Common use of Downgrade Event Clause in Contracts

Downgrade Event. In the event (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A (or lower than “A+”, if Party A does not have a short-term debt rating), or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) a long-term senior unsecured debt rating lower than “A2” to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies the Rating Agency Condition. Party A shall continue to perform its obligations and use reasonable efforts to find a replacement counterparty until a suitable substitute is in place. Not later than thirty (30) Local Business Days after such Party A Rating Downgrade, if Party A has not transferred its obligations to a replacement counterparty in accordance with the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary to satisfy the Rating Agency Condition. In the event Party A complies with the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements.

Downgrade Event. In the event that Party A's [Credit Support Provider's] rating (the "Party A Rating") is (a) downgraded below a short term credit rating from Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") or Fitch, Inc. ("Fitch") of "A-1" or (b) placed "On Watch for Downgrade" or downgraded from either (i) S&P assigns a long term credit rating from Xxxxx'x Investors Services, Inc. (x"Xxxxx'x") a long-term senior unsecured debt rating lower than “A” to Party A (of "Aa3" or lower than “A+”, if Party A does not have a short-term debt rating), or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns a long term credit rating from Xxxxx'x of A1 and a short term credit rating from Xxxxx'x of P-1 (x) a long-term senior unsecured debt rating lower than “A2” to Party A (or lower than “A1”all such ratings, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”the "Required Ratings"), Party A (x) shall promptlytransfer its obligations under this Confirmation to an entity with the Required Ratings, but in no event later than two (2y) Local Business Days following post collateral acceptable to the date Rating Agencies or (z) cause an affiliate of such Party A to provide a guaranty acceptable to the Rating Agencies, provided that if the Party A Rating Downgradeis below "A-1" by S&P or Xxxxx, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade "X0" by Xxxxx'x (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies the Rating Agency Condition. Party A shall continue to perform its obligations and use reasonable efforts to find a replacement counterparty until a suitable substitute is in place. Not later than thirty (30) Local Business Days after such Party A Rating Downgrade, if Party A has not transferred its obligations to only a replacement counterparty in accordance with long term rating from Xxxxx'x) or "A3" or "P-2" by Xxxxx'x (if the foregoing provisionsParty A has both long term and short term ratings from Xxxxx'x), Party A shall either must comply with the provisions of clause (ix) obtain (above and may not post collateral. After a Securitization, only the ratings of those Rating Agencies rating the Certificates at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, request of the type and under terms which issuer thereof shall be acceptable apply. Failure to the Insurer and as are necessary to satisfy the Rating Agency Condition. In the event comply with this provision shall constitute an Additional Termination Event with Party A complies with as the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangementssole Affected Party.

Downgrade Event. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by Standard and Poor’s Ratings Services, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc., (“Moody’s”) or any successor thereto (and together with S&P, the “Rating Agencies”, and such raring thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, either (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” at its own expense, seek another entity to Party A (replace BSFP as party to this Agreement that meets or lower than “A+”, if Party A does not have a short-term debt rating)exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) post collateral on terms acceptable to the Rating Agencies,; provided that, notwithstanding such a long-term senior unsecured debt rating lower than “A2” Reference Number: FXNCC9798 Broadway 500 West Monroe Mezz I LLC July 11, 2007 Page 4 of 11 downgrade, withdrawal or qualification, unless and until BSFP transfers the Transaction to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies pursuant to the Rating Agency Condition. Party A shall foregoing clause (ii), BSFP will continue to perform its obligations under the Transaction. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with BSFP as the Affected Party. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and use reasonable efforts to find a replacement counterparty until a suitable substitute unsubordinated debt rating is in place. Not later than thirty (30) Local Business Days reduced below “BBB-” by S&P or “Baa3” by Moody’s, then within 20 days after such Party A rating downgrade, BSFP shall, at its own expense, secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating DowngradeThresholds on terms substantially similar to this Agreement; provided that, if Party A has not transferred its obligations notwithstanding such a downgrade, unless and until BSFP transfers the Transaction to a replacement counterparty in accordance with pursuant to the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s foregoing. BSFP will continue to perform its obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary Transaction. Failure to satisfy the Rating Agency Condition. In foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the event Party A complies ISDA Master Agreement, with BSFP as the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangementsAffected Party.

Downgrade Event. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by Standard and Poor’s Ratings Services, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc., (“Moody’s”) or any successor thereto (and together with S&P, the “Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, either (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” at its own expense, seek another entity to Party A (replace BSFP as party to this Agreement that meets or lower than “A+”, if Party A does not have a short-term debt rating)exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) post collateral on terms acceptable to the Rating Agencies,; provided that, notwithstanding such a long-term senior unsecured debt rating lower than “A2” Reference Number: FXNCC9798 Broadway 500 West Monroe Mezz I LLC July 11, 2007 downgrade, withdrawal or qualification, unless and until BSFP transfers the Transaction to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies pursuant to the Rating Agency Condition. Party A shall foregoing clause (ii), BSFP will continue to perform its obligations under the Transaction. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with BSFP as the Affected Party. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and use reasonable efforts to find a replacement counterparty until a suitable substitute unsubordinated debt rating is in place. Not later than thirty (30) Local Business Days reduced below “BBB-” by S&P or “Baa3” by Moody’s, then within 20 days after such Party A rating downgrade, BSFP shall, at its own expense, secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating DowngradeThresholds on terms substantially similar to this Agreement; provided that, if Party A has not transferred its obligations notwithstanding such a downgrade, unless and until BSFP transfers the Transaction to a replacement counterparty in accordance with pursuant to the foregoing provisionsforegoing, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s BSFP will continue to perform its obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary Transaction. Failure to satisfy the Rating Agency Condition. In foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the event Party A complies ISDA Master Agreement, with BSFP as the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangementsAffected Party.

Downgrade Event. In the event (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A (or lower than “A+”, if Party A does not have a short-term debt rating), or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) a long-term senior unsecured debt rating equal to or lower than “A2Baa1” to Party A (or equal to or lower than “A1A3”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating equal to or lower than “Prime 1Prime-2” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer Insurer, and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies the Rating Agency Condition. Party A shall continue to perform its obligations and use reasonable efforts to find a replacement counterparty until a suitable substitute is in place. Not later than thirty (30) Local Business Days after such Party A Rating Downgrade, if Party A has not transferred its obligations to a replacement counterparty in accordance with the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary to satisfy the Rating Agency Condition. In the event Party A complies with the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements.

Downgrade Event. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A+” by Standard and Poor’s Ratings Services, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc., Reference Number: FXNCC9798 – Amended II Broadway 500 West Monroe Mczz I LLC August 15, 2007 (“Moody’s”) or any successor thereto (and together with S&P, the “Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, either (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” at its own expense, seek another entity to Party A (replace BSFP as party to this Agreement that meets or lower than “A+”, if Party A does not have a short-term debt rating)exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) post collateral on terms acceptable to the Rating Agencies,; provided that, notwithstanding such a long-term senior unsecured debt rating lower than “A2” downgrade, withdrawal or qualification, unless and until BSFP transfers the Transaction to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies pursuant to the Rating Agency Condition. Party A shall foregoing clause (ii), BSFP will continue to perform its obligations under the Transaction. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with BSFP as the Affected Party. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and use reasonable efforts to find a replacement counterparty until a suitable substitute unsubordinated debt rating is in place. Not later than thirty (30) Local Business Days reduced below “BBB+” by S&P or “A2” by Moody’s, then within 20 days after such Party A rating downgrade, BSFP shall, at its own expense, secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating DowngradeThresholds on terms substantially similar to this Agreement; provided that, if Party A has not transferred its obligations notwithstanding such a downgrade, unless and until BSFP transfers the Transaction to a replacement counterparty in accordance with pursuant to the foregoing provisionsforegoing, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s BSFP will continue to perform its obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary Transaction. Failure to satisfy the Rating Agency Condition. In foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the event Party A complies ISDA Master Agreement, with BSFP as the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangementsAffected Party.

