Common use of CONSEQUENCES OF RATING EVENTS Clause in Contracts

CONSEQUENCES OF RATING EVENTS. (A) If Party A does not take any of the measures described in (i), (ii), (iv) or (v) above, such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A and shall be deemed to have occurred on the thirtieth day following the relevant S&P Rating Event, Fitch Rating Event, or ▇▇▇▇▇'▇ Initial Rating Event or ▇▇▇▇▇'▇ Subsequent Rating Event (as applicable) with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) If Party A does not take the measures described in (iii)(B)(4) above, such failure shall give rise to an Event of Default with respect to Party A and shall be deemed to have occurred on the tenth day following such Subsequent ▇▇▇▇▇'▇ Rating Event with Party A as the Defaulting Party. Further, notwithstanding Section 5(a)(ii) of this Agreement, if ten days after receiving notice of failure to use its [BEST] [reasonable]* efforts to either transfer as described in (iii)(B)(1), find a co-obligor as described in (iii)(B)(2) or take such other action as described in (iii)(B)(3), Party A still has not used [BEST] [reasonable]* efforts to take one of the above courses of action, this shall not constitute an Event of Default but shall be an Additional Termination Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) In the event that Party B were to designate an Early Termination Date and there would be a payment due to Party A, Party B may only designate such Early Termination Date in respect of an Additional Termination Event under this Part 5(g) if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible [(as the Issuer Security Trustee may, in its absolute discretion, determine)]* the economic, legal and credit terms of the Terminated Transactions with Party A.

CONSEQUENCES OF RATING EVENTS. Each of the following provisions (A) to (D) (inclusive) is without prejudice to the consequences of Party A (a) breaching any provision of this Agreement other than the subparagraph of Part 5(f) to which each such provision refers or (b) failing to post collateral under the Credit Support Annex or to take any other action, in each case, in accordance with the requirements of any rating agency other than the rating agency to which each such provision refers, or otherwise failing to post collateral in accordance with the Credit Support Annex. (A) If Party A does not take any of the measures described in (iprovide collateral as required under Part 5(f)(i)(3)(A), (ii), (iv) or (v) above, such failure shall will not be or give rise to an Event of Default but shall will constitute an Additional Termination Event with respect to Party A and which shall be deemed to have occurred on the thirtieth day next Local Business Day following the relevant S&P Rating Event, Fitch Rating Event, or ▇▇▇▇▇'▇ Initial Rating Event or ▇▇▇▇▇'▇ Subsequent Rating Event last day of the Collateral Remedy Period (as applicable) unless at such time Party A has taken one of the measures described in sub paragraph 5(f)(i)(3)(B), with Party A as the sole Affected Party and all Transactions as Affected Transactions. (B) If Party A does not take the measures described in (iii)(B)(4sub-paragraph 5(f)(i)(4)(B) aboveabove following a Subsequent S&P Rating Event, such failure shall will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and shall which will be deemed to have occurred on the tenth next Local Business Day following the last day following such Subsequent ▇▇▇▇▇'▇ Rating Event with Party A as the Defaulting Party. Further, notwithstanding Section 5(a)(ii) of this Agreement, if ten days after receiving notice of failure to use its [BEST] [reasonable]* efforts to either transfer as described in (iii)(B)(1), find a co-obligor as described in (iii)(B)(2) or take such other action as described in (iii)(B)(3), Party A still has not used [BEST] [reasonable]* efforts to take one of the above courses of action, this shall not constitute an Event of Default but shall be an Additional Termination Event Non-Collateral Remedy Period with Party A as the sole Affected Party and all Transactions as Affected Transactions. (C) In If an Initial Fitch Rating Event occurs and is continuing and Party A fails to take at least one of the event that Party B were relevant measures described in subparagraph (ii) of this Part 5(f) above, irrespective of whether it has applied reasonable efforts to designate do so, such failure shall not be or give rise to an Early Termination Date and there would be a payment due to Party A, Party B may only designate such Early Termination Date in respect Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the next Local Business Day after the thirtieth calendar day following such Initial Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. (D) If, at the time a Subsequent Fitch Rating Event occurs and is continuing, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph (ii)(1) of this Part 5(g5(f) above and fails to continue to post collateral pending compliance with subparagraph (iii)(1) of this Part 5(f) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the next Local Business Day after the tenth calendar day following such Subsequent Fitch Rating Event and the next Local Business Day after the thirtieth calendar day following any prior Initial Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party B has found a replacement counterparty willing A continues to enter into a new transaction post collateral as required by subparagraph (iii)(2) of this Part 5(f) above, and notwithstanding Section 5(a)(ii), Party A does not take the measures described in subparagraph (iii)(1) of this Part 5(f) above (and regardless of whether reasonable endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on terms that reflect as closely as reasonably possible [(the next Local Business Day after the thirtieth calendar day following the Subsequent Fitch Rating Event with Party A as the Issuer Security Trustee may, in its absolute discretion, determine)]* the economic, legal sole Affected Party and credit terms of the Terminated all Transactions with Party A.as Affected Transactions.