Qualifying Substitute Arrangement definition

Qualifying Substitute Arrangement means one of the following arrangements satisfactory to Party B: (i) providing Credit Support to Party B and procure a Ratings Reaffirmation or (ii) procuring a Replacement Transaction and a Ratings Reaffirmation or (iii) satisfying any other remedy permitted by the applicable Rating Agency and procure a Ratings Reaffirmation.
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Qualifying Substitute Arrangement means, with respect to the Class A Notes, Class B Notes or Class C Notes, as applicable, any interest rate swap agreement that shall have satisfied the Rating Agency Condition or any other hedging arrangement or alternative arrangement that shall have satisfied the Rating Agency Condition in the event of the termination of any Class A Swap, Class B Swap or Class C Swap.
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Qualifying Substitute Arrangement means any arrangement satisfactory to the Rating Agencies, including collateral, guarantees or letters of credit, which arrangement will result in the Rating Agencies not reducing or withdrawing the rating in effect of the Series 1997-2 Certificates outstanding immediately prior to the Downgrade.
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Examples of Qualifying Substitute Arrangement in a sentence

  • If Party A fails to enter into a Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party.

  • If Party A fails to enter into a Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party; In addition, if at any time the unsecured debt rating of Party A is withdrawn or reduced below “BBB-” (long term) by S&P, then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies.

  • If Party A fails to enter into a Qualifying Substitute Arrangement within 10 Business Days pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party.

  • Party B shall then, at its own expense, (in consultation with Party A), (1) within 30 days of the date of such Downgrade if Xxxxx'x is the downgrading Rating Agency or (2) promptly after such Downgrade if S&P is the downgrading Rating Agency, enter into a "Qualifying Substitute Arrangement" (as defined below) to assure performance by Party B of its obligations under the Transactions.

  • At any time during the continuance of an S&P Approved Ratings Downgrade, in addition to complying with the Credit Support Annex, Party A may, at its own expense, subject to Part 5(r), enter into any other “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the Transactions and upon procurement of such Qualifying Substitute Arrangement, Party A will no longer have to post any collateral.

  • Failure by Party A to enter into a Qualifying Substitute Arrangement pursuant to this provision shall be an Additional Termination Event in which Party A is the sole Affected Party.

  • Party A shall then, at its own expense, (in consultation with Party B), within 30 days of the date of the Downgrade, enter into a "Qualifying Substitute Arrangement" (as defined below) to assure performance by Party A of its obligations under the Transactions.

  • Party A shall then, at its own expense, within 30 days of the date of the Downgrade, enter into a "Qualifying Substitute Arrangement" (as defined below) to assure performance by Party A of its obligations under the Transactions.


More Definitions of Qualifying Substitute Arrangement

Qualifying Substitute Arrangement means any arrangement satisfactory to the Rating Agencies, including (i) procuring a Letter of Credit Transaction with terms reasonably satisfactory to Party A and procuring a Ratings Reaffirmation; (ii) electing in writing to the Servicer to pledge collateral subject to the terms of an ISDA Credit Support Annex to be negotiated between the parties at such time and, if Xxxxx'x is the downgrading Rating Agency, such collateral posted shall be equal to the daily xxxx-to-market value of the Transactions, if S&P is the downgrading Ratings Agency, (1) such collateral posted shall be an amount equal to the greater of (a) the xxxx-to-market value of the Transactions, (b) the amount owed by Party B on the next succeeding Payment Date and (c) one percent (1%) of the outstanding Notional Amount of each Transaction, (2) Party B must post collateral pursuant to this sub-paragraph (ii) if it has failed to satisfy the requirements under (i), (iii) or (iv) of this paragraph within 30 days of such Downgrade and (3) Party B shall remain obligated to take such action to satisfy the requirements set forth in (i), (iii) or (iv) of this paragraph; (iii) procuring a Replacement Transaction with terms reasonably satisfactory to Party A which replaces all Transactions outstanding under this Agreement with Transactions on identical terms and procuring a Ratings Reaffirmation; or (iv) taking such other action (if any) as the downgrading Rating Agency shall require to nullify the effect of such Downgrade on the ratings on the Notes and procuring a Ratings Reaffirmation. Notwithstanding the previous sentence, if Party B's (a) long-term unsecured debt rating by Xxxxx'x is reduced to "A2" or below where Party B has only a long-term unsecured debt rating or (b) long-term and short-term unsecured debt rating by Xxxxx'x is reduced to "A3" or below or "P-2" or below, respectively, where Party B has both a long-term and a short-term debt rating, Party B must find a Replacement Transaction pursuant to sub-paragraph (iii) above.
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Qualifying Substitute Arrangement means one of the following arrangements: (i) providing an unconditional guaranty or letter of credit to Party B covering all of the obligations under this Agreement and all Transactions hereunder in which the guarantor or provider of the applicable letter of credit satisfies the Counterparty Ratings Requirement or (ii) procuring a Replacement Transaction which replaces all Transactions outstanding under this Agreement with Transactions on identical terms, in either (i) or (ii) in satisfaction of the Rating Agency Conditions.
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Qualifying Substitute Arrangement means, with respect to the Class A Notes, Class B Notes or Class C Notes, as applicable, any interest rate swap agreement that shall have satisfied the Rating Agency Condition or any other hedging arrangement or alternative arrangement that shall have satisfied the Rating Agency Condition in the event of the termination of any Class A Swap or Class C Swap.
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Qualifying Substitute Arrangement shall include, without limitation, any arrangement satisfactory to the relevant rating agency, including collateral, guarantees or letters of credit. In the event that Party A fails to satisfy its obligations under either (i) or (ii) above, Party B shall have the option, exercisable in its discretion, within ten (10) Business Days following the date of expiry of the sixty (60) day period after the date of the Downgrade, to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with Party A as the Affected Party. For the
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Qualifying Substitute Arrangement. (as defined in the Interest Rate Swap Agreement). Upon receipt of notice of any such reduction or withdrawal, the Trustee, at the direction of the Servicer, shall, unless such a substitute or Qualifying Substitute Arrangement has theretofore been established or obtained, use its best efforts (or, if the Trustee is acting as successor Servicer, commercially reasonable efforts) to establish or obtain or cause the affected Counterparty to establish or obtain, with respect to each such Interest Rate Swap Agreement, a replacement Interest Rate Swap Agreement or Qualifying Substitute Arrangement; provided, however, that in the event at any time any Qualifying Substitute Arrangement established pursuant to this Section 3A or pursuant to the applicable Interest Rate Swap Agreement shall cease to be satisfactory to the Rating Agency or shall terminate prior to the Series Termination Date, then the provisions of this Section 3A shall again be applied and in connection therewith the 30-day period referred to above shall commence on the date the Servicer receives notice of such cessation or termination, as the case may be.
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Related to Qualifying Substitute Arrangement

  • Qualifying Substitute Mortgage Loan In the case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement, a Mortgage Loan that, on the date of such substitution, (i) has an outstanding Scheduled Principal Balance (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Scheduled Principal Balance), after application of all Scheduled Payments due during or prior to the month of substitution, not in excess of, and not more than 5% less than, the outstanding Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) has a Mortgage Rate not less than the Mortgage Rate on the Deleted Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate not less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if applicable, has a minimum Mortgage Rate not less than the minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if applicable, has a gross margin equal to or greater than the gross margin of the Deleted Mortgage Loan, (vi) is not a Cooperative Loan unless the related Deleted Mortgage Loan was a Cooperative Loan, (vii) if applicable, has a next adjustment date not later than the next adjustment date on the Deleted Mortgage Loan, (viii) has the same Due Date as the Deleted Mortgage Loan, (ix) has a remaining stated term to maturity not longer than 18 months and not more than 18 months shorter than the remaining stated term to maturity of the related Deleted Mortgage Loan, (x) is current as of the date of substitution, (xi) has a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xii) has been underwritten by a Transferor in accordance with the same underwriting criteria and guidelines as the Deleted Mortgage Loan, (xiii) has a risk grading determined by the Seller at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xiv) is secured by the same property type as the Deleted Mortgage Loan, (xv) conforms to each representation and warranty applicable to the Deleted Mortgage Loan made in the Mortgage Loan Sale and Assignment Agreement, (xvi) has the same or higher lien position as the Deleted Mortgage Loan, (xvii) is covered by a Primary Mortgage Insurance Policy if the Deleted Mortgage Loan was so covered and (xviii) contains provisions covering the payment of Prepayment Premium by the Mortgagor for early prepayment of the Mortgage Loan at least as favorable as the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate Scheduled Principal Balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the risk gradings described in clause (xiii) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (ix) hereof shall be determined on the basis of weighted average remaining term to maturity, the Loan-to-Value Ratios described in clause (xi) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xv) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Qualifying Facility means an electric energy generating facility that complies with the qualifying facility definition established by PURPA and any FERC rules as amended from time to time (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing PURPA and, to the extent required to obtain or maintain Qualifying Facility status, is self-certified as a Qualifying Facility or is certified as a Qualified Facility by the FERC.

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Going Private Transaction means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Change in Control Protection Period means the period commencing on the date a Change in Control occurs and ending on the first anniversary of such date.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Qualifying Period means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in the Schedule to these Terms;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Qualifying Asset in relation to any Project Financing means:

  • Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

  • Change of Control Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

  • Qualifying job means a permanent full-time job that:

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Qualifying Notes means, with respect to each applicable series of senior preferred debt securities, each series of senior non preferred debt securities and each series of subordinated debt securities, at any time, any securities issued directly by Banco Santander that have terms not otherwise materially less favorable to the holders of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series than the terms of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series, as applicable, provided that Banco Santander shall have delivered a certificate signed by two directors of Banco Santander to that effect to the Trustee not less than five Business Days prior to (x) in the case of a substitution of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the issue date of the relevant securities or (y) in the case of a variation of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the date such variation becomes effective, provided that such securities shall:

  • Optional Extended Local Calling Scope Arrangement Traffic is traffic that under an optional Extended Local Calling Scope Arrangement chosen by the Customer terminates outside of the Customer’s basic exchange serving area.