Common use of S&P Credit Downgrade Clause in Contracts

S&P Credit Downgrade. (A) With respect to Party A, or its Credit Support Provider, if such entity is a Financial Institution, if at any time the unsecured debt ratings of such entity, are reduced below “A+” (long term) or, if a short term rating is in effect for such party, below “A-1” (short term) by Standard & Poor’s Rating Services (“S&P”) (an “S&P Approved Ratings Downgrade”); then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex. At any time during the continuance of an S&P Approved Ratings Downgrade, in addition to complying with the Credit Support Annex, Party A may, at its own expense, subject to Part 5(r), enter into any other “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the Transactions. If Party A fails to enter into a Qualifying Substitute Arrangement within 10 Business Days pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party. (B) In addition, (i) with respect to Party A, or its Credit Support Provider, if such entity is a Financial Institution, if at any time the unsecured debt rating of such entity is withdrawn or reduced below “BBB+” (long term) or “A-2” (short term) by S&P or (ii) with respect to such party, that is not a Financial Institution, if at any time the unsecured debt rating of Party A is withdrawn or reduced below “A+” (long term) or “A-1” (short term) by S&P (an “S&P Required Ratings Downgrade”); then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, (x) comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex and (y) within 60 days of the date of the S&P Required Ratings Downgrade subject to Part 5(r), enter into a Qualifying Substitute Arrangement to assure performance by Party A of its obligations under the Transactions or otherwise procure the Ratings Reaffirmation. If Party A fails to comply with the Credit Support Annex or fails to enter into a Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party.

S&P Credit Downgrade. (A) With respect to Party A, or its Credit Support Provider, if such entity is a Financial Institution, if at any time the unsecured debt ratings of such entity, are reduced below “A+” (long term) or, if a short term rating is in effect for such party, below “A-1” (short term) by Standard & Poor’s Rating Services (“S&P”) (an “S&P Approved Ratings Downgrade”); then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex. At any time during the continuance of an S&P Approved Ratings Downgrade, in addition to complying with the Credit Support Annex, Party A may, at its own expense, subject to Part 5(r), enter into any other “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the TransactionsTransactions and upon procurement of such Qualifying Substitute Arrangement, Party A will no longer have to post any collateral. If Party A fails to enter into a Qualifying Substitute Arrangement within 10 Business Days pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party. (B) In addition, (i) with respect to Party A, or its Credit Support Provider, if such entity is a Financial Institution, if at any time the unsecured debt rating of such entity is withdrawn or reduced below “BBB+” (long term) or “A-2” (short term) by S&P or (ii) with respect to such party, that is not a Financial Institution, if at any time the unsecured debt rating of Party A is withdrawn or reduced below “A+” (long term) or “A-1” (short term) by S&P (an “S&P Required Ratings Downgrade”); then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, (x) comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex and (y) within 60 days of the date of the S&P Required Ratings Downgrade subject to Part 5(r), enter into a Qualifying Substitute Arrangement to assure performance by Party A of its obligations under the Transactions or otherwise procure the Ratings Reaffirmation. If Party A fails to comply with the terms of the Credit Support Annex or fails to enter into a any other Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party.

S&P Credit Downgrade. (A) With respect to Party A, or its Credit Support Provider, if such entity is a Financial Institution, if at any time the unsecured debt ratings of such entity, are reduced below “A+” (long term) or, if a short term rating is in effect for such party, below “A-1” (short term) by Standard & Poor’s Rating Services (“S&P”) (an “S&P Approved Ratings Downgrade”); then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex. At any time during the continuance of an S&P Approved Ratings Downgrade, in addition to complying with the Credit Support Annex, Party A may, at its own expense, subject to Part 5(r), enter into any other “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the TransactionsTransactions and upon procurement of such Qualifying Substitute Arrangement, Party A will no longer have to post any collateral. If Party A fails to enter into a Qualifying Substitute Arrangement within 10 Business Days pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party. (B) In addition, (i) with respect to Party A, or its Credit Support Provider, if such entity is a Financial Institution, if at any time the unsecured debt rating of such entity is withdrawn or reduced below “BBB+” (long term) or “A-2” (short term) by S&P or (ii) with respect to such party, that is not a Financial Institution, if at any time the unsecured debt rating of Party A is withdrawn or reduced below “A+” (long term) or “A-1” (short term) by S&P (an “S&P Required Ratings Downgrade”); then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, (x) comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex and (y) within 60 days of the date of the S&P Required Ratings Downgrade subject to Part 5(r), enter into a Qualifying Substitute Arrangement to assure performance by Party A of its obligations under the Transactions or otherwise procure the Ratings Reaffirmation. If Party A fails to comply with the Credit Support Annex or fails to enter into a any other Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party.