Substitution Event Clause Samples

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."

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

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 ▇▇▇▇▇'▇ 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.

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.

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:

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) busin▇▇▇ ▇▇▇s 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:

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.

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 Moody's Investors ▇▇▇▇▇▇e, 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.