Downgrade of Party A Sample Clauses

Downgrade of Party A. (i) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "Rating Agency Condition" means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.
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Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to
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Downgrade of Party A. (i) For the purpose of this section, a “Ratings Event” shall occur with respect to Party A (or its Credit Support Provider) if the long-term and short-term senior unsecured debt ratings of Party A (or its Credit Support Provider) cease to be at least A and A-1 by Standard & Poor’s Ratings Service, a division of the XxXxxx-Xxxx Companies, Inc. or any successor thereto (“S&P”) (however, in the event that Party A (or its Credit Support Provider) does not have a short-term rating from S&P, if Party A’s long-term senior unsecured debt rating is reduced below “A+” by S&P) or at least A and F1 by Fitch Ratings Ltd. or any successor thereto (“Fitch”) (collectively, the “Approved Rating Threshold”), to the extent such obligations are rated by S&P or Fitch. The failure by Party A to comply with the provisions set forth below shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.
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Downgrade of Party A. It shall be an Additional Termination Event with Party A the Affected Party if (1) the Credit Rating of Party A is downgraded below "A2" by Moodx'x xx "A" by Fitch, or is suspended or withdrawn by either Rating Agency, (2) the short-term Credit Rating of Party A is downgraded below a rating of "A-1" by S&P, or is suspended or withdrawn by such Rating Agency, or (3) notice is given to Party B by any Rating Agency that the credit support, if any, with respect to Party A is no longer deemed adequate to maintain the then-current ratings of the Notes, and within 30 days of such downgrade, suspension, withdrawal or notification, Party A shall fail to either (X) deliver or post collateral acceptable to Party B in amounts sufficient to secure its obligations under this Agreement, (Y) assign its rights and obligations under this Agreement to a replacement counterparty acceptable to Party B or (Z) establish other arrangements necessary, if any, in each case so that the Rating Agencies confirm the ratings of the Notes that were in effect immediately prior to such downgrade, suspension, withdrawal or notification.
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Downgrade of Party A. The failure by Party A to assign its rights and obligations under all Transactions to a Substitute Party (as defined herein) after the occurrence of a Substitution Event (as defined herein) in accordance with Part 6(g) of this Schedule; provided, however, that Party B shall have the sole right to select the Early Termination Date upon five (5) Business Days’ notice to Party A.
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Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B
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Downgrade of Party A. The following shall constitute Additional Termination Events in which Party A is the sole Affected Party: (A) First Trigger Ratings Event. A First Trigger Ratings Event with respect to any Relevant Rating Agency has occurred and is continuing, and 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. (B) Moody’s Downgrade. (1) A Moody’s Second Trigger Ratings Event has occurred and is continuing, (2) 30 Local Business Days or more have elapsed since such Moody’s Second Trigger Rating Event first occurred, and (3) at least one Eligible Replacement has made a Firm Offer that would, assuming the occurrence of an Early Termination Date, qualify as a Market Quotation and which remains capable of becoming legally binding upon acceptance; or
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Downgrade of Party A. It shall be an Additional Termination Event with Party A the Affected Party if the Credit Rating of Party A is downgraded below "Aa3" by Moodx'x, "XA-" by Fitch or "AA-" by S&P or is suspended or withdrawn by any such Rating Agency, and, within 30 days of such downgrade, suspension or withdrawal, Party A shall fail to either (1) deliver or post collateral acceptable to Party B in amounts sufficient to secure its obligations under this Agreement, (2)
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Related to Downgrade of Party A

  • Downgrade You have no rights to use earlier versions of the software under this license and Microsoft is not obligated to supply earlier versions to you.

  • Ratings Event Upon the occurrence of a Ratings Event (as defined below) Party A has not, within 10 days after such rating withdrawal or downgrade (unless, within 10 days after such withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the rating of the Swap Certificates which was in effect immediately prior to such withdrawal or downgrade (determined without regard to any financial guaranty insurance policy, if applicable), unless the rating of the Swap Certificates were changed due to a circumstance other than the withdrawal or downgrading of Party A's (or its Credit Support Provider's) rating), complied with one of the solutions listed below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. It shall be a ratings event ("Ratings Event") if at any time after the date hereof Party A shall fail to satisfy the Swap Counterparty Ratings Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A2" by Moody's (including if such rating is on watch for possible downgrade) and the unsecured, short-term debt obligations of Party A (or its Credit Support Provider) are rated at least "P-1" by Moody's (including if such rating is on watch for possible downgrade) or (ii) if Party A (or its Credit Support Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt obligations of Party A (or its Credit Support Provider) are rated at least "A1" by Moody's (including if such rating is on watch for possible downgrade).

  • Rating Agency Downgrade In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, subject to the Rating Agency Condition, at its own expense, either (i) cause another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by Radian Insurance Inc. and Financial Guaranty Insurance Company (each a “NIMS Insurer” and collectively, the “NIMS Insurers”) (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement; provided that such other person is approved by the NIMS Insurers, such approval not to be unreasonably withheld, (iii) post collateral satisfactory to each Swap Rating Agency and the NIMS Insurers which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers, or (iv) establish any other arrangement satisfactory to the Swap Rating Agencies and the NIMS Insurers, which will be sufficient to restore the immediately prior ratings of the Certificates and any note insured by the NIMS Insurers. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with any of the Swap Rating Agencies then providing a rating of the Certificates and receive from the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates.

  • Required Ratings The Offered Certificates shall have received Required Ratings of at least [ ] from [ ].

  • Cooperation with Rating Agencies If the ratings assigned to the Offered Notes by the Rating Agencies are conditional on the delivering of documents or the taking of any other actions by the Depositor, the Depositor will deliver those documents and take those actions.

  • Rating Agencies To the extent, if any, that the ratings provided with respect to the Offered Certificates by certain nationally recognized statistical rating organizations (as described in Section 6(q)) are conditional upon the furnishing of documents or the taking of any other action by the Depositor, the Depositor shall use its best efforts to furnish such documents and take any other such action.

  • Moody’s Xxxxx’x Investors Service, Inc. and its successors.

  • Ratings No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) (i) has imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise) on the Company’s retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to the Company that it is considering any of the actions described in Section 7(c)(ii) hereof.

  • Notice to Rating Agencies (a) The Trustee shall use its best efforts promptly to provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any change or amendment to this Trust Agreement; (ii) the resignation or termination of the Trustee; (iii) the final payment to Holders of the Certificates of any Class; (iv) any change in the location of the Certificate Account; and (v) any event that would result in the inability of the Trustee to make Advances. (b) In addition, the Trustee shall promptly furnish to each Rating Agency copies of each report to Certificateholders described in Section 4.03. (c) Any such notice pursuant to this Section 11.05 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to each Rating Agency at the address specified below or in the applicable Supplement. (i) Any and all notices to be given to Moody's shall be deemed to have been duly given if sent by facsimile transmission to Moody's at Moody's Investors Service, Inc., 99 Church Street, New York, New York 00000, Attention: CBO/CLO Monitoxxxx Xxxxxxxxxx, xxxxxxxxx xxxxxxxxxxxx xxmber (212) 553-0355, telephone confirmation number (212) 553-1494. Moody's may cxxxxx xxis information by notice to the Xxxxxxxxx xxx the Trustee. (ii) Any and all notices to be given to S&P shall be deemed to have been duly given if sent by facsimile transmission to S&P at Standard & Poor's Rating Group, 26 Broadway, New York, New York 10004, Attention: Structured Finance Xxxxxxxxxxxx Xxxxx, facsimile transmission number (212) 208-0030, telephone confirmation number (212) 208-1191. S&P may xxxxxx xxxx xnformation by notice to the Depoxxxxx xxx xxx Trustee. (iii) Any and all notices to be given to DCR shall be deemed to have been duly given in sent by facsimile transmission to DCR at Duff & Phelps Credit Rating Co., 55 E. Monroe Street, Suite 3500, Chicago, IX 00003-5701, Attention: Kxxxx X'Xxxxxll, facsimile transmission number (312) 368-3155, telephxxx xxxxxxxxxxxn number (312) 368- 3100. DCR may chanxx xxxx information by notice to the Depositor and the Trustee. (iv) Any and all notices to be given to Fitch shall be deemed to have been duly given in sent by facsimile transmission to Fitch at Fitch Investors Service, L.P., One State Street Plaza, New York, NY 10004, facsimile transmission nuxxxx (000) 000-0000, xxxxxxxxx xxxxxxxxxxxn number (212) 908-0500. Fitch mxx xxxxxx xxxx information by notice to the Depositor and the Trustee.

  • Rating Agency Each of Xxxxx’x, Fitch and S&P or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable person, agreed upon and designated by the Seller, notice of which designation shall be given to the Trustee, the NIMS Insurer, the Master Servicer and the Servicer.

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