Appendix A

(h)(ii) Party A Downgrade

  1. S&P Requirements In the event that the short term unsecured, unsubordinated debt obligations of Party A (or its successor) cease to be “A‐1” (or its equivalent) by S&P (an “S&P Downgrade”) then Party A shall, within 30 calendar days of such S&P Downgrade, at its own cost, effect one of the following remedies:
    1. obtain a guarantee of its obligations under this Agreement from a third party with the Required S&P Rating; or
    2. transfer collateral to Party B pursuant to the Credit Support Annex (“CSA”) to this Agreement; or
    3. transfer all of its rights and obligations under this Agreement to a replacement third party provided that such third party (or its Credit Support Provider) has the Required Ratings of all the Rating Agencies and is able and willing to make the Additional Tax Representation and provided the consent of the Note Trustee has been obtained whose consent should be given if S&P confirms that such transfer would maintain the raring of the Notes at or above “A‐1”; or
    4. take such other action as S&P shall agree with Party A as will result in the rating of the Notes by S&P following the taking of such action being maintained at or restored to the level it would have been immediately prior to the S&P Downgrade.

    If following an S&P Downgrade by S&P, Party A does not take one of the measures described in (i) to (iv) above within 30 calendar days of that S&P Downgrade, then such failure will not constitute an Event of Default but will constitute ...

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