Common use of Ratings Downgrade Provisions Clause in Contracts

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event I, Xxxxxx shall within 30 calendar days, at its own expense, either: (A) provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx shall have no further obligations in respect of this Part 5(10)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event IIEvent, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx[Bank], then Xxxxxx [Bank] shall, within 5 Local Business Days of the occurrence of such Ratings Event IEvent, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, [Bank] may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x [Bank]’s rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. or Each of I(A), I(B) and I(CI(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event IEvent, Xxxxxx [Bank] has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx [Bank] shall have no further obligations in respect of this Part 5(10)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event IIEvent, Xxxxxx [Bank] has not provided a Third Party Credit Support Document as provided in II(AI(A) above or transferred its rights and obligations as provided in II(BI(B) above, or (ii) Xxxxxx [Bank] has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty [Bank] shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x [Bank]’s obligations under this Part 5(10)(II5(10)(I) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above[Bank]. The failure by Xxxxxx [Bank] to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx [Bank] as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to XxxxxxJPMorgan, then Xxxxxx JPMorgan shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, JPMorgan may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x JPMorgan’s rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(CI(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx JPMorgan has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx JPMorgan shall have no further obligations in respect of this Part 5(10)(I). If, (i) on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, JPMorgan has not provided a Third Party Credit Support Document as provided in I(A) above or transferred its rights and obligations as provided in I(B) above, or (ii) JPMorgan has provided a Third Party Credit Support Document as provided in I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Ratings Event I (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, Counterparty may demand that JPMorgan deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Notwithstanding the foregoing, JPMorgan’s obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to JPMorgan. The failure by Xxxxxx JPMorgan to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx JPMorgan as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to XxxxxxJPMorgan, then Xxxxxx JPMorgan shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event IInotice, Xxxxxx shall, within 10 business days, at its own expense, JPMorgan shall either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x JPMorgan’s rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx JPMorgan has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx JPMorgan shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx JPMorgan was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx JPMorgan shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx JPMorgan has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx JPMorgan has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx JPMorgan is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx JPMorgan will deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently Concurrently with such delivery of Eligible Collateral, Xxxxxx JPMorgan shall cause its outside counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions, if necessary to satisfy the Rating Agency Condition. Notwithstanding Xxxxxx’x JPMorgan’s posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx JPMorgan shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x JPMorgan’s obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) aboveJPMorgan. The failure by Xxxxxx JPMorgan to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx JPMorgan as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event I, Xxxxxx shall within 30 calendar days, at its own expense, either: (A) provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx shall have no further obligations in respect of this Part 5(10)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts commercially reasonable efforst to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(CI(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx shall have no further obligations in respect of this Part 5(10)(I). If, (i) on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has not provided a Third Party Credit Support Document as provided in I(A) above or transferred its rights and obligations as provided in I(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Ratings Event I (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, Counterparty may demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event IInotice, Xxxxxx shall, within 10 business days, at its own expense, shall either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx will deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to XxxxxxBarclays, then Xxxxxx Barclays shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, Barclays may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x Barclays’ rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(CI(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx Barclays has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx Barclays shall have no further obligations in respect of this Part 5(10)(I). If, (i) on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Barclays has not provided a Third Party Credit Support Document as provided in I(A) above or transferred its rights and obligations as provided in I(B) above, or (ii) Barclays has provided a Third Party Credit Support Document as provided in I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Ratings Event I (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, Counterparty may demand that Barclays deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Notwithstanding the foregoing, Barclays’ obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Barclays. The failure by Xxxxxx Barclays to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx Barclays as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to XxxxxxBarclays, then Xxxxxx Barclays shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event IInotice, Xxxxxx shall, within 10 business days, at its own expense, Barclays shall either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x Barclays’ rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx Barclays has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx Barclays shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx Barclays was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx Barclays shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx Barclays has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx Barclays has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx Barclays is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx Barclays will deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently Concurrently with such delivery of Eligible Collateral, Xxxxxx Barclays shall cause its outside counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions, if necessary to satisfy the Rating Agency Condition. Notwithstanding Xxxxxx’x Barclays’ posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx Barclays shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x Barclays’ obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) aboveBarclays. The failure by Xxxxxx Barclays to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx Barclays as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event I, Xxxxxx shall within 30 calendar days, at its own expense, either: (A) provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx shall have no further obligations in respect of this Part 5(10)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best commercially reasonable efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event IIEvent, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to XxxxxxParty A, then Xxxxxx Party A shall, within 5 Local Business Days of the occurrence of such Ratings Event IEvent, give notice of the occurrence of such Ratings Event I to Counterparty. Party B. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, Party A may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;Party B; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x or assign Party A's rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance at its sole option and expense, establish such other arrangements with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Party B. Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event IEvent, Xxxxxx Party A has provided a Third Party Credit Support Document as provided in I(A) above or such other arrangements as provided in I(C) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document or such other arrangement is in effect effect, and the Rating Agency Condition continues to be satisfied, Xxxxxx Party A shall have no further obligations in respect of this Part 5(10)(I5(o)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event IIEvent, Xxxxxx Party A has not provided a Third Party Credit Support Document as provided in II(AI(A) above or above, transferred its rights and obligations as provided in II(BI(B) above or established such other arrangements as provided in I(C) above, or (ii) Xxxxxx Party A has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document or such other arrangement, as the case may be, has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, or (iii) Party A's long-term senior unsecured debt rating is lower than BBB- by S&P then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which (A) the Third Party Credit Support Document or such other arrangement referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency ConditionCondition or (B) Party A's long-term senior unsecured debt rating falls below BBB- by S&P, and only to the extent that Xxxxxx is not already delivering Party A shall deliver Eligible Collateral to Counterparty Party B in accordance with the terms of an Approved Credit Support Document pursuant and on such terms satisfactory to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictionsAgencies. Notwithstanding Xxxxxx’x Party A's posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx Party A shall use best efforts to either transfer its rights and obligations to an acceptable third party or, in case of clause (i) or (ii) only, to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x Party A's obligations under this Part 5(10)(II5(o)(I) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. Party A. The failure by Xxxxxx Party A to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx Party A as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to XxxxxxMorgan, then Xxxxxx Morgan shall, within 5 Local Business Days 0 Xxxxl Businxxx Xxys of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event I, Xxxxxx Morgan shall within 30 calendar daysdaxx, at xx its own expense, either: (A) provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; (B) transfer Xxxxxx’x Morgan's rights and obligations under the unxxx xxx Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x Morgan's rights under this subparagraph subparaxxxxx (CX) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x Morgan's obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to XxxxxxMorgan. Each of I(A), I(B) and xxx I(C) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx Morgan has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx Morgan shall have no further obligations obligxxxxxx in respect of this Part 5(10)(I). The failure by Xxxxxx Morgan to comply with the provisions hereof provisioxx xxxeof shall constitute an Additional Termination Event, with Xxxxxx Morgan as the sole Affected Party Affectex Xxxxy and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to XxxxxxMorgan, then Xxxxxx Morgan shall, within 5 Local Business Days 0 Xxxxl Businxxx Xxys of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx Morgan shall, within 10 business daysdxxx, at xt its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x Morgan's rights and obligations under the unxxx xxx Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx Morgan has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx Morgan shall have no further obligations furthxx xxxigations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx Morgan was delivering Eligible Collateral Colxxxxxxl to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx Morgan shall have no further obligations