Action upon Ratings Downgrade Sample Clauses

Action upon Ratings Downgrade. If at any time: (a) the Rating assigned to the Borrower by: (i) Standard and Poor’s is lower than A-; or (ii) ▇▇▇▇▇’▇ is lower than Baa2; or (b) the Rating assigned to any Material Subsidiary (other than HCC Re) by A.M. Best is lower than A, (each a “Ratings Downgrade”) then the Borrower shall (at its option) either: (i) within: (A) 3 Business Days of the relevant Ratings Downgrade deposit, or procure the deposit of, cash or other assets with Lloyd’s in the amount necessary to secure the return of each Letter of Credit issued under this Agreement, such deposit to be made in exchange for an appropriate undertaking from Lloyd’s that each such Letter of Credit will be returned in due course (and promptly thereafter, deliver to the Agent evidence satisfactory to the Agent, that such deposit has occurred and such undertaking has been obtained); and (B) 15 Business Days of the relevant Ratings Downgrade, procure that: (aa) each Letter of Credit issued under this Agreement is returned by Lloyd’s to the Agent; or (bb) the liabilities of the Lenders under each Letter of Credit are otherwise reduced to zero to the satisfaction of the Lenders (a “Letter of Credit Cancellation”); or (ii) if it can demonstrate, to the reasonable satisfaction of the Lenders, that the requisite lenders under the U.S. Facility Agreement have provided their consent, within 10 Business Days of the relevant Ratings Downgrade, provide Cash Collateral to the Trustee in an amount equal to the Outstandings at such time. For the avoidance of doubt, if the Borrower neither effects a Letter of Credit Cancellation in accordance with the terms of paragraphs (a) above nor provides Cash Collateral in accordance with the terms of paragraph (b) above, as applicable, this shall constitute an Event of Default for the purpose of this Agreement.