Common use of Actions to be Taken Clause in Contracts

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1) if a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event: (A) post collateral in accordance with the Credit Support Annex; or (B) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (D) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition; and (2) if a Ratings Event occurs with respect to BNY (or any applicable Credit Support Provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event: (A) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, or (B) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition.

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1) if a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event: (A) post collateral in accordance with the Credit Support Annex; or (B) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) obtain a guaranty of or a contingent agreement to honor BNY’s 's obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (D) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition; and (2) if a Ratings Event occurs with respect to BNY (or any applicable Credit Support Provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event: (A) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, or (B) obtain a guaranty of or a contingent agreement to honor BNY’s 's obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition.

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1A) if a Collateralization Event occurs with respect to BNY (or any applicable credit support providerand the guarantor under each Qualified Guaranty (if any)), then BNY shall, at its own expense, within no later than thirty (30) Business Days after a Moody’s Collateralization Event with respect to BNY (and the guarantor under each Qualified Guaranty (if any)) or (if sooner) thirty (30) days of such after an S&P Collateralization Ratings Event: (A1) post collateral (commencing on the dates set forth above) in accordance with the Credit Support AnnexAnnex for so long as the Collateralization Event continues with respect to BNY (and the guarantor under each Qualified Guaranty (if any)); or (B2) on terms substantially similar to this Agreement (to be determined by the Counterparty acting in a commercially reasonable manner) novate or assign or transfer the Transactions to or replace the Transactions with transactions Replacement Transactions with a third party approved by Qualified Transferee (having the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Moody’s First Level Qualifying Ratings); or (C3) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement Qualified Guaranty (provided by a third party approved by guarantor having the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Moody’s First Level Qualifying Ratings; or (D) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition); and (2B) if a Ratings Event occurs with respect to BNY (or any applicable Credit Support Providerand the guarantor under each Qualified Guaranty (if any)), then BNY shall, shall at its own expense, within no later than thirty (30) Business Days of a Moody’s Ratings Event with respect to BNY (and the guarantor under each Qualified Guaranty (if any)) or (of sooner) ten (10) Business Days business days of such an S&P Ratings Event: (A1) on terms substantially similar to this Agreement (to be determined by the Counterparty acting in a commercially reasonable manner) novate or assign or transfer the Transactions to or replace the Transactions with transactions Replacement Transactions with a third party approved by Qualified Transferee, or (2) obtain a Qualified Guaranty. (C) BNY shall post collateral in accordance with the Counterparty Credit Support Annex for so long as a Collateralization Event or Ratings Event (such approval not in each case, with respect to be unreasonably withheld) the ratings of which (or of BNY and the guarantor of whichunder each Qualified Guaranty (if any)) meet or exceed continues, commencing at the Qualifying Ratings, time specified for taking action under (A) or (B) obtain above respectively, provided that there shall be no grace period for posting collateral in the event that a guaranty of Collateralization Event or Ratings Event (in each case, with respect to BNY and the guarantor under each Qualified Guaranty (if any)) has been continuing from the time BNY has become a contingent agreement party hereto. (D) if a Ratings Event occurs with respect to honor BNY’s obligations BNY (and the guarantor under this Agreement by a third party approved by the Counterparty each Qualified Guaranty (such approval not to be unreasonably withheld) the ratings of which (or if any)), then BNY shall at its own expense, use commercially reasonable efforts to, as soon as reasonably practicable, take one of the guarantor of whichactions referred to in (B) meet or exceed the Qualifying Ratings; or (C) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Conditionabove.

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1A) if a Collateralization Event occurs with respect to BNY Party A (or any applicable credit support provider), then BNY Party A shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event: (A1) post collateral in accordance with the Credit Support Annex; or (B2) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty Party B (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C3) obtain a guaranty of or a contingent agreement to honor BNY’s Party A's obligations under this Agreement by a third party approved by the Counterparty Party B (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (D4) establish any other arrangement approved by the Counterparty Party B (such approval not to be unreasonably withheld) that satisfies the Rating Condition; and (2B) if a Ratings Event occurs with respect to BNY Party A (or any applicable Credit Support Provider), then BNY Party A shall, at its own expense, within ten (10) Business Days of such Ratings Event: (A1) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty Party B (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, or (B2) obtain a guaranty of or a contingent agreement to honor BNY’s Party A's obligations under this Agreement by a third party approved by the Counterparty Party B (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C3) establish any other arrangement approved by the Counterparty Party B (such approval not to be unreasonably withheld) that satisfies the Rating Condition.

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1A) if If a Collateralization Event occurs with respect to BNY Party A (or any applicable credit support providerand the guarantor under each Qualified Guaranty (if any)), then BNY Party A shall, at its own expense, within no later than thirty (30) Business Days after a Moody's Collateralization Event with respect to Party A (and the guarantor under each Qualified Guaranty (if any)) or (if sooner) thirty (30) calendar days of such after an S&P Collateralization Ratings Event: (A1) post collateral (commencing within the times set forth herein) in accordance with the Credit Support AnnexAnnex for so long as the Collateralization Event continues with respect to Party A (and the guarantor under each Qualified Guaranty (if any)); or (B2) on terms substantially similar to this Agreement (to be determined by Party B acting in a commercially reasonable manner), and subject to the S&P Rating Condition, novate or assign or transfer the Transactions to or replace the Transactions with transactions Replacement Transactions with a third party approved by Qualified Transferee (having the Counterparty (such approval not to be unreasonably withheld) Moody's First Level Qualifying Ratings and the ratings of which (or of the guarantor of which) meet or exceed the S&P Qualifying Ratings); or (C3) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement Qualified Guaranty (provided by a third party approved by guarantor having the Counterparty (such approval not Moody's First Level Qualifying Ratings and the S&P Qualifying Ratings and with respect to be unreasonably withheld) which the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (D) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the S&P Rating ConditionCondition is satisfied); and (2B) if a Ratings Event occurs with respect to BNY Party A (or any applicable Credit Support Providerand the guarantor under each Qualified Guaranty (if any)), then BNY shall, Party A shall at its own expense, within no later than thirty (30) Business Days after a Moody's Ratings Event with respect to Party A (and the guarantor under each Qualified Guaranty (if any)) or (if sooner) ten (10) Business Days of such after an S&P Ratings EventEvent and subject to the S&P Rating Condition: (A1) on terms substantially similar to this Agreement (to be determined by Party B acting in a commercially reasonable manner) novate or assign or transfer the Transactions to or replace the Transactions with transactions Replacement Transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying RatingsQualified Transferee, or (B2) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or Qualified Guaranty. (C) establish any other arrangement approved by Party A shall post collateral in accordance with the Counterparty Credit Support Annex and the times set forth herein for so long as a Collateralization Event or Ratings Event (such approval not in each case, with respect to Party A and the guarantor under each Qualified Guaranty (if any)) has occurred and continues, commencing within the times specified for taking action under (A) above, provided that there shall be unreasonably withheldno grace period for posting collateral (i) in the event that satisfies a Collateralization Event or Ratings Event (in each case, with respect to Party A and the Rating Conditionguarantor under each Qualified Guaranty (if any)) has been continuing from the time Party A has become a party hereto or (ii) an S&P Ratings Event has occurred and continues. (D) if a Ratings Event occurs with respect to Party A (and the guarantor under each Qualified Guaranty (if any)), then Party A shall at its own expense, use commercially reasonable efforts to, as soon as reasonably practicable, take one of the actions referred to in (B) above.

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1) if a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event: (A) post collateral in accordance with the Credit Support Annex; or (B) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (D4) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition; and (2) if a Ratings Event occurs with respect to BNY (or any applicable Credit Support Provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event: (A) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, or (B) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition.

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1A) if a Collateralization Event occurs with respect to BNY (or any applicable credit support providerand the guarantor under each Qualified Guaranty (if any)), then BNY shall, at its own expense, within no later than thirty (30) Business Days after a Moody's Collateralization Event with respect to BNY (and the guarantor under each Qualified Guaranty (if any)) or (if sooner) thirty (30) calendar days of such after an S&P Collateralization Ratings Event: (A1) post collateral (commencing within the time frame set forth herein) in accordance with the Credit Support AnnexAnnex for so long as the Collateralization Event continues with respect to BNY (and the guarantor under each Qualified Guaranty (if any)); or (B2) on terms substantially similar to this Agreement (to be determined by the Counterparty acting in a commercially reasonable manner), and subject to the S&P Rating Condition, novate or assign or transfer the Transactions to or replace the Transactions with transactions Replacement Transactions with a third party approved by Qualified Transferee (having the Counterparty (such approval not to be unreasonably withheld) Moody's First Level Qualifying Ratings and the ratings of which (or of the guarantor of which) meet or exceed the S&P Qualifying Ratings); or (C3) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement Qualified Guaranty (provided by a third party approved by guarantor having the Counterparty (such approval not Moody's First Level Qualifying Ratings and the S&P Qualifying Ratings and with respect to be unreasonably withheld) which the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (D) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the S&P Rating ConditionCondition is satisfied); and (2B) if a Ratings Event occurs with respect to BNY (or any applicable Credit Support Providerand the guarantor under each Qualified Guaranty (if any)), then BNY shall, shall at its own expense, within no later than thirty (30) Business Days after a Moody's Ratings Event with respect to BNY (and the guarantor under each Qualified Guaranty (if any)) or (if sooner) ten (10) Business Days of such business days after an S&P Ratings Event: (A1) on terms substantially similar to this Agreement assign or transfer the Transactions (to or replace the Transactions with transactions with a third party approved be determined by the Counterparty (such approval not acting in a commercially reasonable manner), and subject to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, or (B) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the S&P Rating Condition., novate or assign or transfer

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1) if a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event: (A) post collateral in accordance with the Credit Support Annex; or (B) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) obtain a guaranty of or a contingent agreement to honor BNY’s 's obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (D4) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition; and (2) if a Ratings Event occurs with respect to BNY (or any applicable Credit Support Provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event: (A) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, or (B) obtain a guaranty of or a contingent agreement to honor BNY’s 's obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition.

Actions to be Taken. Subjectby the Sellers at the ----------------------------------------- Closing. At the Closing, in addition to the taking of such other ------- actions as may be provided in this Agreement, (i) each Seller shall deliver certificates for such Seller's Purchased Shares to the Buyer (or, in the case of Purchased Shares held in brokerage accounts for the benefit of a Seller, irrevocable instructions to satisfaction of such broker to deliver the Rating Agency Condition: Purchased Shares to the Buyer), in either case, accompanied by duly executed stock powers; (1ii) if each Seller shall execute and deliver to the Buyer a Collateralization Event occurs Stock Restriction Agreement, in the form set forth as Exhibit A hereto (the "Stock ------- - Restriction Agreements"), with respect to BNY such number of Shares as is set forth opposite each such Seller's name in Column 2 of Schedule 1 hereto (or any applicable credit support providerthe "Restricted Shares"); (iii) each Seller shall deliver certificates for such Seller's Restricted Shares to the Buyer (or, in the case of Restricted Shares held in brokerage accounts for the benefit of a Seller, irrevocable instructions to such broker to deliver the Restricted Shares to the Buyer), then BNY shallin either case, at its own expense, within thirty together with instructions to the Company's stock transfer agent to endorse on such certificates the restrictive legend required by Section 4(b) of the Stock Restriction Agreements; (30) days of such Collateralization Ratings Event: (A) post collateral in accordance with the Credit Support Annex; or (B) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheldiv) the ratings of which (or Sellers shall deliver to the Buyer evidence satisfactory to the Buyer of the guarantor repayment in full by First Venture Associates Limited Partnership of which) meet or exceed the Qualifying Ratingsoutstanding principal balance of, and all interest accrued through and including December 31, 1996 on, the notes receivable, accrued interest receivable and the accounts receivable described in Note 6 to the Company's consolidated financial statements for the year ended December 31, 1996; or (C) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheldv) the ratings Sellers shall cause the Company to execute and deliver to the Buyer the letter of which intent in the form set forth as Exhibit B hereto (or the "Letter of the guarantor of which) meet or exceed the Qualifying Ratings; or (D) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating ConditionIntent"); and ------- - (2) if a Ratings Event occurs with respect to BNY (or any applicable Credit Support Provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event: (A) on terms substantially similar to this Agreement assign or transfer the Transactions to or replace the Transactions with transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheldvi) the ratings Sellers shall deliver to the Buyer the closing certificates, documents and opinions of which (or of counsel as may be requested by counsel to the guarantor of which) meet or exceed the Qualifying Ratings, or (B) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating ConditionBuyer.

Actions to be Taken. Subject, in each case to satisfaction of the Rating Agency Condition: (1A) if a Collateralization Event occurs with respect to BNY (or any applicable credit support providerand the guarantor under each Qualified Guaranty (if any)), then BNY shall, at its own expense, within no later than thirty (30) Business Days after a Moody's Collateralization Event with respect to BNY (and the guarantor under each Qualified Guaranty (if any)) or (if sooner) thirty (30) calendar days of such after an S&P Collateralization Ratings Event: (A1) post collateral (commencing within the time frame set forth herein) in accordance with the Credit Support AnnexAnnex for so long as the Collateralization Event continues with respect to BNY (and the guarantor under each Qualified Guaranty (if any)); or (B2) on terms substantially similar to this Agreement (to be determined by the Counterparty acting in a commercially reasonable manner), and subject to the S&P Rating Condition, novate or assign or transfer the Transactions to or replace the Transactions with transactions Replacement Transactions with a third party approved by Qualified Transferee (having the Counterparty (such approval not to be unreasonably withheld) Moody's First Level Qualifying Ratings and the ratings of which (or of the guarantor of which) meet or exceed the S&P Qualifying Ratings); or (C3) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement Qualified Guaranty (provided by a third party approved by guarantor having the Counterparty (such approval not Moody's First Level Qualifying Ratings and the S&P Qualifying Ratings and with respect to be unreasonably withheld) which the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (D) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the S&P Rating ConditionCondition is satisfied); and (2B) if a Ratings Event occurs with respect to BNY (or any applicable Credit Support Providerand the guarantor under each Qualified Guaranty (if any)), then BNY shall, shall at its own expense, within no later than thirty (30) Business Days after a Moody's Ratings Event with respect to BNY (and the guarantor under each Qualified Guaranty (if any)) or (if sooner) ten (10) Business Days of such business days after an S&P Ratings Event: (A1) on terms substantially similar to this Agreement (to be determined by the Counterparty acting in a commercially reasonable manner), and subject to the S&P Rating Condition, novate or assign or transfer the Transactions to or replace the Transactions with transactions Replacement Transactions with a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, or (B) obtain a guaranty of or a contingent agreement to honor BNY’s obligations under this Agreement by a third party approved by the Counterparty (such approval not to be unreasonably withheld) the ratings of which (or of the guarantor of which) meet or exceed the Qualifying Ratings; or (C) establish any other arrangement approved by the Counterparty (such approval not to be unreasonably withheld) that satisfies the Rating Condition.a