Downgrade Event. In If at any time there shall occur a Downgrade Event in respect of either Party’s Guarantor, then the event (i) other Party may require adequate assurance in a commercially reasonable amount determined by the Party not experiencing a Downgrade Event. It shall be a Downgrade Event for Buyer if Buyer’s Guarantor’s Credit Rating falls below BBB- from S&P assigns (x) or Baa3 from Moody’s. It shall be a long-term senior unsecured debt rating lower than “A” Downgrade Event for Seller if Seller’s Guarantor's Credit Rating falls below BBB- from S&P or Baa3 from Moody’s. Adequate assurance shall mean that the Party experiencing the Downgrade Event shall deliver to Party A (or lower than “A+”the other Party, if Party A does not have a short-term debt rating), or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) a long-term senior unsecured debt rating lower than “A2” to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than within two (2) Local Business Days following of a written request, acceptable Performance Assurance in the date form of cash, or alternatively, an irrevocable standby letter of credit, expiring in not less than fifteen (15) Days, issued: (A) in the other Party’s favor; (B) by an Acceptable Bank; and (C) no later than fifteen (15) Days prior to expiry of such Party A Rating Downgrade, give Party Bletter of credit, the Insurer and party experiencing the Indenture Trustee written notice Downgrade Event shall instruct such issuing bank to renew or extend such letter of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty credit that satisfies the Rating Agency Conditionforegoing. Party A All costs relating to any letter of credit shall continue to perform its obligations and use reasonable efforts to find a replacement counterparty until a suitable substitute is in place. Not later than thirty (30) Local Business Days after such Party A Rating Downgrade, if Party A has not transferred its obligations to a replacement counterparty in accordance with be for the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect account of Party A’s obligations under this Agreement from a guarantor where both experiencing the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary to satisfy the Rating Agency Condition. In the event Party A complies with the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support AnnexEvent. In the event of an Early Termination Date a Seller's Downgrade Event, Seller may provide a parental guarantee in respect form acceptable to Buyer from American Electric Power Company, Inc., or the corporate successor thereto in lieu of the Performance Assurance requirements. In the event a Party shall fail to provide such adequate Performance Assurance or other credit assurance (including but not limited to a parent company guaranty) acceptable to the other Party within two (2) Business Days of receipt of a Party A Rating Downgrade pursuant written request, then an Event of Default shall be deemed to Part 1(k)(i)(A) have occurred and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating not experiencing a Downgrade Event will be entitled to the entering into remedies set forth in Section 15 of this Agreement. For purposes hereof, “Acceptable Bank” means by a U.S. commercial bank or a foreign bank with a U.S. branch with such alternative swap arrangementsbank having a credit rating of at least A- from S&P or A3 from Moody’s, "Credit Rating" means, with respect to any entity, the rating then assigned to such entity’s corporate credit rating or unsecured, senior long-term debt obligations (not supported by third party credit enhancements) by S&P or Moody’s, "Moody’s" means Moody’s Investor Services, Inc. or its successor, and "S&P" means the Standard & Poor’s Rating Group (a division of XxXxxx-Xxxx, Inc.) or its successor. “Performance Assurance” means collateral security in the form of cash or Letter of Credit from an Acceptable Bank.

Downgrade Event. In the event (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A (or lower than “A+”, if Party A does not have a short-term debt rating), or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) a long-term senior unsecured debt rating lower than “A2” to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1Prime-1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer Insurer, and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies the Rating Agency Condition. Party A shall continue to perform its obligations and use reasonable efforts to find a replacement counterparty until a suitable substitute is in place. Not later than thirty (30) Local Business Days after such Party A Rating Downgrade, if Party A has not transferred its obligations to a replacement counterparty in accordance with the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary to satisfy the Rating Agency Condition. In the event Party A complies with the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements.