Ratings Decline Sample Clauses

Ratings Decline. If at any time the long term, unsecured and unsubordinated indebtedness of Dealer is rated Ba1 or lower by Xxxxx’x or BB+ or lower by S&P (any such rating, a “Ratings Downgrade”), then Counterparty may, at any time following the occurrence and during the continuation of such Ratings Downgrade, provide written notice to Dealer specifying that it elects for this Section 9(f) to apply (a “Trigger Notice”). Upon receipt by Dealer of a Trigger Notice from Counterparty, Dealer shall promptly elect that either (i) the parties shall negotiate in good faith terms for collateral arrangements pursuant to which Dealer is required to provide collateral (including, but not limited to, equity or equity-linked securities issued by Counterparty) to Counterparty in respect of the Transaction with a value equal to the full xxxx-to-market exposure of Counterparty under the Transaction, as determined by Dealer in a good faith commercially reasonable manner, or (ii) an Additional Termination Event shall occur and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, and (B) the Transaction shall be the sole Affected Transaction.
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Ratings Decline. If at any time prior to the date Counterparty receives “Shareholder Approval” (as defined in the Indenture) the long term, unsecured and unsubordinated indebtedness of Dealer is rated Ba1 or lower by Xxxxx’x or BB+ or lower by S&P (any such rating, a “Ratings Downgrade”), then Counterparty may, at any time following the occurrence and during the continuation of such Ratings Downgrade and prior to the date Counterparty receives “Shareholder Approval” (as defined in the Indenture), provide written notice to Dealer specifying that it elects for this Section 9(g) to apply (a “Trigger Notice”). Upon receipt by Dealer of a Trigger Notice from Counterparty, Dealer shall promptly elect that either (i) the parties shall negotiate in good faith terms for collateral arrangements pursuant to which Dealer is required to provide collateral (including, but not limited to, equity or equity-linked securities issued by Counterparty), until Counterparty receives “Shareholder Approval” (as defined in the Indenture), to Counterparty in respect of the Transaction with a value equal to the full xxxx-to-market exposure of Counterparty under the Transaction, as determined by Dealer in a good faith commercially reasonable manner, or (ii) an Additional Termination Event shall occur and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, and (B) the Transaction shall be the sole Affected Transaction. For the avoidance of doubt, this Section 9(g) shall not apply from and after the date Counterparty receives “Shareholder Approval” (as defined in the Indenture).
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Ratings Decline. If any Ratings Decline occurs, the Guarantor shall ---------------- provide written notice thereof to the Lessor, the Indenture Trustee, the Servicer and each Certificateholder within 10 days thereafter and shall cause an Additional Guaranty or a Qualified Letter of Credit satisfying the requirements set forth below to be provided to the Indenture Trustee (as assignee of the Lessor's rights under the Lease) within 30 days after such Ratings Decline. Any failure to provide such Additional Guaranty or Qualified Letter of Credit within such 30-day period shall constitute a Lease Event of Default. In the event that the Guarantor regains Acceptable Debt Ratings, and provided that no Lease Default or Lease Event of Default shall exist at the time of either such notice or such release, the Guarantor may, upon at least thirty (30) days' prior written notice to the Lessor, the Indenture Trustee, the Servicer and each Certificateholder, obtain the release of such Additional Guaranty or Qualified Letter of Credit, as the case may be, by delivering to the Lessor, the Indenture Trustee, the Servicer and each Certificateholder satisfactory evidence that the Guarantor has regained Acceptable Debt Ratings. In the event of a Ratings Decline occurring after such release, the provisions of this Section 9(c) requiring the delivery of an Additional Guaranty or a Qualified Letter of Credit shall again apply. In addition, at any time that an Additional Guaranty or a Qualified Letter of Credit shall be in effect, the Guarantor may, upon at least thirty (30) days' prior written notice to the Lessor, the Indenture Trustee (as assignee of the Lessor's rights under the Lease), the Servicer and each Certificateholder, substitute an Additional Guaranty or a Qualified Letter of Credit for the Additional Guaranty or the Qualified Letter of Credit then outstanding pursuant hereto, provided that no Lease Default or Lease Event of Default shall exist at the time of any such notice or substitution.
Sample 1
Ratings Decline. Subsequent to each Applicable Time, there shall not have been any decrease in the rating of any of the debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
Sample 1
Ratings Decline. The company and the Investor will consult with each other prior to termination of the Voting Agreement under the circumstances contemplated by Section 8.2 thereof and, after such consultation, the Company will consult with Investor prior to taking any action that would be reasonably likely to result in a Ratings Decline (as defined in the 2014 Notes Indenture) and shall take no such action to which the Investor has reasonably objected.
Sample 1
Ratings Decline. If at any time the long term, unsecured and unsubordinated indebtedness of Dealer is rated lower than Baa3 by Moody’s and lower than BBB- by S&P (any such rating, a “Ratings Downgrade”), then Counterparty may, at any time following the occurrence and during the continuation of such Ratings Downgrade, provide written notice to Dealer specifying that it elects for this provision to apply (a “Trigger Notice”). Upon receipt by Dealer of a Trigger Notice from Counterparty, Dealer shall promptly elect that either (i) the parties shall negotiate in good faith terms for collateral arrangements (including, at Dealer’s election, custody by a third party) pursuant to which Dealer is required to provide collateral (including, but not limited to, equity or equity-linked securities issued by Counterparty) to Counterparty in respect of the Transaction with a value equal to the full mark-xx-market exposure of Counterparty under the Transaction, as determined by Dealer in a good faith commercially reasonable manner, or (ii) an Additional Termination Event shall occur and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, and (B) the Transaction shall be the sole Affected Transaction. If requested by Counterparty at any time following the Premium Payment Date, the parties shall commence negotiation of documentation for such collateral arrangements.
Sample 1
Ratings Decline. If at any time the long term, unsecured and unsubordinated indebtedness of Nomura is rated Below Investment Grade by at least two of Xxxxx’x, Fitch and S&P (a “Ratings Downgrade”), then Counterparty may, at any time following the occurrence and during the continuation of such Ratings Downgrade, provide written notice to Nomura specifying that it elects for this Section 9(f) to apply (a “Trigger Notice”). Upon receipt by Nomura of a Trigger Notice from Counterparty, Nomura will use its commercially reasonable efforts to transfer or assign the Transaction to a third party in accordance with Section 9(e)(ii), and if Nomura is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Nomura within a commercially reasonable period of time following such Trigger Notice, an Additional Termination Event shall occur and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Nomura shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Below Investment Grade” means (x) with respect to Moody’s, a rating of Ba1 or lower and (y) with respect to S&P or Fitch, a rating of BB+ or lower.
Sample 1
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Related to Ratings Decline

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Ratings Letters The Depositor will have received ratings letters from the Rating Agencies that assign the ratings to the Offered Notes at least as high as the ratings stated in the Terms Annex.

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

  • Special Notices to the Rating Agencies (a) The Depositor shall give prompt notice to the Rating Agencies of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Section 11.03; (ii) any Assignment by the Master Servicer of its rights hereunder or delegation of its duties hereunder; (iii) the occurrence of any Event of Default described in Section 6.14; (iv) any notice of termination given to the Master Servicer pursuant to Section 6.14 and any resignation of the Master Servicer hereunder; (v) the appointment of any successor to any Master Servicer pursuant to Section 6.14; and (vi) the making of a final payment pursuant to Section 7.02. (b) All notices to the Rating Agencies provided for this Section shall be in writing and sent by first class mail, telecopy or overnight courier, as follows: If to S&P, to: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Mortgage Surveillance If to Moody’s, to: Xxxxx’x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: ABS Monitoring Department (c) The Trustee shall provide or make available to the Rating Agencies reports prepared pursuant to Section 4.03. In addition, the Trustee shall, at the expense of the Trust Fund, make available to each Rating Agency such information as such Rating Agency may reasonably request regarding the Certificates or the Trust Fund, to the extent that such information is reasonably available to the Trustee.

  • Rating Agency Notifications Notwithstanding any other provision of this Agreement, no Early Termination Date shall be effectively designated hereunder by Party B and no transfer of any rights or obligations under this Agreement shall be made by either party unless each Swap Rating Agency has been given prior written notice of such designation or transfer.

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