Ratings Confirmation Failure definition

Ratings Confirmation Failure has the meaning specified in Section 7.18(d).
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Ratings Confirmation Failure means the failure of the Servicer to receive the Effective Date Ratings Confirmation in accordance with Section 2.05(b).
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Ratings Confirmation Failure. The failure to obtain a Rating Confirmation.
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Examples of Ratings Confirmation Failure in a sentence

  • If no Ratings Confirmation Failure occurs, to the extent the Collateral Manager has not identified such amounts as Interest Proceeds pursuant to Section 10.4(c), the Trustee shall transfer the amounts on deposit in the Unused Proceeds Account to the Principal Collection Account, and such amounts will be treated as Principal Proceeds and applied in accordance with the Priority of Payments.

  • Any amounts remaining in the Unused Proceeds Account on the twentieth (20th) Business Day after the Effective Date, to the extent not designated as Interest Proceeds and provided that a Ratings Confirmation Failure has not occurred, shall be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments.

  • A restriction that will be satisfied if (a) the sum of the deposits from the Unused Proceeds Account and Principal Proceeds designated as Interest Proceeds pursuant to clause (ix) of the definition of “Interest Proceeds” does not exceed 1.0% of the Effective Date Target Par Amount and (b) the Effective Date Condition is satisfied prior to and after giving effect to such deposits and no Effective Date Ratings Confirmation Failure has occurred and is continuing.

  • In addition, the occurrence of a Ratings Confirmation Failure may adversely impact the price at which the Holders of the Notes or the Preference Shares will be able to sell their Securities.

  • If upon receipt of the Effective Date Ratings Confirmation, no Ratings Confirmation Failure occurs, no Sequential Distribution Date will occur by reason thereof.

  • Therefore, the occurrence of a Ratings Confirmation Failure may result in an early repayment on the Notes but there can be no assurance that Collateral Interest Collections or other Available Funds will be sufficient to pay sufficient principal on the Notes so that the initial ratings of the Notes can be confirmed.

  • On the first Distribution Date, if a Ramp-Up Ratings Confirmation Failure has occurred, Uninvested Proceeds and, as necessary, Interest Proceeds will be applied to the payment of principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class A-3 Notes, fourth, the Class B Notes, pro rata, fifth, the Class C Notes, pro rata, sixth, the Class D Notes, pro rata, and seventh, the Class E Notes, to the extent specified by each Rating Agency in order to obtain a Ratings Confirmation.

  • Any amounts remaining in the Unused Proceeds Account on the 30th Business Day after the Effective Date, to the extent not designated as Interest Proceeds and provided that a Ratings Confirmation Failure has not occurred, shall be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments.

  • If a Ratings Confirmation Failure occurs, the Issuer will be obligated, on the next and succeeding Payment Dates, to pay principal, to the extent of Available Funds in the Collection Account, on the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes, in that order, in the amounts necessary for each Rating Agency to confirm its respective ratings of the Notes assigned on the Closing Date or until such confirmation is received or until each Class of Notes is paid in full.

  • On the first Distribution Date, if a Ramp-Up Ratings Confirmation Failure has occurred, Uninvested Proceeds will be applied to the payment of principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B Notes, pro rata, fourth, the Class C Notes, fifth, the Class D Notes, sixth, the Class E Notes and seventh the Class F Notes to the extent specified by each Rating Agency in order to obtain a Ratings Confirmation.

Related to Ratings Confirmation Failure

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Required Ratings Downgrade Event means that no Relevant Entity has credit ratings at least equal to the Required Ratings Threshold.

  • Ratings Confirmation means, with respect to any action proposed to be taken, a written confirmation from each of the Rating Agencies that such action would not result in (i) a reduction of the rating for any Class of Certificates below the then current rating for such Class of Certificates or (ii) a withdrawal or suspension of the rating of any Class of Certificates.

  • MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);

  • Downgrade Event means, unless otherwise specified on the Cover Sheet, for a Party means that Party’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or becomes no longer rated by either S&P or Moody’s.

  • Ratings Decline Period means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control and (b) the occurrence of a Change of Control and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.

  • GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.

  • Ratings Trigger Event has the meaning set forth in Section 3.14 of the Sale and Servicing Agreement.

  • Rating Downgrade means either:

  • Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Ratings Event means a downgrade by one or more gradations (including gradations within ratings categories as well as between rating categories) or withdrawal of the rating of the Notes within the Ratings Decline Period by two or more Rating Agencies (unless the applicable Rating Agency shall have put forth a written statement to the effect that such downgrade is not attributable in whole or in part to the applicable Change of Control) following which (except in the case of a withdrawal of a rating) the rating of the Notes by each such Rating Agency is below such Rating Agency’s rating of the Notes on the Issue Date.

  • Ratings Decline means the occurrence of the following on, or within 90 days after, the date of the public notice of the occurrence of a Change of Control or of the intention by the Company or any third-party to effect a Change of Control (which period shall be extended for so long as the rating of the securities is under publicly announced consideration for possible downgrade by any of the Ratings Agencies if such period exceeds 90 days): (1) in the event that the Securities have an Investment Grade Rating by all three Ratings Agencies, the Securities cease to have an Investment Grade Rating by two of the three Rating Agencies, (2) in the event that the Securities have an Investment Grade Rating by only two Ratings Agencies, the Securities cease to have an Investment Grade Rating by both such Rating Agencies, or (3) in the event that the Securities do not have an Investment Grade Rating, the rating of the Securities by two of the three Ratings Agencies (or if there are less than three Rating Agencies rating the securities, the rating of each Rating Agency) decreases by one or more gradations (including gradations within ratings categories as well as between rating categories) or is withdrawn.

  • Liquidity Provider Ratings Event means the Liquidity Provider shall fail to maintain at any time short-term debt ratings in one of the two highest ratings categories from the Requisite NRSROs or, if applicable, such other short-term debt ratings as may be required for the VRDP Shares to satisfy the eligibility criteria under Rule 2a-7 under the 1940 Act.

  • Daily Failure Amount means the product of (x) .005 multiplied by (y) the Closing Sale Price of the Common Stock on the applicable Share Delivery Date.

  • Required Ratings Threshold means each of the S&P Required Ratings Threshold and the Moody's Second Trigger Ratings Threshold.

  • Supply Failure shall have the meaning ascribed to it in Section 2.8.

  • S&P Required Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, a long-term unsecured and unsubordinated debt rating from S&P of “BBB+”.

  • Moody’s First Trigger Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A1”.

  • Service Failure means a failure by the Contractor to provide the Services in accordance with any individual service level described above (measured on a monthly/quarterly/annual basis)

  • Registration Failure means that (A) the Company fails to file with the SEC on or before the Filing Deadline (as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, (B) the Company fails to use its best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), of any Registration Statement (as defined in the Registration Rights Agreement) that is required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use its best efforts to keep each such Registration Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) of the Registration Rights Agreement on or before the Additional Filing Deadline or fails to use its best efforts to cause such additional Registration Statement to become effective on or before the Additional Registration Deadline, (D) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement within thirty (30) days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its best efforts to cause such amendment and/or new Registration Statement to become effective within ninety (90) days of the applicable Registration Trigger Date, (E) any Registration Statement required to be filed under the Registration Rights Agreement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company’s failure to file and use its best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Sections 2(a)(ii) or 3(b) of the Registration Rights Agreement, as applicable, or otherwise), or (F) the Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC within twenty five (25) days of the date that such SEC comments are received by the Company.

  • Service Level Failure means a failure to perform the Software Support Services fully in compliance with the Support Service Level Requirements.

  • Rating Confirmation means evidence that no Senior Bond rating in effect from a Rating Agency will be withdrawn or reduced solely as a result of an action to be taken under the Indenture.

  • Volume Failure means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such Volume Failure Measuring Period.

  • Required Ratings [Ratings] Closing Date, Location and Time: ___________ ___, 20___; offices of Cadwalader, Wickersham & Taft, LLP, Xxx Xxxx, New Xxxk; 10:00 a.m. New York City time. Purchase Price for the Offered Certificates: Class Percent of Initial Aggregate ----- Principal Balance -------------------------------- Class A % Classes B-1, B-2 and B-3 % In eaxx xxxx, as offered and sold pursuant to this Terms Agreement, plus accrued interest, if applicable, thereon. Notwithstanding any other provision of the above-referenced Underwriting Agreement, all references to the Registration Statement in the Underwriting Agreement shall be with reference to File No. _________. Subject to the terms and conditions and in reliance upon the representations and warranties set forth in the above-referenced Underwriting Agreement (which is incorporated herein in its entirety and made a part hereof) as supplemented by this Terms Agreement, the Seller agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Seller, the Offered Certificates. The Underwriter has been retained solely to act as underwriter in connection with the sale of the Offered Certificates to investors (including the establishment of the price of the Offered Certificates to investors), and no fiduciary, advisory or agency relationship between Seller and the Underwriter has been created in respect of any of the transactions contemplated by this Terms Agreement, irrespective of whether the Underwriter has advised or is advising Seller on other matters. * * * If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Seller, Wells Fargo Bank, N.A. and the Underwriter. Very truly yours, WELLS FARGO ASSET SECURITIES XORPORATION By: ---------------------------- Name: Title: WELLS FARGO BANK, N.A. By: ---------------------------- Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. HSBC SECURITIES (USA) INC. By: ---------------------------------- Name: Title: Exhibit B SUPPLEMENTAL INFORMATION With respect to any investor, "Supplemental Information" means any of the following types of information, to the extent omitted from the Issuer Free Writing Prospectus:

  • Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;

  • Ratings Spread means, with respect to an SRP Calculation Period, the percentage per annum set forth below opposite the highest applicable credit rating assigned to the VRDP Shares, unless the lowest applicable rating is below A3/A-, in which case the Ratings Spread shall mean the percentage per annum set forth below opposite the lowest applicable credit rating assigned to the VRDP Shares by Moody’s, Fitch or any Other Rating Agency, in each case rating the VRDP Shares at the request of the Fund, on the SRP Calculation Date for such SRP Calculation Period: