Xxxxx’x Downgrade Sample Clauses

Xxxxx’x Downgrade. In the event that a Xxxxx’x Second Trigger Ratings Event occurs and is continuing, Party A shall, as soon as reasonably practicable thereafter, at its own expense and using commercially reasonable efforts, either (i) procure a Permitted Transfer or (ii) obtain an Eligible Guarantee.

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Xxxxx’x Downgrade. If the Counterparty (or another Relevant Entity) fails to satisfy the Xxxxx’x First Trigger Required Ratings, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and Ally Financial of such event and shall, within 30 Local Business Days after the occurrence of such event, at the Counterparty’s sole expense, either: (1) obtain a Substitute Swap Provider acceptable to the Trust and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) and satisfy the Rating Agency Condition. Upon any such replacement of this Transaction with a Substitute Swap Provider, any and all collateral posted by the Counterparty shall be returned to it within one (1) Business Day and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate; or (2) post collateral for the benefit of the Trust in accordance with the Credit Support Annex hereto (“CSA”); or (3) obtain an Eligible Guarantee. Notwithstanding the foregoing, if the Counterparty (or another Relevant Entity) fails to satisfy the Xxxxx’x Second Trigger Required Ratings, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and Ally Financial of such event and shall, within 30 Local Business Days of such failure to satisfy the Xxxxx’x Second Trigger Required Ratings, at the Counterparty’s sole expense, use commercially reasonable efforts to either (a) obtain a Substitute Swap Provider as described in clause (1) above and satisfy the Rating Agency Condition, or (b) obtain an Eligible Guarantee. Following notice to the Trust and before obtaining a Substitute Swap Provider or an Eligible Guarantee, the Counterparty shall also post collateral pursuant to the terms of the CSA until it is replaced by the Substitute Swap Provider or provides an Eligible Guarantee.

Xxxxx’x Downgrade. In the event that a Xxxxx'x Second Level Downgrade occurs and is continuing, Bear Xxxxxxx shall as soon as reasonably practicable thereafter, at its own expense and using commercially reasonable efforts, either (i) procure a Permitted Transfer or (ii) obtain an Eligible Guaranty.

Related to Xxxxx’x Downgrade

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.
No Downgrade Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).
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.
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).
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.
Cooperation with Rating Agencies If the ratings assigned to the Offered Notes by the Rating Agencies are conditional on the delivering of documents or the taking of any other actions by the Depositor, the Depositor will deliver those documents and take those actions.
Moody’s Xxxxx’x Investors Service, Inc. and its successors.
Rating The Notes can be issued without the requirement that they have any rating from a nationally recognized statistical rating organization.
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.