Common use of Downgrade Provisions Clause in Contracts

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENT) if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'S) and (x) the uns▇▇▇▇▇▇, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENT), or (B) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENT).

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENT“Collateralization Event”) if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both so long as Standard & Poor’s Rating Services, a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'S) and (x) the unsdivision of The ▇▇▇▇▇▇-▇▇▇▇ Companies, unguaranteed Inc. (“S&P”) is currently rating the Notes and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENT), or (B) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "“A-2" ” or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "“A" ” or below by S&P (such event, an “S&P COLLATERALIZATION EVENTCollateralization Event”), or (B) with respect to each Relevant Entity, so long as ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”) is currently rating the Notes and either (i) such Relevant Entity has both a long-term and short-term rating by Moody’s and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated “A3” or below by Moody’s or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated “P-2” or below by Moody’s, or (ii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated “A2” or below by Moody’s (such event, a “Moody’s Collateralization Event”), or (C) with respect to each Relevant Entity, so long as Fitch, Inc. (“Fitch”) is currently rating the Notes and either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated “A” or below by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated “F1” or below by Fitch (such event, a “Fitch Collateralization Event”).

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENTCollateralization Event) if: (A) with respect to each Relevant Entity, so long as M▇▇▇▇'▇ Investors Service, Inc. (M▇▇▇▇'▇) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'S) and (x) the uns▇▇▇▇▇▇unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENTMoody's Collateralization Event), ; or (B) Reserved; (C) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company (any such entity, a Financial Institution), so long as Standard & Poor's Rating Services, a division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc. (S&P) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENTCollateralization Event). Relevant Entity means (a) Party A, (b) any guarantor under an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement or (c) any rated bank, broker/dealer or insurance company that is the parent of Party A if S&P determines that Party A is core or strategically important to such parent entity. (2) Without prejudice to Party A's obligations under the Credit Support Annex, during any period in which a Collateralization Event is occurring, Party A shall, at its own expense, post collateral according to the terms of the 1994 ISDA Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex). To avoid the obligation to post collateral in accordance with the CSA, Party A may, at any time, (i) furnish an Eligible Guarantee (as defined below) of Party A's obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement (as defined herein), (ii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B, (b) satisfies the Hedge Counterparty Ratings Requirement and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement must not lead to a termination event or event of default occurring in respect of the new transactions, as applicable, provided further, that (in the case of an S&P Collateralization Event) satisfaction of the Rating Agency Condition in relation to S&P shall be required for any transfer of any Transactions under this Part 5(b)(2)(ii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto) or (iii) in the case of an S&P Collateralization Event, perform any other action which satisfies the Rating Agency Condition in relation to S&P. Eligible Guarantee means an unconditional and irrevocable guarantee that is provided by a guarantor as principal debtor rather than surety and that is directly enforceable by Party B, the form and substance of which guarantee are subject to the Rating Agency Condition with respect to each relevant Rating Agency other than Moody's, and either: (A) a law firm has given a legal opinion confirming that none of the guarantor's payments to Party B under such guarantee will be subject to deduction or withholding for Tax and such opinion has been delivered to Moody's, (B) such guarantee provides that, in the event that any of such guarantor's payments to Party B are subject to deduction or withholding for Tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any tax) will equal the full amount Party B would have received had no such deduction or withholding been required or (C) in the event that any payment under such guarantee is made net of deduction or withholding for Tax, Party A is required, under Section 2(a)(i), to make such additional payment as is necessary to ensure that the net amount actually received by Party B from the guarantor and Party A will equal the full amount Party B would have received had no such deduction or withholding been required. An entity shall satisfy the Hedge Counterparty Ratings Requirement if (a) either (i) if the entity is a Financial Institution, the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of the entity are rated at least "A-2" by S&P or, if the entity does not have a short-term unsecured and unsubordinated debt rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of the entity are rated at least "BBB+" by S&P, or (ii) if such entity is not a Financial Institution, a short-term unsecured and unsubordinated debt rating of "A-1" from S&P, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating of "A+" from S&P; and (b) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such entity are rated at least "A3" by Moody's and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such entity are rated at least "P-2" by Moody's (if such entity has both a long-term and short-term rating from Moody's) or (ii) if such entity does not have a short-term debt rating from Moody's, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such entity are rated at least "A3" by Moody's. For the purpose of this definition, no direct or indirect recourse against one or more shareholders of the entity (or against any Person in control of, or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a guarantee, security or support of the obligations of the entity. Rating Agency shall mean each of S&P and M▇▇▇▇'▇.

