Common use of Additional Termination Provisions Clause in Contracts

Additional Termination Provisions. In the event that Rated Entity at any time ceases to maintain the Required Ratings, Bank shall, immediately upon becoming aware of such rating withdrawal or downgrade, make commercially reasonable efforts to take one of the following actions: (a) at Bank’s sole cost and expense, transfer all its interests in, and obligations under, the Transaction to another dealer registered or provisionally registered with the U.S. Commodity Futures Trading Commission as a swap dealer that has the Required Ratings and which agrees to assume in writing the obligations of Bank hereunder with respect to the Transaction; provided, that such replacement will not result in either (i) the imposition of withholding tax or deduction on payments to be made by and to Counterparty hereunder and (ii) no Event of Default or Termination Event will occur due to such transfer; (b) execute a Credit Support Annex reasonably acceptable to Counterparty which requires Bank to post collateral consisting of either (i) cash or (ii) negotiable debt obligations (excluding interest-only securities) issued by the U.S. Treasury Department having a remaining maturity of not more than one year in an amount equal to the greater of (x) the xxxx-to-market value of the Transaction or (y) the amount of next payment that is due under the Transaction; or (c) obtain a guaranty of Bank’s obligations under this Confirmation issued by a guarantor with the Required Ratings. For the purposes of this additional termination provision, (a) “Required Ratings” shall mean with respect to an entity (i) the entity has commercial paper or short-term deposit ratings which are equal to “A-1” or higher by S&P and “P-1” by Moody’s; (ii) if the entity does not have a commercial paper or short-term deposit rating, the entity has unsecured debt obligations which are rated at least “A-” by S&P and “A3” by Moody’s; and (iii) in the case of either (i) or (ii), the entity is not on negative watch for downgrade; (b) “Rated Entity” means Bank or Bank’s parent; (c) “Moody’s” means Xxxxx’x Investors Service, Inc., or its successor; and (d) “S&P” means Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc., and its successors. If Bank fails or is unable to comply with its obligations set forth in the above paragraph, an Additional Termination Event shall occur with respect to the Transaction on the day that is 30 days following the failure to maintain the Required Ratings and in respect of which Bank shall be the sole Affected Party. Bank shall pay all reasonable out-of-pocket expenses, including legal fees, incurred by Counterparty in entering into a new interest rate cap agreement in form and substance similar to the Master Agreement, as supplemented by this Confirmation. For purposes of the Master Agreement, Section 7 is hereby amended by adding the following provision immediately following the word “void” in the last sentence thereof: “; provided however, that Bank consents to the pledge and assignment by Counterparty of all of Counterparty’s rights and interests under this Agreement (including any Credit Support Annex) pursuant to the Receivables Purchase and Administration Agreement.