Common use of Ratings Event Clause in Contracts

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred occurs with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its any applicable Credit Support Provider) are rated ), then Party A shall, at least "BBB-" by S&Pits own expense, and (B) either (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the unsecuredApproved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, long-term senior debt obligations of which party is approved by Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecuredB, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or which approval shall not be unreasonably withheld, (ii) if obtain a guaranty of, or a contingent agreement of, another person with the Approval Rating Thresholds to honor Party A A's obligations under this Agreement, provided that such other person is approved by Party B, such approval not to be unreasonably withheld, (or its Credit Support Provideriii) does not have a short-term rating from post collateral under agreements and other instruments satisfactory to Fitch Ratings ("Fitch") and Moody's Investor Service, Inc. ("Moody's"), the unsecured, long-term senior debt obligations of which will be suffi▇▇▇▇▇ ▇o restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch and Moody's which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the ratings on the Certificates could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider) if its Credit Support Provider) are rated at least short term unsecured and unsubordinated debt rating is withdrawn or reduced below "A1F1" by Moody's (including if such Fitch or its short-term unsecured unsubordinated debt rating is on watch for possible d▇▇▇▇▇▇▇e).withdrawn or reduced below "P-1"

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 business days after such rating withdrawal or downgrade (unless, within 10 business days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regards regard to any financial guarantee guaranty insurance policy, if applicable applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade).

Ratings Event. Upon (i) If (1) the occurrence short-term unsecured debt rating of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if is at any time after the date hereof Party A shall fail not at least “P-1” (without regard to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both whether such rating may be on negative watch) by ▇▇▇▇▇’▇ Investors Service, Inc. (A“Moody’s”), (2) the unsecured, long-term senior unsecured debt obligations rating of Party A (or its Credit Support Provider) are rated is at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated any time not at least "A2" (without regard to whether such rating may be on negative watch) by Moody's, (3) if Party A has a short-term unsecured debt rating from Standard and Poor's (including if such rating is on watch for possible dRatings Service, a division of The ▇▇▇▇▇▇-▇e) and the unsecured▇▇▇ Companies, short-term debt obligations of Party A Inc. (or its Credit Support Provider) are rated "S&P"), such rating is at any time not at least "P-1A-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii4) if Party A (or its Credit Support Provider) does not have a short-term unsecured debt rating from Moody'sS&P, the unsecured, long-term senior unsecured debt obligations rating of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated from S&P is at any time not at least "A1A+" (such occurrence, a “Ratings Event” and such ratings the “Approved Ratings Threshold”), Party A shall within 30 days of such Ratings Event, at its own cost and subject to the Rating Agency Condition, either (A) assign all its rights and obligations under this Agreement to a substitute party selected by Moody's Party A who meets or exceeds (including or whose Credit Support Provider meets or exceeds) the Approved Ratings Threshold, (B) obtain a guaranty of another person selected by Party A who meets or exceeds the Approved Ratings Threshold or (C) deliver collateral, in an amount sufficient to maintain the then-current ratings of the Auction Notes pursuant to a Credit Support Annex. (ii) Notwithstanding anything to the contrary in this Part 5(n), if (1) the short-term unsecured debt rating of Party A is at any time not at least “P-2” (without regard to whether such rating is may be on watch for possible dnegative watch) by ▇▇▇▇▇’▇, (2) the long-term unsecured debt rating of Party A is at any time not at least "A3" (without regard to whether such rating may be on negative watch) by ▇▇e▇▇▇'▇, or (3) the long-term unsecured debt rating of Party A is at any time not at least "BBB-" by S&P (or is withdrawn), Party A shall at its own expenses and subject to the Rating Agency Condition, with respect to S&P only, comply with clause (A) or (B) above of Part 5(n)(i) within ten (10) days. (iii) For purposes of this Agreement, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with ▇▇▇▇▇’▇ and S&P and receive from ▇▇▇▇▇’▇ and S&P a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Auction Notes.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's ▇▇▇▇▇'▇ (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's ▇▇▇▇▇'▇ (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's▇▇▇▇▇'▇, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated at least "A1" by Moody's ▇▇▇▇▇'▇ (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) if Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating ratings of the Swap Certificates and any Notes which was were in effect immediately prior to such withdrawal or downgrade without regards regard to any financial guarantee insurance policy, if applicable unless the rating ratings of the Swap Certificates and any Notes were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible ddow▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible ddow▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇P▇▇▇▇ A ▇ (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible ddow▇▇▇▇▇▇▇e).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regards regard to any financial guarantee guaranty insurance policy, if applicable applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e).

Ratings Event. Upon (i) (i) If (1) the occurrence short-term unsecured debt rating of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if is at any time after the date hereof Party A shall fail not at least "P-1" (without regard to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both whether such rating may be on negative watch) by ▇▇▇▇▇'▇ Investors Service, Inc. (A"Moody's"), (2) the unsecured, long-term senior unsecured debt obligations rating of Party A (or its Credit Support Provider) are rated is at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated any time not at least "A2" (without regard to whether such rating may be on negative watch) by Moody's, (3) if Party A has a short-term unsecured debt rating from Standard and Poor's (including if such rating is on watch for possible dRatings Service, a division of The ▇▇▇▇▇▇-▇e) and the unsecured▇▇▇ Companies, short-term debt obligations of Party A Inc. (or its Credit Support Provider) are rated "S&P"), such rating is at any time not at least "P-1A-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii4) if Party A (or its Credit Support Provider) does not have a short-term unsecured debt rating from S&P, the long-term unsecured debt rating of Party A from S&P is at any time not at least "A+" (such occurrence, a "Ratings Event" and such ratings the "Approved Ratings Threshold"), Party A shall within 30 days of such Ratings Event, at its own cost and subject to the Rating Agency Condition, either (A) assign all its rights and obligations under this Agreement to a substitute party selected by Party A who meets or exceeds (or whose Credit Support Provider meets or exceeds) the Approved Ratings Threshold, (B) obtain a guaranty of another person selected by Party A who meets or exceeds the Approved Ratings Threshold or (C) deliver collateral, in an amount sufficient to maintain the then-current ratings of the Auction Notes pursuant to a Credit Support Annex. (ii) (ii) Notwithstanding anything to the contrary in this Part 5(o), if (1) the short-term unsecured debt rating of Party A is at any time not at least "P-2" (without regard to whether such rating may be on negative watch) by Moody's, (2) the unsecured, long-term senior unsecured debt obligations rating of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated is at any time not at least "A1A3" (without regard to whether such rating may be on negative watch) by Moody's, or (3) the long-term unsecured debt rating of Party A is at any time not at least "BBB-" by S&P (or is withdrawn), Party A shall at its own expenses and subject to the Rating Agency Condition, with respect to S&P only, comply with clause (A) or (B) above of Part 5(o)(i) within ten (10) days. (iii) For purposes of this Agreement, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with S&P and Moody's (including if such and receive from S&P and Moody's a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating is on watch for possible d▇▇▇▇▇▇▇e)of the Auction Notes.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) if Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating ratings of the Swap Certificates and any Notes which was were in effect immediately prior to such withdrawal or downgrade without regards regard to any financial guarantee insurance policy, if applicable unless the rating ratings of the Swap Certificates and any Notes were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible dpossibl▇ ▇▇▇▇▇▇▇erade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible ddowngra▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇ ▇▇▇▇▇ ty A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible dpossibl▇ ▇▇▇▇▇▇▇erade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates Notes which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates Notes were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's’s) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("“Ratings Event"”) if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“BBB-" ” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“A2" by Moody's ’s (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "“P-1" ” by Moody's ’s (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's’s, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated at least "“A1" ” by Moody's ’s (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade), and (C) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least “BBB-” by Fitch. Following a Ratings Event, Party A shall take the following actions at its own expense and subject to the Rating Agency Condition (other than with respect to sub-clause (A) hereafter), (A) immediately post collateral in accordance with the Credit Support Annex attached hereto (until such time as it has secured a substitute counterparty or a guarantor that satisfies the Swap Counterparty Ratings Requirement, and (B) not later than 10 days after the occurrence of such a downgrade or withdrawal by S&P or Moody’s, either (I) assign all of its rights and obligations under the Transactions to a counterparty that satisfies the Swap Counterparty Ratings Requirement or whose guarantor satisfies the Swap Counterparty Ratings Requirement pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Swap Rating Agencies, or (II) provide a guaranty from a guarantor that satisfies the Swap Counterparty Ratings Requirement pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Swap Rating Agencies. The occurrence of the Additional Termination Event described in Part 1(h)(A) and (B) shall have no effect on Party A’s obligation to undertake the steps set forth hereunder in the event Party B does not exercise its right to terminate hereunder. Notwithstanding the foregoing, in the event that S&P has other published criteria with respect to the downgrade of a counterparty in effect at the time of such a downgrade of Party A, Party A shall be entitled to elect to take such other measures specified in such published criteria subject to the satisfaction of the Rating Agency Condition.

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to Rabobank (or any applicable credit support provider), then Rabobank shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Rabobank's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch, Moody's, S&P and DBRS which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch, Moody's, S&P and DBRS which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that Rabobank does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Rabobank (or downgrade any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "F-1" by Fitch or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody's or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" by DBRS (including in connection with a merger, consolidation or other similar transaction by Rabobank or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap Rating Agency of Fitch, Moody's, S&P and DBRS has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇ethereto).

Ratings Event. Upon (i) If (1) the occurrence short-term unsecured debt rating of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if is at any time after the date hereof Party A shall fail not at least "P-1" (without regard to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both whether such rating may be on negative watch) by Moody's Investors Service, Inc. (A"MOODY'S"), (2) the unsecured, long▇▇▇▇-term senior ▇▇rm unsecured debt obligations rating of Party A (or its Credit Support Provider) are rated is at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated any time not at least "A2" (without regard to whether such rating may be on negative watch) by Moody's 's, (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii3) if Party A has a short-term unsecured debt rating from Standard and Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc. ("S&P"), such rating is a▇ ▇▇▇ ▇▇▇▇ not at least "A-1" or its Credit Support Provider(4) if Party A does not have a short-term unsecured debt rating from S&P, the long-term unsecured debt rating of Party A from S&P is at any time not at least "A+" (such occurrence, a "RATINGS EVENT" and such ratings the "APPROVED RATINGS THRESHOLD"), Party A shall within 30 days of such Ratings Event, at its own cost and subject to the Rating Agency Condition, Schedule either (A) assign all its rights and obligations under this Agreement to a substitute party selected by Party A who meets or exceeds (or whose Credit Support Provider meets or exceeds) the Approved Ratings Threshold, (B) obtain a guaranty of another person selected by Party A who meets or exceeds the Approved Ratings Threshold or (C) deliver collateral, in an amount sufficient to maintain the then-current ratings of the Auction Certificates pursuant to a Credit Support Annex. (ii) Notwithstanding anything to the contrary in this Part 5(n), if (1) the short-term unsecured debt rating of Party A is at any time not at least "P-2" (without regard to whether such rating may be on negative watch) by Moody's, (2) the unsecured, long-term senior unsecured debt obligations rating of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated is at any time not at least "A1A3" (without regard to whether such rating may be on negative watch) by Moody's, or (3) the long-term unsecured debt rating of Party A is at any time not at least "BBB-" by S&P (or is withdrawn), Party A shall no longer be eligible to deliver collateral pursuant to clause (i)(C) above and instead shall comply with clause (A) or (B) above of Part 5(n)(i) within ten (10) days. (iii) For purposes of this Agreement, "RATING AGENCY CONDITION" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with Moody's (including if such and S&P and receive from Moody's and S&P a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating is on watch for possible d▇▇▇▇▇▇▇e)of the Auction Certificates.

Ratings Event. Upon (i) If (1) the occurrence short-term unsecured debt rating of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if is at any time after the date hereof Party A shall fail not at least “P-1” (without regard to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both whether such rating may be on negative watch) by ▇▇▇▇▇’▇ Investors Service, Inc. (A“Moody’s”), (2) the unsecured, long-term senior unsecured debt obligations rating of Party A (or its Credit Support Provider) are rated is at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated any time not at least "A2" (without regard to whether such rating may be on negative watch) by Moody's, (3) if Party A has a short-term unsecured debt rating from Standard and Poor's (including if such rating is on watch for possible dRatings Service, a division of The ▇▇▇▇▇▇-▇e) and the unsecured▇▇▇ Companies, short-term debt obligations of Party A Inc. (or its Credit Support Provider) are rated "S&P"), such rating is at any time not at least "P-1A-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii4) if Party A (or its Credit Support Provider) does not have a short-term unsecured debt rating from S&P, the long-term unsecured debt rating of Party A from S&P is at any time not at least "A+" (such occurrence, a “Ratings Event” and such ratings the “Approved Ratings Threshold”), Party A shall within 30 days of such Ratings Event, at its own cost and subject to the Rating Agency Condition, either (A) assign all its rights and obligations under this Agreement to a substitute party selected by Party A who meets or exceeds (or whose Credit Support Provider meets or exceeds) the Approved Ratings Threshold, (B) obtain a guaranty of another person selected by Party A who meets or exceeds the Approved Ratings Threshold or (C) deliver collateral, in an amount sufficient to maintain the then-current ratings of the Auction Certificates pursuant to a Credit Support Annex. (ii) Notwithstanding anything to the contrary in this Part 5(n), if (1) the short-term unsecured debt rating of Party A is at any time not at least “P-2” (without regard to whether such rating may be on negative watch) by Moody’s, (2) the long-term unsecured debt rating of Party A is at any time not at least "A3" (without regard to whether such rating may be on negative watch) by Moody's, or (3) the unsecured, long-term senior unsecured debt obligations rating of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated is at any time not at least "A1BBB-" by S&P (or is withdrawn), Party A shall at its own expenses and subject to the Rating Agency Condition, with respect to S&P only, comply with clause (A) or (B) above of Part 5(n)(i) within ten (10) days. (iii) For purposes of this Agreement, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with Moody's (including if such ’s and S&P and receive from Moody’s and S&P a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating is on watch for possible d▇▇▇▇▇▇▇e)of the Auction Certificates.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible ddowng▇▇▇▇) ▇▇▇e) and nd the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible ddowng▇▇▇▇) ▇▇▇e) or r (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇Par▇▇ A ▇ (or ▇r its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible ddowng▇▇▇▇▇▇▇e).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates and any Notes which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were and the Notes was changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's’s) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("“Ratings Event"”) if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“BBB-" ” by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "“A2" by Moody's ▇▇▇▇▇’▇ (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "“P-1" ” by Moody's ▇▇▇▇▇’▇ (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's▇▇▇▇▇’▇, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated at least "“A1" ” by Moody's ▇▇▇▇▇’▇ (including if such rating is on watch for possible ddowngrade). Following a Ratings Event, Party A shall take the following actions at its own expense and subject to the Rating Agency Condition (other than with respect to sub-clause (A) hereafter), (A) immediately post collateral in accordance with the Credit Support Annex attached hereto (until such time as it has secured a substitute counterparty or a guarantor that satisfies the Swap Counterparty Ratings Requirement, and (B) not later than 10 days after the occurrence of such a downgrade or withdrawal by S&P or ▇▇▇▇▇’▇▇e), either (I) assign all of its rights and obligations under the Transactions to a counterparty that satisfies the Swap Counterparty Ratings Requirement or whose guarantor satisfies the Swap Counterparty Ratings Requirement pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Swap Rating Agencies, or (II) provide a guaranty from a guarantor that satisfies the Swap Counterparty Ratings Requirement pursuant to documentation substantially similar to the documentation then in place and subject to prior notification to the Swap Rating Agencies. The occurrence of the Additional Termination Event described in Part 1(h)(A) and (B) shall have no effect on Party A’s obligation to undertake the steps set forth hereunder in the event Party B does not exercise its right to terminate hereunder. Notwithstanding the foregoing, in the event that S&P has other published criteria with respect to the downgrade of a counterparty in effect at the time of such a downgrade of Party A, Party A shall be entitled to elect to take such other measures specified in such published criteria subject to the satisfaction of the Rating Agency Condition.

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has notoccurs with respect to Rabobank (or any applicable credit support provider), then Rabobank shall, at its own expense, (i) assign this Transaction within 10 thirty (30) days after of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Rabobank's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and other instruments satisfactory to Fitch, Moody's, S&P and DBRS which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch, Moody's, S&P and DBRS which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that Rabobank does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Rabobank (or downgrade any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "F-1" by Fitch or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody's or its short-term unsecured and unsubordinated debt ratin▇ ▇▇ ▇▇thdrawn or reduced below "A-1" by S&P or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" by DBRS (including in connection with a merger, consolidation or other similar transaction by Rabobank or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap Rating Agency of Fitch, Moody's, S&P and DBRS has reconfirmed the rating ratings of the Swap Certificates Certificates, as applicable, which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇ethereto).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates and any Notes which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were and the Notes was changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days Business Days after such rating withdrawal or downgrade (unless, within 10 days Business Days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regards regard to any financial guarantee guaranty insurance policy, if applicable applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) if Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regards regard to any financial guarantee guaranty insurance policy, if applicable applicable), and unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-BBB" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) if Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Covered Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regards regard to any financial guarantee guaranty insurance policy, if applicable applicable), and unless the rating of the Swap Covered Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-BBB" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is ra▇▇▇▇ ▇▇ on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1P-2" by Moody's (including if such rating is on ▇▇ ▇▇ watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇▇ debt obligations of Party A (or its Credit Support Provider) are rated at least "A1A2" by Moody's (including if such rating is on ▇▇ ▇▇ watch for possible d▇▇▇▇▇▇▇edowngrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating ▇▇▇▇▇▇ is on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, longlon▇-term ▇▇▇▇ senior debt obligations of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating ▇▇▇▇▇▇ is on watch for possible d▇▇▇▇▇▇▇edowngrade).

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Covered Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Covered Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's ▇▇▇▇▇'▇ (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's ▇▇▇▇▇'▇ (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's▇▇▇▇▇'▇, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated at least "A1" by Moody's ▇▇▇▇▇'▇ (including if such rating is on watch for possible d▇▇▇▇▇▇▇edowngrade).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred occurs with respect to Party A BNY (or any applicable credit support provider), then BNY shall, at its own expense, (i) assign this Transaction within thirty (30) days of such Ratings Event to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the Counterparty, which approval shall not be unreasonably withheld, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY's obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, (iii) post collateral under agreements and Party A other instruments satisfactory to Fitch and Moody's, which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement satisfactory to Fitch and Moody's which will be sufficient to restore the immediately prior ratings of the Certificates. For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that BNY does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall be the sole Affected Party occur with respect to such Additional Termination Event. It shall be a ratings event BNY ("Ratings Event"or any applicable credit support provider) if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term unsecured and unsubordinated debt obligations of Party A (rating is withdrawn or reduced below "F-1" by Fitch or its Credit Support Provider) are rated at least short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "P-1" by Moody's (including if in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such rating is on watch for possible d▇▇▇▇▇▇▇e) or ratings being referred to herein as the "Approved Ratings Thresholds," (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody'sunless, the unsecuredwithin 30 days thereafter, long-term senior debt obligations each of ▇▇▇▇▇ A (or its Credit Support Provider) are rated at least "A1" by Fitch and Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇ehas reconfirmed the ratings of the Certificates, as applicable, which was in effect immediately prior thereto).

Ratings Event. Upon (i) If (1) the occurrence short-term unsecured debt rating of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if is at any time after the date hereof Party A shall fail not at least “P-1” (without regard to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both whether such rating may be on negative watch) by ▇▇▇▇▇’▇ Investors Service, Inc. (A“Moody’s”), (2) the unsecured, long-term senior unsecured debt obligations rating of Party A (or its Credit Support Provider) are rated is at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated any time not at least "A2" (without regard to whether such rating may be on negative watch) by Moody's, (3) if Party A has a short-term unsecured debt rating from Standard and Poor's (including if such rating is on watch for possible dRatings Service, a division of The ▇▇▇▇▇▇-▇e) and the unsecured▇▇▇ Companies, short-term debt obligations of Party A Inc. (or its Credit Support Provider) are rated "S&P"), such rating is at any time not at least "P-1A-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii4) if Party A (or its Credit Support Provider) does not have a short-term unsecured debt rating from S&P, the long-term unsecured debt rating of Party A from S&P is at any time not at least "A+" (such occurrence, a “Ratings Event” and such ratings the “Approved Ratings Threshold”), Party A shall within 30 days of such Ratings Event, at its own cost and subject to the Rating Agency Condition, either (A) assign all its rights and obligations under this Agreement to a substitute party selected by Party A who meets or exceeds (or whose Credit Support Provider meets or exceeds) the Approved Ratings Threshold, (B) obtain a guaranty of another person selected by Party A who meets or exceeds the Approved Ratings Threshold or (C) deliver collateral, in an amount sufficient to maintain the then-current ratings of the Auction Notes pursuant to a Credit Support Annex. (ii) Notwithstanding anything to the contrary in this Part 5(n), if (1) the short-term unsecured debt rating of Party A is at any time not at least “P-2” (without regard to whether such rating may be on negative watch) by Moody’s, (2) the long-term unsecured debt rating of Party A is at any time not at least "A3" (without regard to whether such rating may be on negative watch) by Moody's, or (3) the unsecured, long-term senior unsecured debt obligations rating of ▇▇▇▇▇ Party A (or its Credit Support Provider) are rated is at any time not at least "A1BBB-" by S&P (or is withdrawn), Party A shall at its own expenses and subject to the Rating Agency Condition, with respect to S&P only, comply with clause (A) or (B) above of Part 5(n)(i) within ten (10) days. (iii) For purposes of this Agreement, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with Moody's (including if such ’s and S&P and receive from Moody’s and S&P a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating is on watch for possible d▇▇▇▇▇▇▇e)of the Auction Notes.

Ratings Event. Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1P-I" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e).

Ratings Event. Upon the occurrence of If a Ratings Event (as defined below) occurs with respect to Party A has not(or any applicable credit support provider), then Party A shall, within 10 thirty (30) days after of such Ratings Event, at its own expense, and subject to the Rating Agency Condition, (i) assign all Transactions to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement that satisfies the Rating Agency Condition of (“Fitch”), ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”), Standard and Poors Rating Service, a division of The McGraw Hill Companies, Inc. (“S&P”) and Dominion Bond Rating Service, Inc. (“DBRS”) (each a “Rating Agency”) with respect to the Certificates and any notes backed by the Certificates (“Notes”). For avoidance of doubt, a downgrade of the rating withdrawal on the Certificates could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a “Ratings Event” shall occur with respect to Party A (or downgrade any applicable credit support provider) if (i) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “F-1” by Fitch, or (ii) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “P-1” by Moody’s (or, if it has no short-term unsecured and unsubordinated debt rating, its long-term rating is reduced to “Aa3” (and is on watch for downgrade) or below), or (iii) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by S&P (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider), such ratings being referred to herein as the “Approved Ratings Thresholds,” (unless, within 10 30 days after such withdrawal or downgradethereafter, each such Swap of the Rating Agency Agencies has reconfirmed the rating ratings of the Swap Certificates or any Notes, as applicable, which was in effect immediately prior to such withdrawal or downgrade without regards to any financial guarantee insurance policy, if applicable unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇e) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of ▇▇▇▇▇ A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible d▇▇▇▇▇▇▇ethereto).