Common use of Initial S&P Rating Event Clause in Contracts

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) 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 ▇▇▇▇▇), ▇▇▇n Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) both: (1) provide collateral under the provisions of the Credit Support Annex; and (2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONS) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (B) subject to Part 5(17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (C) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if S&P confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (D) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) 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 ▇▇▇▇▇NT), ▇▇▇n then Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) both: (1) provide collateral under the provisions of the Credit Support Annex; and (2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONS) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (B) subject to Part 5(175 (17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (C) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if S&P confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (D) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.Issuer

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) 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 ▇E▇▇▇▇), ▇▇▇n ▇ Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) both: (1) provide collateral under the provisions of the Credit Support Annex; and (2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONS) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (B) subject to Part 5(17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (C) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if S&P confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (D) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) 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 ▇▇▇▇▇), ▇▇▇n Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) both: (1) provide collateral under the provisions of the Credit Support Annex; and (2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONS) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (B) subject to Part 5(175 (17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (C) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if S&P confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (D) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) 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 Initial S&P RATING ▇▇▇▇▇Rating Event), ▇▇▇n then Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (Ai) both: (1ii) provide collateral under the provisions of the Credit Support Annex; and (2iii) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONSIndependent Valuations) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (Biv) subject to Part 5(17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (Cv) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if S&P confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (Dvi) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.1(b7.1(iv), 7.1(c7.1(v) or 7.1(d(vi) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a(i) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) 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 ▇▇▇▇▇), ▇▇▇n Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) put in place an appropriate mark-to-market collateral arrangement (which may ▇▇ ▇ased on the credit support documentation published by the International Swaps and Derivatives Association, Inc. (ISDA), or otherwise, and relates to collateral in the form of cash or securities or both: (1) provide collateral under the provisions of the Credit Support Annex; and (2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees support of Party A's benefits and obligations under this Agreement on terms satisfactory to the Trustee, provided that (1) Party A shall 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 INDEPENDENT VALUATIONS"COLLATERAL AMOUNT") is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the event that the short-termmost recent articles published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be through collateralisation are rated at least a higher level (the "S&P CRITERIA"), and (2) the Collateral Amount shall not be required to exceed such amount as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A would be required (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed S&P Criteria) to be equal maintain or restore the rating of the Notes by S&P at or to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant level it was at immediately prior to the Credit Support Annex for the day on which the Independent Valuations are obtainedInitial S&P Rating Event; (B) subject to Part 5(17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (C) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if S&P confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (D) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or and, if applicable, 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) S&P (an "INITIAL S&P RATING ▇▇▇▇▇EVENT"), ▇▇▇n then Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (A) both: (1) provide transfer collateral under in accordance with the provisions of the Credit Support Annex; and (2) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONS) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (B) subject to Part 5(17) below, transfer all of its rights and obligations with respect of to this Agreement to a replacement third party approved by the Master Issuer Security Trustee Party B (acting reasonably) provided that either (1) such transfer would maintain the ratings of rating assigned to the Relevant Notes by S&P at, or restore the rating of assigned to the Relevant Notes by S&P to, the level it would have been at but for such Initial S&P Rating Event) Event or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any TaxS&P ; (C) obtain procure another person to become a co-obligation obligor or guarantee guarantor in respect of its rights and Party A's obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee Agreement, provided that either (whose consent shall be given if S&P confirms that 1) such co-obligation obligor arrangement or guarantee would maintain the rating of assigned to the Relevant Notes by S&P at, or restore the rating of assigned to the Relevant Notes by S&P to, the level it would have been at immediately prior to but for such Initial S&P Rating Event), provided that, in all cases, Event or (2) such action does not result in any requirement for deduction co-obligor or withholding for or on account of any Taxguarantor is agreed between Party A and S&P ; or (D) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in S&P. If at any requirement for deduction or withholding for or on account of any Tax. If time any of subparagraphs 7.1(bthe measures described in Part 5(c)(i)(B), 7.1(cPart 5(c)(i)(C) or 7.1(dand Part 5(c)(i)(D) above are satisfied at any timeis taken or a relevant Rating Event Remedy occurs, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(aPart 5(c)(i)(A) above will be transferred by Party B back to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.

Initial S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) 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 Initial S&P RATING ▇▇▇▇▇Rating Event), ▇▇▇n then Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to: (Aa) both: (1i) provide collateral under the provisions of the Credit Support Annex; and (2ii) provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (the INDEPENDENT VALUATIONSIndependent Valuations) in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained; (Bb) subject to Part 5(175 (17) below, transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; (Cc) obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if S&P confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or (Dd) take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax. If any of subparagraphs 7.1(b), 7.1(c) or 7.1(d) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.