Common use of Transfers by Party A Clause in Contracts

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's is, at least "A-1"/"Prime 1"; (3) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer.

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties.. EXHIBIT 10.2A EXHIBIT 10.3A EXHIBIT 10.4A (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's Xxxxx'x is, at least "A-1"/"Prime 1"; (3) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer. (a) TRANSFERS BY PARTY B Neither this Agreement nor any interest in or under this Agreement or any Transaction may be transferred by Party B to any other entity save with Party A's prior written consent EXCEPT THAT such consent is not required in the case of a transfer, charge or assignment to the Trustee as contemplated in the Deed of Charge. For the avoidance of doubt, Party A hereby agrees and consents to the assignment by way of security by Party B of its interests under this Agreement to the Trustee (or any successor thereto) pursuant to and in accordance with the Deed of Charge and acknowledges notice of such assignment. Party A and Party B acknowledge that the provisions of this Agreement and any Transaction hereunder will be subject to (a) the priority of payments set out in the Ninth Schedule to the Trust Deed and (b) the Deed of Charge each dated of even date of this Agreement without regard to any subsequent amendments thereto. Any transfer by Party B shall be subject to the consent of the Trustee, S&P and Moody's."

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's is, at least "A-1"/"Prime A-1+"/"Prime 1"; (3) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer.

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's Xxxxx'x is, at least "A-1"/"Prime 1"; (3) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer.

Transfers by Party A. (i) Transfers by Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii), Party A if may transfer all its interest and obligations in and under this Agreement upon providing no less than ten Business Days’ prior written notice to the Security Trustee (save that where a Tax transfer has taken place pursuant to Part 6(a) (Ratings Downgrade Provisions) or following the occurrence of an Event occurs and of Default where Party A B is the Defaulting Party or a Termination Event where Party B is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A , notice may be contemporaneous with transfer and Party B will seek not be required to find an alternative counterparty consent to replace Party A so that such Tax Event ceases; or (btransfer) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to entity (a proposed transfer if“Transferee”) provided that: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreementit is an Eligible Transferee; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's is, at least "A-1"/"Prime 1"; (3) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct any amount for or on account of tax Tax from any payments made under this AgreementAgreement (unless such Transferee agrees to pay additional amounts in respect of such Tax under Section 2(d) of this Agreement or its replacement (as applicable); (43) (judged as of the time of transfer) a Termination Event or an Event of Default does will not immediately occur under this Agreement as a result of such transfer; and; (54) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer.; (5) the Transferee or Party A on its behalf agrees with Party B and the Security Trustee to pay all costs, expenses, fees and taxes (including stamp taxes) arising in respect of such transfer; (6) the Transferee accedes to the Transaction Documents to which Party A is a party in its capacity as Basis Rate Swap Provider; (7) the Transferee contracts with Party B on terms that:

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement;; and (2) either (a) the short-term unsecured debt obligation of the transferee of Party AA , as rated by S&P and Moody's is, at least "A-1"/"Prime 1A-1" or ";P-1" respectivelx.. (3a) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold TRANSFERS BY PARTY B Neither this Agreement nor any interest in or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will or any Transaction may be payable transferred by Party B to any other entity save with Party A's prior written consent EXCEPT THAT such consent is not required in the case of a transfer, charge or assignment to the Trustee as contemplated in the Deed of Charge. For the avoidance of doubt, Party A hereby agrees and consents to the assignment by way of security by Party B of its interests under this Agreement to the Trustee (or any successor thereto) pursuant to and in accordance with the Transferee on the next succeeding Scheduled Payment Date as a result Deed of Charge and acknowledges notice of such transferassignment. Party A and Party B acknowledge that the provisions of this Agreement and any Transaction hereunder will be subject to (a) the priority of payments set out in the Ninth Schedule to the Trust Deed and (b) the Deed of Charge each dated of even date of this Agreement without regard to any subsequent amendments thereto. Any transfer by Party B shall be subject to the consent of the Trustee, S&P and Moody's."

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement;; and (2) either (a) the short-term unsecured debt obligation of the transferee of Party AA , as rated by S&P and Moody's is, at least "A-1"/"Prime 1A-1"; , "P-1" or "F-1" xxxxxxxively or (3b) as if the transfer is due to a Tax Event and if such long term unguaranteed unsecured and unsubordinated debt obligation of the date transferee of such transfer Party A is below that referred to in (a) above, concurrently with the Transferee will not, as a result of such transfer, be required to withhold one of the options set out in Part 1(i)(i)(a), (b) or deduct on account (d) of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount Schedule will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transferfulfilled.

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties.. EXHIBIT 10.2A EXHIBIT 10.3A EXHIBIT 10.4A (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's is, at least "A-1"/"Prime 1"; (3) as of the date of such transfer suxx xxxxsfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer. (a) TRANSFERS BY PARTY B Neither this Agreement nor any interest in or under this Agreement or any Transaction may be transferred by Party B to any other entity save with Party A's prior written consent EXCEPT THAT such consent is not required in the case of a transfer, charge or assignment to the Trustee as contemplated in the Deed of Charge. For the avoidance of doubt, Party A hereby agrees and consents to the assignment by way of security by Party B of its interests under this Agreement to the Trustee (or any successor thereto) pursuant to and in accordance with the Deed of Charge and acknowledges notice of such assignment. Party A and Party B acknowledge that the provisions of this Agreement and any Transaction hereunder will be subject to (a) the priority of payments set out in the Ninth Schedule to the Trust Deed and (b) the Deed of Charge each dated of even date of this Agreement without regard to any subsequent amendments thereto. Any transfer by Party B shall be subject to the consent of the Trustee, S&P and Moody's."

Transfers by Party A. (i) Transfers by Section 7 of this Agreement shall not apply to Party A if a Tax Event occurs and Party A is the Affected Party. (a) and, subject to Section 6(b)(ii) shall not apply and (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Party B will seek to find an alternative counterparty to replace Part 6(a)(ii), Party A so that such Tax Event ceases; or may not transfer (bwhether by way of security or otherwise) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations any interest or obligation in or under this Agreement in respect of without first satisfying the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with Rating Agency Condition and without the prior written consent of Party BB. (ii) Subject to Part 1(l), S&P, Moody's Party A may (at its own cost) transfer all or substantially all of its rights and the Trustee, make a transfer of obligations with respect to this Agreement to any Affiliate other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A (but without prejudice to any other right or remedy A’s rights and obligations under this Agreement); With respect to this Section 7(b), Party (B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's is, at least "A-1"/"Prime 1"; (3) as of the date of such transfer the Transferee will not, as a result of such transfer, not be required to withhold or deduct on account of tax a Tax from any payments under this Agreement; Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (4C) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and, (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition and (E) so long as no Swap Insurer Default has occurred and is continuing, Party B shall consent to such transfer. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (5iii) no additional amount If an entity 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 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 6(a) will be payable constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B to of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the Transferee on effective date of the next succeeding Scheduled Payment Date as a result of such transfer.

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's Moodys and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's Moodys and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's Moodys and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's Trustees consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's Moodys is, at least "A-1"/"Prime A-1+"/"Prime 1"; (3) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer.

Transfers by Party A. (i) Transfers by Party A if a Tax Event occurs and Party A is the Affected Party. (a) Section 6(b)(ii) shall not apply and Party A and Party B will seek to find an alternative counterparty to replace Party A so that such Tax Event ceases; or (b) Party A may, with the prior consent of Party B, S&P, Moody's and the Trustee, within 20 days after it gives notice under Section 6(b)(i) (or, if earlier, on the relevant Scheduled Payment Date next following the date upon which the Tax Event occurs) transfer all its rights and obligations under this Agreement in respect of the Affected Transactions to any of its offices or branches or any other person so that such Tax Event ceases to exist; (c) In the event that Party A is unable to Transfer the Affected Transactions in accordance with Section 7(b)(i), a Termination Event will occur with both parties being Affected Parties. (ii) Transfers by Party A for any other reason Party A may with the prior written consent of Party B, S&P, Moody's and the Trustee, make a transfer of this Agreement to any Affiliate of Party A (but without prejudice to any other right or remedy under this Agreement); With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee shall not be entitled to withhold their consent to a proposed transfer if: (1) any transferee of Party A enters into documentation identical or, subject to the Trustee's consent, substantially identical to this Agreement and the documents executed in connection with this Agreement; (2) the short-term unsecured debt obligation of the transferee of Party A, as rated by S&P and Moody's is, at least "A-1"/"Prime 1"; (30) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under this Agreement; (4) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer; and (5) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer.