Common use of Ratings Event Clause in Contracts

Ratings Event. (i) In the event that 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 ["AA-"] by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇, the then current rating of the Series o Class o Third Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "S&P Rating Event"), then Party A will, within 30 days of the occurrence of such Ratings Event at its own cost either: (A) deliver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with S&P; (B) transfer all of its rights and obligations with respect of this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings of the Series o Class o Third Issuer Notes by S&P at, or restore the rating of the Series o Class o Third Issuer Notes by S&P to, the level it would have been at immediately prior to such S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o Class o Third Issuer Notes at, or restore the rating of the Series o Class o Third Issuer Notes to, the level it would have been at immediately prior to such S&P Rating Event); 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 Third Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such S&P Rating Event. If any of 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 paragraph (i)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In the event that: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A, ceases to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ 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 Moody's Rating ▇▇▇▇▇"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, at its own cost either: (1) ▇▇▇▇▇▇▇r all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed with Moody's; (2) procure another person to become co-obli▇▇▇ ▇▇ respect of the obligations of Party A under this Agreement, such co-obligor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed with Moody's; (3) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with Moody's. If any of paragraphs (ii)(1), (ii)(2) or (ii)(3) ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) In the event that: (A) 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 (B) the short-term, unsecured and unsubordi▇▇▇▇▇ 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 Moody's Ratin▇ ▇▇▇▇▇"), then Party A will: (1) wit▇▇▇ ▇▇ days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, ▇▇▇ ▇▇ its own cost, attempt either to:

Ratings Event. (i) In the event that the long-term, unsecured and unsubordinated debt obligations of the Credit Support Provider 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 ["AA-"] " by Standard & Poor's Rating Services, a division of The McGraw▇▇▇▇▇▇-Hill ▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o 3 Class o Third [A/B/M/C] Fourth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event Initial S&P Rating Event, at its own cost either: (A) deliver put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to Party B pursuant collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Credit Support Annex attached hereto Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes by S&P at, or restore the rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes by S&P to, the level it would have been at immediately prior to such other Initial S&P Rating Event) provided that (x) Party A will 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 of S&P published on 17th December, 2003, 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"), (y) the Collateral Amount will not be required to exceed such amount as may would be agreed required (in accordance with S&Pthe S&P Criteria) to maintain or restore the rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event [and (z) the enforceability of such collateral arrangement must be supported by legal opinions with respect to each relevant jurisdiction provided in a form reasonably acceptable to S&P within 30 days of the occurrence of such Initial S&P Rating Event]; (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 3 Class o Third [A/B/M/C] Fourth Issuer Notes by S&P at, or restore the rating of the Series o 3 Class o Third [A/B/M/C] Fourth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 3 Class o Third [A/B/M/C] Fourth Issuer Notes at, or restore the rating of the Series o 3 Class o Third [A/B/M/C] Fourth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series o 3 Class o Third [A/B/M/C] Fourth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In the event that: (A) 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, ceases to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ debt obligations Credit Support Provider 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" (BBB-"] by S&P and, as a result of such downgrade, the then current rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes may in the reasonable opinion of S&P be downgraded or its equivalent) by Moody's, placed under review for possible downgrade (such cessation being an event, a "Initial Moody's Rating ▇▇▇▇▇SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days ▇▇ of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes by S&P at, or restore the rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event[; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes at, or restore the rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event)], and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) [or (ii)(C)] above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) In the event that the long-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A (or its successor) cease to be rated at least as high as the lower of (A) "A1" (or its equivalent) by ▇▇▇▇▇'▇ and (B) the highest rating of the Series 3 Class [A/B/M/C] Fourth Issuer Notes then issued by ▇▇▇▇▇'▇ immediately prior to such cessation (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial Moody's ▇▇▇▇▇'▇ Rating Event, at its own cost either: (1) ▇▇▇▇▇▇▇r transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed with Moody's▇▇▇▇▇'▇; (2) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed with Moody's▇▇▇▇▇'▇; (3) take such other action as agreed with Moody▇▇▇▇▇'▇; ▇▇or (4) put in