S&P Downgrade. (1) If an S&P Collateralization Event occurs with respect to each Relevant Entity, the Counterparty shall at its sole expense, post collateral pursuant to the CSA for the benefit of the Trust in the amount and on the terms then applicable under the CSA. At any time following an S&P Collateralization Event, if the Counterparty elects, the Counterparty may assign its rights and obligations under this Transaction to a Substitute Swap Provider in accordance with Part 5(e) of the Schedule; provided that (A) no termination payments or other settlement amounts are payable by the Trust to either the Counterparty or the Substitute Swap Provider at the time of or as a result of such assignment by the Counterparty and (B) any termination payments or other settlement amounts are to be settled directly between the Counterparty and the Substitute Swap Provider. Alternatively, the Counterparty may elect to obtain for the benefit of the Trust an Eligible Guarantee of all of the Counterparty’s obligations under this Transaction; provided that the guarantor is an Eligible Guarantor. Upon the successful consummation of any assignment to a Substitute Swap Provider or the delivery of an Eligible Guarantee as contemplated in this Section 4(C)(1), any obligation of the Counterparty to post and maintain collateral under the CSA shall terminate and the Trust shall return to the Counterparty, any then-posted collateral (it being understood that until such time, if any, as the Counterparty completes the assignment of its rights and obligations hereunder to a Substitute Swap Provider or procures an Eligible Guarantee of such obligations, the Counterparty shall remain obligated to post Eligible Collateral to the extent and on the terms required by the CSA).
S&P Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either:
S&P Downgrade. If and for so long as the Notes are downgraded by S&P and as a result are rated below AA+ by S&P for reasons other than Party A's failure to perform under this agreement or failure to comply with the requirements of the S&P Criteria (as defined in the Credit Support Annex) with respect to swap counterparties (and, for the avoidance of doubt, Party A has performed its obligations and has complied with all the requirements of such criteria at such time), reference to the relevant S&P rating triggers in Part 5(f)(i)(x) and (y) shall be deemed instead to refer to the corresponding S&P rating triggers which are required pursuant to and in accordance with Table 4 of the S&P Criteria to support a maximum potential rating equal to the then current rating of the Notes, provided that, if at any time circumstances change and/or all required actions or steps have been taken by all relevant parties other than Party A which would result in the Notes being upgraded to a rating above the then current rating of the Notes (the "Potential Reinstated Rating"), references to the relevant S&P rating triggers in Part 5(f)(i)(x) and (y) shall be deemed to refer to the corresponding S&P rating triggers required pursuant to and in accordance with Table 4 of the S&P Criteria to support a maximum potential rating equal to the Potential Reinstated Rating.
S&P Downgrade. (1) If a Ratings Event I (as defined below) shall occur and be continuing with respect to Party A, (A) then Party A shall, within 10 Local Business Days of such Ratings Event I give written notice to Party B of the occurrence of such Ratings Event I and (B) if Party A fails, within 30 days, to cause one of the following to occur: (i) post Eligible Collateral according to the terms of the 1994 ISDA Credit Support Annex to this Schedule, (ii) furnish an Eligible Guarantee (as defined below) of Party A’s obligations under this Agreement that is subject to the satisfaction of the Rating Agency Condition from a guarantor that has the S&P Required Ratings, or (iii) to obtain an Eligible Replacement; provided, however, that Party A’s obligations to post Eligible Collateral or to furnish an Eligible Guarantee or to obtain an Eligible Replacement shall remain in effect only for so long as a Ratings Event I is continuing with respect to Party A. For the purpose of this Part 1(n)(iv), a “Ratings Event I” shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be rated at least A and A-1 by Standard & Poor’s Ratings Service or any successor thereto (“S&P”), to the extent such obligations are rated by S&P, or if there is no short-term rating assigned by S&P with respect to Party A, the long-term senior unsecured deposit rating of Party A ceases to be rated at least A+.
S&P Downgrade. Either (1) (a) An S&P Second Trigger Ratings Event has occurred and is continuing, (b) 10 Local Business Days or more have elapsed since such S&P Second Trigger Ratings Event first occurred, and (c) Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex or (2) An S&P Second Trigger Ratings Event has occurred and is continuing and 60 calendar days or more have elapsed since such S&P Second Trigger Ratings Event first occurred.
