Common use of S&P Downgrade Clause in Contracts

S&P Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder.

S&P Downgrade. (1) If an S&P Collateralization Event occurs with respect to each Relevant Entity, the Counterparty shall at its sole expense, post collateral pursuant to the CSA for the benefit of the Trust in the amount and on the terms then applicable under the CSA. At any time following an S&P Collateralization Event, if the Counterparty elects, the Counterparty may assign its rights and obligations under this Transaction to a Substitute Swap Provider in accordance with Part 5(e) of the Schedule; provided that (A) no termination payments or other settlement amounts are payable by the Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a result of such assignment by the Counterparty and (B) any termination payments or other settlement amounts are to be settled directly between the Counterparty and the Substitute Swap Provider. Alternatively, the Counterparty may elect to obtain for the benefit of the Trust an Eligible Guarantee of all of the Counterparty’s obligations under this Transaction; provided that the guarantor is an Eligible Guarantor. Upon the successful consummation of any assignment to a Substitute Swap Provider or the delivery of an Eligible Guarantee as contemplated in this Section 4(C)(1), any obligation of the Counterparty to post and maintain collateral under the CSA shall terminate and the Trust shall return to the Counterparty, any then-posted collateral (it being understood that until such time, if any, as the Counterparty completes the assignment of its rights and obligations hereunder to a Substitute Swap Provider or procures an Eligible Guarantee of such obligations, the Counterparty shall remain obligated to post Eligible Collateral to the extent and on the terms required by the CSA). (2) If an S&P Substitution Event occurs with respect to each Relevant Entity, the Counterparty shall (a) within 10 Local Business Days of the occurrence of such S&P Substitution Event and at its sole expense, post Eligible Collateral for the benefit of the Trust in the amount and on the terms then applicable under the CSA, and (b) use commercially reasonable efforts to, within 60 calendar days of the occurrence of such S&P Substitution Event, either (1) assign its rights and obligations under this Transaction to a Substitute Swap Provider in accordance with Part 5(e) of the Schedule, provided that (A) no termination payments or other settlement amounts are payable by the Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a result of such assignment by the Counterparty and (B) any termination payments or other settlement amounts are to be settled directly between the Counterparty and the Substitute Swap Provider; or (2) procure an Eligible Guarantee of the Counterparty’s obligations hereunder by a guarantor that is an Eligible Guarantor. Upon the successful consummation of any assignment to a Substitute Swap Provider or the delivery of any Eligible Guarantee as contemplated in this Section 4(C)(2), any obligation of the Counterparty to post and maintain collateral under the CSA shall terminate and the Trust shall return to the Counterparty any then-posted collateral. In the event that the Joint Probability is reduced below AA- Counterparty fails to satisfy its obligations set forth above in the case of S&Pthis Section 4, such failure shall be treated as a Termination Event with the Counterparty shall promptly notify as the Trust (and any permitted assignee or transferee Affected Party. For the avoidance of the Trust) and GMAC of such event and (unlessdoubt, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (Trust acknowledge and agree that any such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent failure shall not be unreasonably withheld) provided such replacement would result in constitute an S&P Joint Probability Event of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunderDefault.