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENTCollateralization Event) if: (A) with respect to each Relevant Entity, so long as ▇▇▇▇▇'▇ Investors Service, Inc. (▇▇▇▇▇'▇) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'S) and (x) the uns▇▇▇▇▇▇unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENTMoody's Collateralization Event), ; or (B) Reserved; (C) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company (any such entity, a Financial Institution), so long as Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (S&P) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENTCollateralization Event). Relevant Entity means (a) Party A, (b) any guarantor under an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement or (c) any rated bank, broker/dealer or insurance company that is the parent of Party A if S&P determines that Party A is core or strategically important to such parent entity. (2) Without prejudice to Party A's obligations under the Credit Support Annex, during any period in which a Collateralization Event is occurring, Party A shall, at its own expense, post collateral according to the terms of the 1994 ISDA Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex). To avoid the obligation to post collateral in accordance with the CSA, Party A may, at any time, (i) furnish an Eligible Guarantee (as defined below) of Party A's obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement (as defined herein), (ii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B, (b) satisfies the Hedge Counterparty Ratings Requirement and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement must not lead to a termination event or event of default occurring in respect of the new transactions, as applicable, provided further, that (in the case of an S&P Collateralization Event) satisfaction of the Rating Agency Condition in relation to S&P shall be required for any transfer of any Transactions under this Part 5(b)(2)(ii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto) or (iii) in the case of an S&P Collateralization Event, perform any other action which satisfies the Rating Agency Condition in relation to S&P. Eligible Guarantee means an unconditional and irrevocable guarantee that is provided by a guarantor as principal debtor rather than surety and that is directly enforceable by Party B, the form and substance of which guarantee are subject to the Rating Agency Condition with respect to each relevant Rating Agency other than Moody's, and either: (A) a law firm has given a legal opinion confirming that none of the guarantor's payments to Party B under such guarantee will be subject to deduction or withholding for Tax and such opinion has been delivered to Moody's, (B) such guarantee provides that, in the event that any of such guarantor's payments to Party B are subject to deduction or withholding for Tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any tax) will equal the full amount Party B would have received had no such deduction or withholding been required or (C) in the event that any payment under such guarantee is made net of deduction or withholding for Tax, Party A is required, under Section 2(a)(i), to make such additional payment as is necessary to ensure that the net amount actually received by Party B from the guarantor and Party A will equal the full amount Party B would have received had no such deduction or withholding been required. An entity shall satisfy the Hedge Counterparty Ratings Requirement if (a) either (i) if the entity is a Financial Institution, the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of the entity are rated at least "A-2" by S&P or, if the entity does not have a short-term unsecured and unsubordinated debt rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of the entity are rated at least "BBB+" by S&P, or (ii) if such entity is not a Financial Institution, a short-term unsecured and unsubordinated debt rating of "A-1" from S&P, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating of "A+" from S&P; and (b) either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such entity are rated at least "A3" by Moody's and the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such entity are rated at least "P-2" by Moody's (if such entity has both a long-term and short-term rating from Moody's) or (ii) if such entity does not have a short-term debt rating from Moody's, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such entity are rated at least "A3" by Moody's. For the purpose of this definition, no direct or indirect recourse against one or more shareholders of the entity (or against any Person in control of, or controlled by, or under common control with, any such shareholder) shall be deemed to constitute a guarantee, security or support of the obligations of the entity. Rating Agency shall mean each of S&P and ▇▇▇▇▇'▇.

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENTCollateralization Event) if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody's ▇▇▇▇▇'▇ Investors Service, Inc. (MOODY'SMoody's) and (x) the uns▇▇▇▇▇▇unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENTMoody's Collateralization Event), or (B) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw▇▇▇▇▇▇-Hill ▇▇▇▇ Companies, Inc. (S&P) or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENTCollateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENTCollateralization Event) if: (A) with respect to each Relevant Entity, so long as ▇▇▇▇▇'▇ Investors Service, Inc. (▇▇▇▇▇'▇) is currently rating the Notes and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'S) and (x) the uns▇▇▇▇▇▇unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's ’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENTMoody's Collateralization Event), or (B) with respect to each Relevant Entity, so long as Fitch, Inc. (Fitch) is currently rating the Notes and either (i) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A-" or below by Fitch or (ii) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of Party A are rated "F2" or below by Fitch (such event, a Fitch Collateralization Event), or (C) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company (any such entity, a Financial Institution), so long as Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (S&P) is currently rating the Notes and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENTCollateralization Event). Relevant Entity means (a) Party A, (b) any guarantor under an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement or (c) in respect of any determination relating to a Collateralization Event or Ratings Event in respect of S&P, any rated bank, broker/dealer or insurance company that is the parent of Party A if S&P determines that Party A is core or strategically important to such parent entity. (2) Without prejudice to Party A's obligations under the Collateral Support Annex, during any period in which a Collateralization Event is occurring, Party A shall, at its own expense, post collateral according to the terms of the 1994 ISDA Credit Support Annex to this Schedule, including Paragraph 13 thereof (the Credit Support Annex). To avoid the obligation to post collateral in accordance with the CSA, Party A may, at any time, (i) furnish an Eligible Guarantee (as defined below) of Party A's obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Ratings Requirement (as defined herein), (ii) obtain a substitute counterparty (and provide prior written notice to each Rating Agency with respect thereto) that (a) is reasonably acceptable to Party B, (b) satisfies the Hedge Counterparty Ratings Requirement and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, must not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement must not lead to a termination event or event of default occurring in respect of the new transactions, as applicable, provided further, that (in the case of an S&P Collateralization Event) satisfaction of the Rating Agency Condition in relation to S&P shall be required for any transfer of any Transactions under this Part 5(b)(2)(iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto) or (iii) (a) in the case of a Fitch Collateralization Event, perform any other action which satisfies the Fitch Ratings Conditions or (b) in the case of an S&P Collateralization Event, perform any other action which satisfies the Rating Agency Condition in relation to S&P.

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENTCollateralization Event) if: (A) with respect to each Relevant Entity, so long as ▇▇▇▇▇'▇ Investors Service, Inc. (▇▇▇▇▇'▇) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'S) and (x) the uns▇▇▇▇▇▇unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENTMoody's Collateralization Event), or (B) Reserved. (C) with respect to each Relevant Entity, so long as Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (S&P) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENTCollateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENTCollateralization Event) if: (A) with respect to each Relevant Entity, so long as M▇▇▇▇'▇ Investors Service, Inc. (M▇▇▇▇'▇) is currently rating the Certificates and either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'S) and (x) the uns▇▇▇▇▇▇unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's ’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENTMoody's Collateralization Event), or (B) with respect to each Relevant Entity, so long as Standard & Poor's Rating Services, a division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc. (S&P) is currently rating the Certificates and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENTCollateralization Event).

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENTCollateralization Event) if: (A) with respect to each Relevant Entity, so long as Fitch is currently rating the Certificates and either (i) such Relevant Entity has both a long-long term and short-a short term rating by Moody's Investors Service, Inc. (MOODY'S) Fitch and (x) the uns▇▇▇▇▇▇unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3A-" or below by Moody's Fitch or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2F2" or below by Moody's, Fitch or (ii) if no Relevant Entity has a short-term rating is available from Moody's and Fitch, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such each Relevant Entity are rated "A2A-" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations Fitch (such event, a MOODY'S COLLATERALIZATION EVENTFitch Collateralization Event), ; or (B) with respect to each Relevant Entity, if such entity is a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company (any such entity, a Financial Institution), so long as Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) is currently rating th▇ ▇▇▇▇▇▇▇▇▇tes and either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ does not have no Relevant Entity has a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A each Relevant Entity are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENTCollateralization Event).

Downgrade Provisions. (1i) It shall be a collateralization event (COLLATERALIZATION EVENTa “Collateralization Event”) if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'S) and (x) the uns▇▇▇▇▇▇, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENT), or (B) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "“A-2" ” or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) S&P or (ii) if such Relev▇▇▇ ▇▇▇▇▇▇ Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "“A" ” or below by S&P (such event, an “S&P COLLATERALIZATION EVENTCollateralization Event”)., or (B) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody’s and (x) the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated “A3” or below by Moody’s or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated “P-2” or below by Moody’s, or (ii) no short-term rating is available from Moody’s and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated “A2” or below by Moody’s or (iii) such Relevant Entity has no rating by Moody’s of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a “Moody’s Collateralization Event”), or

Downgrade Provisions. (1) It shall be a collateralization event (COLLATERALIZATION EVENTCollateralization Event) if: (A) with respect to each Relevant Entity, either (i) such Relevant Entity has both a long-term and short-term rating by Moody's Investors Service, Inc. (MOODY'SMoody's) and (x) the unsun▇▇▇▇▇▇▇, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A3" or below by Moody's or (y) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "P-2" or below by Moody's, or (ii) no short-term rating is available from Moody's and the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of such Relevant Entity are rated "A2" or below by Moody's or (iii) such Relevant Entity has no rating by Moody's of its unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations (such event, a MOODY'S COLLATERALIZATION EVENTMoody's Collateralization Event), or (B) with respect to each Relevant Entity, either (i) the unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) or (ii) if such Relev▇Releva▇▇ ▇▇▇▇▇▇ does ▇oes not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior debt obligations of Party A are rated "A" or below by S&P (such event, an S&P COLLATERALIZATION EVENTCollateralization Event).