{"component": "clause", "props": {"groups": [{"samples": [{"hash": "lkppwmvuFkw", "uri": "/contracts/lkppwmvuFkw#ratings-event", "label": "Isda Master Agreement (Sasco 2006-Bc4)", "score": 21.0, "published": true}, {"hash": "iqmiTYg0IFS", "uri": "/contracts/iqmiTYg0IFS#ratings-event", "label": "Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa3 /DE)", "score": 21.0, "published": true}, {"hash": "gAgXRjdxQmJ", "uri": "/contracts/gAgXRjdxQmJ#ratings-event", "label": "Isda Master Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-5)", "score": 21.0, "published": true}], "snippet_links": [{"key": "at-any-time", "type": "clause", "offset": [49, 60]}, {"key": "date-hereof", "type": "clause", "offset": [71, 82]}, {"key": "relevant-entity", "type": "definition", "offset": [88, 103]}, {"key": "hedge-counterparty-ratings-threshold", "type": "definition", "offset": [130, 166]}, {"key": "calendar-days", "type": "definition", "offset": [227, 240]}, {"key": "in-the-case", "type": "clause", "offset": [246, 257]}, {"key": "failure-to-meet", "type": "clause", "offset": [263, 278]}, {"key": "the-requirements", "type": "clause", "offset": [279, 295]}, {"key": "the-definition-of", "type": "definition", "offset": [319, 336]}, {"key": "local-business-days", "type": "definition", "offset": [387, 406]}, {"key": "sole-expense", "type": "definition", "offset": [522, 534]}, {"key": "eligible-replacement", "type": "definition", "offset": [550, 570]}, {"key": "satisfaction-of", "type": "clause", "offset": [585, 600]}, {"key": "rating-agency-condition", "type": "definition", "offset": [605, 628]}, {"key": "obligations-of-party-a", "type": "clause", "offset": [642, 664]}, {"key": "assignment-and-assumption-agreement", "type": "definition", "offset": [698, 733]}, {"key": "form-and-substance", "type": "clause", "offset": [737, 755]}, {"key": "party-b", "type": "definition", "offset": [783, 790]}, {"key": "sp-and-fitch", "type": "clause", "offset": [839, 852]}, {"key": "outstanding-transactions", "type": "definition", "offset": [867, 891]}, {"key": "identical-terms", "type": "clause", "offset": [923, 938]}, {"key": "provided-that", "type": "clause", "offset": [995, 1008]}, {"key": "date-of", "type": "clause", "offset": [1046, 1053]}, {"key": "assumption-or-replacement", "type": "clause", "offset": [1059, 1084]}, {"key": "agreement-or", "type": "definition", "offset": [1179, 1191]}, {"key": "new-transactions", "type": "definition", "offset": [1196, 1212]}, {"key": "event-or-event-of-default", "type": "clause", "offset": [1295, 1320]}, {"key": "eligible-guarantee", "type": "definition", "offset": [1456, 1474]}, {"key": "obligations-under-this-agreement", "type": "clause", "offset": [1488, 1520]}, {"key": "hedge-counterparty-ratings-requirement", "type": "definition", "offset": [1557, 1595]}, {"key": "post-collateral", "type": "clause", "offset": [1687, 1702]}, {"key": "amount-required", "type": "clause", "offset": [1709, 1724]}, {"key": "pursuant-to", "type": "definition", "offset": [1738, 1749]}, {"key": "credit-support-document", "type": "definition", "offset": [1763, 1786]}], "snippet": "It shall be a ratings event (\u201cRatings Event\u201d) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of \u201cHedge Counterparty Ratings Threshold\u201d, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency Condition, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A\u2019s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by \u2587\u2587\u2587\u2587\u2587\u2019\u2587, S&P and Fitch).", "size": 60, "hash": "a128602484e72692ad1d7dcbefdf4a96", "id": 2}, {"samples": [{"hash": "ddZdZpDJVHY", "uri": "/contracts/ddZdZpDJVHY#ratings-event", "label": "Master Agreement (Permanent Mortgages Trustee LTD)", "score": 18.0, "published": true}, {"hash": "dSIv7zlaQig", "uri": "/contracts/dSIv7zlaQig#ratings-event", "label": "Master Agreement (Permanent Mortgages Trustee LTD)", "score": 18.0, "published": true}, {"hash": "cSaIcVBqxZq", "uri": "/contracts/cSaIcVBqxZq#ratings-event", "label": "Master Agreement (Permanent Mortgages Trustee LTD)", "score": 18.0, "published": true}], "snippet_links": [{"key": "in-the-event", "type": "clause", "offset": [4, 16]}, {"key": "obligations-of-party-a", "type": "clause", "offset": [71, 93]}, {"key": "credit-support-provider", "type": "clause", "offset": [120, 143]}, {"key": "from-time-to-time", "type": "clause", "offset": [144, 161]}, {"key": "in-respect-of", "type": "clause", "offset": [162, 175]}, {"key": "standard-poor", "type": "definition", "offset": [233, 248]}, {"key": "rating-services", "type": "definition", "offset": [251, 266]}, {"key": "division-of-the", "type": "clause", "offset": [270, 