S&P Downgrade. (1) If an S&P Collateralization Event occurs with respect to each Relevant Entity, the Counterparty shall at its sole expense, post collateral pursuant to the CSA for the benefit of the Trust in the amount and on the terms then applicable under the CSA. At any time following an S&P Collateralization Event, if the Counterparty elects, the Counterparty may assign its rights and obligations under this Transaction to a Substitute Swap Provider in accordance with Part 5(f) of the Schedule; provided that (A) no termination payments or other settlement amounts are payable by the Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a result of such assignment by the Counterparty and (B) any termination payments or other settlement amounts are to be settled directly between the Counterparty and the Substitute Swap Provider. Alternatively, the Counterparty may elect to obtain for the benefit of the Trust an Eligible Guarantee of all of the Counterparty’s obligations under this Transaction; provided that the guarantor is an Eligible Guarantor. Upon the successful consummation of any assignment to a Substitute Swap Provider or the delivery of an Eligible Guarantee as contemplated in this Section 4(C)(1), any obligation of the Counterparty to post and maintain collateral under the CSA shall terminate and the Trust shall return to the Counterparty any then-posted collateral (it being understood that until such time, if any, as the Counterparty completes the assignment of its rights and obligations hereunder to a Substitute Swap Provider or procures an Eligible Guarantee of such obligations, the Counterparty shall remain obligated to post Eligible Collateral to the extent and on the terms required by the CSA). (2) If an S&P Substitution Event occurs with respect to each Relevant Entity, the Counterparty shall (a) within 10 Local Business Days of the occurrence of such S&P Substitution Event and at its sole expense, post Eligible Collateral for the benefit of the Trust in the amount and on the terms then applicable under the CSA, and (b) use commercially reasonable efforts to, within 60 calendar days of the occurrence of such S&P Substitution Event, either (1) assign its rights and obligations under this Transaction to a Substitute Swap Provider in accordance with Part 5(f) of the Schedule, provided that (A) no termination payments or other settlement amounts are payable by the Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a result of such assignment by the Counterparty and (B) any termination payments or other settlement amounts are to be settled directly between the Counterparty and the Substitute Swap Provider; or (2) procure an Eligible Guarantee of the Counterparty’s obligations hereunder by a guarantor that is an Eligible Guarantor. Upon the successful consummation of any assignment to a Substitute Swap Provider or the delivery of any Eligible Guarantee as contemplated in this Section 4(C)(2), any obligation of the Counterparty to post and maintain collateral under the CSA shall terminate and the Trust shall return to the Counterparty any then-posted collateral. Upon any assignment of this Transaction to a Substitute Swap Provider, any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Joint Probability is reduced below AA- Counterparty fails to satisfy its obligations set forth above in the case of S&Pthis Section 4, such failure shall be treated as a Termination Event with the Counterparty shall promptly notify as the Trust (and any permitted assignee or transferee Affected Party. For the avoidance of the Trust) and GMAC of such event and (unlessdoubt, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (Trust acknowledge and agree that any such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent failure shall not be unreasonably withheld) provided such replacement would result in constitute an S&P Joint Probability Event of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunderDefault.

S&P Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P(1) If an S&P Collateralization Event occurs with respect to each Relevant Entity, the Counterparty shall promptly notify at its sole expense, post Eligible Collateral for the benefit of the Trust in the amount and on the terms then applicable under the CSA. At any time following an S&P Collateralization Event, and so long as no S&P Substitution Event occurs, if the Counterparty elects, the Counterparty may (i) at its sole expense, assign its rights and obligations under this Transaction to a Substitute Swap Provider pursuant to a Permitted Transfer, provided that (x) no termination payments or other settlement amounts are payable by the Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a result of such assignment by the Counterparty and (y) any termination payments or other settlement amounts are to be settled directly between the Counterparty and the Substitute Swap Provider; or (ii) at its sole expense, procure an Eligible Guarantee of the Counterparty’s obligations hereunder by a guarantor that is an Eligible Guarantor. Upon the successful consummation of any assignment to a Substitute Swap Provider or the delivery of any Eligible Guarantee as contemplated in this Section 4(B)(1), any obligation of the Counterparty to post and maintain collateral under the CSA shall terminate and the Trust shall return to the Counterparty any then-posted collateral within one (1) Business Day and any permitted assignee other form of collateral arrangement (including letters of credit, surety bond or transferee other guarantee) provided by or on behalf of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall terminate (it being understood that until such time, if any, as the Counterparty completes the assignment of its rights and obligations hereunder to a Substitute Swap Provider or procures an Eligible Guarantee of such obligations, the Counterparty shall remain obligated to post Eligible Collateral to the extent and on the terms required by the CSA). (2) If an S&P Substitution Event occurs with respect to each Relevant Entity, the Counterparty shall (a) within thirty 10 Local Business Days of the occurrence of such S&P Substitution Event and at its sole expense, post Eligible Collateral for the benefit of the Trust in the amount and on the terms then applicable under the CSA, and (30b) at its sole expense, use commercially reasonable efforts to, within 60 calendar days of receipt of notice the occurrence of such reductionS&P Substitution Event, with either (i) assign its rights and obligations under this Transaction to a Substitute Swap Provider pursuant to a Permitted Transfer, provided that (x) no termination payments or other settlement amounts are payable by the prior written confirmation Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a result of such assignment by the Counterparty and (y) any termination payments or other settlement amounts are to be settled directly between the Counterparty and the Substitute Swap Provider, or (ii) procure an Eligible Guarantee of the applicable Rating Agency Counterparty’s obligations hereunder by a guarantor that such arrangement will not result is an Eligible Guarantor. Upon the successful consummation of any assignment to a Substitute Swap Provider or the delivery of any Eligible Guarantee as contemplated in the reduction this Section 4(B)(2), any obligation of the rating of any of Counterparty to post and maintain collateral under the Reference Notes or CSA shall terminate and the Other Securities existing immediately prior Trust shall return to the reduction of the applicable Joint Probability, either: Counterparty any then-posted collateral within one (1) Business Day and any other form of collateral arrangement (xincluding letters of credit, surety bond or other guarantee) obtain a substitute swap provider (provided by or on behalf of the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days Counterparty shall terminate. Upon any replacement of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing a Substitute Swap Provider, any and all collateral posted by the Trust Counterparty shall be returned to it within one (which consent 1) Business Day and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall not terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, such failure shall be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, Additional Termination Event with the consent Counterparty as the sole Affected Party and this Transaction as the sole Affected Transaction. For the avoidance of the then-current Offsetting Counterpartydoubt, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (Trust acknowledge and agree that any such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent failure shall not be unreasonably withheld) provided such replacement would result in constitute an S&P Joint Probability Event of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunderDefault.

S&P Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P(1) If an S&P Collateralization Event occurs with respect to each Relevant Entity, the Counterparty shall promptly notify at its sole expense, post collateral pursuant to the CSA for the benefit of the Trust in the amount and on the terms then applicable under the CSA. At any time following an S&P Collateralization Event, if the Counterparty elects, the Counterparty may assign its rights and obligations under this Transaction to a Substitute Swap Provider in accordance with Part 5(f) of the Schedule; provided that (x) no termination payments or other settlement amounts are payable by the Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a result of such assignment by the Counterparty and (y) any termination payments or other settlement amounts are to be settled directly between the Counterparty and the Substitute Swap Provider. Alternatively, the Counterparty may elect to obtain for the benefit of the Trust an Eligible Guarantee of all of the Counterparty’s obligations under this Transaction; provided that the guarantor is an Eligible Guarantor. Upon the successful consummation of any assignment to a Substitute Swap Provider or the delivery of an Eligible Guarantee as contemplated in this Section 4(B)(1), any obligation of the Counterparty to post and maintain collateral under the CSA shall terminate and the Trust shall return to the Counterparty, any then-posted collateral within three Business Days and any permitted assignee other form of collateral arrangement (including letters of credit, surety bond or transferee other guarantee) provided by or on behalf of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall terminate (it being understood that until such time, if any, as the Counterparty completes the assignment of its rights and obligations hereunder to a Substitute Swap Provider or procures an Eligible Guarantee of such obligations, the Counterparty shall remain obligated to post Eligible Collateral to the extent and on the terms required by the CSA). (2) If an S&P Substitution Event occurs with respect to each Relevant Entity, the Counterparty shall (a) within thirty 10 Local Business Days of the occurrence of such S&P Substitution Event and at its sole expense, post Eligible Collateral for the benefit of the Trust in the amount and on the terms then applicable under the CSA, and (30b) use commercially reasonable efforts to, within 60 calendar days of receipt of notice the occurrence of such reductionS&P Substitution Event, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: either (1) assign its rights and obligations under this Transaction to a Substitute Swap Provider in accordance with Part 5(f) of the Schedule, provided that (x) obtain no termination payments or other settlement amounts are payable by the Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a substitute swap provider result of such assignment by the Counterparty and (y) any termination payments or other settlement amounts are to be settled directly between the "Counterparty and the Substitute Swap Provider"; or (2) acceptable procure an Eligible Guarantee of the Counterparty’s obligations hereunder by a guarantor that is an Eligible Guarantor. Upon the successful consummation of any assignment to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider or the delivery of any Eligible Guarantee as contemplated in this Section 4(B)(2), any obligation of the Counterparty to post and maintain collateral under the CSA shall terminate and the Trust shall return to the Counterparty any then-posted collateral within two (2) three Business Days and any other form of receipt collateral arrangement (including letters of notice from credit, surety bond or other guarantee) provided by or on behalf of the Counterparty, and replace Counterparty shall terminate. Upon any replacement of this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing a Substitute Swap Provider, any and all collateral posted by the Trust Counterparty shall be returned to it within three (which consent 3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall not terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, such failure shall be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, a Termination Event with the consent Counterparty as the Affected Party and this Transaction as the sole Affected Transaction. For the avoidance of the then-current Offsetting Counterpartydoubt, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (Trust acknowledge and agree that any such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent failure shall not be unreasonably withheld) provided such replacement would result in constitute an S&P Joint Probability Event of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunderDefault.