Substitution Event Sample Clauses

Substitution Event. If at any time the unsecured, unsubordinated long-term obligations, or equivalent, of BSFP, shall be rated A+ or below by S&P or A1 or below by Moody's, and within ten (10) business days following the issuance of such a rating, BSFP, using its good faith efforts, fails to find a person acceptable to the Counterparty, which acceptance shall not be unreasonably withheld, to whom all of BSFP's interests and obligations under this Agreement shall be assigned at no cost to the Counterparty, and following which BSFP shall be released from all further obligations under this Agreement, then, notwithstanding paragraph (i) below, such failure shall constitute an Additional Termination Event with BSFP as the Affected Party."
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Substitution Event. If at any time the long-term senior unsecured deposit ratings of Remaining Party shall be rated below "____" by Standard & Poor's Ratings Service, below
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Substitution Event. If at any time the long-term senior unsecured deposit ratings of Remaining Party shall be rated below "BBB+" by Standard & Poor's Ratings Service, below "Baa1" by Xxxxx'x Investors Service, Inc. and below "BBB+" by Fitch, Inc., and within ten (10) Local Business Days following the publication date(s) of such ratings, Remaining Party, using its good faith efforts, fails to find an entity acceptable to the Transferee, as directed in writing by the Master Servicer, which acceptance shall not be unreasonably withheld or delayed, to whom all of Remaining Party's interests and obligations under this Agreement shall be assigned at no cost to the Transferee, and following which Remaining Party shall be released from all further obligations under this Agreement, then, at the option of the Transferee, such failure shall constitute an Additional Termination Event with Remaining Party as the Affected Party.
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Substitution Event. If a Regulatory Event occurs, the Company Preferred Securities shall be exchanged for Non-Cumulative Capital Securities as provided in Section 10.03 of the LLC Agreement (a "Substitution Event"). Upon the occurrence of a Substitution Event: (i) the Trust will, contemporaneously with the exchange of the Company Preferred Securities for Non-Cumulative Capital Securities, procure the delivery directly to each Holder of the Trust Preferred Securities of those Non-Cumulative Capital Securities for which corresponding amounts of the Company Preferred Securities are exchanged; (ii) following the exchange of the Company Preferred Securities for Non-Cumulative Capital Securities, as provided above and in Section 10.03 of the LLC Agreement, the Regular Trustees shall dissolve the Trust pursuant to Section 9.01 of this Agreement; and (iii) each relevant Holder of the Trust Preferred Securities will be obliged to pay any taxes arising by reference to any disposal or deemed disposal of a Company Preferred Security or a Trust Preferred Security in connection with such exchange.
Sample 1
Substitution Event. If Counterparty's S&P short term rating drops below `A-1,' then Counterparty shall endeavor to find a replacement counterparty (acceptable to MBIA) promptly. Counterparty shall continue to perform its obligation until a suitable substitute acceptable to MBIA is in place. The cost to find a substitute should be borne by Counterparty. If, after 30 days, it still has not found a substitute, and until a replacement is in place, Counterparty shall post the greatest of:
Sample 1
Substitution Event. Borrower may, in its sole discretion, add additional collateral or Substitute Collateral (as defined below) to the collateral covered by the LOC Agreement at any time it deems fit (a “Borrower Collateral Substitution”), provided that any such Substitute Collateral has a fair market value at least equal to the outstanding balance of the Notes at the time of substitution. Moreover, in the event any Default Dispute arises prior to and remains unresolved as of the Default Notice Date, or Borrower delivers to Escrow Agent a Default Dispute after the Default Notice Date but prior to the conclusion of the applicable Standstill Period (each, together with a Borrower Collateral Substitution, a “Substitution Event”), Borrower shall, prior to the Release Date, (A) extend the Letter of Credit until such date as the Default Dispute is finally resolved, (B) deposit cash with the Escrow Agent in an amount equal to the remaining amounts owing under the Notes, or (C) substitute and deposit with Escrow Agent new collateral as security for the Notes with a fair market value equal to or in excess of the remaining amounts owing under the Notes, as determined in the sole and reasonable discretion of Borrower (it being understood and agreed by each of Lender and Borrower that Escrow Agent shall have no obligation to determine the adequacy or value of such new collateral) (any of the above, the “Substitute Collateral”). In the event Escrow Agent receives Substitute Collateral pursuant to a Substitution Event, Escrow Agent shall (1) immediately notify Lender of its receipt thereof, (2) immediately surrender the original of the Letter of Credit to Borrower, and (3) hold the Substitute Collateral until the later of the final resolution of the Default Dispute (subject to Escrow Agent’s right to interplead the same into the Third Judicial District Court of the State of Utah) or the Release Date.
Sample 1
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Substitution Event. If at any time the unsecured, unsubordinated long-term obligations, or equivalent, of BSFP, shall be rated A+ or below by S&P or A1 or below by Moody's, and within ten (10) businxxx xxxs following the issuance of such a rating, BSFP, using its good faith efforts, fails to find a person acceptable to the Counterparty, which acceptance shall not be unreasonably withheld, to whom all of BSFP's interests and obligations under this Agreement shall be assigned at no cost to the Counterparty, and following which BSFP shall be released from all further obligations under this Agreement, then, at the option of the Counterparty, such failure shall constitute an Additional Termination Event with BSFP as the Affected Party." (b) Section 6 of the Confirmation and Agreement is amended by adding at the end thereof the following subsections:
Sample 1
Substitution Event. If at any time the long-term senior unsecured deposit ratings of Remaining Party shall be rated below "____" by Standard & Poor's Ratings Service, below "____" by Moody's Investors Service, Inc., xxx xelow "____" by Fitch, Inc., and within ten (10) Local Business Days following the publication date(s) of such ratings, Remaining Party, using its good faith efforts, fails to find an entity acceptable to the Assignee, which acceptance shall not be unreasonably withheld or delayed, to whom all of Remaining Party's interests and obligations under this Agreement shall be assigned at no cost to the Assignee, and following which Remaining Party shall be released from all further obligations under this Agreement, then, at the option of the Assignee, such failure shall constitute an Additional Termination Event with Remaining Party as the Affected Party.
Sample 1

