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 In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by S&P or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s (and together with S&P and Fitch, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then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.
Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party satisfactory to the Trustee within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex satisfactory to the Trustee within (30) days of such Ratings Event and subject to Moody's, S&P's and Fitch's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. 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 and at least "P-1" by Moody's Investors Service, Inc. ("Moody's") (including in connectxxx xxxh 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," (unless, within 30 days thereafter, each of Moody's, Fitch and S&P has reconfirmed the ratings of the Securitxxx, xx applicable, which was in effect immediately prior thereto). Only with respect to such Ratings Event, "
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, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-TC1, Asset-Back Certificates, Series 2005-TC1 (the “Certificates”) and CMO Holdings II Ltd., BSABS TC1 NIM Trust 2005-1 Asset-Backed Notes, Series 2005-TC1 (the “Notes”), which was in effect immediately prior to such withdrawal or downgrade), BSFP shall, at its own expense, subject to the Rating Agency Condition, either (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (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. BSFP’s failure to do any of the foregoing shall, at the Counterparty’s option, constitute an Additional Termination Event with BSFP as the Affected Party. 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 Notes 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 and Notes.
Rating Agency Downgrade. (i) In the event that any of the Rating Agencies downgrades Morgan Stanley or a replacement counterparty, or an entity xxxx xuxxxxxxxs the obligations of Party A or a replacement counterparty, below the Required Swap Counterparty Rating (as defined below) or Moody's or Fitch withdraws its ratings of Morgan Stanley or a replacement counterparty, or an entity that xuxxxxxxxs the obligations of Party A or a replacement counterparty, then, within 30 days after such rating downgrade or withdrawal, Party A or such replacement counterparty, as the case may be, shall, subject to the Rating Agency Condition (as defined below), at its own expense, either (1) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Required Swap Counterparty Rating on terms substantially similar to this Agreement, (2) obtain a guaranty of, or a contingent agreement of another person with the Required Swap Counterparty Rating to honor Party A's obligations under this Agreement, (3) collateralize its exposure to the Trust pursuant to the ISDA Credit Support Annex attached hereto as Exhibit A, subject to the satisfaction of the Rating Agency Condition or (4) take other steps, if any, to enable the Trust to satisfy the Rating Agency Condition; provided that for purposes of this Part 5(f), Party A shall be responsible for (A) posting collateral in accordance with such ISDA Credit Support Annex at its own cost and (B) any cost incurred by it in complying with its obligations.
Rating Agency Downgrade. S&P Downgrade:
Rating Agency Downgrade. (i) For purposes of this Part 5(g), the following definitions apply: An entity has “Acceptable Ratings” if (x) its short-term unsecured and unsubordinated debt is rated at least “A-1” by S&P (or, if Party A does not have a short-term unsecured and unsubordinated debt rating from S&P, its long-term unsecured and unsubordinated debt is rated at least “A+” by S&P), and (y) Party A’s long-term unsecured and unsubordinated debt is rated at least “A3” or Party A’s short-term unsecured and unsubordinated debt is rated at least “Prime-2” (or if Party A does not have a short-term unsecured and unsubordinated debt rating from Moody’s, its long-term unsecured and unsubordinated debt is rated at least “A3”).
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 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; (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates, or (iv) establish any other arrangement, which will be sufficient to restore the immediately prior ratings of the Certificates. 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 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.
Rating Agency Downgrade. If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (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 meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount equal to the Exposure (as defined below), and an executed ISDA Credit Support Annex within (30) days of such Ratings Event and subject to S&P's and Moody's written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Certificates . For avoidance of doubt, a downgrade of the rating on the Certificates could occur in the event that Party A does not post sufficient collateral. 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 and at least "P-1"
Rating Agency Downgrade. Anything to the contrary in Section 7 notwithstanding, no later than the 30th day following a Rating Agency Downgrade, Party A shall, at its expense:
(1) transfer Party A's rights and duties hereunder to (or otherwise procure a replacement transaction with terms substantially similar to this Sole Transaction with) a successor to Party A having, or guaranteed by a Credit Support Provider having, a long-term unsecured and unguaranteed debt rating of at least "A3" or its equivalent by each Swap Rating Agency;
(2) enter into arrangements, including collateral arrangements, guarantees, letters of credit or other Credit Support Documents which will, after review by each Swap Rating Agency, reverse the effect of any reduction or withdrawal of ratings in connection with such Rating Agency Downgrade on the Noteholders and the Subordinate Note Insurer; or
(3) pledge Eligible Collateral pursuant to an ISDA Credit Support Annex equal to the Replacement Cost of the Sole Transaction contemplated by this Agreement (or otherwise receive written confirmation from each Rating Agency that each class of Notes will continue to be rated at least the ratings of such class of Notes prior to such Rating Agency Downgrade) such that the rating of each class of Notes by each Rating Agency will not be withdrawn or reduced below the ratings of each such class of Notes prior to the Rating Agency Downgrade. Party B shall cooperate with Party to effect the purposes of the foregoing.
Rating Agency Downgrade. In the event that BNY's short-term unsecured and unsubordinated debt rating is withdrawn or reduced below "A-1" 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, the "Swap Rating Agencies", and such rating thresholds, "Approved Rating Thresholds"), then within 30 days after such rating withdrawal or downgrade (unless, within 30 days after such withdrawal or downgrade, each such Swap Rating Agency, as applicable, has reconfirmed the rating of the Bear Xxxxxxx Asset Backed Securities I Trust 2005-HE3, Asset Backed Certificates, Series 2005-HE3 (the "Certificates") and CMO Holdings II Ltd., Series BSABS HE3 NIM TRUST 2005-3 Notes (the "Notes"), which was in effect immediately prior to such withdrawal or downgrade), BNY shall, at its own expense, subject to the Rating Agency Condition, either (i) seek another entity to replace BNY as party to this Agreement that meets or exceeds the Approved Rating Thresholds and that is approved by the Swap Administrator (which approval shall not be unreasonably withheld) on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor,
