Subsequent S&P Rating Event Clause Samples
Subsequent S&P Rating Event. In the event that neither Party A (or its successor or permitted assignee) nor any Credit Support Provider from time to time in respect of Party A has the Subsequent S&P Required Rating (a "Subsequent S&P Rating Event") then Party A will, at its own cost and expense:
(A) within the Subsequent Collateral Remedy Period, provide collateral under the provisions of the Credit Support Annex (or if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph (i)(x)(A) following an Initial S&P Rating Event and Party B has not transferred equivalent collateral back to Party A at such time, continue to provide collateral if required under the provisions of the Credit Support Annex); and
(B) within the Subsequent Remedy Period, use reasonable efforts to:
(1) subject to Part 5(g) (Transfers) below, transfer all of its rights and obligations with respect to this Agreement to a replacement third party that has the Subsequent S&P Required Rating (provided that if the replacement third party does not have the Initial S&P Required Rating at the time such transfer occurs, such replacement third party will provide collateral if required under the provisions of the Credit Support Annex or obtain a guarantee of its rights and obligations with respect to this Agreement from an Eligible Guarantor that has the Initial S&P Required Rating);
(2) obtain a guarantee of its rights and obligations with respect to this Agreement from an Eligible Guarantor that has the Subsequent S&P Required Rating; or
(3) take such other action (which may, for the avoidance of doubt, include taking no action) as Party A and Party B may agree with S&P as will result in the rating of the Notes being maintained at, or restored to, the level it was at immediately prior to such Subsequent S&P Rating Event, and provided also that, in all cases, such action (or inaction) does not result in any requirement for deduction or withholding for or on account of any Tax.
Subsequent S&P Rating Event. In the event that the rating of the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "BBB-" by S&P (such event, a SUBSEQUENT S&P RATING EVENT), then Party A will within ten calendar days of the occurrence of such Subsequent S&P Rating Event:
(A) at its own cost and expense, use its best endeavours to take any of the actions set out in subparagraph 7.1(b) or 7.1(c) above immediately upon the occurrence of such Subsequent S&P Rating Event or take such other action as Party A may agree with S&P; and
(B) if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above following an Initial S&P Rating Event, continue to post collateral notwithstanding the occurrence of such Subsequent S&P Rating Event until such time as the action set out in subparagraph 7.2
(a) above has been taken. If the action set out in subparagraph 7.2(a) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.1(a) above will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent S&P Rating Event.
Subsequent S&P Rating Event. In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as “A-2” by S&P (or, if Party A or such Credit Support Provider is not a Financial Institution, “A-1”) (such event, a Subsequent S&P Rating Event), then Party A will:
(a) within ten Business Days (as defined in the Confirmation in respect of the Transaction under this Agreement) of the occurrence of such Subsequent S&P Rating Event, provide collateral under the provisions of the Credit Support Annex (or, if at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.1(a) above following an Initial S&P Rating Event, provide additional collateral under the provisions of the Credit Support Annex); and
(b) at its own cost and expense, use its best endeavours to take any of the actions set out in subparagraph 7.1(b)(i) or 7.1(b)(ii) above immediately upon the occurrence of such Back to Contents Subsequent S&P Rating Event, to be implemented within 60 calendar days of such Subsequent S&P Rating Event, or take such other action as Party A may agree with S&P.
Subsequent S&P Rating Event. In the event that neither Party A (or its successor or permitted transferee) nor any Credit Support Provider from time to time in respect of Party A has the Subsequent S&P Required Rating (a Subsequent S&P Rating Event) then Party A will, at its own cost and expense:
(a) within the Replacement Option 3 Collateral Remedy Period if Replacement Option 3 applies or otherwise as required by the Credit Support Annex post collateral under the provisions of the Credit Support Annex (or if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral (and Party B has not transferred the same amount of equivalent collateral back to Party A) under the Credit Support Annex pursuant to Part 5(f)(i)(a) of this Schedule following an Initial S&P Rating Event, continue to provide collateral if required under the provisions of the Credit Support Annex); and
(b) within the Subsequent Remedy Period use reasonable efforts to:
Subsequent S&P Rating Event. In the event that neither Party A nor any Credit Support Provider from time to time of Party A has the Subsequent S&P Required Rating (a "Subsequent S&P Rating Event"), then:
(i) Party A shall, within the Collateral Remedy Period, post collateral in accordance with the terms of the Credit Support Annex (unless Option 4 has been elected in accordance with the S&P Substitution Provisions, in which case this sub-paragraph (i) shall not apply); and
(ii) Party A shall use commercially reasonable efforts to, as soon as reasonably practicable, at its own cost:
Subsequent S&P Rating Event. If a Subsequent S&P Rating Event has commenced and is continuing and Party A does not take one of the measures described in Part 5(e)(i)(B)(b) above following a Subsequent S&P Rating Event, notwithstanding that reasonable efforts may have been used (irrespective of Party A continues to post collateral as required by Part 5(e)(i)(B)(a), and notwithstanding Section 5(a)(ii)) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A, which shall be deemed to have occurred on the next Business Day (as defined in the Confirmation in respect of the Transaction under this Agreement other than the Transaction constituted by the Credit Support Annex) following the last day of the Non-Collateral Remedy Period with Party A as the sole Affected Party and all Transactions as Affected Transactions.