place a ▇▇▇▇ver -to-market collateral agreement in a form and substance acceptable to Party B pursuant ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the Credit Support Annex attached hereto form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other amount of collateral requirements as may be agreed with Moody's▇▇▇▇▇'▇. If any of paragraphs (ii)(1iii)(1), (ii)(2iii)(2) or (ii)(3iii)(3) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event that: (A) 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 (B) the short-term, unsecured and unsubordi▇▇▇▇▇ debt obligations Credit Support Provider of Party A (or its successor) or any credit support provider in respect of Party A cease to be rated as high as "Prime-2A3" (or its equivalent) by Moody's, ▇▇▇▇▇'▇ (such cessation being a "Subsequent Moody's Ratin▇ SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ on a best efforts basis within 30 days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, ▇▇▇▇▇'▇ ▇▇ Rating Event, at its own cost, attempt either to:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-A-1+"] by Standard & Poor's Rating Services, a division of The McGraw▇▇▇▇▇▇-Hill ▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initital S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third [A/B/C] Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3"] by S&P and, as a result of such downgrade, the then current rating of the Series 2 Class [A/B/C] Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A, ceases Credit Support Provider from time to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ debt obligations of Party A (or its successor) or any credit support provider time in respect of Party A cease to be rated at least as high as ["Prime-1" A1"] (or its equivalent) by Moody's, (such cessation being an "Initial Moody's Rating ▇▇▇▇▇"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, at its own cost either: (1) ▇▇▇▇▇▇▇r all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed with Moody's; (2) procure another person to become co-obli▇▇▇ ▇▇ respect of the obligations of Party A under this Agreement, such co-obligor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed with Moody's; (3) take such other action as agreed with Moody'▇; ▇▇or (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with Moody's. If any of paragraphs (ii)(1), (ii)(2) or (ii)(3) ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) In the event that: (AB) the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as A3 ["Prime-1"] (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ 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 an "Subsequent Moody's Ratin▇ INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A willwill at its own cost either: (1) witwithin 10 days of an Initial ▇▇▇▇▇'▇ ▇▇ days Rating Event 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 occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, ▇▇▇ ▇▇ its own cost, attempt either to:Credit Support Annex; or

Ratings Event. (i) In the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-"] “A-1+” by Standard & Poor's ’s Rating Services, a division of The McGraw▇▇▇▇▇▇-Hill ▇▇▇▇ Companies, Inc. ("“S&P"”) and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o Class o Third Issuer Notes is downgraded 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 Ratings Event Initial S&P Rating Event, at its own cost either: (A) deliver put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement provided that (x) Party B pursuant A will be deemed to have satisfied the Credit Support Annex attached hereto or such other 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 of S&P published on 17th December, 2003, 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 (y) the Collateral Amount will not be required to exceed such amount as may would be agreed required (in accordance with S&Pthe S&P Criteria) to maintain or restore the rating of the Issuer Notes 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 with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings of the Series o Class o Third Issuer Notes by S&P at, or restore the rating of the Series o Class o Third Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o Class o Third Issuer Notes at, or restore the rating of the Series o Class o Third Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third Issuer Notes 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 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 paragraph (i)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) 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-3” by S&P and, as a result of such downgrade, the then current rating of the Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a “Subsequent S&P Rating Event”), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Issuer Notes by S&P at, or restore the rating of the Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Issuer Notes at, or restore the rating of the Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) In the event that: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A, ceases to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider in respect of Party A cease to be rated at least as high as "Prime-1" “A1” (or its equivalent) by Moody's▇▇▇▇▇’▇; or (B) 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 ▇▇▇▇▇’▇, (such cessation being an "“Initial Moody's Rating ▇▇▇▇▇"’▇ Rating Event”), then Party A will, within 30 days ▇▇ ▇▇▇ of the occurrence of such Initial Moody's ▇▇▇▇▇’▇ Rating Event, at its own cost either: (1) ▇▇▇▇▇▇▇r transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed with Moody's▇▇▇▇▇’▇; (2) procure another person to become co-obli▇▇▇ ▇▇ obligor in respect of the obligations of Party A under this Agreement, such which co-obligor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed with Moody's▇▇▇▇▇’▇; (3) take such other action as agreed with Moody'▇▇▇▇▇’▇; ▇▇or (4) put in place a ▇▇▇▇ver -to-market collateral agreement in a form and substance acceptable to Party B pursuant ▇▇▇▇▇’▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the Credit Support Annex attached hereto form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇’▇ Criteria (as defined below) or such other amount of collateral requirements as may be agreed with Moody's▇▇▇▇▇’▇. If any of paragraphs (ii)(1iii)(1), (ii)(2iii)(2) or (ii)(3iii)(3) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(4) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event that: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider in respect of Party A cease to be rated as high as A3 “Baa2” (or its equivalent) by Moody's▇▇▇▇▇’▇; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider 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 Moody's Ratin▇ ▇▇▇▇▇"’▇ Rating Event”), then Party A will: (1) wit▇▇▇ ▇▇ on a best efforts basis within 30 days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, ▇▇▇▇▇’▇ ▇▇ Rating Event, at its own cost, attempt either to:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-A-1+"] by Standard & Poor's Rating Services, a division of The McGraw▇▇▇▇▇▇-Hill ▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initial S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series o 3 Class o Third [A/B/C]Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series o 3 Class o Third [A/B/C]Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3"] by S&P and, as a result of such downgrade, the then current rating of the Series 3 Class [A/B/C]Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 3 Class [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series 3 Class [A/B/C]Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 3 Class [A/B/C]Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 3 Class [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series 3 Class [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A, ceases Credit Support Provider from time to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ debt obligations of Party A (or its successor) or any credit support provider time in respect of Party A cease to be rated at least as high as ["Prime-1" A1"] (or its equivalent) by Moody's▇▇▇▇▇'▇; or (B) 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 ["Prime-1"] (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "Initial Moody's Rating INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, will at its own cost either: (1) within 10 days of an Initial ▇▇▇▇▇'▇ Rating Event 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 Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇r ▇▇▇'▇ Rating Event: (2) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's▇▇▇▇▇'▇; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;▇▇▇▇▇'▇; or (34) take such other action as agreed Party A may agree with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with Moody's▇'▇. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated as high as A3 ["A3"] (or its equivalent) by Moody's▇▇▇▇▇'▇; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Ratin▇ SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ ▇▇ Rating Event, at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇on, the then current rating of the Series o 2 Class o Third B Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initital S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 2 Class o Third B Eighth Issuer Notes by S&P at, or restore the rating of the Series o 2 Class o Third B Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 2 Class o Third B Eighth Issuer Notes at, or restore the rating of the Series o 2 Class o Third B Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third B Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3" by S&P and, as a result of such downgrade, the then current rating of the Series 2 Class B Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 2 Class B Eighth Issuer Notes by S&P at, or restore the rating of the Series 2 Class B Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 2 Class B Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 2 Class B Eighth Issuer Notes at, or restore the rating of the Series 2 Class B Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursua▇▇ ▇o paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A, ceases A cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Rating ▇▇▇▇▇INITIAL MOODY'S RATING EVENT"), then Party A will, will at its own cost ▇▇▇▇▇▇: (1) within 30 10 days of an Initial Moody's Rating Event provide collateral in the for▇ ▇▇ ▇▇▇ sh or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) ▇▇▇▇▇▇▇r transfer all of its rights and obligations ▇▇▇ ▇▇▇igations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as A may be agreed agree with Moody's. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Ratin▇ ▇▇▇▇▇SUBSEQUENT MOODY'S RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that 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 the Credit Support Provider of Party A cease to be rated at least as high as ["AA-A-1+"] by Standard & Poor's Rating Services, a division of The McGraw-Hill ▇▇▇▇▇▇- ▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "" INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initital S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third [A/B/C] Eighth Issuer Notes 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 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 paragraph paragraph (i)(Ai) (A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiA) In transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the event thatSecurity Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A (or its successor) or any credit support provider in respect of Party A, ceases cease to be rated at least as high as ["A1" "] (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider 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 Moody's Rating INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, will at its own cost either: (1) within 10 days of an Initial ▇▇▇▇▇'▇ Rating Event 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 Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇r ▇▇▇'▇ Rating Event: (2) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such co-which co- obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as A may be agreed agree with Moody's. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as A3 ["A3"] (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as ["Prime-2" "] (or its equivalent) by Moody's, (such cessation being a "Subsequent Moody's Ratin▇ SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ ▇▇ Rating Event, at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that 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 the Credit Support Provider of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇cessa▇▇▇▇, the then current rating of the Series o 1 Class o Third A Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initial S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 1 Class o Third A Eighth Issuer Notes by S&P at, or restore the rating of the Series o 1 Class o Third A Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 1 Class o Third A Eighth Issuer Notes at, or restore the rating of the Series o 1 Class o Third A Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third A Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class A Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class A Eighth Issuer Notes by S&P at, or restore the rating of the Series 1 Class A Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class A Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class A Eighth Issuer Notes at, or restore the rating of the Series 1 Class A Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursua▇▇ ▇o paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A (or its successor) or any credit support provider in respect of Party A, ceases cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider 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 Moody's Rating ▇▇▇▇▇INITIAL MOODY'S RATING EVENT"), then Party A will, will at its own cost ▇▇▇▇▇▇: (1) within 30 10 days of an Initial Moody's Rating Event provide collateral in the form ▇▇ ▇▇▇ ▇h or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) transfer all of its rights a▇▇ ▇▇▇▇▇▇▇r all of its rights and obligations gations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as A may be agreed agree with Moody's. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as "Prime-2" (or its equivalent) by Moody's, (such cessation being a "Subsequent Moody's Ratin▇ ▇▇▇▇▇SUBSEQUENT MOODY'S RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that 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 the Credit Support Provider of Party A cease to be rated at least as high as ["AA-A-1+"] by Standard & Poor's Rating Services, a division of The McGraw-Hill ▇▇▇▇▇▇- ▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "" INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initital S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third [A/B/C] Eighth Issuer Notes 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 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 paragraph paragraph (i)(Ai) (A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiA) In transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the event thatSecurity Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A (or its successor) or any credit support provider in respect of Party A, ceases cease to be rated at least as high as ["A1" "] (or its equivalent) by Moody's▇▇▇▇▇'▇; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider 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 Moody's Rating INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, will at its own cost either: (1) within 10 days of an Initial ▇▇▇▇▇'▇ Rating Event 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 Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇r ▇▇▇'▇ Rating Event: (2) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's▇▇▇▇▇'▇; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such co-which co- obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;▇▇▇▇▇'▇; or (34) take such other action as agreed Party A may agree with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with Moody's▇'▇. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as A3 ["A3"] (or its equivalent) by Moody's▇▇▇▇▇'▇; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as ["Prime-2" "] (or its equivalent) by Moody's▇▇▇▇▇'▇, (such cessation being a "Subsequent Moody's Ratin▇ SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ ▇▇ Rating Event, at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that 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 the Credit Support Provider of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇cessa▇▇▇▇, the then current rating of the Series o 1 Class o Third B Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initial S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 1 Class o Third B Eighth Issuer Notes by S&P at, or restore the rating of the Series o 1 Class o Third B Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 1 Class o Third B Eighth Issuer Notes at, or restore the rating of the Series o 1 Class o Third B Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third B Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class B Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class B Eighth Issuer Notes by S&P at, or restore the rating of the Series 1 Class B Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class B Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class B Eighth Issuer Notes at, or restore the rating of the Series 1 Class B Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursua▇▇ ▇o paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A (or its successor) or any credit support provider in respect of Party A, ceases cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider 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 Moody's Rating ▇▇▇▇▇INITIAL MOODY'S RATING EVENT"), then Party A will, will at its own cost ▇▇▇▇▇▇: (1) within 10 days of an Initial Moody's Rating Event provide collateral in the f▇▇▇ ▇▇ cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days ▇▇ ▇▇▇ of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) ▇▇▇▇▇▇▇r transfer all of its rights and obligations right▇ ▇▇▇ ▇bligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as A may be agreed agree with Moody's. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as "Prime-2" (or its equivalent) by Moody's, (such cessation being a "Subsequent Moody's Ratin▇ ▇▇▇▇▇SUBSEQUENT MOODY'S RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-A-1+"] by Standard & Poor's Rating Services, a division of The McGraw▇▇▇▇▇▇-Hill ▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initial S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series o 3 Class o Third [A/B/C] Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3"] by S&P and, as a result of such downgrade, the then current rating of the Series 3 Class [A/B/C] Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 3 Class [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series 3 Class [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 3 Class [A/B/C] Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 3 Class [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series 3 Class [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A, ceases Credit Support Provider from time to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ debt obligations of Party A (or its successor) or any credit support provider time in respect of Party A cease to be rated at least as high as ["Prime-1" A1"] (or its equivalent) by Moody's, (such cessation being an "Initial Moody's Rating ▇▇▇▇▇"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, at its own cost either: (1) ▇▇▇▇▇▇▇r all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed with Moody's; (2) procure another person to become co-obli▇▇▇ ▇▇ respect of the obligations of Party A under this Agreement, such co-obligor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed with Moody's; (3) take such other action as agreed with Moody'▇; ▇▇or (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with Moody's. If any of paragraphs (ii)(1), (ii)(2) or (ii)(3) ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) In the event that: (AB) the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as A3 ["Prime-1"] (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ 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 an "Subsequent Moody's Ratin▇ INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A willwill at its own cost either: (1) witwithin 10 days of an Initial ▇▇▇▇▇'▇ ▇▇ days Rating Event 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 occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, ▇▇▇ ▇▇ its own cost, attempt either to:Credit Support Annex; or

Ratings Event. (i) In the event that 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 ["AA-"] by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇downg▇▇▇▇▇▇, the then current rating of the Series o Class o Third Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "S&P Rating Event"), then Party A will, within 30 days of the occurrence of such Ratings Event at its own cost either: (A) deliver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with S&P; (B) transfer all of its rights and obligations with respect of this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings of the Series o Class o Third Issuer Notes by S&P at, or restore the rating of the Series o Class o Third Issuer Notes by S&P to, the level it would have been at immediately prior to such S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o Class o Third Issuer Notes at, or restore the rating of the Series o Class o Third Issuer Notes to, the level it would have been at immediately prior to such S&P Rating Event); 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 Third Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such S&P Rating Event. If any of 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 paragraph (i)(A) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In the event that: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect of Party A, ceases to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇unsubordin▇▇▇▇ debt ▇ebt 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 Moody's Rating ▇▇▇▇▇"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, at its own cost either: (1) t▇▇▇▇▇▇▇r ▇ all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed with Moody's; (2) procure another person to become co-obli▇oblig▇▇ ▇▇ respect of the obligations of Party A under this Agreement, such co-obligor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed with Moody's; (3) take such other action as agreed with Moody'▇'s; ▇▇ (4) ▇▇▇▇ver ▇er collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with Moody's. If any of paragraphs (ii)(1), (ii)(2) or (ii)(3) ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) In the event that: (A) 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 (B) the short-term, unsecured and unsubordi▇unsubordin▇▇▇▇ debt ▇ebt 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 Moody's Ratin▇ Rating ▇▇▇▇▇"), then Party A will: (1) wit▇with▇▇ ▇▇ days ▇ays of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, ▇a▇▇ ▇▇ its ▇ts own cost, attempt either to:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such downsu▇▇ ▇▇▇▇▇▇▇▇n, the then current rating of the Series o 3 Class o Third B Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initial S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 3 Class o Third B Eighth Issuer Notes by S&P at, or restore the rating of the Series o 3 Class o Third B Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 3 Class o Third B Eighth Issuer Notes at, or restore the rating of the Series o 3 Class o Third B Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series o 3 Class o Third B Eighth Issuer Notes 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 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 paragraph (i)(A) above will be re-transferred directly to Party A outside of the relevant Priority of Payments and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3" by S&P and, as a result of such downgrade, the then current rating of the Series 3 Class B Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 3 Class B Eighth Issuer Notes