Related to Substitution Event

  • Termination Event If any of the following events (each a "Termination Event") shall occur: (a) default is made by the Administrator in the payment on the due date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of five London Business Days after the Administrator becoming aware of such default; (b) default is made by the Administrator in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which , the Security Trustee having been informed thereof as specified below in this sub-clause, is materially prejudicial to the interests of the holders of the First Issuer Notes and any New Notes from time to time and such default continues unremedied for a period of twenty (20) days after the Administrator becoming aware of such default, provided however that where the relevant default occurs as a result of a default by any person to whom the Administrator has sub-contracted or delegated part of its obligations hereunder, such default shall not constitute a Termination Event if within such twenty (20) day period the Administrator replaces the relevant sub-contractor or delegate with an entity capable of remedying such default or alternatively indemnifies the Mortgages Trustee and the Beneficiaries against the consequences of such default; (c) the Administrator at any time fails to obtain the necessary license or regulatory approval required by any UK mortgage regulatory regime which would be required in order to enable it to continue administering the Mortgage Loans; or (d) the Administrator becomes subject to an Insolvency Event, then the Mortgages Trustee and/or Funding and the Security Trustee may at once or at any time thereafter while such default continues, by notice in writing to the Administrator, terminate its appointment as Administrator under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. Upon termination of the Administrator, the Security Trustee shall use its reasonable endeavours to appoint a substitute Administrator that satisfies the conditions set forth in Clause 19.2(c), (d) and (e), provided that in the event the Security Trustee has not, having used reasonable endeavours, appointed a substitute Administrator, the Security Trustee shall have no liability to any person and, notwithstanding any other provision of the Transaction Documents, shall not itself be required to perform any duties of the Administrator.

  • Termination Event; Notice (a) The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including the Holders’ obligation and right to purchase and receive shares of Common Stock and to receive accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)), shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred. In the event of such a termination of the Purchase Contracts as a result of a Termination Event, Holders of such Purchase Contracts will not have a claim in bankruptcy under the Purchase Contract with respect to the Company’s issuance of shares of Common Stock or the right to receive Contract Adjustment Payments. (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes (or security entitlements with respect thereto) underlying the Applicable Ownership Interests in Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, and any other Collateral, in each case, in accordance with the provisions of Section 3.15. Upon the occurrence of a Termination Event, (i) the Company shall promptly thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register and (ii) the Collateral Agent shall, in accordance with Section 3.15, release the Notes (or security entitlements with respect thereto) underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of each Corporate Unit or the Treasury Securities forming a part of each Treasury Unit, as the case may be, and any other Collateral from the Pledge.

  • Additional Disruption Events Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • Liquidation Events (a) In the event of (i) any Casualty to all or any portion of the Properties, (ii) any Condemnation of all or any portion of the Properties, or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

  • Servicer Termination Events For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

  • Termination Events If the Early Termination Date results from a Termination Event:—

  • Consequences of a Servicer Termination Event If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

  • Dissolution Events The Company shall be terminated and dissolved at such time or upon the happening of such events as shall be determined by the Member.

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