Common use of Downgrade Event Clause in Contracts

Downgrade Event. In the event (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A (or lower than “A+”, if Party A does not have a short-term debt rating), or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) a long-term senior unsecured debt rating lower than “A2” to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies the Rating Agency Condition. Party A shall continue to perform its obligations and use reasonable efforts to find a replacement counterparty until a suitable substitute is in place. Not later than thirty (30) Local Business Days after such Party A Rating Downgrade, if Party A has not transferred its obligations to a replacement counterparty in accordance with the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary to satisfy the Rating Agency Condition. In the event Party A complies with the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements.

Downgrade Event. In the event (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A (or lower than “A+”, if Party A does not have a short-term debt rating), or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) a long-term senior unsecured debt rating equal to or lower than “A2Baa1” to Party A (or equal to or lower than “A1A3”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating equal to or lower than “Prime 1Prime-2” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer Insurer, and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies the Rating Agency Condition. Party A shall continue to perform its obligations and use reasonable efforts to find a replacement counterparty until a suitable substitute is in place. Not later than thirty (30) Local Business Days after such Party A Rating Downgrade, if Party A has not transferred its obligations to a replacement counterparty in accordance with the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary to satisfy the Rating Agency Condition. In the event Party A complies with the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements.

Downgrade Event. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A+” by Standard and Poor’s Ratings Services, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc., Reference Number: FXNCC9798 – Amended II Broadway 500 West Monroe Mczz I LLC August 15, 2007 (“Moody’s”) or any successor thereto (and together with S&P, the “Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, either (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” at its own expense, seek another entity to Party A (replace BSFP as party to this Agreement that meets or lower than “A+”, if Party A does not have a short-term debt rating)exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) post collateral on terms acceptable to the Rating Agencies,; provided that, notwithstanding such a long-term senior unsecured debt rating lower than “A2” downgrade, withdrawal or qualification, unless and until BSFP transfers the Transaction to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies pursuant to the Rating Agency Condition. Party A shall foregoing clause (ii), BSFP will continue to perform its obligations under the Transaction. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with BSFP as the Affected Party. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and use reasonable efforts to find a replacement counterparty until a suitable substitute unsubordinated debt rating is in place. Not later than thirty (30) Local Business Days reduced below “BBB+” by S&P or “A2” by Moody’s, then within 20 days after such Party A rating downgrade, BSFP shall, at its own expense, secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating DowngradeThresholds on terms substantially similar to this Agreement; provided that, if Party A has not transferred its obligations notwithstanding such a downgrade, unless and until BSFP transfers the Transaction to a replacement counterparty in accordance with pursuant to the foregoing provisionsforegoing, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s BSFP will continue to perform its obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary Transaction. Failure to satisfy the Rating Agency Condition. In foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the event Party A complies ISDA Master Agreement, with BSFP as the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangementsAffected Party.

Downgrade Event. In the event (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A (or lower than “A+”, if Party A does not have a short-term debt rating), or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) a long-term senior unsecured debt rating lower than “A2” to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1Prime-1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer Insurer, and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies the Rating Agency Condition. Party A shall continue to perform its obligations and use reasonable efforts to find a replacement counterparty until a suitable substitute is in place. Not later than thirty (30) Local Business Days after such Party A Rating Downgrade, if Party A has not transferred its obligations to a replacement counterparty in accordance with the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary to satisfy the Rating Agency Condition. In the event Party A complies with the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements.

Downgrade Event. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by Standard and Poor’s Ratings Services, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc., (“Moody’s”) or any successor thereto (and together with S&P, the “Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, either (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” at its own expense, seek another entity to Party A (replace BSFP as party to this Agreement that meets or lower than “A+”, if Party A does not have a short-term debt rating)exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) post collateral on terms acceptable to the Rating Agencies,; provided that, notwithstanding such a long-term senior unsecured debt rating lower than “A2” Reference Number: FXNCC9798 Broadway 500 West Monroe Mezz I LLC July 11, 2007 downgrade, withdrawal or qualification, unless and until BSFP transfers the Transaction to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies pursuant to the Rating Agency Condition. Party A shall foregoing clause (ii), BSFP will continue to perform its obligations under the Transaction. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with BSFP as the Affected Party. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and use reasonable efforts to find a replacement counterparty until a suitable substitute unsubordinated debt rating is in place. Not later than thirty (30) Local Business Days reduced below “BBB-” by S&P or “Baa3” by Moody’s, then within 20 days after such Party A rating downgrade, BSFP shall, at its own expense, secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating DowngradeThresholds on terms substantially similar to this Agreement; provided that, if Party A has not transferred its obligations notwithstanding such a downgrade, unless and until BSFP transfers the Transaction to a replacement counterparty in accordance with pursuant to the foregoing provisionsforegoing, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s BSFP will continue to perform its obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary Transaction. Failure to satisfy the Rating Agency Condition. In foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the event Party A complies ISDA Master Agreement, with BSFP as the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangementsAffected Party.

Downgrade Event. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by Standard and Poor’s Ratings Services, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc., (“Moody’s”) or any successor thereto (and together with S&P, the “Rating Agencies”, and such raring thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, either (i) S&P assigns (x) a long-term senior unsecured debt rating lower than “A” at its own expense, seek another entity to Party A (replace BSFP as party to this Agreement that meets or lower than “A+”, if Party A does not have a short-term debt rating)exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (y) a short-term senior unsecured debt rating lower than “A-1” to Party A, (ii) Xxxxx’x assigns (x) post collateral on terms acceptable to the Rating Agencies,; provided that, notwithstanding such a long-term senior unsecured debt rating lower than “A2” Reference Number: FXNCC9798 Broadway 500 West Monroe Mezz I LLC July 11, 2007 Page 4 of 11 downgrade, withdrawal or qualification, unless and until BSFP transfers the Transaction to Party A (or lower than “A1”, if Party A does not have a short-term debt rating) or (y) a short-term senior unsecured debt rating lower than “Prime 1” to Party A, (iii) Fitch assigns (x) a long-term senior unsecured debt rating lower than “A” to Party A, or (y) a short-term senior unsecured debt rating lower than “F1” to Party A, or (iv) either S&P, Xxxxx’x or Fitch ceases to assign a short-term rating to Party A (each such event, a “Party A Rating Downgrade”), Party A shall promptly, but in no event later than two (2) Local Business Days following the date of such Party A Rating Downgrade, give Party B, the Insurer and the Indenture Trustee written notice of the occurrence of such Party A Rating Downgrade (provided, however, that the failure to give such notice shall not be an Event of Default or a Termination Event under this Agreement) and use reasonable efforts to find a replacement counterparty that satisfies pursuant to the Rating Agency Condition. Party A shall foregoing clause (ii), BSFP will continue to perform its obligations under the Transaction. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with BSFP as the Affected Party. Notwithstanding the foregoing, in the event that BSFP’s long-term unsecured and use reasonable efforts to find a replacement counterparty until a suitable substitute unsubordinated debt rating is in place. Not later than thirty (30) Local Business Days reduced below “BBB-” by S&P or “Baa3” by Moody’s, then within 20 days after such Party A rating downgrade, BSFP shall, at its own expense, secure another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating DowngradeThresholds on terms substantially similar to this Agreement; provided that, if Party A has not transferred its obligations notwithstanding such a downgrade, unless and until BSFP transfers the Transaction to a replacement counterparty in accordance with pursuant to the foregoing provisions, Party A shall either (i) obtain (at Party A’s expense) an unconditional guarantee or other similar assurance in respect of Party A’s foregoing. BSFP will continue to perform its obligations under this Agreement from a guarantor where both the guarantee and guarantor satisfy the Rating Agency Condition and are acceptable to Party B, the Insurer and the Indenture Trustee; or (ii) delivers a 1994 ISDA Credit Support Annex providing for transfer of Eligible Collateral in an amount, of the type and under terms which shall be acceptable to the Insurer and as are necessary Transaction. Failure to satisfy the Rating Agency Condition. In foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the event Party A complies ISDA Master Agreement, with BSFP as the requirements set forth in the preceding sentence and the Party A Rating Downgrade relates only to an action taken by S&P, Party A shall not be required to find a replacement counterparty until the time at which S&P assigns a long-term senior unsecured debt rating lower than “BBB-” to Party A, at which time Party A must immediately find a replacement counterparty that satisfies the Rating Agency Condition. The cost of finding and putting into place a replacement counterparty shall be borne by Party A. For the avoidance of doubt, both parties agree that Party A shall only be required to post collateral pursuant to the terms of a Credit Support Annex for the period (the “Collateral Requirement Period”) commencing at the times specified above until a replacement is in place. Once the Collateral Requirement Period has ended, Party B shall return any such Eligible Collateral to Party A promptly and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or such Credit Support Annex. In the event of an Early Termination Date in respect of a Party A Rating Downgrade pursuant to Part 1(k)(i)(A) and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangementsAffected Party.