Common use of S&P or Fitch Credit Downgrade Clause in Contracts

S&P or Fitch Credit Downgrade. If at any time (i) the unsecured debt rating of Party A, or its Credit Support Provider, is withdrawn by or reduced below “A” (long term) or “F1” (short term) if Party A is rated by Fitch Ratings (“Fitch”); or (ii) the unsecured debt ratings of Party A, or its Credit Support Provider, are reduced below “A+” (long term) or, if a short term rating is in effect for Party A, or its Credit Support Provider, below “A-1” (short term) by Standard & Poor’s Rating Services (“S&P”) (any of the above referenced reductions in credit status from the reference agencies being herein referred to as a “Downgrade”); then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, within 30 days of the date of the Downgrade, subject to Part 5(r), enter into a “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the Transactions. If Party A fails to enter into a Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party; In addition, if at any time the unsecured debt rating of Party A is withdrawn or reduced below “BBB-” (long term) by S&P, then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, within 10 Business Days of the date of the downgrade specified in this paragraph, subject to Part 5(r), in addition to posting collateral pursuant to the Credit Support Annex, enter into a “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the Transactions or otherwise satisfy the Rating Agency Condition. If Party A fails to enter into a Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party.

S&P or Fitch Credit Downgrade. If at any time (i) the unsecured debt rating of Party A, or its Credit Support Provider, is withdrawn by or reduced below “A” (long term) or “F1” (short term) if Party A is rated by Fitch Ratings (“Fitch”); or (ii) the unsecured debt ratings of Party A, or its Credit Support Provider, are reduced below “A+” (long term) or, if a short term rating is in effect for Party A, or its Credit Support Provider, below “A-1” (short term) by Standard & Poor’s Rating Services (“S&P”) (any of the above referenced reductions in credit status from the reference agencies being herein referred to as a “Downgrade”); then Party A shall promptly notify Party B by Series 2007-1 (Class C) telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, within 30 days of the date of the Downgrade, subject to Part 5(r), enter into a “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the Transactions. If Party A fails to enter into a Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party; In addition, if at any time the unsecured debt rating of Party A is withdrawn or reduced below “BBB-” (long term) by S&P, then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, within 10 Business Days of the date of the downgrade specified in this paragraph, subject to Part 5(r), in addition to posting collateral pursuant to the Credit Support Annex, enter into a “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the Transactions or otherwise satisfy the Rating Agency Condition. If Party A fails to enter into a Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party.