Ratings Decline Sample Clauses

Ratings Decline. If at any time prior to the date Counterparty receives “Shareholder Approval” (as defined in the Indenture) the long term, unsecured and unsubordinated indebtedness of Dealer is rated Ba1 or lower by ▇▇▇▇▇’▇ or BB+ or lower by S&P (any such rating, a “Ratings Downgrade”), then Counterparty may, at any time following the occurrence and during the continuation of such Ratings Downgrade and prior to the date Counterparty receives “Shareholder Approval” (as defined in the Indenture), provide written notice to Dealer specifying that it elects for this Section 9(g) to apply (a “Trigger Notice”). Upon receipt by Dealer of a Trigger Notice from Counterparty, Dealer shall promptly elect that either (i) the parties shall negotiate in good faith terms for collateral arrangements pursuant to which Dealer is required to provide collateral (including, but not limited to, equity or equity-linked securities issued by Counterparty), until Counterparty receives “Shareholder Approval” (as defined in the Indenture), to Counterparty in respect of the Transaction with a value equal to the full ▇▇▇▇-to-market exposure of Counterparty under the Transaction, as determined by Dealer in a good faith commercially reasonable manner, or (ii) an Additional Termination Event shall occur and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, and (B) the Transaction shall be the sole Affected Transaction. For the avoidance of doubt, this Section 9(g) shall not apply from and after the date Counterparty receives “Shareholder Approval” (as defined in the Indenture).

Ratings Decline. If any Ratings Decline occurs, the Guarantor shall provide written notice thereof to the Lessor, the Indenture Trustee, the Servicer and each Certificateholder within 10 days thereafter and shall cause an Additional Guaranty or a Qualified Letter of Credit satisfying the requirements set forth below to be provided to the Indenture Trustee (as assignee of the Lessor's rights under the Lease) within 30 days after such Ratings Decline. Any failure to provide such Additional Guaranty or Qualified Letter of Credit within such 30-day period shall constitute a Lease Event of Default. In the event that the Guarantor regains Acceptable Debt. Ratings, and provided that no Lease Default or Lease Event of Default shall exist at the time of either such notice or such release, the Guarantor may, upon at least thirty (30) days' prior written notice to the Lessor, the Indenture Trustee, the Servicer and each Certificateholder, obtain the release of such Additional Guaranty or Qualified Letter of Credit, as the case may be, by delivering to the Lessor, the Indenture Trustee, the Servicer and each Certificateholder satisfactory evidence that the Guarantor has regained Acceptable Debt Ratings. In the event of a Ratings Decline occurring after such release, the provisions of this Section 9(c) requiring the delivery of an Additional Guaranty or a Qualified Letter of Credit shall again apply. In addition, at any time that an Additional Guaranty or a Qualified Letter of Credit shall be in effect, the Guarantor may, upon at least thirty (30) days' prior written notice to the Lessor, the Indenture Trustee (as assignee of the Lessor's rights under the Lease), the Servicer and each Certificateholder, substitute an Additional Guaranty or a Qualified Letter of Credit for the Additional Guaranty or the Qualified Letter of Credit then outstanding pursuant hereto, provided that no Lease Default or Lease Event of Default shall exist at the time of any such notice or substitution.

Ratings Decline. If at any time the long term, unsecured and unsubordinated indebtedness of Nomura is rated Below Investment Grade by at least two of ▇▇▇▇▇’▇, Fitch and S&P (a “Ratings Downgrade”), then Counterparty may, at any time following the occurrence and during the continuation of such Ratings Downgrade, provide written notice to Nomura specifying that it elects for this Section 9(f) to apply (a “Trigger Notice”). Upon receipt by Nomura of a Trigger Notice from Counterparty, Nomura will use its commercially reasonable efforts to transfer or assign the Transaction to a third party in accordance with Section 9(e)(ii), and if Nomura is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Nomura within a commercially reasonable period of time following such Trigger Notice, an Additional Termination Event shall occur and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Nomura shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Below Investment Grade” means (x) with respect to Moody’s, a rating of Ba1 or lower and (y) with respect to S&P or Fitch, a rating of BB+ or lower.

Ratings Decline. Subsequent to each Applicable Time, there shall not have been any decrease in the rating of any of the debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

Ratings Decline. The company and the Investor will consult with each other prior to termination of the Voting Agreement under the circumstances contemplated by Section 8.2 thereof and, after such consultation, the Company will consult with Investor prior to taking any action that would be reasonably likely to result in a Ratings Decline (as defined in the 2014 Notes Indenture) and shall take no such action to which the Investor has reasonably objected.