xxxigations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx Morgan has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx Morgan has provided a Third Party Credit Xxxxxx Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx Morgan is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx Morgan deliver Eligible Collateral Coxxxxxxal to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx Morgan shall cause its counsel to deliver xxxxxxr to Counterparty an opinion as to the enforceability of Counterparty’s 's security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x Morgan's posting of Eligible Collateral in Collaxxxxx xx accordance with the terms of the Approved Credit Support Document, Xxxxxx Morgan shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x Morgan's obligations under this Part 5(10)(IIPaxx 0(00)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to XxxxxxMorgan. Notwithstanding the foregoingforegoxxx, if xf such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx Morgan must follow subparagraph II(BII(X) abovexxove. The failure by Xxxxxx Morgan to comply with the provisions hereof provisioxx xxxeof II shall constitute an Additional Termination Event, with Xxxxxx Morgan as the sole Affected Party Affectex Xxxxy and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following Following the occurrence of a Ratings Event I and/or a Event, for as long as such Ratings Event IIis continuing, the parties shall comply with the following provisions, as applicable. I. If , provided that if a Ratings Event I Rating Agency has rated and then subsequently ceased to rate the Rated Notes as a result of a withdrawal of its rating or otherwise, the provisions of this section shall occur and be continuing cease to apply with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Rating Agency. (i) Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event I, Xxxxxx shall within 30 calendar days, at its own expense, either: (A) provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;Actions upon Ratings Event I: Not later than: (Bi) transfer Xxxxxx’x rights and obligations under 14 calendar days in the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms case of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(BFitch; (ii) and I(C) above shall be subject to satisfaction of 30 Business Days in the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence case of a Ratings Event I, Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx shall have no further obligations in respect of this Part 5(10)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing I with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of Moody's; and after such Ratings Event III has occurred and is continuing, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx Santander shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party expense transfer Eligible Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support DocumentDocument and, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party following such transfer, maintain Eligible Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral as required under the Approved Credit Support Document shall remain in effect only and/or take such other action (which may, for so long as a the avoidance of doubt, include taking no action) provided that the Rating Agencies are given prior notification of such other action (or inaction) and the rating by the Rating Agencies of the Rated Notes following the taking of such action (or inaction) is maintained at, or restored to, the level at which it was immediately prior to such Ratings Event II is continuing I. Santander’s obligations under this Part 6(a)(i)(A) shall cease, solely with respect to Xxxxxx. Notwithstanding the foregoingsuch occurrence, if (A) there is no Ratings Event I or (B) Santander has, at its own cost and, with respect to Fitch, within 30 calendar days after such Ratings Event II is I has occurred, either provided to the Counterparty an Eligible Guarantee from an Eligible Guarantor meeting the Ratings Event I Required Ratings in respect of the type described all Santander’s present and future obligations under this Agreement or transferred its rights and obligations pursuant to a Qualifying Novation, in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply either case in accordance with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:terms of this Schedule.

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, either: (A) provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx shall have no further obligations in respect of this Part 5(10)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event IInotice, Xxxxxx shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party; provided, however, that if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow this subparagraph (B). Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after receipt by the Counterparty of notice of the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business days after receipt by the Counterparty of notice of the occurrence of a Ratings Event II, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business days after receipt by the Counterparty of notice of the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall may demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to XxxxxxParty A, then Xxxxxx Party A shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Party B. Following the occurrence of such Ratings Event Inotice, Xxxxxx Party A shall within 30 calendar days, at its own expense, either: (A) provide, or cause post collateral pursuant to be provided, a Third Party the terms of the Credit Support Document to CounterpartyAnnex; (B) at its sole option and expense, provided an Eligible Guarantee; or (C) at its sole option and expense, transfer Xxxxxx’x Party A’s rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver an Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; providedReplacement, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 Local Business Days after the occurrence of a Ratings Event I by S&P or 30 calendar days after the occurrence of a Ratings Event II by Fitch, Xxxxxx Party A has provided a Third Party posted collateral pursuant to the terms of the Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfiedAnnex, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx A shall have no further obligations in respect of this Part 5(10)(I5(i)(I). Party A’s obligations under this Part 5(i)(I) to post