Rating Events. (i) In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) 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 M▇▇▇▇▇-▇▇▇▇ Companies, Inc. (S&P) and, as a result of such cessation, the then current rating of the Series [o] Class [o] Ninth Issuer Notes is downgraded by S&P or placed under review for possible downgrade by S&P (an INITIAL S&P RATING EVENT), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either: (A) put in place an appropriate m▇▇▇-to-market collateral arrangement, (which may be based on the credit support documentation published by the International Swaps and Derivatives, Inc. (ISDA), or otherwise, and relates to collateral in the form of cash or securities or both) in support of Party A's obligations under this Agreement on terms satisfactory to the Issuer Security Trustee (whose consent shall be given if S&P confirms that the provision of such collateral would maintain the rating of the Series [o] Class [o] Ninth Issuer Notes by S&P or restore the rating of the Series [o] Class [o] Ninth Issuer Notes by S&P to the level it would have been at immediately prior to such Initial S&P Rating Event) 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 COLLATERAL AMOUNT) is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the most recent article published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the S&P CRITERIA) and (2) the Collateral Amount shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series [o] Class [o] Ninth Issuer Notes by S&P at or to the level they would have been at immediately prior to such Initial S&P Rating Event; (B) transfer all of its rights and obligations under this Agreement to a replacement third party whose short-term, unsecured and unsubordinated debt obligations are rated at least "A-1+" by S&P or such other rating as is commensurate with the rating assigned to the Series [o] Class [o] Ninth Issuer Notes by S&P from time to time; (C) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, whose short-term, unsecured and unsubordinated debt obligations are rated at least "A-1+" by S&P or such other rating as is commensurate with the rating assigned to the Series [o] Class [o] Ninth Issuer Notes by S&P from time to time; or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series [o] Class [o] Ninth Issuer Notes by S&P following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of sub-paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (i)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event. (ii) In the event that the rating of the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "BBB-" by S&P and, as a result of such cessation the then current rating of the Series [o] Class [o] Ninth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (such event, a SUBSEQUENT S&P RATING EVENT), then Party A will: (A) at its own cost and expense, use its best endeavours to take the action set out in sub-paragraph (i)(B), (i)(C) or (i)(D) above within 10 days of the occurrence of such Subsequent S&P Rating Event; and (B) if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a m▇▇▇-to-market collateral arrangement put in place pursuant to sub-paragraph (i)(A) above following an Initial S&P Rating Event, continue to post collateral notwithstanding the occurrence of such Subsequent S&P Rating Event until such time as the action set out in sub-paragraph (ii)(A) above has been taken. If the action set out in sub-paragraph (ii)(A) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraphs (i)(A) or (ii)(B) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent S&P Rating Event. (iii) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "Prime-1" (or its equivalent) by Moody's, (such cessation being an INITIAL M▇▇▇▇'▇ RATING EVENT), then Party A will, within 30 days of the occurrence of such Initial M▇▇▇▇'▇ Rating Event, at its own cost either: (A) transfer all of its rights and obligations under this Agreement to either (1) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (2) a replacement third party as Party A may agree with Moody's; (B) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (1) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (2) such other person as Party A may agree with Moody's; (C) take such other action as Party A may agree with Moody's to remedy such Initial M▇▇▇▇'▇ Rating Event; or (D) post collateral in accordance with the provisions of the CSA. If any of sub-paragraphs (iii)(A), (iii)(B) or (iii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (iii)(D) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial M▇▇▇▇'▇ Rating Event. (iv) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by Moody's; or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2" (or its equivalent) by Moody's, (such cessation being a SUBSEQUENT M▇▇▇▇'▇ RATING EVENT), then Party A will: (A) on a reasonable efforts basis, within 30 days of the occurrence of such Subsequent M▇▇▇▇'▇ Rating Event, and at its own cost, attempt either to: (1) transfer all of its rights and obligations with respect to this Agreement to either (I) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (II) a replacement third party as Party A may agree with Moody's; or (2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (I) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (II) such other person as Party A may agree with Moody's; or (3) take such other action Party A may agree with Moody's to remedy such Subsequent M▇▇▇▇'▇ Rating Event; and (B) within the later of 10 days of the occurrence of such Subsequent M▇▇▇▇'▇ Rating Event and 30 days of the occurrence of an Initial M▇▇▇▇'▇ Rating Event, post collateral in accordance with the provisions of the CSA, provided that Party A shall continue, on a best efforts basis, to make all reasonable attempts to take the actions specified in sub-paragraph (g)(iv)(A) above. If any of sub-paragraphs (iv)(A)(1), (iv)(A)(2) or (iv)(A)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraphs (iii)(D) or (iv)(B) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent M▇▇▇▇'▇ Rating Event. For the purposes of sub-paragraphs (iii) and (iv) of this Part 5(g), REQUIRED RATINGS means, in respect of the relevant entity, its short-term, unsecured and unsubordinated debt obligations are rated at least as high as "Prime-1" by Moody's and its long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A1" by Moody's, or such other ratings as may be agreed with Moody's from time to time. (v) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "A+" (or its equivalent) by Fitch Ratings Ltd (FITCH) or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "F1" (or its equivalent) by Fitch and, as a result of such cessation, the then current rating of the Series [o] Class [o] Ninth Issuer Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (an INITIAL FITCH RATING EVENT) then Party A will, on a reasonable efforts basis within 30 days of the occurrence of such Initial Fitch Rating Event, at its own cost, either: (A) post collateral in accordance with the provisions of the CSA; (B) transfer all of its rights and obligations under this Agreement to a replacement third party whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] Class [o] Ninth Issuer Notes by Fitch from time to time; (C) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] Class [o] Ninth Issuer Notes by Fitch from time to time; or (D) take such other action as Party A may agree with Fitch as will result in the rating of the Series [o] Class [o] Ninth Issuer Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Initial Fitch Rating Event. If any of sub-paragraphs (v)(B), (v)(C) or (v)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (v)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial Fitch Rating Event. (vi) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "BBB+" (or its equivalent) by Fitch or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "F2" (or its equivalent) by Fitch and, as a result of such cessation, the then current rating of the Series [o] Class [o] Ninth Issuer Notes is downgraded or placed on credit watch for possible downgrade by Fitch (a FIRST SUBSEQUENT FITCH RATING EVENT), then Party A will, on a reasonable efforts basis, either: (A) within 30 days of the occurrence of such First Subsequent Fitch Rating Event and at its own cost, provide collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the CSA (provided that the m▇▇▇-to-market calculations and the correct and timely posting of collateral thereunder are verified by an independent third party (with the costs of such independent verification being borne by Party A)); or (B) within 30 days of the occurrence of such First Subsequent Fitch Rating Event, at its own cost, attempt either to: (1) transfer all of its rights and obligations under to this Agreement to a replacement third party whose long-term, unsecured and unsubordinated debt obligations are rated at least "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] Class [o] Ninth Issuer Notes by Fitch from time to time; (2) obtain a guarantee of its rights and obligations under this Agreement from a third party whose long-term, unsecured and unsubordinated debt obligations are rated at least "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] Class [o] Ninth Issuer Notes by Fitch from time to time; or (3) take such other action as Party A may agree with Fitch as will result in the rating of the Series [o] Class [o] Ninth Issuer Notes following the taking of such action being maintained at, or restored to, the level it was at immediately prior to such First Subsequent Fitch Rating Event. If any of sub-paragraphs (vi)(B)(1), (2) or (3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to the CSA in accordance with sub-paragraph (v)(A) above or sub-paragraph (vi)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of that First Subsequent Fitch Rating Event. (vii) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "BBB-" (or its equivalent) by Fitch or the rating of the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as
Appears in 2 contracts
Sources: Master Agreement (HOLMES FINANCING (No. 9) PLC), Master Agreement (HOLMES FINANCING (No. 9) PLC)
Rating Events. (i) In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) 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 M▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. (S&P) and, as a result of such cessationresul▇ ▇▇ ▇▇▇▇ ▇essation, the then current rating of the Series [o] 1 Class [o] A Ninth Issuer Notes is downgraded by S&P or placed under review for possible downgrade by S&P (an INITIAL S&P RATING EVENT), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate mmark-to-market collateral arrangement (w▇▇▇-to-market collateral arrangement, (which ▇ may be based on the credit support documentation published by the International Swaps and DerivativesDerivatives Association, Inc. (ISDA), or otherwise, and relates to collateral in the form of cash or securities or both) in support of Party A's obligations under this Agreement on terms satisfactory to the Issuer Security Trustee (whose consent shall be given if S&P confirms that the provision of such collateral would maintain the rating of the Series [o] 1 Class [o] A Ninth Issuer Notes by S&P or restore the rating of the Series [o] 1 Class [o] A Ninth Issuer Notes by S&P to the level it would have been at immediately prior to such Initial S&P Rating Event) 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 COLLATERAL AMOUNT) is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the most recent article published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the S&P CRITERIA) and (2) the Collateral Amount shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series [o] 1 Class [o] A Ninth Issuer Notes by S&P at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations under this Agreement to a replacement third party whose short-term, unsecured and unsubordinated debt obligations are rated at least "A-1+" by S&P or such other rating as is commensurate with the rating assigned to the Series [o] 1 Class [o] A Ninth Issuer Notes by S&P from time to time;
(C) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, whose short-term, unsecured and unsubordinated debt obligations are rated at least "A-1+" by S&P or such other rating as is commensurate with the rating assigned to the Series [o] 1 Class [o] A Ninth Issuer Notes by S&P from time to time; or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series [o] 1 Class [o] A Ninth Issuer Notes by S&P following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of sub-paragraphs (i)(Bthe measures described in Part 5(g)(i)(B), (i)(CPart 5(g)(i)(C) or (i)(DPart 5(g)(i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (i)(APart 5(g)(i)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.
(ii) In the event that the rating of the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "BBB-" A-3-" by S&P and, as a result of such cessation the then current rating of the Series [o] 1 Class [o] A Ninth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (such event, a SUBSEQUENT S&P RATING EVENT), then Party A will:
(A) at its own cost and expense, use its best endeavours to take the action set out in sub-paragraph (i)(BPart 5(g)(i)(B), (i)(CPart 5(g)(i)(C) or (i)(DPart 5(g)(i)(D) above within 10 days of the occurrence of such Subsequent S&P Rating Event; and
(B) if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a m▇▇▇-tomark-to-market collateral arrangement put in place pursuant to sub-paragraph (i)(APart 5(g)(i)(A) above following an Initial S&P Rating Event, continue to post collateral notwithstanding the occurrence of such Subsequent S&P Rating Event until such time as the action set out in sub-paragraph (ii)(APart 5(g)(ii)(A) above has been taken. If the action set out in sub-paragraph (ii)(APart 5(g)(ii)(A) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraphs (i)(APart 5(g)(i)(A) or (ii)(BPart 5(g)(ii)(B) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent S&P Rating Event.
(iii) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by Moody's's Investor Services (MOODY'S); or the short-termshort-▇▇▇▇, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "Prime-1P-1" (or its equivalent) by Moody's, (such cessation being an INITIAL M▇▇▇▇'▇ MOODY'S RATING EVENTEvent), then Party A will, within 30 days ▇▇ ▇▇▇▇ of the occurrence of such Initial M▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(A) transfer all of its rights and obligations under this Agreement to either (1) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (2) a replacement third party as Party A may agree with Moody's;
(B) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (1) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (2) such other person as Party A may agree with Moody's;
(C) take such other action as Party A may agree with Moody's to remedy such Initial M▇▇▇▇'▇ Moody's Rating Event; or
(D▇) post enter into, and transfer collateral in accordance with the provisions of the CSAtheCredit Support Annex. If any of sub-paragraphs (iii)(Athe measures described in Part 5(g)(iii)(A), (iii)(BPart 5(g)(iii)(B) or (iii)(CPart 5(g)(iii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (iii)(DPart 5(g)(iii)(D) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial M▇▇▇▇'▇ Moody's Rating Event.
(iv) In the event that the long-termlong-▇▇▇▇, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by Moody's; or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2P-2" (or its equivalent) by Moody's, (such cessation being a SUBSEQUENT M▇▇▇▇'▇ MOODY'S RATING EVENT), then Party A will:
(A) on a ▇▇ ▇ reasonable efforts basis, within 30 days of the occurrence of such Subsequent M▇▇▇▇'▇ Moody's Rating Event, and at its own costcos▇, attempt ▇▇▇▇mpt either to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (I) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (II) a replacement third party as Party A may agree with Moody's; or
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (I) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (II) such other person as Party A may agree with Moody's; or
(3) take such other action Party A may agree with Moody's to remedy such Subsequent M▇▇▇▇'▇ Moody's Rating Event; and
(B) within the later of la▇▇▇ ▇▇ 10 days of the occurrence of such Subsequent M▇▇▇▇'▇ Moody's Rating Event and 30 days of the occurrence of an Initial M▇▇▇▇'▇ ▇▇▇nce of an Initial Moody's Rating Event, post transfer collatera▇, ▇▇, if at the time such Subsequent Moody's Rating Event occurs Party A has ▇▇▇▇▇▇▇d collateral pursuant to Part 5(g)(iii)(D) above, continue to transfer collateral, in each case in accordance with the provisions of the CSACredit Support Annex, provided that Party A shall continue, on a best efforts basis, to make all reasonable attempts to take the actions specified in sub-paragraph (g)(iv)(APart 5(g)(iv)(A) above. If any of sub-paragraphs (iv)(A)(1the measures described in Part 5(g)(iv)(A)(1), (iv)(A)(2Part 5(g)(iv)(A)(2) or (iv)(A)(3Part 5(g)(iv)(A)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraphs (iii)(DPart 5(g)(iii)(D) or (iv)(BPart 5(g)(iv)(B) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent M▇▇▇▇'▇ Moody's Rating Event. For the purposes ▇▇▇▇▇▇▇s of sub-paragraphs (iiiPart 5(g)(iii) and (iv) of this Part 5(g5(g)(iv), REQUIRED RATINGS means, in respect of the relevant entity, its short-term, unsecured and unsubordinated debt obligations are rated at least as high as "Prime-1P-1" by Moody's and its long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A1" by Moody's, or such other ratings as may be agreed with Moody's from time to time.
(v) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "A+" (or its equivalent) by Fitch Ratings Ltd (FITCH) or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "F1" (or its equivalent) by Fitch and, as a result of such cessation, the then current rating of the Series [o] 1 Class [o] A Ninth Issuer Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (an INITIAL FITCH RATING EVENT) then Party A will, on a reasonable efforts basis within 30 days of the occurrence of such Initial Fitch Rating Event, at its own cost, either:
(A) post enter into, and transfer collateral in accordance with the provisions of the CSACredit Support Annex;
(B) transfer all of its rights and obligations under this Agreement to a replacement third party whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] 1 Class [o] A Ninth Issuer Notes by Fitch from time to time;
(C) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] 1 Class [o] A Ninth Issuer Notes by Fitch from time to time; or
(D) take such other action as Party A may agree with Fitch as will result in the rating of the Series [o] 1 Class [o] A Ninth Issuer Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Initial Fitch Rating Event. If any of sub-paragraphs (v)(Bthe measures described in Part 5(g)(v)(B), (v)(CPart 5(g)(v)(C) or (v)(DPart 5(g)(v)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (v)(APart 5(g)(v)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial Fitch Rating Event.
(vi) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "BBB+" (or its equivalent) by Fitch or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "F2" (or its equivalent) by Fitch and, as a result of such cessation, the then current rating of the Series [o] 1 Class [o] A Ninth Issuer Notes is downgraded or placed on credit watch for possible downgrade by Fitch (a FIRST SUBSEQUENT FITCH RATING EVENT), then Party A will, on a reasonable efforts basis, either:
(A) within 30 days of the occurrence of such First Subsequent Fitch Rating Event and at its own cost, provide transfer collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the CSA Credit Support Annex (provided that the m▇▇▇-tomark-to-market calculations and the correct and timely posting of collateral thereunder are verified by an independent third party (with the costs of such independent verification being borne by Party A)); or
(B) within 30 days of the occurrence of such First Subsequent Fitch Rating Event, at its own cost, attempt either to:
(1) transfer all of its rights and obligations under to this Agreement to a replacement third party whose long-term, unsecured and unsubordinated debt obligations are rated at least "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] 1 Class [o] A Ninth Issuer Notes by Fitch from time to time;
(2) obtain a guarantee procure another person to become co-obligor or guarantor in respect of its rights and the obligations of Party A under this Agreement from a third party Agreement, whose long-term, unsecured and unsubordinated debt obligations are rated at least "A+" by Fitch and whose short-short- term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] 1 Class [o] A Ninth Issuer Notes by Fitch from time to time; or
(3) take such other action as Party A may agree with Fitch as will result in the rating of the Series [o] 1 Class [o] A Ninth Issuer Notes following the taking of such action being maintained at, or restored to, the level it was at immediately prior to such First Subsequent Fitch Rating Event. If any of sub-paragraphs (vi)(B)(1the measures described in Part 5(g)(vi)(B)(1), (2Part 5(g)(vi)(B)(2) or (3Part 5(g)(vi)(B)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to the CSA Credit Support Annex in accordance with sub-paragraph (v)(APart 5(g)(v)(A) above or sub-paragraph (vi)(APart 5(g)(vi)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of that First Subsequent Fitch Rating Event.
(vii) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "BBB-" (or its equivalent) by Fitch or the rating of the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high asas "F-3" (or its equivalent) by Fitch and as a result of such cessation, the then current rating of the Series 1 Class A Ninth
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Rating Events. (i) In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) 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 M▇▇▇▇▇McGraw-▇▇▇▇ Hill Companies, Inc. (S&P) and, as a result of such cessation, the then current rating of the Series [o] 2 Class [o] A Ninth Issuer Notes is downgraded by S&P or placed under review for possible downgrade by S&P (an INITIAL S&P RATING EVENT), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either:
(A) put in place an appropriate mmark-to-market collateral arrangement (w▇▇▇-to-market collateral arrangement, (which ▇ may be based on the credit support documentation published by the International Swaps and DerivativesDerivatives Association, Inc. (ISDAInc.(ISDA), or otherwise, and relates to collateral in the form of cash or securities or both) in support of Party A's obligations under this Agreement on terms satisfactory to the Issuer Security Trustee (whose consent shall be given if S&P confirms that the provision of such collateral would maintain the rating of the Series [o] 2 Class [o] A Ninth Issuer Notes by S&P or restore the rating of the Series [o] 2 Class [o] A Ninth Issuer Notes by S&P to the level it would have been at immediately prior to such Initial S&P Rating Event) 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 COLLATERAL AMOUNT) is determined on a basis which satisfies, but is no more onerous than, the criteria set out in the most recent article published by S&P on "Ratings Direct" which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the S&P CRITERIA) and (2) the Collateral Amount shall not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series [o] 2 Class [o] A Ninth Issuer Notes by S&P at or to the level they would have been at immediately prior to such Initial S&P Rating Event;
(B) transfer all of its rights and obligations under this Agreement to a replacement third party whose short-term, unsecured and unsubordinated debt obligations are rated at least "A-1+" by S&P or such other rating as is commensurate with the rating assigned to the Series [o] 2 Class [o] A Ninth Issuer Notes by S&P from time to time;
(C) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, whose short-term, unsecured and unsubordinated debt obligations are rated at least "A-1+" by S&P or such other rating as is commensurate with the rating assigned to the Series [o] 2 Class [o] A Ninth Issuer Notes by S&P from time to time; or
(D) take such other action as Party A may agree with S&P as will result in the rating of the Series [o] 2 Class [o] A Ninth Issuer Notes by S&P following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of sub-paragraphs (i)(Bthe measures described in Part 5(g)(i)(B), (i)(CPart 5(g)(i)(C) or (i)(DPart 5(g)(i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (i)(APart 5(g)(i)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial S&P Rating Event.
(ii) In the event that the rating of the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "BBB-" A-3-" by S&P and, as a result of such cessation the then current rating of the Series [o] 2 Class [o] A Ninth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade by S&P (such event, a SUBSEQUENT S&P RATING EVENTEvent), then Party A will:
(A) at its own cost and expense, use its best endeavours to take the action set out in sub-paragraph (i)(BPart 5(g)(i)(B), (i)(CPart 5(g)(i)(C) or (i)(DPart 5(g)(i)(D) above within 10 days of the occurrence of such Subsequent S&P Rating Event; and
(B) if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a m▇▇▇-tomark-to-market collateral arrangement put in place pursuant to sub-paragraph (i)(APart 5(g)(i)(A) above following an Initial S&P Rating Event, continue to post collateral notwithstanding the occurrence of such Subsequent S&P Rating Event until such time as the action set out in sub-paragraph (ii)(APart 5(g)(ii)(A) above has been taken. If the action set out in sub-paragraph (ii)(APart 5(g)(ii)(A) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraphs (i)(APart 5(g)(i)(A) or (ii)(BPart 5(g)(ii)(B) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent S&P Rating Event.
(iii) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "A1" (or its equivalent) by Moody's's Investor Services (MOODY'S); or the shortshor▇-term▇▇▇▇, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "Prime-1P-1" (or its equivalent) by Moody's, (such cessation being an INITIAL M▇▇▇▇'▇ MOODY'S RATING EVENT), then Party A will, within 30 days ▇▇ ▇▇▇s of the occurrence of such Initial M▇▇▇▇'▇ Moody's Rating Event, at its own cost either:
(A) transfer all of its rights and obligations under this Agreement to either (1) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (2) a replacement third party as Party A may agree with Moody's;
(B) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (1) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (2) such other person as Party A may agree with Moody's;
(C) take such other action as Party A may agree with Moody's to remedy such Initial M▇▇▇▇'▇ Moody's Rating Event; or
(D▇) post enter into, and transfer collateral in accordance with the provisions of the CSAtheCredit Support Annex. If any of sub-paragraphs (iii)(Athe measures described in Part 5(g)(iii)(A), (iii)(BPart 5(g)(iii)(B) or (iii)(CPart 5(g)(iii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (iii)(DPart 5(g)(iii)(D) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial M▇▇▇▇'▇ Moody's Rating Event.
(iv) In the event that the longlon▇-term▇▇▇▇, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by Moody's; or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated as high as "Prime-2P-2" (or its equivalent) by Moody's, (such cessation being a SUBSEQUENT M▇▇▇▇'▇ MOODY'S RATING EVENT), then Party A will:
(A) on a ▇▇ ▇ reasonable efforts basis, within 30 days of the occurrence of such Subsequent M▇▇▇▇'▇ Moody's Rating Event, and at its own costcos▇, attempt ▇▇▇▇mpt either to:
(1) transfer all of its rights and obligations with respect to this Agreement to either (I) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (II) a replacement third party as Party A may agree with Moody's; or
(2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (I) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, provided that such transfer does not result in any requirement for deduction or withholding for or on account of any Tax, or (II) such other person as Party A may agree with Moody's; or
(3) take such other action Party A may agree with Moody's to remedy such Subsequent M▇▇▇▇'▇ Moody's Rating Event; and
(B) within the later of 10 days of the occurrence of such Subsequent M▇▇▇▇'▇ Moody's Rating Event and 30 days of the occurrence of an Initial M▇▇▇▇'▇ ▇▇▇nce of an Initial Moody's Rating Event, post transfer collatera▇, ▇▇, if at the time such Subsequent Moody's Rating Event occurs Party A has ▇▇▇▇▇▇▇d collateral pursuant to Part 5(g)(iii)(D) above, continue to transfer collateral, in each case in accordance with the provisions of the CSACredit Support Annex, provided that Party A shall continue, on a best efforts basis, to make all reasonable attempts to take the actions specified in sub-paragraph Part 5(g) (g)(iv)(Aiv)(A) above. If any of sub-paragraphs (iv)(A)(1the measures described in Part 5(g)(iv)(A)(1), (iv)(A)(2Part 5(g)(iv)(A)(2) or (iv)(A)(3Part 5(g)(iv)(A)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraphs (iii)(DPart 5(g)(iii)(D) or (iv)(BPart 5(g)(iv)(B) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent M▇▇▇▇'▇ Moody's Rating Event. For the purposes ▇▇▇▇▇▇es of sub-paragraphs (iiiPart 5(g)(iii) and (iv) of this Part 5(g5(g)(iv), REQUIRED RATINGS means, in respect of the relevant entity, its short-term, unsecured and unsubordinated debt obligations are rated at least as high as "Prime-1P-1" by Moody's and its long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A1" by Moody's, or such other ratings as may be agreed with Moody's from time to time.
(v) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "A+" (or its equivalent) by Fitch Ratings Ltd (FITCH) or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "F1" (or its equivalent) by Fitch and, as a result of such cessation, the then current rating of the Series [o] 2 Class [o] A Ninth Issuer Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (an INITIAL FITCH RATING EVENT) then Party A will, on a reasonable efforts basis within 30 days of the occurrence of such Initial Fitch Rating Event, at its own cost, either:
(A) post enter into, and transfer collateral in accordance with the provisions of the CSACredit Support Annex;
(B) transfer all of its rights and obligations under this Agreement to a replacement third party whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] 2 Class [o] A Ninth Issuer Notes by Fitch from time to time;
(C) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, whose long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] 2 Class [o] A Ninth Issuer Notes by Fitch from time to time; or
(D) take such other action as Party A may agree with Fitch as will result in the rating of the Series [o] 2 Class [o] A Ninth Issuer Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Initial Fitch Rating Event. If any of sub-paragraphs (v)(Bthe measures described in Part 5(g)(v)(B), (v)(CPart 5(g)(v)(C) or (v)(DPart 5(g)(v)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to sub-paragraph (v)(APart 5(g)(v)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial Fitch Rating Event.
(vi) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "BBB+" (or its equivalent) by Fitch or the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "F2" (or its equivalent) by Fitch and, as a result of such cessation, the then current rating of the Series [o] 2 Class [o] A Ninth Issuer Notes is downgraded or placed on credit watch for possible downgrade by Fitch (a FIRST SUBSEQUENT FITCH RATING EVENT), then Party A will, on a reasonable efforts basis, either:
(A) within 30 days of the occurrence of such First Subsequent Fitch Rating Event and at its own cost, provide transfer collateral in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the CSA Credit Support Annex (provided that the m▇▇▇-tomark-to-market calculations and the correct and timely posting of collateral thereunder are verified by an independent third party (with the costs of such independent verification being borne by Party A)); or
(B) within 30 days of the occurrence of such First Subsequent Fitch Rating Event, at its own cost, attempt either to:
(1) transfer all of its rights and obligations under to this Agreement to a replacement third party whose long-term, unsecured and unsubordinated debt obligations are rated at least "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] 2 Class [o] A Ninth Issuer Notes by Fitch from time to time;
(2) obtain a guarantee procure another person to become co-obligor or guarantor in respect of its rights and the obligations of Party A under this Agreement from a third party Agreement, whose long-term, unsecured and unsubordinated debt obligations are rated at least "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are rated at least "F1" by Fitch or, in either case, such lower rating as is commensurate with the rating assigned to the Series [o] 2 Class [o] A Ninth Issuer Notes by Fitch from time to time; or
(3) take such other action as Party A may agree with Fitch as will result in the rating of the Series [o] 2 Class [o] A Ninth Issuer Notes following the taking of such action being maintained at, or restored to, the level it was at immediately prior to such First Subsequent Fitch Rating Event. If any of sub-paragraphs (vi)(B)(1the measures described in Part 5(g)(vi)(B)(1), (2Part 5(g)(vi)(B)(2) or (3Part 5(g)(vi)(B)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to the CSA Credit Support Annex in accordance with sub-paragraph (v)(APart 5(g)(v)(A) above or sub-paragraph (vi)(APart 5(g)(vi)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of that First Subsequent Fitch Rating Event.
(vii) In the event that the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "BBB-" (or its equivalent) by Fitch or the rating of the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any Credit Support Provider in respect of Party A cease to be rated at least as high asas "F-3" (or its equivalent) by Fitch and as a result of such cessation, the then current rating of the Series 2 Class A Ninth
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