285]}, {"key": "current-rating", "type": "definition", "offset": [369, 383]}, {"key": "the-series", "type": "definition", "offset": [387, 397]}, {"key": "issuer-notes", "type": "definition", "offset": [414, 426]}, {"key": "under-review", "type": "definition", "offset": [451, 463]}, {"key": "sp-rating-event", "type": "definition", "offset": [499, 515]}, {"key": "own-cost", "type": "clause", "offset": [600, 608]}, {"key": "deliver-collateral", "type": "clause", "offset": [621, 639]}, {"key": "party-b", "type": "definition", "offset": [643, 650]}, {"key": "credit-support-annex", "type": "definition", "offset": [667, 687]}, {"key": "amount-of-collateral", "type": "clause", "offset": [718, 738]}, {"key": "rights-and-obligations", "type": "definition", "offset": [790, 812]}, {"key": "agreement-to", "type": "definition", "offset": [834, 846]}, {"key": "the-security-trustee", "type": "clause", "offset": [889, 909]}, {"key": "will-be-given", "type": "clause", "offset": [925, 938]}, {"key": "prior-to", "type": "definition", "offset": [1175, 1183]}, {"key": "to-this-agreement", "type": "clause", "offset": [1274, 1291]}, {"key": "a-third-party", "type": "clause", "offset": [1297, 1310]}, {"key": "other-action", "type": "clause", "offset": [1649, 1661]}, {"key": "following-the", "type": "definition", "offset": [1764, 1777]}, {"key": "at-any-time", "type": "clause", "offset": [1979, 1990]}, {"key": "pursuant-to-paragraph", "type": "clause", "offset": [2074, 2095]}, {"key": "party-a-and-party", "type": "clause", "offset": [2126, 2143]}, {"key": "to-transfer", "type": "clause", "offset": [2167, 2178]}, {"key": "additional-collateral", "type": "definition", "offset": [2183, 2204]}, {"key": "required-ratings", "type": "definition", "offset": [2986, 3002]}, {"key": "legal-jurisdiction", "type": "clause", "offset": [3044, 3062]}, {"key": "as-agreed", "type": "clause", "offset": [3119, 3128]}, {"key": "another-person", "type": "clause", "offset": [3155, 3169]}, {"key": "the-obligations", "type": "clause", "offset": [3205, 3220]}, {"key": "a-person", "type": "clause", "offset": [3288, 3296]}, {"key": "reasonable-efforts", "type": "definition", "offset": [4580, 4598]}], "snippet": "(i) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider from time to time in respect of Party A cease to be rated at least as high as [\"AA-\"] by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (\"S&P\") and, as a result of such down\u2587\u2587\u2587\u2587\u2587\u2587\u2587, the then current rating of the Series o Class o Third Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an \"S&P Rating Event\"), then Party A will, within 30 days of the occurrence of such Ratings Event at its own cost either:\n(A) deliver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with S&P;\n(B) transfer all of its rights and obligations with respect of this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings of the Series o Class o Third Issuer Notes by S&P at, or restore the rating of the Series o Class o Third Issuer Notes by S&P to, the level it would have been at immediately prior to such S&P Rating Event);\n(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o Class o Third Issuer Notes at, or restore the rating of the Series o Class o Third Issuer Notes to, the level it would have been at immediately prior to such S&P Rating Event); or\n(D) take such other action as Party A may agree with S&P as will result in the rating of the Series o Class o Third Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral.\n(ii) In the event that:\n(A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A, ceases to be rated at least as high as \"A1\" (or its equivalent) by Moody's; or\n(B) the short-term, unsecured and unsubordi\u2587\u2587\u2587\u2587\u2587 debt obligations of Party A (or its successor) or any credit support provider in respect of Party A cease to be rated at least as high as \"Prime-1\" (or its equivalent) by Moody's, (such cessation being an \"Initial Moody's Rating \u2587\u2587\u2587\u2587\u2587\"), then Party A will, within 30 days \u2587\u2587 \u2587\u2587\u2587 occurrence of such Initial Moody's Rating Event, at its own cost either:\n(1) \u2587\u2587\u2587\u2587\u2587\u2587\u2587r all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed with Moody's;\n(2) procure another person to become co-obli\u2587\u2587\u2587 \u2587\u2587 respect of the obligations of Party A under this Agreement, such co-obligor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed with Moody's;\n(3) take such other action as agreed with Moody'\u2587; \u2587\u2587\n(4) \u2587\u2587\u2587\u2587ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with Moody's. If any of paragraphs (ii)(1), (ii)(2) or (ii)(3) \u2587\u2587\u2587\u2587\u2587 are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4) will be transferred to Party A and Party A will not be required to transfer any additional collateral.