Eligible Collateral under the Credit Support Annex shall remain in effect only for so long as a Ratings Event I is continuing with respect to Party A. The failure by Xxxxxx Party A to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx Party A as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to XxxxxxParty A, then Xxxxxx Party A shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Party B. Following the occurrence of such Ratings Event IInotice, Xxxxxx shall, within 10 business days, at its own expense, Party A shall either: (A) post collateral pursuant to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party terms of the Credit Support Document to CounterpartyAnnex; AND (B) at its sole option and expense, provided an Eligible Guarantee; or (BC) at its sole option and expense, transfer Xxxxxx’x Party A’s rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be an Eligible Replacement, subject to satisfaction of the Rating Agency Condition. IfIn addition to posting collateral pursuant to the terms of the Credit Support Annex, on or prior to the date that is 10 business 60 calendar days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) II by S&P or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event IIII by Fitch, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in A must take action pursuant to II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(BII(C) above. The failure by Xxxxxx Party A to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx Party A as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to XxxxxxJPMorgan, then Xxxxxx JPMorgan shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, JPMorgan may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x JPMorgan’s rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(CI(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx JPMorgan has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx JPMorgan shall have no further obligations in respect of this Part 5(10)(I). If, (i) on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, JPMorgan has not provided a Third Party Credit Support Document as provided in I(A) above or transferred its rights and obligations as provided in I(B) above, or (ii) JPMorgan has provided a Third Party Credit Support Document as provided in I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Ratings Event I (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, Counterparty may demand that JPMorgan deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Notwithstanding the foregoing, JPMorgan’s obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to JPMorgan. The failure by Xxxxxx JPMorgan to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx JPMorgan as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to XxxxxxJPMorgan, then Xxxxxx JPMorgan shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event IInotice, Xxxxxx shall, within 10 business days, at its own expense, JPMorgan shall either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x JPMorgan’s rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx JPMorgan has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx JPMorgan shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx JPMorgan was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx JPMorgan shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx JPMorgan has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx JPMorgan has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:in

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to XxxxxxBarclays, then Xxxxxx Barclays shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, Barclays may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x Barclays’ rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(CI(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx Barclays has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx Barclays shall have no further obligations in respect of this Part 5(10)(I). If, (i) on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Barclays has not provided a Third Party Credit Support Document as provided in I(A) above or transferred its rights and obligations as provided in I(B) above, or (ii) Barclays has provided a Third Party Credit Support Document as provided in I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Ratings Event I (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, Counterparty may demand that Barclays deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Notwithstanding the foregoing, Barclays’ obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Barclays. The failure by Xxxxxx Barclays to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx Barclays as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to XxxxxxBarclays, then Xxxxxx Barclays shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event IInotice, Xxxxxx shall, within 10 business days, at its own expense, Barclays shall either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x Barclays’ rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx Barclays has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx Barclays shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx Barclays was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx Barclays shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx Barclays has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx Barclays has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx Barclays is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx Barclays will deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x Barclays’ posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx Barclays shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x Barclays’ obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) aboveBarclays. The failure by Xxxxxx Barclays to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx Barclays as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x Xxxxxx'x rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(CI(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx shall have no further obligations in respect of this Part 5(10)(I). If, (i) on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has not provided a Third Party Credit Support Document as provided in I(A) above or transferred its rights and obligations as provided in I(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Ratings Event I (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, Counterparty may demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event IInotice, Xxxxxx shall, within 10 business days, at its own expense, shall either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x Xxxxxx'x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event II, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty Xxxxxx shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event IIEvent, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx[Bank], then Xxxxxx [Bank] shall, within 5 Local Business Days of the occurrence of such Ratings Event IEvent, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event Inotice, Xxxxxx shall within 30 calendar days, at its own expense, [Bank] may either: (A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty;; or (B) at its sole option and expense, use reasonable efforts to transfer Xxxxxx’x [Bank]'s rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. or Each of I(A), I(B) and I(CI(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event IEvent, Xxxxxx [Bank] has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx [Bank] shall have no further obligations in respect of this Part 5(10)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business 30 calendar days after the occurrence of a Ratings Event IIEvent, Xxxxxx [Bank] has not provided a Third Party Credit Support Document as provided in II(AI(A) above or transferred its rights and obligations as provided in II(BI(B) above, or (ii) Xxxxxx [Bank] has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business 30 calendar days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty [Bank] shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy the Rating Agency Condition, concurrently with such delivery of Eligible Collateral, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictions. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x [Bank]'s obligations under this Part 5(10)(II5(10)(I) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above[Bank]. The failure by Xxxxxx [Bank] to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx [Bank] as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. As used herein:

Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event I and/or a Ratings Event II, the parties shall comply with the following provisions, as applicable. I. If a Ratings Event I shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event I, give notice of the occurrence of such Ratings Event I to Counterparty. Following the occurrence of such Ratings Event I, Xxxxxx shall within 30 calendar days, at its own expense, either: (A) provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document; provided, however that Xxxxxx’x rights under this subparagraph (C) are subject to the confirmation of the Rating Agencies. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event I is continuing with respect to Xxxxxx. Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event I, Xxxxxx has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, Xxxxxx shall have no further obligations in respect of this Part 5(10)(I). The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. II. If a Ratings Event II shall occur and be continuing with respect to Xxxxxx, then Xxxxxx shall, within 5 Local Business Days of the occurrence of such Ratings Event II, give notice of the occurrence of such Ratings Event II to Counterparty. Following the occurrence of such Ratings Event II, Xxxxxx shall, within 10 business days, at its own expense, either: (A) to the extent that is has not already done so in accordance with Part 5(10)(I), provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or (B) transfer Xxxxxx’x rights and obligations under the Agreement and all Confirmations to another party. Each of II(A) and II(B) above shall be subject to satisfaction of the Rating Agency Condition. If, on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support Document is in effect and the Rating Agency Condition continues to be satisfied, then, (i) Xxxxxx shall have no further obligations in respect of this Part 5(10)(II) and, (ii) if Xxxxxx was delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Xxxxxx shall have no further obligations to deliver Eligible Collateral under the Approved Credit Support Document. If, (i) on or prior to the date that is 10 business days after the occurrence of a Ratings Event II, Xxxxxx has not provided a Third Party Credit Support Document as provided in II(A) above or transferred its rights and obligations as provided in II(B) above, or (ii) Xxxxxx has provided a Third Party Credit Support Document as provided in II(A) or I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied, then, on the first Local Business Day following the date that is 10 business days after the occurrence of the Ratings Event II (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency ConditionCondition (the “Ratings Event II Due Date”), and only to the extent that Xxxxxx is not already delivering Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document pursuant to the provisions of Part 5(10)(I) hereof, Counterparty shall demand that Xxxxxx deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Upon request and only if necessary to satisfy No later than the Rating Agency Condition, concurrently with such delivery of Eligible CollateralRatings Event II Due Date, Xxxxxx shall cause its counsel to deliver to Counterparty an opinion as to (i) the enforceability of Counterparty’s security interest in such Eligible Collateral in all relevant jurisdictionsjurisdictions and (ii) the trust having timely access to such Eligible Collateral. Notwithstanding Xxxxxx’x posting of Eligible Collateral in accordance with the terms of the Approved Credit Support Document, Xxxxxx shall use best efforts to either transfer its rights and obligations to an acceptable third party or to provide a Third Party Credit Support Document. Notwithstanding the foregoing, Xxxxxx’x obligations under this Part 5(10)(II) to find a transferee or provide a Third Party Credit Support Document and to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event II is continuing with respect to Xxxxxx. Notwithstanding the foregoing, if such Ratings Event II is of the type described in clause (a) of the definition thereof, then Xxxxxx must follow subparagraph II(B) above. The failure by Xxxxxx to comply with the provisions hereof shall constitute an Additional Termination Event, with Xxxxxx as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions. As used herein: