Common use of Ratings Event Clause in Contracts

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency Condition, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitch).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Threshold. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency Condition, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency ConditionCondition (with respect to Fitch), furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitch).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event (“"Ratings Event”") if at any time after the date hereof, the Relevant Entity hereof Party A shall fail to satisfy the Hedge Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold or shall mean that both (A) the Relevant Entity is no longer rated by S&P. Within 30 calendar days (orunsecured, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency Condition, assumes the long-term senior debt obligations of Party A under this Agreement (through an assignment or its Credit Support Provider) are rated at least "BBB-" by S&P, and assumption agreement in form and substance reasonably satisfactory to Party (B) or either (yi) having provided prior written notice to S&P and Fitchthe unsecured, replaces the outstanding Transactions hereunder with transactions on identical terms, except that long-term senior debt obligations of Party A shall be replaced as counterparty; provided that (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such Eligible Replacementrating is on watch for possible downgrade) and the unsecured, as short-term debt obligations of the date of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such assumption or replacement, will not, as a result thereof, be required to withhold or deduct rating is on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, watch for possible downgrade) or (ii) upon satisfaction of if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the Rating Agency Conditionunsecured, furnish an Eligible Guarantee long-term senior debt obligations of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and A (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the or its Credit Support Document Provider) are rated at least "A1" by Moody's (including if such amount which rating is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitchon watch for possible downgrade).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to IXIS (or any applicable credit support provider), Party A then IXIS shall, at its sole own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain an Eligible Replacement that (x) upon satisfaction of a guaranty of, or a contingent agreement of, another person with the Approved Rating Agency Condition, assumes the Thresholds to honor IXIS’s obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and FitchAgreement, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacementother person is approved by the Counterparty, as such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch and S&P which will be sufficient to restore the immediately prior ratings of the date Certificates, or (iv) establish any other arrangement satisfactory to Fitch and S&P which will be sufficient to restore the immediately prior ratings of such assumption or replacementthe Certificates; provided, will notthat with respect to clauses (ii), as a result thereof(iii) and (iv) above, be required to withhold or deduct on account each of tax under Fitch and S&P has reconfirmed the Agreement or ratings of the new TransactionsCertificates, as applicable, which was in effect immediately prior thereto. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that IXIS does not post sufficient collateral. For purposes of this Transaction, a “Ratings Event” shall occur with respect to IXIS (or any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is reduced below “F-1” by Fitch or its short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P (including in connection with a merger, consolidation or other similar transaction by IXIS or any applicable credit support provider) such assumption or replacement will not lead ratings being referred to a Termination Event or Event herein as the “Approved Ratings Thresholds,” (unless, within 30 days thereafter, each of Default occurring under Fitch and S&P has reconfirmed the Agreement or new Transactionsratings of the Certificates, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall which was in effect immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitchprior thereto).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency Condition, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or and (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document Annex (such amount which is the greater of amounts required to be posted by ▇M▇▇▇▇’▇, S&P and Fitch).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Threshold. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency ConditionCondition (with respect to Fitch), assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency ConditionCondition (with respect to Fitch), furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitch).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency Condition, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇M▇▇▇▇’▇, S&P and Fitch).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to IXIS (or any applicable credit support provider), Party A then IXIS shall, at its sole own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain an Eligible Replacement that (x) upon satisfaction of a guaranty of, or a contingent agreement of, another person with the Approved Rating Agency Condition, assumes the Thresholds to honor IXIS's obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and FitchAgreement, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacementother person is approved by the Counterparty, as such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Moody's and S&P which will be sufficient to restore the immediately prior ratings of the date Certificates, or (iv) establish any other arrangement satisfactory to Moody's and S&P which will be sufficient to restore the immediately prior ratings of such assumption or replacementthe Certificates; provided, will notthat with respect to clauses (ii), as a result thereof(iii) and (iv) above, be required to withhold or deduct on account each of tax under the Agreement or Moody's and S&P has reconfirmed the new Transactionsratings of the Certificates, as applicable, which was in effect immediately prior thereto. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that IXIS does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to IXIS (or any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is reduced below "P-1" by Moody's or its short-term unsecured and unsubordinated debt rating is reduced below "A-1" by S&P (including in connection with a merger, consolidation or other similar transaction by IXIS or any applicable credit support provider) such assumption or replacement will not lead ratings being referred to a Termination Event or Event herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of Default occurring under Moody's and S&P has reconfirmed the Agreement or new Transactionsratings of the Certificates, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall which was in effect immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitchprior thereto).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to BNY (or any applicable credit support provider), Party A then BNY shall, at its sole own expense, within thirty (30) days of such Ratings Event (i) assign this Transaction to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain an Eligible Replacement a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld (xiii) upon satisfaction post collateral under agreements and other instruments satisfactory to Counterparty or (iv) establish any other arrangement satisfactory to Counterparty, For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or any applicable credit support provider) if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P or at least "F-1" by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds". All the provisions above are subject to the Rating Agency Condition (no downgrade letter may be substituted for the Rating Agency Condition). For purposes of this provision, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the "Rating Agency Condition" means, furnish an Eligible Guarantee of Party A’s obligations under this Agreement with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with S&P and Fitch and receive from S&P and Fitch a guarantor prior written confirmation that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of proposed action or inaction would not cause a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms downgrade or withdrawal of the Credit Support Document (such amount which is then-current rating of the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitch)Notes.

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to BNY (or any applicable credit support provider), Party A then BNY shall, at its sole own expense, within thirty (30) days of such Ratings Event (i) assign this Transaction to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain an Eligible Replacement a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld (xiii) upon satisfaction post collateral under agreements and other instruments satisfactory to Counterparty or (iv) establish any other arrangement satisfactory to Counterparty, For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or any applicable credit support provider) if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P or at least "F-1" by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds". All the provisions above are subject to the Rating Agency Condition (no downgrade letter may be substituted for the Rating Agency Condition). For purposes of this provision, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the "Rating Agency Condition" means, furnish an Eligible Guarantee of Party A’s obligations under this Agreement with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with S&P and Fitch and receive from S&P a guarantor prior written confirmation that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of proposed action or inaction would not cause a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms downgrade or withdrawal of the Credit Support Document (such amount which is then-current rating of the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitch)Notes.

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to BNY (or any applicable credit support provider), Party A then BNY shall, at its sole own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain an Eligible Replacement that (x) upon satisfaction of a guaranty of, or a contingent agreement of, another person with the Approved Rating Agency Condition, assumes the Thresholds to honor BNY's obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and FitchAgreement, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacementother person is approved by the Counterparty, as such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Moody's, S&P, which will be sufficient to restore the immediately prior ratings of the date Certificates, or (iv) establish any other arrangement satisfactory to Moody's and S&P which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody's (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such assumption or replacementratings being referred to herein as the "Approved Ratings Thresholds," (unless, will notwithin 30 days thereafter, as a result thereof, be required to withhold or deduct on account each of tax under Moody's and S&P has reconfirmed the Agreement or ratings of the new TransactionsCertificates, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall which was in effect immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitchprior thereto).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to BSFP, Party A then BSFP shall, at its sole is own expense, (i) subject to the Rating Agency Condition (as defined below), assign this Transaction hereunder to a third party within thirty (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below), (ii) deliver collateral, and an executed ISDA Credit Support Annex, within thirty (30) days of such Ratings Event and subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates, (iii) within thirty (30) days of such Ratings Event, obtain an Eligible Replacement that (x) upon satisfaction of a guaranty subject to the Rating Agency Condition, assumes of another person with the Approved Rating Thresholds, to honor, BSFP's obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) Agreement, or (yiv) having provided prior written notice to S&P and Fitchtake any other action that satisfies the Rating Agency Condition within thirty (30) days of such Ratings Event. For the avoidance of doubt, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as a downgrade of the date rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "RATINGS Event" shall occur with respect to BSFP, if its long-term unsecured and unsubordinated debt rating is reduced below "AA-" by S&P, or "Aa3" by Moody's (including in connection with a merger, consolidation or other similar transaction by BSFP) such assumption ratings being referred to herein as the "Approved Ratings Thresholds", unless, within 30 days after such withdrawal or replacementdowngrade, will not, as a result thereof, be required to withhold or deduct on account each of tax under Moody's and S&P has reconfirmed the Agreement or rating of the new TransactionsCertificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade. For purposes of this provision, "RATING AGENCY CONDITION" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Rating Agencies then providing a rating of the Certificates and such assumption receive from the Rating Agencies a prior written confirmation that the proposed action or replacement will inaction would not lead to cause a Termination Event downgrade or Event withdrawal of Default occurring under the Agreement or new Transactionsthen-current rating of the Certificates. Notwithstanding the foregoing, as applicable, in the event that BSFP's long-term unsecured and unsubordinated debt rating is either (i) withdrawn or (ii) upon satisfaction reduced below "BBB-" by S&P, or its unsecured, short-term debt obligations is reduced below "A-3" by S&P then, BSFP shall, within (10) business days of such reduction, at its own expense, and satisfying the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under (i) secure another entity to replace BSFP as party to this Agreement from that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guarantor that satisfies guaranty acceptable to the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence Rating Agencies, of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitch).another person with the

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency Condition, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) Requirement. In addition, immediately upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitch).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to BNY (or any applicable credit support provider), Party A then BNY shall, at its sole own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain an Eligible Replacement that (x) upon satisfaction of a guaranty of, or a contingent agreement of, another person with the Approved Rating Agency Condition, assumes the Thresholds to honor BNY's obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and FitchAgreement, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacementother person is approved by the Counterparty, as of the date of such assumption or replacementapproval not to be unreasonably withheld, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required under agreements and other instruments satisfactory to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’'▇, S&P and Fitch, which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to ▇▇▇▇▇'▇, S&P and Fitch which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-l" by S&P, withdrawn or reduced bellowed "F-l" by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of ▇▇▇▇▇'▇ and S&P has reconfirmed the ratings of the Certificates, as applicable, which was in effect immediately prior thereto).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to BNY (or any applicable credit support provider), Party A then BNY shall, at its sole own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain an Eligible Replacement that (x) upon satisfaction of a guaranty of, or a contingent agreement of, another person with the Approved Rating Agency Condition, assumes the Thresholds to honor BNY's obligations of Party A under this Agreement Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (through an assignment iii) post collateral under agreements and assumption agreement in form and substance reasonably other instruments satisfactory to Party B) or (y) having provided prior written notice to Moody's, S&P and Fitch, replaces which will be sufficient to restore the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as immediately prior ratings of the date Certificates, or (iv) establish any other arrangement satisfactory to Moody's, S&P and Fitch which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BNY (or any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-l" by S&P, withdrawn or reduced bellowed "F-l" by Fitch (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such assumption or replacementratings being referred to herein as the "Approved Ratings Thresholds," (unless, will notwithin 30 days thereafter, as a result thereof, be required to withhold or deduct on account each of tax under Moody's and S&P has reconfirmed the Agreement or ratings of the new TransactionsCertificates, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall which was in effect immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitchprior thereto).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date If a Ratings Event has occurred and so long (as such Ratings Event is continuingdefined below) occurs with respect to BSFP (or any applicable credit support provider), Party A then BSFP shall, at its sole own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain an Eligible Replacement that (x) upon satisfaction of a guaranty of, or a contingent agreement of, another person with the Approved Rating Agency Condition, assumes the Thresholds to honor BSFP's obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and FitchAgreement, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacementother person is approved by the Counterparty, as such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch Rating ("Fitch"), Standard and Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investor Service, ▇▇▇. ("▇▇▇dy's"), which will be suffici▇▇▇ ▇▇ restore the immediately prior ratings of the date Certificates, or (iv) establish any other arrangement satisfactory to Fitch, S&P and Moody's which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BSFP does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to BSFP (or any applicable credit support provider) if its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below "AA-" by S&P or "Aa3" by Moody's (including in connection with a merger, consolidation or other similar transaction by BSFP or any applicable credit support provider) such assumption or replacementratings being referred to herein as the "Approved Ratings Thresholds," (unless, will notwithin 30 days thereafter, as a result thereof, be required to withhold or deduct on account each of tax under S&P and Moody's has reconfirmed the Agreement or ratings of the new TransactionsCertificates, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall which was in effect immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇, S&P and Fitchprior thereto).

Ratings Event. It shall be a ratings event (“Ratings Event”) if at any time after the date hereof, the Relevant Entity shall fail to satisfy the Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated by S&P. Within 30 calendar days (or, in the case of a failure to meet the requirements of subparagraph (a) of the definition of “Hedge Counterparty Ratings Threshold”, within 10 Local Business Days) from the date a Ratings Event has occurred and so long as such Ratings Event is continuing, Party A shall, at its sole expense, (i) obtain an Eligible Replacement that (x) upon satisfaction of the Rating Agency Condition, assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or (y) having provided prior written notice to S&P and Fitch, replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty; provided that such Eligible Replacement, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new Transactions, as applicable, and such assumption or replacement will not lead to a Termination Event or Event of Default occurring under the Agreement or new Transactions, as applicable, or (ii) upon satisfaction of the Rating Agency Condition, furnish an Eligible Guarantee of Party A’s obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement and (iii) upon the occurrence of a Ratings Event, Party A shall immediately be required to post collateral in an amount required to be posted pursuant to terms of the Credit Support Document (such amount which is the greater of amounts required to be posted by ▇▇▇▇▇’▇Moody’s, S&P and Fitch).