Common use of Rating Agency Downgrade Clause in Contracts

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.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (MSAC Trust 2006-He3), Pooling and Servicing Agreement (Morgan Stanley Capital I Inc. Trust 2006-He2), Pooling and Servicing Agreement (MSAC Trust 2006-He3)

AutoNDA by SimpleDocs

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 entxxx xxax xxxxxntees 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 entxxx xxax xxxxxntees 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.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He5), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He5), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He5)

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 Rxxxxx (as defined xx xxxxned below) or Moodyany Rating AgencyMoody's or Fitch withdraws its ratings of Morgan Stanley or a replacement counterpartyStanley, or an entity that xuxxxxxxxs the obligations of Party A or a replacement counterparty, then, then within 30 days after such rating downgrade xxxxxrawal or withdrawaldowngrade, 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(f5(h), 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-Wmc1), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-Wmc1)

Rating Agency Downgrade. (i) In the event that any (x) either 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, Barclays' rating below the Required Swap Counterparty Rating (as defined belowbut Barclays has (i) a rating of at least "BBB-" or "A-3", if applicable, by S&P, or (ii) (x) if Barclays has only a long-term rating, a rating of at least "A2" by Moody's, or (y) if Barclays has a long-term rating and a short-term rating, a rating of at least "A3" or "P2", if applicable, by Moody's) or, S&P or Moody's or Fitch withdraws its ratings of Morgan Stanley or a replacement counterpartyBarclays, or an entity that xuxxxxxxxs the obligations of Party A or a replacement counterparty, then, then within 30 days after such rating downgrade withdrawal or withdrawaldowngrade, Party A or such replacement counterparty, as the case may be, Barclays shall, subject to the Rating Agency Condition (as defined below)Condition, at its own expense, either (1i) cause another entity to replace Party A Barclays as party to this Agreement that meets or exceeds the Required Swap Counterparty Rating on terms substantially similar to this Agreement, (2ii) obtain a guaranty of, or a contingent agreement of of, another person with the Required Swap Counterparty Rating to honor Party A's Barclays' obligations under this Agreement, (3iii) collateralize its exposure to the Trust pursuant to the an ISDA Credit Support Annex substantially in the form attached hereto as Exhibit A; provided that such ISDA Credit Support Annex shall be made a credit support document for Barclays pursuant to an amendment to this Agreement, subject to the satisfaction of the Rating Agency Condition or (4iv) take other steps, if any, to enable the Trust to satisfy the Rating Agency Condition; provided . Notwithstanding the foregoing, in the event that for Barclays' long term rating or short term rating is withdrawn by S&P, it shall, subject to the Rating Agency Condition, cause another entity to replace Barclays as party to this Agreement that meets or exceeds the Required Swap Counterparty Rating on terms substantially similar to this Agreement within 30 days from such ratings withdrawal. For purposes of this Part 5(f)provision, Party A "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 Rating Agencies then providing a rating of the Certificates and receive from each Rating Agency 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. Notwithstanding the foregoing, within 10 days from the occurrence of either of the following conditions, Barclays must use its commercially reasonable efforts to find a party, subject to the Rating Agency Condition, acceptable to Counterparty, which acceptance shall not be unreasonably withheld, to whom all of Barclays' interests and obligations under this Agreement shall be responsible for (A) posting collateral in accordance with such ISDA Credit Support Annex assigned at its own no cost to Counterparty, and (B) any cost incurred by it in complying with its obligations.following which Barclays shall be released from all further obligations under this Agreement:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2006-Nc1), Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2006-Nc1)

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 xxxx 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc. Trust 2006-Nc2), Pooling and Servicing Agreement (Morgan Stanley Capital I Inc. Trust 2006-Nc2)

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 entixx xxxt xxxxxxtees 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 entixx xxxt xxxxxxtees 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He4)

Rating Agency Downgrade. (i) In the event that any of the Rating Agencies downgrades Morgan Stanley or a replacement counterparty, or an entity entitx xxxx xuxxxxxxxs xxxxxxxees 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 xxxxxxxees 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He6)

Rating Agency Downgrade. (i) In the event that any of the Rating Agencies downgrades Morgan Stanley Xxxxxx Xxxxxxx or a replacement counterparty, or an entity xxxx xuxxxxxxxs that guarantees the obligations of Party A or a replacement counterparty, below the Required Swap Counterparty Rating (as defined below) or Moody's ’s or Fitch withdraws its ratings of Morgan Stanley Xxxxxx Xxxxxxx or a replacement counterparty, or an entity that xuxxxxxxxs guarantees 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 ’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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-Nc3)

AutoNDA by SimpleDocs

Rating Agency Downgrade. (i) In the event that any of the Rating Agencies downgrades Morgan Stanley or a replacement counterpartycounxxxxxxtx, or xx an entity xxxx xuxxxxxxxs that guarantees 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 counterpartycounxxxxxxtx, or an xx xn entity that xuxxxxxxxs guarantees 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(f5(h), 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Msac 2006-Nc1)

Rating Agency Downgrade. (i) In the event that any of the Rating Agencies downgrades Morgan Stanley or a replacement counterparty, or an entity entitx xxxx xuxxxxxxxs xxxxxxxees 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 entitx xxxx xxxxxxxees 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He4)

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(f5(h), 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Msac 2006-Nc1)

Rating Agency Downgrade. (i) In the event that any of the Rating Agencies downgrades Morgan Stanley Mxxxxx Sxxxxxx or a replacement counterparty, or an entity xxxx xuxxxxxxxs that guarantees the obligations of Party A or a replacement counterparty, below the Required Swap Counterparty Rating (as defined below) or Moody's or Fitch ’s withdraws its ratings of Morgan Stanley Mxxxxx Sxxxxxx or a replacement counterparty, or an entity that xuxxxxxxxs guarantees 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 ’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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-Nc5)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!