\n(iii) In the event that:\n(A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A cease to be rated as high as A3 (or its equivalent) by Moody's; or\n(B) the short-term, unsecured and unsubordi\u2587\u2587\u2587\u2587\u2587 debt obligations of Party A (or its successor) or any credit support provider in respect of Party A cease to be rated as high as \"Prime-2\" (or its equivalent) by Moody's, (such cessation being a \"Subsequent Moody's Ratin\u2587 \u2587\u2587\u2587\u2587\u2587\"), then Party A will:\n(1) wit\u2587\u2587\u2587 \u2587\u2587 days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, \u2587\u2587\u2587 \u2587\u2587 its own cost, attempt either to:", "size": 30, "hash": "f89a396f59d2ec342e0baff8d5e33308", "id": 3}, {"samples": [{"hash": "9nfbN0uBDwf", "uri": "/contracts/9nfbN0uBDwf#ratings-event", "label": "Master Agreement (Permanent Mortgages Trustee LTD)", "score": 18.0, "published": true}, {"hash": "79M5K1WUQvD", "uri": "/contracts/79M5K1WUQvD#ratings-event", "label": "Master Agreement (Permanent Mortgages Trustee LTD)", "score": 18.0, "published": true}, {"hash": "6CBYchziiCF", "uri": "/contracts/6CBYchziiCF#ratings-event", "label": "Master Agreement (Permanent Mortgages Trustee LTD)", "score": 18.0, "published": true}], "snippet_links": [{"key": "obligations-of-party-a", "type": "clause", "offset": [57, 79]}, {"key": "credit-support-provider", "type": "clause", "offset": [82, 105]}, {"key": "standard-poor", "type": "definition", "offset": [154, 169]}, {"key": "rating-services", "type": "definition", "offset": [172, 187]}, {"key": "the-\u2587", "type": "clause", "offset": [203, 208]}, {"key": "current-rating", "type": "definition", "offset": [288, 302]}, {"key": "the-series", "type": "definition", "offset": [306, 316]}, {"key": "issuer-notes", "type": "definition", "offset": [341, 353]}, {"key": "under-review", "type": "definition", "offset": [378, 390]}, {"key": "initial-sp-rating-event", "type": "clause", "offset": [426, 450]}, {"key": "own-cost", "type": "clause", "offset": [547, 555]}, {"key": "an-appropriate", "type": "clause", "offset": [581, 595]}, {"key": "collateral-agreement", "type": "clause", "offset": [611, 631]}, {"key": "based-on", "type": "clause", "offset": [646, 654]}, {"key": "the-credit", "type": "clause", "offset": [655, 665]}, {"key": "support-documentation", "type": "definition", "offset": [666, 687]}, {"key": "relates-to", "type": "definition", "offset": [725, 735]}, {"key": "form-of", "type": "definition", "offset": [754, 761]}, {"key": "agreement-on-terms", "type": "clause", "offset": [831, 849]}, {"key": "the-security-trustee", "type": "clause", "offset": [866, 886]}, {"key": "will-be-given", "type": "clause", "offset": [902, 915]}, {"key": "provision-of", "type": "clause", "offset": [941, 953]}, {"key": "prior-to", "type": "definition", "offset": [1186, 1194]}, {"key": "provided-that", "type": "clause", "offset": [1226, 1239]}, {"key": "the-requirements", "type": "clause", "offset": [1285, 1301]}, {"key": "amount-of-collateral", "type": "clause", "offset": [1316, 1336]}, {"key": "agreed-to", "type": "clause", "offset": [1337, 1346]}, {"key": "collateral-amount", "type": "definition", "offset": [1403, 1420]}, {"key": "the-criteria", "type": "clause", "offset": [1494, 1506]}, {"key": "as-amended", "type": "definition", "offset": [1548, 1558]}, {"key": "from-time-to-time", "type": "clause", "offset": [1576, 1593]}, {"key": "specified-level", "type": "definition", "offset": [1637, 1652]}, {"key": "participate-in", "type": "definition", "offset": [1656, 1670]}, {"key": "higher-level", "type": "definition", "offset": [1751, 1763]}, {"key": "sp-criteria", "type": "clause", "offset": [1770, 1782]}, {"key": "the-collateral", "type": "definition", "offset": [1793, 1807]}, {"key": "in-accordance-with", "type": "definition", "offset": [1880, 1898]}, {"key": "to-maintain", "type": "clause", "offset": [1917, 1928]}, {"key": "rights-and-obligations", "type": "definition", "offset": [2121, 2143]}, {"key": "agreement-to", "type": "definition", "offset": [2165, 2177]}, {"key": "a-third-party", "type": "clause", "offset": [2651, 2664]}, {"key": "other-action", "type": "clause", "offset": [3027, 3039]}, {"key": "following-the", "type": "definition", "offset": [3150, 3163]}, {"key": "at-any-time", "type": "clause", "offset": [3373, 3384]}, {"key": "pursuant-to-paragraph", "type": "clause", "offset": [3468, 3489]}, {"key": "party-a-and-party", "type": "clause", "offset": [3526, 3543]}, {"key": "to-transfer", "type": "clause", "offset": [3567, 3578]}, {"key": "additional-collateral", "type": "definition", "offset": [3583, 3604]}, {"key": "subsequent-sp-rating-event", "type": "clause", "offset": [3988, 4015]}, {"key": "at-the-time", "type": "clause", "offset": [5360, 5371]}, {"key": "a-\u2587", "type": "clause", "offset": [5454, 5457]}, {"key": "collateral-arrangement", "type": "clause", "offset": [5471, 5493]}, {"key": "post-collateral", "type": "clause", "offset": [5601, 5616]}, {"key": "notwithstanding-the", "type": "definition", "offset": [5617, 5636]}, {"key": "required-ratings", "type": "definition", "offset": [6747, 6763]}, {"key": "legal-jurisdiction", "type": "clause", "offset": [6805, 6823]}, {"key": "party-b", "type": "definition", "offset": [6838, 6845]}, {"key": "another-person", "type": "clause", "offset": [6927, 6941]}, {"key": "in-respect-of", "type": "clause", "offset": [6976, 6989]}, {"key": "the-obligations", "type": "clause", "offset": [6990, 7005]}, {"key": "a-person", "type": "clause", "offset": [7087, 7095]}, {"key": "form-and-substance", "type": "clause", "offset": [7390, 7408]}, {"key": "other-criteria", "type": "clause", "offset": [7708, 7722]}, {"key": "relating-to", "type": "definition", "offset": [7723, 7734]}, {"key": "reasonable-efforts", "type": "definition", "offset": [8540, 8558]}], "snippet": "(i) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as \"A-1+\" by Standard & Poor's Rating Services, a division of The \u2587\u2587\u2587\u2587\u2587\u2587-\u2587\u2587\u2587\u2587 Companies, Inc. (\"S&P\") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an \"INITIAL S&P RATING EVENT\"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:\n(A) put in place an appropriate \u2587\u2587\u2587\u2587-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the \"COLLATERAL AMOUNT\") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the \"S&P CRITERIA\") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event;\n(B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event);\n(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or\n(D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.\n(ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as \"A-3\" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a \"SUBSEQUENT S&P RATING EVENT\"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either:\n(A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event);\n(B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or\n(C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a \u2587\u2587\u2587\u2587-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.\n(iii) If:\n(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as \"A1\" (or its equivalent) by \u2587\u2587\u2587\u2587\u2587'\u2587; or\n(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as \"Prime-1\" (or its equivalent) by \u2587\u2587\u2587\u2587\u2587'\u2587, (such cessation being an \"INITIAL \u2587\u2587\u2587\u2587\u2587'\u2587 RATING EVENT\"), then Party A will, within 30 days of the occurrence of such Initial \u2587\u2587\u2587\u2587\u2587'\u2587 Rating Event, at its own cost either:\n(1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with \u2587\u2587\u2587\u2587\u2587'\u2587;\n(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with \u2587\u2587\u2587\u2587\u2587'\u2587;\n(3) take such other action as Party A may agree with \u2587\u2587\u2587\u2587\u2587'\u2587; or\n(4) put in place a \u2587\u2587\u2587\u2587-to-market collateral agreement in a form and substance acceptable to \u2587\u2587\u2587\u2587\u2587'\u2587 (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the \u2587\u2587\u2587\u2587\u2587'\u2587 Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with \u2587\u2587\u2587\u2587\u2587'\u2587. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral.\n(iv) If:\n(A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as \"A3\" (or its equivalent) by \u2587\u2587\u2587\u2587\u2587'\u2587; or\n(B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as \"Prime-2\" (or its equivalent) by \u2587\u2587\u2587\u2587\u2587'\u2587, (such cessation being a \"SUBSEQUENT \u2587\u2587\u2587\u2587\u2587'\u2587 RATING EVENT\"), then Party A will:\n(1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent \u2587\u2587\u2587\u2587\u2587'\u2587 Rating Event, at its own cost, either:", "size": 73, "hash": "a10865b8a039254b3ff7283e0b2befb1", "id": 1}, {"samples": [{"hash": "7iPwulz2gkb", "uri": "/contracts/7iPwulz2gkb#ratings-event", "label": "Master Agreement (CWABS