Common use of S&P Downgrade Clause in Contracts

S&P Downgrade. If and for so long as the Notes are downgraded by S&P and as a result are rated below AA+ by S&P for reasons other than Party A's failure to perform under this agreement or failure to comply with the requirements of the S&P Criteria (as defined in the Credit Support Annex) with respect to swap counterparties (and, for the avoidance of doubt, Party A has performed its obligations and has complied with all the requirements of such criteria at such time), reference to the relevant S&P rating triggers in Part 5(f)(i)(x) and (y) shall be deemed instead to refer to the corresponding S&P rating triggers which are required pursuant to and in accordance with Table 4 of the S&P Criteria to support a maximum potential rating equal to the then current rating of the Notes, provided that, if at any time circumstances change and/or all required actions or steps have been taken by all relevant parties other than Party A which would result in the Notes being upgraded to a rating above the then current rating of the Notes (the "Potential Reinstated Rating"), references to the relevant S&P rating triggers in Part 5(f)(i)(x) and (y) shall be deemed to refer to the corresponding S&P rating triggers required pursuant to and in accordance with Table 4 of the S&P Criteria to support a maximum potential rating equal to the Potential Reinstated Rating.

S&P Downgrade. If and for so long as the Relevant Notes are downgraded by S&P and as a result are rated below AA+ by S&P for reasons other than Party A's failure to perform under this agreement or failure to comply with the requirements of the S&P Criteria (as defined in the Credit Support Annex) with respect to swap counterparties (and, for the avoidance of doubt, Party A has performed its obligations and has complied with all the requirements of such criteria at such time), reference to the relevant S&P rating triggers in Part 5(f)(i)(x5(7.1)(A) and (yB) shall be deemed instead to refer to the corresponding S&P rating triggers which are required pursuant to and in accordance with Table 4 1 of the S&P Criteria to support a maximum potential rating equal to the then current rating of the Relevant Notes, provided that, if at any time circumstances change and/or all required actions or steps have been taken by all relevant parties other than Party A which would result in the Relevant Notes being upgraded to a rating above the then current rating of the Relevant Notes (the "Potential Reinstated Rating"), references to the relevant S&P rating triggers in Part 5(f)(i)(x5(7.1)(A) and (yB) shall be deemed to refer to the corresponding S&P rating triggers required pursuant to and in accordance with Table 4 1 of the S&P Criteria to support a maximum potential rating equal to the Potential Reinstated Rating.