Common use of Rating Event Clause in Contracts

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) 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 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 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 and 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 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 rating falls below (A) 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” 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 (which 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 confirmation in writing that their respective ratings of the Certificates as in existence immediately prior to the Rating Event will be restored or maintained. For purposes of this Agreement, “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 an amendment to this 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 (with a copy to the Trustee) and to the rating agencies that at the time are providing ratings for the Certificates 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) the right to designate an Early Termination Date under the a substitute documentation 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 its own expense (and subject to the Rating Agency Condition), deliver collateral, in an amount sufficient to restore or maintain the amount specified under rating of the Credit Support Annex or (C) otherwise provideNotes immediately prior to the Rating Event, at its own expense and within thirty (30) days of such Ratings EventEvent 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 “Rating Agencies”) (A) withdraws its rating for the short-term unsecured and unsubordinated debt (the “Short Term Rating”) of Party A or A, (B) reduces its Short Term Rating of Party A to a level below “BBB-A-3” by S&P or “F2” by Fitch 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, at its own expense, 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 rating falls below (A) 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 or (B)(1) if such ratings being referred to herein as the “Approved Ratings Thresholds.” For purposes of this provision, “entity has only a Long-Term 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 (which term for the avoidance of doubt excludes Xxxxx’x Investors Service, Inc. (it or its successor, “by Moody’s”)) making a rating reduction or withdrawal (each such Rating Agency, a Long-Term Rating of at least “Downgrading Aa3” by Moody’s and if rated “Aa3” by Moody’s such entity is not on negative credit watch by Moody’s or (2) if such entity has a Long-Term Rating Agency”) and receive from each Downgrading a Short Term Rating Agency (with by Moody’s, a copy to the Trustee) a confirmation in writing that their respective ratings Long-Term Rating of the Certificates as in existence immediately prior to the Rating Event will be restored or maintained. For purposes of this Agreement, “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 an amendment to this Agreement.at

Rating Event. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support providerCredit 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 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 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 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 will, at its own expense (and subject to the Rating Agency Condition)) and within thirty (30) days of such Ratings Event, deliver collateral, in the amount specified under 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 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 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 providerCredit Support Provider), if its rating falls below (A) 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 (which 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 confirmation in writing that their respective ratings of the Certificates as in existence immediately prior to the Rating Event will be restored or maintained. For purposes of this Agreement, “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 an amendment to this 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 (with a copy to the Trustee) and to the rating agencies that at the time are providing ratings for the Certificates 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) 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 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 an amount sufficient to restore or maintain the amount specified under rating of the Credit Support Annex or (C) otherwise provideNotes immediately prior to the Rating Event, at its own expense and within thirty (30) days of such Ratings EventEvent 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 “Rating Agencies”) (A) withdraws its rating for the short-term unsecured and unsubordinated debt (the “Short Term Rating”) of Party A or A, (B) reduces its Short Term Rating of Party A to a level below “BBB-A-3” by S&P or “F2” by Fitch 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, at its own expense, 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 rating falls below (A) 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 or (B)(1) if such ratings being referred to herein as the “Approved Ratings Thresholds.” For purposes of this provision, “entity has only a Long-Term 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 (which term for the avoidance of doubt excludes Xxxxx’x Investors Service, Inc. (it or its successor, “by Moody’s”)) making a rating reduction or withdrawal (each such Rating Agency, a Long-Term Rating of at least “Downgrading Aa3” by Moody’s and if rated “Aa3” by Moody’s such entity is not on negative credit watch by Moody’s or (2) if such entity has a Long-Term Rating Agency”) and receive from each Downgrading a Short Term Rating Agency (with by Moody’s, a copy to the Trustee) a confirmation in writing that their respective ratings Long-Term Rating of the Certificates as in existence immediately prior to the Rating Event will be restored or maintained. For purposes of this Agreement, “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 an amendment to this Agreement.at