documentation on the grounds contemplated in Section 5(a)(vii) of this Agreement would be enforceable against that entity (or a receiver, conservator or trustee for it or its successorproperty), subject, if applicable, only to such limitations as are provided for in the Federal Deposit Insurance Act (the “FDIA”), (y) cease Party B would, in proceedings of the kinds contemplated in that provision, have an enforceable right to apply any collateral posted by the proposed counterparty to secure its obligations under the proposed replacement agreement without need for leave of court or any other person (subject, if applicable, only to such qualifications as may be relevant under the FDIA), and (z) no withholding taxes would be applicable to payments to be rated at least as high as A1 (made by or its equivalent) by Moody's (and, at such time, the long-term, unsecured and unsubordinated debt obligations of any co-obligor to Party A are not rated as high as A1 B in respect of payments due under Section 2(a) of the proposed agreement or (or its equivalentB) by Moody's (such ratings together the "MOODY'S REQUIRED RATINGS I")), then Party A will, at its own cost expense (and subject to the Rating Agency Condition) and within 30 thirty (30) days from ceasing to meet Moody's Required of such Ratings I: (a) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings I domiciled Event, deliver collateral, in the same legal jurisdiction as Party A or the Issuer or (y) a replacement third party agreed by Moody's; or (b) procure another person to become co-obligor in respect of the obligations of Party A amount specified under this Agreement. Such co-obligor may be either (x) a person with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer, or (y) a person agreed by Moody's; or (c) take such other action as Party A may agree with Moody's; or (d) at its own cost, lodge collateral in an amount determined in accordance with the Moody's Criteria as set out in the Credit Support Annex or (C) otherwise provide, at its own expense and within thirty (30) days of such Ratings Event, Alternative Credit Support, as defined below, subject to the Rating Agency Condition (provided, however, that if Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (it or its successor, “S&P”) or Fitch, Inc. (it or its successor, “Fitch”, and collectively with S&P, each a “Rating Agency” and together, the “Rating Agencies”) (A) withdraws its rating for the short-term unsecured and unsubordinated debt (the “Short Term Rating”) of Party A or (B) reduces its Short Term Rating of Party A to a level below “BBB-” by S&P or “F2” by Fitch (a “Second Trigger Event”), Party A will no longer be eligible to deliver collateral pursuant to clause (ii)(B) or provide Alternative Credit Support pursuant to clause (ii)(C), but must assign the Transactions hereunder, at its own expense, to a third party within five (5) days of such Second Trigger Event that meets or exceeds, or as to which any applicable Credit Support Provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Schedule in support of its obligations Agreement and must obtain a Release under this Agreement Agreement). For purposes of this Transaction, a “Ratings Event” will occur with respect to Party A (or other lesser amount which might be agreed with Moody's). If any of (i)(x)(aapplicable Credit Support Provider), if its rating falls below (i)(x)(bA) a Short Term Rating at least equal to “A-1” by S&P (or if no Short Term Rating exists, a rating for the long term unsecured and unsubordinated debt of Party A of “A+”) or “F1” by Fitch such ratings being referred to herein as the “Approved Ratings Thresholds.” For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any Rating Agency (i)(x)(cwhich term for the avoidance of doubt excludes Xxxxx’x Investors Service, Inc. (it or its successor, “Moody’s”)) are satisfied at any timemaking a rating reduction or withdrawal (each such Rating Agency, all collateral a “Downgrading Rating Agency”) and receive from each Downgrading Rating Agency (with a copy to the Trustee) a confirmation in writing that their respective ratings of the Certificates as in existence immediately prior to the Rating Event will be restored or the equivalent thereofmaintained. For purposes of this Agreement, as appropriate) transferred by “Alternative Credit Support” means an absolute and unconditional guarantee, credit intermediation arrangement, letter of credit or other additional credit support or collateral. Any Credit Support Annex or document governing Alternative Credit Support shall be made a Credit Support Document for Party A pursuant to (i)(x)(d) above will be retransferred an amendment to Party A and Party A will not be required to transfer any additional collateralthis Agreement.

Rating Event. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then (i) Party A will promptly give notice of the circumstances to Party B and to the rating agencies that at the time are providing ratings for the Notes (each a “Rating Agency”) and (ii)(A) Party A will at its own expense (and subject to the Rating Agency Condition), assign the Transactions under this Agreement to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement and must obtain a release of the mutual obligations of Party A and Party B under this Agreement, subject to survival of indemnities in respect of tax matters (a “Release”) and provided (x) Ifthe right to designate an Early Termination Date under a substitute agreement with such third party on the grounds contemplated in Section 5(a)(vii) of this Agreement would be enforceable against that entity (or a receiver, conservator or trustee for it or its property), subject, if applicable, only to such limitations as are provided for in the Federal Deposit Insurance Act (the “FDIA”), (y) Party B would, in proceedings of the kinds contemplated in that provision, have an enforceable right to apply any collateral posted by the proposed counterparty to secure its obligations under the proposed replacement agreement without need for leave of court or any other person (subject, if applicable, only to such qualifications as may be relevant under the FDIA), and (z) no withholding taxes would be applicable to payments to be made by or to Party B in respect of payments due under Section 2(a) of the proposed agreement or (B) Party A will at any timeits own expense (and subject to the Rating Agency Condition), deliver collateral, in an amount sufficient to restore or maintain the rating of the Notes immediately prior to the Rating Event, within thirty (30) days of such Ratings Event and an executed ISDA Credit Support Annex, with such modifications as shall be agreed upon at the time and subject to the Rating Agency Condition, as soon as practicable or (C) otherwise provide Alternative Credit Support, as defined below, subject to the Rating Agency Condition (provided, however, that if Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (it or its successor, “S&P”), Xxxxx’x Investors Service, Inc. (it or its successor, “Moody’s”) or Fitch, Inc. (it or its successor, “Fitch”, and collectively with S&P and Moody’s, the long“Rating Agencies”) (A) withdraws its rating for the short-term, term unsecured and unsubordinated debt obligations (the “Short Term Rating”) of Party A, (B) reduces its Short Term Rating of Party A to a level below “A-3” by S&P or “F2” by Fitch, or (C)(1) if Party A has only a long-term senior, unsecured debt obligation rating, financial program rating or other similar rating (as the case may be, the “Long-Term Rating”) by Moody’s, reduces its Long Term Rating to a level at or below “A2” by Moody’s or (2) if Party A has a Long-Term Rating and a Short Term Rating by Moody’s, reduces its Long-Term Rating to a level at or below “A3” and its Short Term Rating to a level at or below “P-2”, (as applicable, a “Second Trigger Event”), Party A will no longer be eligible to deliver collateral pursuant to clause (ii)(B) or provide Alternative Credit Support pursuant to clause (ii)(C), but must assign the Transactions hereunder to a third party within five (5) days of such Second Trigger Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement and must obtain a Release under this Agreement). For purposes of this Transaction, a “Ratings Event” will occur with respect to Party A (or any applicable credit support provider), if its successorrating falls below (A) cease to be rated a Short Term Rating at least as high as A1 equal to “A-1” by S&P or “F1” by Fitch or (or its equivalentB)(1) if such entity has only a Long-Term Rating by Moody's (and’s, a Long-Term Rating of at such time, the long-term, unsecured and unsubordinated debt obligations of any co-obligor to Party A are not rated as high as A1 (or its equivalent) least “Aa3” by Moody's (’s and if rated “Aa3” by Moody’s such ratings together the "MOODY'S REQUIRED RATINGS I")), then Party A will, at its own cost within 30 days from ceasing to meet entity is not on negative credit watch by Moody's Required Ratings I: (a) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer ’s or (y2) if such entity has a replacement third party agreed Long-Term Rating and a Short Term Rating by Moody's; or (b) procure another person to become co’s, a Long-obligor in respect Term Rating of the obligations of Party A under this Agreement. Such co-obligor may be either (x) a person with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer, or (y) a person agreed by Moody's; or (c) take such other action as Party A may agree with Moody's; or (d) at its own cost, lodge collateral in an amount determined in accordance with the Moody's Criteria as set out in the Credit Support Annex to this Schedule in support of its obligations under this Agreement (or other lesser amount which might be agreed with Moody's). If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to (i)(x)(d) above will be retransferred to Party A and Party A will not be required to transfer any additional collateral.at

Rating Event. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then (i) Party A will promptly give notice of the circumstances to Party B and to the rating agencies that at the time are providing ratings for the Notes (each a “Rating Agency”) and (ii)(A) Party A will at its own expense (and subject to the Rating Agency Condition), assign the Transactions under this Agreement to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement and must obtain a release of the mutual obligations of Party A and Party B under this Agreement, subject to survival of indemnities in respect of tax matters (a “Release”) and provided (x) Ifthe right to designate an Early Termination Date under the substitute documentation on the grounds contemplated in Section 5(a)(vii) of this Agreement would be enforceable against that entity (or a receiver, conservator or trustee for it or its property), subject, if applicable, only to such limitations as are provided for in the Federal Deposit Insurance Act (the “FDIA”), (y) Party B would, in proceedings of the kinds contemplated in that provision, have an enforceable right to apply any collateral posted by the proposed counterparty to secure its obligations under the proposed replacement agreement without need for leave of court or any other person (subject, if applicable, only to such qualifications as may be relevant under the FDIA), and (z) no withholding taxes would be applicable to payments to be made by or to Party B in respect of payments due under Section 2(a) of the proposed agreement or (B) Party A will at any timeits own expense (and subject to the Rating Agency Condition), deliver collateral, in an amount sufficient to restore or maintain the rating of the Notes immediately prior to the Rating Event, within thirty (30) days of such Ratings Event and an executed ISDA Credit Support Annex, with such modifications as shall be agreed upon at the time and subject to the Rating Agency Condition, as soon as practicable or (C) otherwise provide Alternative Credit Support, as defined below, subject to the Rating Agency Condition (provided, however, that if Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (it or its successor, “S&P”), Xxxxx’x Investors Service, Inc. (it or its successor, “Moody’s”) or Fitch, Inc. (it or its successor, “Fitch”, and collectively with S&P and Moody’s, the long“Rating Agencies”) (A) withdraws its rating for the short-term, term unsecured and unsubordinated debt obligations (the “Short Term Rating”) of Party A, (B) reduces its Short Term Rating of Party A to a level below “A-3” by S&P or “F2” by Fitch, or (C)(1) if Party A has only a long-term senior, unsecured debt obligation rating, financial program rating or other similar rating (as the case may be, the “Long-Term Rating”) by Moody’s, reduces its Long Term Rating to a level at or below “A2” by Moody’s or (2) if Party A has a Long-Term Rating and a Short Term Rating by Moody’s, reduces its Long-Term Rating to a level at or below “A3” and its Short Term Rating to a level at or below “P-2”, (as applicable, a “Second Trigger Event”), Party A will no longer be eligible to deliver collateral pursuant to clause (ii)(B) or provide Alternative Credit Support pursuant to clause (ii)(C), but must assign the Transactions hereunder to a third party within five (5) days of such Second Trigger Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement and must obtain a Release under this Agreement). For purposes of this Transaction, a “Ratings Event” will occur with respect to Party A (or any applicable credit support provider), if its successorrating falls below (A) cease to be rated a Short Term Rating at least as high as A1 equal to “A-1” by S&P or “F1” by Fitch or (or its equivalentB)(1) if such entity has only a Long-Term Rating by Moody's (and’s, a Long-Term Rating of at such time, the long-term, unsecured and unsubordinated debt obligations of any co-obligor to Party A are not rated as high as A1 (or its equivalent) least “Aa3” by Moody's (’s and if rated “Aa3” by Moody’s such ratings together the "MOODY'S REQUIRED RATINGS I")), then Party A will, at its own cost within 30 days from ceasing to meet entity is not on negative credit watch by Moody's Required Ratings I: (a) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer ’s or (y2) if such entity has a replacement third party agreed Long-Term Rating and a Short Term Rating by Moody's; or (b) procure another person to become co’s, a Long-obligor in respect Term Rating of the obligations of Party A under this Agreement. Such co-obligor may be either (x) a person with the Moody's Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer, or (y) a person agreed by Moody's; or (c) take such other action as Party A may agree with Moody's; or (d) at its own cost, lodge collateral in an amount determined in accordance with the Moody's Criteria as set out in the Credit Support Annex to this Schedule in support of its obligations under this Agreement (or other lesser amount which might be agreed with Moody's). If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to (i)(x)(d) above will be retransferred to Party A and Party A will not be required to transfer any additional collateral.at

Rating Event. (i) (x) If, at any time, the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) cease to be rated at least as high as A1 (or its equivalent) by Moody's Moodys (and, at such time, the long-term, unsecured and unsubordinated debt obligations of any co-obligor to Party A are not rated as high as A1 (or its equivalent) by Moody's Moodys (such ratings together the "MOODY'S REQUIRED RATINGS I")), then Party A will, at its own cost within 30 days from ceasing to meet Moody's Required Ratings I: (a) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Moody's Moodys Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer or (y) a replacement third party agreed by Moody'sMoodys; or (b) procure another person to become co-obligor in respect of the obligations of Party A under this Agreement. Such co-obligor may be either (x) a person with the Moody's Moodys Required Ratings I domiciled in the same legal jurisdiction as Party A or the Issuer, or (y) a person agreed by Moody'sMoodys; or (c) take such other action as Party A may agree with Moody'sMoodys; or (d) at its own cost, lodge collateral in an amount determined in accordance with the Moody's Moodys Criteria as set out in the Credit Support Annex to this Schedule in support of its obligations under this Agreement (or other lesser amount which might be agreed with Moody's). If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to (i)(x)(d) above will be retransferred to Party A and Party A will not be required to transfer any additional collateral.