Common use of Downgrade Provisions Clause in Contracts

Downgrade Provisions. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, subject to the Rating Agency Condition (as hereinafter defined) and the consent of the Note Insurer and the Backup Note Insurer (each as defined in the Ameriquest NIM Trust 2005-RN3 Indenture, dated as of April 27, 2005), at its own expense (unless, within 30 days of such Ratings Event, each of Standard and Poor's, a Division of McGraw-Hill Companies, Ixx. ("X&X"), Moody's Investors Sxxxxxx, Inc. ("Moody's") and Fitch Ratings ("Fitch") (xxxx a "Rating Agency") has reconfirmed the rating of the Certificates and the Notes, without regard to the Note Policy or the Backup Note Policy, which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the applicable Rating Agency and the Note Insurer and the Backup Note Insurer (ii) deliver collateral satisfactory to each Ratings Agency and the Note Insurer and the Backup Note Insurer within (30) days of such Ratings Event, in an amount equal to the Exposure (as defined below), pursuant to an ISDA Credit Support Annex (subject to New York Law) with a form of Paragraph 13 in the form annexed hereto (the "CSA"), (iii) obtain a guaranty of Party A's obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance acceptable to the applicable Rating Agency and the Note Insurer and the Backup Note Insurer or (iv) establish any other arrangement satisfactory to the applicable Rating Agency and the Note Insurer and the Backup Note Insurer which will be sufficient to restore the immediately prior ratings of the Certificates and the Notes, without regard to the Note Policy or the Backup Note Policy. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least "A" by S&P and at least "A2" by Moody's and at least A by Fitch (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds." "

Downgrade Provisions. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, subject to the Rating Agency Condition (as hereinafter defined) and the consent of the Note Insurer and the Backup Note Insurer (each as defined in the Ameriquest NIM Trust 2005-RN3 Indenture, dated as of April 27, 2005), at its own expense (unless, within 30 days of such Ratings Event, each of Standard and Poor's, a Division of McGrawXxXxxx-Hill Xxxx Companies, Ixx. Inc. ("X&XS&P"), Moody's Xxxxx'x Investors SxxxxxxService, Inc. ("Moody's") and Fitch Xxxxx Ratings ("Fitch") (xxxx each a "Rating Agency") has reconfirmed the rating of the Certificates and the Notes, without regard to the Note Policy or the Backup Note Policy, which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the applicable Rating Agency and the Note Insurer and the Backup Note Insurer (ii) deliver collateral satisfactory to each Ratings Agency and the Note Insurer and the Backup Note Insurer within (30) days of such Ratings Event, in an amount equal to the Exposure (as defined below), pursuant to an ISDA Credit Support Annex (subject to New York Law) with a form of Paragraph 13 in the form annexed hereto (the "CSA"), (iii) obtain a guaranty of Party A's obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance acceptable to the applicable Rating Agency and the Note Insurer and the Backup Note Insurer or (iv) establish any other arrangement satisfactory to the applicable Rating Agency and the Note Insurer and the Backup Note Insurer which will be sufficient to restore the immediately prior ratings of the Certificates and the Notes, without regard to the Note Policy or the Backup Note Policy. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its long-term unsecured and unsubordinated debt ceases to be rated at least "A" by S&P and at least "A2" by Moody's and at least A by Fitch (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds." "

Downgrade Provisions. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, subject to the Rating Agency Condition (as hereinafter defined) and the consent of the Note Insurer and the Backup Note Insurer (each as defined in the Ameriquest NIM Trust 2005-RN3 Indenture, dated as of April 27, 2005), at its own expense (unless, within 30 days of such Ratings Event, each of Standard and Poor's’s, a Division of McGrawXxXxxx-Hill Xxxx Companies, Ixx. ("X&X"), Moody's Investors Sxxxxxx, Inc. ("“S&P”), Xxxxx’x Investors Service, Inc. (“Moody's"’s”) and Fitch Ratings ("“Fitch"”) (xxxx each a "“Rating Agency"”) has reconfirmed the rating of the Certificates and the Notes, without regard to the Note Policy or the Backup Note Policy, which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the applicable Rating Agency and the Note Insurer and the Backup Note Insurer (ii) deliver collateral satisfactory to each Ratings Agency and the Note Insurer and the Backup Note Insurer within (30) days of such Ratings Event, in an amount equal to the Exposure (as defined below), pursuant to an ISDA Credit Support Annex (subject to New York Law) with a form of Paragraph 13 in the form annexed hereto (the "“CSA")”) and concurrently with such delivery of Eligible Collateral, Barclays shall cause its counsel to deliver an opinion as to the enforceability, perfection and priority of Counterparty’s security interest in such Eligible Collateral if necessary to satisfy the Rating Agency Condition, (iii) obtain a guaranty of Party A's ’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance acceptable to the applicable Rating Agency and the Note Insurer and the Backup Note Insurer or (iv) establish any other arrangement satisfactory to the applicable Rating Agency and the Note Insurer and the Backup Note Insurer which will be sufficient to restore the immediately prior ratings of the Certificates and the Notes, without regard to the Note Policy or the Backup Note PolicyCertificates. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if, (i) if its long-Party A’s short term unsecured and unsubordinated debt ceases to be rated at least "A" “A-1” by S&P or, in the case where Party A does not have a short term rating assigned by S&P, its S&P long term unsecured and unsubordinated debt ceases to be rated at least "“A+” by S&P or (ii) at least “A2" ” by Moody's and ’s or at least A “A” by Fitch (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds." ” "

Downgrade Provisions. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall, within (30) days of such Ratings Event, subject to the Rating Agency Condition (as hereinafter defined) and the consent of the Note Insurer and the Backup Note Insurer (each as defined in the Ameriquest NIM Trust 2005-RN3 Indenture, dated as of April 27, 2005), at its own expense (unless, within 30 days of such Ratings Event, each of Standard and Poor's’s, a Division of McGrawXxXxxx-Hill Xxxx Companies, Ixx. ("X&X"), Moody's Investors Sxxxxxx, Inc. ("“S&P”), Xxxxx’x Investors Service, Inc. (“Moody's"’s”) and Fitch Ratings ("“Fitch"”) (xxxx each a "“Rating Agency"”) has reconfirmed the rating of the Certificates and the Notes, without regard any notes issued pursuant to the Note Policy or Indenture (the Backup Note Policy“Notes”), which was in effect immediately prior to such Ratings Event), (i) assign this Transaction hereunder to a third party within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation, which party is approved by the applicable Rating Agency and the Note Insurer and the Backup Note Insurer (ii) deliver collateral satisfactory to each Ratings Agency and the Note Insurer and the Backup Note Insurer within (30) days of such Ratings Event, in an amount equal to the Exposure (as defined below), pursuant to an ISDA Credit Support Annex (subject to New York Law) with a form of Paragraph 13 in the form annexed hereto (the "“CSA"”), (iii) obtain a guaranty of Party A's ’s obligations under this Transaction from a third party that meets or exceeds the Approved Ratings Threshold, in form and substance acceptable to the applicable Rating Agency and the Note Insurer and the Backup Note Insurer or (iv) establish any other arrangement satisfactory to the applicable Rating Agency and the Note Insurer and the Backup Note Insurer which will be sufficient to restore the immediately prior ratings of the Certificates and the Notes, without regard to the Note Policy or the Backup Note Policy. For purposes of this Transaction, a "“Ratings Event" ” shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least “A-1” by S&P (or, if Party A, or any applicable credit support provider, does not have a short-term rating, then its long-term unsecured and unsubordinated debt ceases to be rated at least "A" “A+” by S&P S&P) and its long-term unsecured and unsubordinated debt ceases to be rated at least "“A2" ” by Moody's ’s and its long-term unsecured and unsubordinated debt ceases to be rated at least A “A” by Fitch (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "“Approved Ratings Thresholds." "” If Party A’s (or any applicable credit support provider) long-term unsecured and unsubordinated debt ceases to be rated at least “BBB-” or Party A’s (or any applicable credit support provider) short-term unsecured and unsubordinated debt ceases to be rated at least “A-3” or is withdrawn by S&P, then Party A shall, within (10) days of such downgrade or withdrawal, subject to the Rating Agency Condition (as hereinafter defined) and at its own expense (i) assign this Transaction hereunder to a third party that meets or exceeds, or as to which any applicable credit support provider of such third party meets or exceeds, the Approved Ratings Thresholds on terms substantially similar to this