Asset-Backed Certificates Trust 2006-4)", "score": 18.0, "published": true}, {"hash": "6R6oLke3ZSv", "uri": "/contracts/6R6oLke3ZSv#ratings-event", "label": "Master Agreement (CWABS Asset-Backed Certificates Trust 2006-5)", "score": 18.0, "published": true}], "snippet_links": [{"key": "days-after", "type": "definition", "offset": [85, 95]}, {"key": "swap-rating-agency", "type": "definition", "offset": [202, 220]}, {"key": "swap-certificates", "type": "definition", "offset": [255, 272]}, {"key": "in-effect", "type": "definition", "offset": [283, 292]}, {"key": "prior-to", "type": "definition", "offset": [305, 313]}, {"key": "financial-guarantee", "type": "definition", "offset": [366, 385]}, {"key": "insurance-policy", "type": "clause", "offset": [386, 402]}, {"key": "if-applicable", "type": "clause", "offset": [404, 417]}, {"key": "credit-support-provider", "type": "clause", "offset": [558, 581]}, {"key": "listed-below", "type": "clause", "offset": [629, 641]}, {"key": "additional-termination-event", "type": "clause", "offset": [651, 679]}, {"key": "party-a-and-party", "type": "clause", "offset": [716, 733]}, {"key": "sole-affected-party", "type": "definition", "offset": [749, 768]}, {"key": "at-any-time", "type": "clause", "offset": [869, 880]}, {"key": "date-hereof", "type": "clause", "offset": [891, 902]}, {"key": "swap-counterparty-ratings-threshold", "type": "definition", "offset": [937, 972]}, {"key": "obligations-of-party-a", "type": "clause", "offset": [1072, 1094]}, {"key": "on-watch", "type": "clause", "offset": [1338, 1346]}, {"key": "term-debt-obligations", "type": "definition", "offset": [1396, 1417]}], "snippet": "Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event (\"Ratings Event\") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least \"BBB-\" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least \"A2\" by Moody's (including if such rating is on watch for possible d\u2587\u2587\u2587\u2587\u2587\u2587\u2587e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least \"P-1\" by Moody's (including if such rating is on watch for possible d\u2587\u2587\u2587\u2587\u2587\u2587\u2587e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of \u2587\u2587\u2587\u2587\u2587 A (or its Credit Support Provider) are rated at least \"A1\" by Moody's (including if such rating is on watch for possible d\u2587\u2587\u2587\u2587\u2587\u2587\u2587e).", "size": 28, "hash": "6ee600e960828eb79fdbe6780154f1f0", "id": 4}, {"samples": [{"hash": "kqOaqR9Nryw", "uri": "/contracts/kqOaqR9Nryw#ratings-event", "label": "Rate Cap Transaction (RALI Series 2006-Qs9 Trust)", "score": 19.0, "published": true}, {"hash": "k8YKnmQ7w3p", "uri": "/contracts/k8YKnmQ7w3p#ratings-event", "label": "Rate Cap Transaction (RALI Series 2006 QS6 Trust)", "score": 19.0, "published": true}, {"hash": "htqTOe2TiBH", "uri": "/contracts/htqTOe2TiBH#ratings-event", "label": "Rate Cap Transaction (RALI Series 2006-Qs4 Trust)", "score": 19.0, "published": true}], "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [26, 41]}, {"key": "credit-support-provider", "type": "clause", "offset": [65, 88]}, {"key": "business-days-of", "type": "clause", "offset": [143, 159]}, {"key": "the-transaction", "type": "clause", "offset": [191, 206]}, {"key": "a-third-party", "type": "clause", "offset": [210, 223]}, {"key": "debt-of", "type": "clause", "offset": [244, 251]}, {"key": "the-guarantor", "type": "clause", "offset": [265, 278]}, {"key": "qualifying-ratings", "type": "definition", "offset": [308, 326]}, {"key": "similar-to", "type": "definition", "offset": [351, 361]}, {"key": "approved-by", "type": "definition", "offset": [396, 407]}, {"key": "the-counterparty", "type": "definition", "offset": [408, 424]}, {"key": "guaranty-of", "type": "definition", "offset": [486, 497]}, {"key": "contingent-agreement", "type": "clause", "offset": [504, 524]}, {"key": "another-person", "type": "clause", "offset": [529, 543]}, {"key": "obligations-under-this-agreement", "type": "clause", "offset": [663, 695]}, {"key": "provided-that", "type": "clause", "offset": [697, 710]}, {"key": "other-arrangement", "type": "definition", "offset": [830, 847]}, {"key": "the-certificates", "type": "definition", "offset": [994, 1010]}], "snippet": "If a Ratings Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event:\n(1) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,\n(2) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or\n(3) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates.", "size": 26, "hash": "307af62667517c0ec030eaf3ec23b2a0", "id": 5}, {"samples": [{"hash": "lkppwmvuFkw", "uri": "/contracts/lkppwmvuFkw#ratings-event", "label": "Isda Master Agreement (Sasco 2006-Bc4)", "score": 21.0, "published": true}, {"hash": "fhqEfDU6pSG", "uri": "/contracts/fhqEfDU6pSG#ratings-event", "label": "Isda Master Agreement (Structured Asset Securities CORP Mortgage Loan Trust 2006-Bc5)", "score": 21.0, "published": true}, {"hash": "faVtvQzlSg3", "uri": "/contracts/faVtvQzlSg3#ratings-event", "label": "Isda Master Agreement (Greenpoint Mortgage Funding Trust 2007-Ar2)", "score": 21.0, "published": true}], "snippet_links": [{"key": "party-a", "type": "definition", "offset": [0, 7]}, {"key": "comply-with-the", "type": "clause", "offset": [17, 32]}, {"key": "downgrade-provisions", "type": "definition", "offset": [33, 53]}, {"key": "after-giving", "type": "clause", "offset": [86, 98]}, {"key": "cure-periods", "type": "definition", "offset": [122, 134]}, {"key": "eligible-replacement", "type": "definition", "offset": [165, 185]}, {"key": "firm-offer", "type": "definition", "offset": [197, 207]}, {"key": "capable-of", "type": "definition", "offset": [223, 233]}, {"key": "upon-acceptance", "type": "clause", "offset": [259, 274]}, {"key": "the-transferee", "type": "clause", "offset": [282, 296]}, {"key": "transfer-to", "type": "definition", "offset": [302, 313]}, {"key": "in-accordance-with", "type": "definition", "offset": [322, 340]}, {"key": "hedge-counterparty-ratings-requirement", "type": "definition", "offset": [402, 440]}, {"key": "acceptance-by-the", "type": "clause", "offset": [519, 536]}, {"key": "to-provide", "type": "definition", "offset": [546, 556]}, {"key": "eligible-guarantee", "type": "definition", "offset": [560, 578]}, {"key": "in-respect-of", "type": "clause", "offset": [579, 592]}, {"key": "obligations-under-this-agreement", "type": "clause", "offset": [629, 661]}], "snippet": "Party A fails to comply with the downgrade provisions as set forth in Part 5(b)(iii), after giving effect to all grace or cure periods therein, and (i) at least one Eligible Replacement has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) below and/or (ii) at least one entity with the Hedge Counterparty Ratings Requirement has made a Firm Offer (which remains capable of becoming legally binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A\u2019s present and future obligations under this Agreement.", "size": 26, "hash": "8ad01fb8dcf8f8165a873800148038bc", "id": 6}, {"samples": [{"hash": "kir4EALyiSX", "uri": "/contracts/kir4EALyiSX#ratings-event", "label": "Rate Cap Transaction (Hasco 2006-Opt3)", "score": 21.0, "published": true}, {"hash": "jiKM13VZyWr", "uri": "/contracts/jiKM13VZyWr#ratings-event", "label": "Rate Cap Transaction (Harborview 2006-2)", "score": 21.0, "published": true}, {"hash": "hAOVBx9ddFz", "uri": "/contracts/hAOVBx9ddFz#ratings-event", "label": "Pooling and Servicing Agreement (Harborview 2006-9)", "score": 21.0, "published": true}], "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [26, 41]}, {"key": "credit-support-provider", "type": "clause", "offset": [65, 88]}, {"key": "business-days-of", "type": "clause", "offset": [143, 159]}], "snippet": "If a Ratings Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event:", "size": 18, "hash": "15f3d48db21ca30aef7102daa7a18d99", "id": 7}, {"samples": [{"hash": "k88DAi44PUj", "uri": "/contracts/k88DAi44PUj#ratings-event", "label": "Fixed Income Derivatives Confirmation and Agreement (HSI Asset Securitization Corp Pass-Through Certs Series 2006-Opt1)", "score": 21.0, "published": true}, {"hash": "ifrtdlhOCO5", "uri": "/contracts/ifrtdlhOCO5#ratings-event", "label": "Fixed Income Derivatives Confirmation and Agreement (HSI Asset Securitization CORP Trust 2006-Opt2)", "score": 21.0, "published": true}, {"hash": "iMWYANuNXFV", "uri": "/contracts/iMWYANuNXFV#ratings-event", "label": "Fixed Income Derivatives Confirmation and Agreement (HSI Asset Securitization CORP Trust 2006-Opt2)", "score": 21.0, "published": true}], "snippet_links": [{"key": "at-any-time", "type": "clause", "offset": [49, 60]}, {"key": "date-hereof", "type": "clause", "offset": [71, 82]}, {"key": "swap-counterparty-ratings-threshold", "type": "definition", "offset": [114, 149]}, {"key": "obligations-of", "type": "clause", "offset": [239, 253]}, {"key": "on-watch", "type": "clause", "offset": [433, 441]}, {"key": "term-debt-obligations", "type": "definition", "offset": [491, 512]}, {"key": "post-collateral", "type": "clause", "offset": [939, 954]}, {"key": "in-accordance-with", "type": "definition", "offset": [955, 973]}, {"key": "credit-support-annex", "type": "definition", "offset": [976, 996]}, {"key": "rating-agency-condition", "type": "definition", "offset": [1017, 1040]}, {"key": "days-after", "type": "definition", "offset": [1197, 1207]}, {"key": "the-transactions", "type": "clause", "offset": [1334, 1350]}, {"key": "pursuant-to-a", "type": "definition", "offset": [1432, 1445]}, {"key": "form-of-guaranty", "type": "clause", "offset": [1446, 1462]}, {"key": "similar-to", "type": "definition", "offset": [1586, 1596]}, {"key": "in-place", "type": "definition", "offset": [1620, 1628]}, {"key": "subject-to", "type": "definition", "offset": [1633, 1643]}, {"key": "notification-to", "type": "clause", "offset": [1650, 1665]}, {"key": "rating-agencies", "type": "definition", "offset": [1670, 1685]}, {"key": "provide-a", "type": "definition", "offset": [1695, 1704]}], "snippet": "It shall be a ratings event (\u201cRatings Event\u201d) if at any time after the date hereof BSFP shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean (A) the unsecured, long-term senior debt obligations of BSFP are rated at least \u201cBBB-\u201d by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of BSFP are rated at least \u201cA2\" by Moody\u2019s (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of BSFP are rated at least \u201cP-1\u201d by Moody\u2019s (including if such rating is on watch for possible downgrade) or (ii) if BSFP does not have a short-term rating from Moody\u2019s, the unsecured, long-term senior debt obligations of BSFP are rated at least \u201cA1\u201d by Moody\u2019s (including if such rating is on watch for possible downgrade). Following a Ratings Event, BSFP shall take the following actions at its own expense, (A) immediately post collateral in accordance with a Credit Support Annex which satisfies the Rating Agency Condition (until such time as it has secured a substitute counterparty or a guarantor that satisfies the Rating Agency Condition), and (B) not later than 10 business days after the occurrence of such a downgrade or withdrawal by S&P or Moody\u2019s, either (I) assign all of its rights and obligations under the Transactions to a counterparty that satisfies the Rating Agency Condition or whose guarantor (pursuant to a form of guaranty which satisfies the Rating Agency Condition) satisfies the Rating Agency Condition pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Rating Agencies, or (II) provide a guaranty (pursuant to a form of guaranty that satisfies the Rating Agency Condition) from a guarantor which satisfies the Rating Agency Condition pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Rating Agencies.", "size": 16, "hash": "3a3abdcf5b419b18f3d8087b610e7467", "id": 8}, {"samples": [{"hash": "iqmiTYg0IFS", "uri": "/contracts/iqmiTYg0IFS#ratings-event", "label": "Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa3 /DE)", "score": 21.0, "published": true}, {"hash": "c934vfpmyt9", "uri": "/contracts/c934vfpmyt9#ratings-event", "label": "Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa2)", "score": 21.0, "published": true}, {"hash": "bonwmNLzFZG", "uri": "/contracts/bonwmNLzFZG#ratings-event", "label": "Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3)", "score": 21.0, "published": true}], "snippet_links": [{"key": "party-a", "type": "definition", "offset": [0, 7]}, {"key": "comply-with-the", "type": "clause", "offset": [17, 32]}, {"key": "downgrade-provisions", "type": "definition", "offset": [33, 53]}, {"key": "after-giving", "type": "clause", "offset": [115, 127]}, {"key": "relevant-timeframe", "type": "definition", "offset": [142, 160]}, {"key": "eligible-replacement", "type": "definition", "offset": [201, 221]}, {"key": "firm-offer", "type": "definition", "offset": [233, 243]}, {"key": "capable-of", "type": "definition", "offset": [259, 269]}, {"key": "upon-acceptance", "type": "clause", "offset": [295, 310]}, {"key": "the-transferee", "type": "clause", "offset": [318, 332]}, {"key": "transfer-to", "type": "definition", "offset": [338, 349]}, {"key": "in-accordance-with", "type": "definition", "offset": [358, 376]}, {"key": "hedge-counterparty-ratings-requirement", "type": "definition", "offset": [438, 476]}, {"key": "acceptance-by-the", "type": "clause", "offset": [555, 572]}, {"key": "to-provide", "type": "definition", "offset": [582, 592]}, {"key": "eligible-guarantee", "type": "definition", "offset": [596, 614]}, {"key": "in-respect-of", "type": "clause", "offset": [615, 628]}, {"key": "obligations-under-this-agreement", "type": "clause", "offset": [665, 697]}, {"key": "the-foregoing", "type": "definition", "offset": [718, 731]}, {"key": "termination-event", "type": "definition", "offset": [732, 749]}, {"key": "sole-affected-party", "type": "definition", "offset": [772, 791]}], "snippet": "Party A fails to comply with the downgrade provisions as set forth in Part 5(n) under the heading \u201cRatings Event\u201d, after giving effect to the relevant timeframe specified therein, and (i) at least one Eligible Replacement has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(e)(ii) below and/or (ii) at least one entity with the Hedge Counterparty Ratings Requirement has made a Firm Offer (which remains capable of becoming legally binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A\u2019s present and future obligations under this Agreement. For the purpose of the foregoing Termination Event, Party A shall be the sole Affected Party.", "size": 15, "hash": "7f8938776e88aa557274574997e32506", "id": 9}, {"samples": [{"hash": "lJkk9sRIGdS", "uri": "/contracts/lJkk9sRIGdS#ratings-event", "label": "Isda Master Agreement (Permanent Master Issuer PLC)", "score": 18.0, "published": true}, {"hash": "iwbhU3HHA1U", "uri": "/contracts/iwbhU3HHA1U#ratings-event", "label": "Isda Master Agreement (Permanent Master Issuer PLC)", "score": 18.0, "published": true}, {"hash": "cP0Qn2gAb9j", "uri": "/contracts/cP0Qn2gAb9j#ratings-event", "label": "Isda Master Agreement (Permanent Master Issuer PLC)", "score": 18.0, "published": true}], "snippet_links": [{"key": "obligations-of-party-a", "type": "clause", "offset": [57, 79]}, {"key": "credit-support-provider", "type": "clause", "offset": [106, 129]}, {"key": "from-time-to-time", "type": "clause", "offset": [130, 147]}, {"key": "in-respect-of", "type": "clause", "offset": [148, 161]}, {"key": "standard-poor", "type": "definition", "offset": [218, 233]}, {"key": "rating-services", "type": "definition", "offset": [236, 251]}, {"key": "division-of-the", "type": "clause", "offset": [255, 270]}, {"key": "initial-sp-rating-event", "type": "clause", "offset": [312, 336]}, {"key": "own-cost", "type": "clause", "offset": [365, 373]}], "snippet": "(i) If the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as \"A-1+\" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (\"S&P\") (an \"INITIAL S&P RATING EVENT\"), then Party A will at its own cost either:", "size": 10, "hash": "dca490b8ca4f3f18247b516bd5c01623", "id": 10}], "next_curs": "ClYSUGoVc35sYXdpbnNpZGVyY29udHJhY3RzcjILEhZDbGF1c2VTbmlwcGV0R3JvdXBfdjU2IhZyYXRpbmdzLWV2ZW50IzAwMDAwMDBhDKIBAmVuGAAgAA==", "clause": {"title": "Ratings Event", "children": [["consequences-of-rating-events", "CONSEQUENCES OF RATING EVENTS"], ["initial-fitch-rating-event", "Initial Fitch Rating Event"], ["subsequent-fitch-rating-event", "Subsequent Fitch Rating Event"], ["rating-agency-announcements", "Rating Agency Announcements"], ["moodys-implications", "Moody's Implications"]], "parents": [["other-provisions", "OTHER PROVISIONS"], ["termination-provisions", "Termination Provisions"], ["definitions", "Definitions"], ["agreement-to-deliver-documents", "AGREEMENT TO DELIVER DOCUMENTS"], ["additional-termination-events", "Additional Termination Events"]], "size": 319, "id": "ratings-event", "related": [["rating-agency-downgrade", "Rating Agency Downgrade", "Rating Agency Downgrade"], ["trigger-event", "Trigger Event", "Trigger Event"], ["required-ratings", "Required Ratings", "Required Ratings"], ["downgrade", "Downgrade", "Downgrade"], ["collateral-event", "Collateral Event", "Collateral Event"]], "related_snippets": [], "updated": "2025-07-07T12:37:39+00:00", "also_ask": ["What negotiation leverage does a Ratings Event clause provide to each party?", "What are the essential elements that must be included in a Ratings Event clause?", "What are the most common pitfalls or ambiguities that could undermine enforceability?", "How do Ratings Event clauses differ across jurisdictions or industry standards?", "What evidentiary standards do courts apply when interpreting a Ratings Event trigger?"], "drafting_tip": "Define 'Ratings Event' precisely to avoid ambiguity; specify applicable rating agencies to ensure clarity; state consequences of a Ratings Event to facilitate enforceability.", "explanation": "A Ratings Event clause defines the consequences and procedures that apply if a party's credit rating is downgraded or withdrawn by a recognized credit rating agency. Typically, this clause outlines what constitutes a ratings event, such as a drop below a specified rating threshold, and may require the affected party to take certain actions, like providing additional collateral or facing early termination of the agreement. Its core practical function is to protect the non-affected party from increased credit risk by ensuring that changes in creditworthiness are promptly addressed within the contractual relationship."}, "json": true, "cursor": ""}}