by S&P at, or restore the rating of the Series 3 Class B Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 3 Class B Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 3 Class B Eighth Issuer Notes at, or restore the rating of the Series 3 Class B Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursuan▇ ▇▇ paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be re-transferred directly to Party A outside of the relevant Priority of Payments and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A, ceases A cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordiunsubo▇▇▇▇▇ ▇▇▇d debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Rating INITIAL MOODY'S RATING ▇▇▇▇▇"), then Party A will, will at its own cost ▇▇▇▇▇▇: (1) within 10 days of an Initial Moody's Rating Event provide collateral in the fo▇▇ ▇▇ ▇ash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days ▇▇ ▇▇▇ of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) ▇▇▇▇▇▇▇r transfer all of its rights and obligations ▇▇▇ ▇▇ligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obliobl▇▇▇▇ ▇▇ guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) Party A ma▇ ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed ▇ with Moody's. If any of paragraphs a▇▇ ▇▇ ▇aragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be re-transferred directly to Party A outside of the relevant Priority of Payments and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordiunsubo▇▇▇▇▇ ▇▇▇d debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's RatinSUBSEQUENT MOODY'S RATI▇▇ ▇▇▇▇▇T"), then Party A will: (1) wit▇▇▇ ▇▇ days of a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇on, the then current rating of the Series o 2 Class o Third C Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initital S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 2 Class o Third C Eighth Issuer Notes by S&P at, or restore the rating of the Series o 2 Class o Third C Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 2 Class o Third C Eighth Issuer Notes at, or restore the rating of the Series o 2 Class o Third C Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third C Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3" by S&P and, as a result of such downgrade, the then current rating of the Series 2 Class C Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 2 Class C Eighth Issuer Notes by S&P at, or restore the rating of the Series 2 Class C Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 2 Class C Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 2 Class C Eighth Issuer Notes at, or restore the rating of the Series 2 Class C Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursua▇▇ ▇o paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A, ceases A cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Rating ▇▇▇▇▇INITIAL MOODY'S RATING EVENT"), then Party A will, will at its own cost ▇▇▇▇▇▇: (1) within 30 10 days of an Initial Moody's Rating Event provide collateral in the for▇ ▇▇ ▇▇▇ sh or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) ▇▇▇▇▇▇▇r transfer all of its rights and obligations ▇▇▇ ▇▇▇igations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as A may be agreed agree with Moody's. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Ratin▇ ▇▇▇▇▇SUBSEQUENT MOODY'S RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that 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 the Credit Support Provider of Party A cease to be rated at least as high as ["AA-A-1+"] by Standard & Poor's Rating Services, a division of The McGraw▇▇▇▇▇▇-Hill ▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initital S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series o 1 Class o Third [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third [A/B/C] Eighth Issuer Notes 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 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 paragraph paragraph (i)(Ai) (A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiA) In transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the event thatSecurity Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A (or its successor) or any credit support provider in respect of Party A, ceases cease to be rated at least as high as ["A1" "] (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider 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 Moody's Rating INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, will at its own cost either: (1) within 10 days of an Initial ▇▇▇▇▇'▇ Rating Event 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 Credit Support Annex; or within 30 days of the occurrence of such Initial ▇▇r ▇▇▇'▇ Rating Event: (2) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as A may be agreed agree with Moody's. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as A3 ["A3"] (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as ["Prime-2" "] (or its equivalent) by Moody's, (such cessation being a "Subsequent Moody's Ratin▇ SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ ▇▇ Rating Event, at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇▇▇, the then current rating of the Series o 3 Class o Third C Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initial S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 3 Class o Third C Eighth Issuer Notes by S&P at, or restore the rating of the Series o 3 Class o Third C Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 3 Class o Third C Eighth Issuer Notes at, or restore the rating of the Series o 3 Class o Third C Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series o 3 Class o Third C Eighth Issuer Notes 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 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 paragraph (i)(A) above will be re-transferred directly to Party A outside of the relevant Priority of Payments and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3" by S&P and, as a result of such downgrade, the then current rating of the Series 3 Class C Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 3 Class C Eighth Issuer Notes by S&P at, or restore the rating of the Series 3 Class C Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 3 Class C Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 3 Class C Eighth Issuer Notes at, or restore the rating of the Series 3 Class C Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursuant ▇▇ ▇aragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be re-transferred directly to Party A outside of the relevant Priority of Payments and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A, ceases A cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇unsubordin▇▇▇▇ debt ▇▇bt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Rating ▇INITIAL MOODY'S RATING E▇▇▇▇"), then Party A will, will at its own cost ei▇▇▇▇: (1) within 10 days of an Initial Moody's Rating Event provide collateral in the form o▇ ▇▇▇▇ or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days ▇▇ ▇▇▇ of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) transfer all of its rights and ▇▇▇▇▇▇▇r all of its rights and obligations tions with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇obligor ▇▇ ▇▇ ▇▇rantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; Party A may ag▇▇ (4) ▇ ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with h Moody's. If any of paragraphs a▇▇ ▇▇ ▇aragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be re-transferred directly to Party A outside of the relevant Priority of Payments and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇unsubordin▇▇▇▇ debt ▇▇bt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Ratin▇ SUBSEQUENT MOODY'S RATING ▇▇▇▇▇"), then Party A will: (1) witon ▇ ▇▇▇ ▇▇ days of ▇onable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇on, the then current rating of the Series o 3 Class o Third A Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initial S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 3 Class o Third A Eighth Issuer Notes by S&P at, or restore the rating of the Series o 3 Class o Third A Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 3 Class o Third A Eighth Issuer Notes at, or restore the rating of the Series o 3 Class o Third A Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series o 3 Class o Third A Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3" by S&P and, as a result of such downgrade, the then current rating of the Series 3 Class A Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 3 Class A Eighth Issuer Notes by S&P at, or restore the rating of the Series 3 Class A Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 3 Class A Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 3 Class A Eighth Issuer Notes at, or restore the rating of the Series 3 Class A Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursua▇▇ ▇o paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A, ceases A cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordiunsubor▇▇▇▇▇▇▇ debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Rating INITIAL MOODY'S RATIN▇ ▇▇▇▇▇"), then Party A will, will at its own cost ▇▇▇▇▇▇: (1) within 30 10 days of an Initial Moody's Rating Event provide collateral in the for▇ ▇▇ ▇▇▇ sh or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) ▇▇▇▇▇▇▇r transfer all of its rights and obligations ▇▇▇ ▇▇▇igations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) Party A may ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed ▇ with Moody's. If any of ▇▇▇ ▇▇ paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordiunsubo▇▇▇▇▇ ▇▇▇d debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's RatinSUBSEQUENT MOODY'S RAT▇▇▇ ▇▇▇▇▇NT"), then Party A will: (1) wit▇▇▇ ▇▇ days of reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that 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 the Credit Support Provider of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇cessa▇▇▇▇, the then current rating of the Series o 1 Class o Third C Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initial S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 1 Class o Third C Eighth Issuer Notes by S&P at, or restore the rating of the Series o 1 Class o Third C Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 1 Class o Third C Eighth Issuer Notes at, or restore the rating of the Series o 1 Class o Third C Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third C Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class C Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class C Eighth Issuer Notes by S&P at, or restore the rating of the Series 1 Class C Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class C Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class C Eighth Issuer Notes at, or restore the rating of the Series 1 Class C Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursua▇▇ ▇o paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of the Credit Support Provider of Party A (or its successor) or any credit support provider in respect of Party A, ceases cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider 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 Moody's Rating ▇▇▇▇▇INITIAL MOODY'S RATING EVENT"), then Party A will, will at its own cost ▇▇▇▇▇▇: (1) within 10 days of an Initial Moody's Rating Event provide collateral in the f▇▇▇ ▇▇ cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days ▇▇ ▇▇▇ of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) ▇▇▇▇▇▇▇r transfer all of its rights and obligations right▇ ▇▇▇ ▇bligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as A may be agreed agree with Moody's. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider in respect the Credit Support Provider of Party A cease to be rated as high as "Prime-2" (or its equivalent) by Moody's, (such cessation being a "Subsequent Moody's Ratin▇ ▇▇▇▇▇SUBSEQUENT MOODY'S RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-"] A-1+" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇on, the then current rating of the Series o 2 Class o Third A Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initital S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 2 Class o Third A Eighth Issuer Notes by S&P at, or restore the rating of the Series o 2 Class o Third A Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 2 Class o Third A Eighth Issuer Notes at, or restore the rating of the Series o 2 Class o Third A Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third A Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If the event thatshort-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-3" by S&P and, as a result of such downgrade, the then current rating of the Series 2 Class A Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 2 Class A Eighth Issuer Notes by S&P at, or restore the rating of the Series 2 Class A Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 2 Class A Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 2 Class A Eighth Issuer Notes at, or restore the rating of the Series 2 Class A Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a mark-to-market collateral arrangement put in place pursua▇▇ ▇o paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A, ceases A cease to be rated at least as high as "A1" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Rating ▇▇▇▇▇INITIAL MOODY'S RATING EVENT"), then Party A will, will at its own cost ▇▇▇▇▇▇: (1) within 30 10 days of an Initial Moody's Rating Event provide collateral in the for▇ ▇▇ ▇▇▇ sh or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex; or within 30 days of the occurrence of such Initial Moody's Rating Event, at its own cost either: (12) ▇▇▇▇▇▇▇r transfer all of its rights and obligations ▇▇▇ ▇▇▇igations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed Party A may agree with Moody's; (23) procure another person to become co-obli▇▇▇ ▇▇ obligor or guarantor in respect of the obligations of Party A under this Agreement, such which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed Party A may agree with Moody's;; or (34) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as A may be agreed agree with Moody's. If any of paragraphs (ii)(1iii)(2), (ii)(2iii)(3) or (ii)(3iii)(4) ▇▇▇▇▇ above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4iii)(1) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iiiiv) In the event thatIf: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated as high as A3 "A3" (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Ratin▇ ▇▇▇▇▇SUBSEQUENT MOODY'S RATING EVENT"), then Party A will: (1) wit▇▇▇ ▇▇ days of reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basisEvent, ▇▇▇ ▇▇ at its own cost, attempt either toeither:

Ratings Event. (i) In If the event that the longshort-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as ["AA-A-1+"] by Standard & Poor's Rating Services, a division of The McGraw▇▇▇▇▇▇-Hill ▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such down▇▇▇▇▇▇▇cessation, the then current rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P Rating EventRATING EVENT"), then Party A will, within 30 days of the occurrence of such Ratings Event will at its own cost either: (A) deliver within 10 days of an Initital S&P Rating Event provide collateral to Party B pursuant to in the form of cash or securities or both in support of its obligations under this Agreement in accordance with the provisions of the Credit Support Annex attached hereto Annex; or within 30 days of the occurrence of such other amount of collateral as may be agreed with S&P;Initial S&P Rating Event: (B) transfer all of its rights and obligations with respect of to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the ratings rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series o 2 Class o Third [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); 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 Third [A/B/C] Eighth Issuer Notes 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 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 paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) In If 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-3"] by S&P and, as a result of such downgrade, the then current rating of the Series 2 Class [A/B/C] Eighth Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event that, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes by S&P at, or restore the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes at, or restore the rating of the Series 2 Class [A/B/C] Eighth Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time in respect of Party A, ceases A cease to be rated at least as high as ["A1" "] (or its equivalent) by Moody's; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ unsubordinated debt obligations of Party A (or its successor) or any credit support provider Credit Support Provider from time to time 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 Moody's Rating INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days ▇▇ ▇▇▇ occurrence of such Initial Moody's Rating Event, will at its own cost either: (1) within 10 days of an Initial ▇▇▇▇▇▇▇r all '▇ Rating Event provide collateral in the form of cash or securities or both in support of its rights and obligations with respect to under this Agreement to either (x) a replacement third party in accordance with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as agreed with Moody's; (2) procure another person to become co-obli▇▇▇ ▇▇ respect provisions of the obligations of Party A under this Agreement, such co-obligor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as agreed with Moody's; (3) take such other action as agreed with Moody'▇; ▇▇ (4) ▇▇▇▇ver collateral to Party B pursuant to the Credit Support Annex attached hereto or such other amount of collateral as may be agreed with Moody's. If any of paragraphs (ii)(1), (ii)(2) or (ii)(3) ▇▇▇▇▇ are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (ii)(4) will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) In the event that: (A) 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'sAnnex; or (B) the short-term, unsecured and unsubordi▇▇▇▇▇ 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 Moody's Ratin▇ ▇▇▇▇▇"), then Party A will: (1) wit▇▇▇ ▇▇ days of the occurrence of such Subsequent Moody's Rating Event on a reasonable efforts basis, ▇▇▇ ▇▇ its own cost, attempt either to: