Qualifying Hedge Counterparty definition

Qualifying Hedge Counterparty means (i) a counterparty which at all times satisfies all then applicable counterparty criteria of S&P or Moody’s for eligibility to serve as counterparty under a structured finance transaction rated “A+”, in the case of S&P or “A1”, in the case of Moody’s or (ii) an affiliate of any Funding Agent (in which case rating agency counterparty criteria shall not be applicable).

Qualifying Hedge Counterparty means a counterparty which at all times satisfies all then applicable counterparty criteria of S&P or Xxxxx’x for eligibility to serve as counterparty under a structured finance transaction rated “[***]”, in the case of S&P or “[***]”, in the case of Xxxxx’x, provided that, for the avoidance of doubt, the parties hereto agree that as of the Second Amendment and Restatement Date, Credit Suisse International meets such requirement and will continue to constitute a Qualifying Hedge Counterparty hereunder so long as it continues to meet such requirement.

Qualifying Hedge Counterparty means (i) a counterparty which at all times satisfies all then applicable counterparty criteria of S&P or Xxxxx’x for eligibility to serve as counterparty under a structured finance transaction rated “[***]”, in the case of S&P or “[***]”, in the case of Xxxxx’x that has executed a Qualifying Hedge Counterparty Joinder or (ii) a Lender, a Funding Agent, or an Affiliate of any Lender or Funding Agent (in which case rating agency counterparty criteria shall not be applicable and no Qualifying Hedge Counterparty Joinder shall be necessary).

Examples of Qualifying Hedge Counterparty in a sentence

• Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender and each Qualifying Hedge Counterparty waives.

• Each Lender, each Funding Agent and each Qualifying Hedge Counterparty agrees that no Lender, no Funding Agent and no Qualifying Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Lenders, the Funding Agents and each Qualifying Hedge Counterparty upon the terms of the Transaction Documents.

• The Agent shall have no implied duties or fiduciary duties to the Funding Agents, the Lenders or to any Qualifying Hedge Counterparty, or any obligation to the Funding Agents, the Lenders or any Qualifying Hedge Counterparty to take any action hereunder or under any of the other Transaction Documents except any action specifically provided by the Transaction Documents required to be taken by the Agent.

• The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Funding Agents, the Lenders or any Qualifying Hedge Counterparty and all matters pertaining to the Agent’s duties hereunder and under any other Transaction Document.

• Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents.

More Definitions of Qualifying Hedge Counterparty

Qualifying Hedge Counterparty means (i) a counterparty which at all times satisfies all then applicable counterparty criteria of S&P or Xxxxx’x for eligibility to serve as counterparty under a structured finance transaction rated “[***]”, in the case of S&P or “[***]”, in the case of Xxxxx’x or (ii) an affiliate of any Funding Agent (in which case rating agency counterparty criteria shall not be applicable), provided that, for the avoidance of doubt, the parties hereto agree that as of the Second Amendment and Restatement Date, Credit Suisse International meets such requirement and will continue to constitute a Qualifying Hedge Counterparty hereunder so long as it continues to meet such requirement.

Qualifying Hedge Counterparty means (a) DZ Bank or (b) any other financial institution that is in the business of entering into interest rate swap transactions or interest rate cap transactions, is acceptable to the Agent and has a short-term debt rating of at least “A-1” from S&P and “P-1” from Xxxxx’x and a long-term debt rating of at least “A” from S&P and “A2” from Xxxxx’x.

Qualifying Hedge Counterparty means a counterparty to a Hedging Agreement that is, at the time of entry into a Hedging Agreement, a JMLA or a Lender.

Qualifying Hedge Counterparty means (i) Credit Suisse International, (ii) a Lender or any Affiliate of a Lender or (iii) a counterparty the senior unsecured debt obligations or senior deposits of which are rated at least “A+”, in the case of S&P or at least “A1”, in the case of Xxxxx’x; provided that clause (i) of this definition shall only be applicable to Hedge Agreements entered into prior to the Fourth Amendment Effective Date. “Qualifying Takeout Transaction” means a Takeout Transaction that results in a reduction of the Aggregate Outstanding Advances by an amount equal to [***]. “Qualifying Tax Credit Purchaser” means (i) a Tax Credit Purchaser the senior unsecured debt obligations or senior deposits of which are rated, or the long term insurer financial strength of which is rated at least (x) as of the date the related Tax Credit Sale Contract is entered into (or, if later, the date on which the related Tax Equity Fund is first included in the Borrowing Base), “BBB” (and, if rated less “A”, with a stable or positive outlook), in the case of S&P or Fitch or “Baa2” (and, if rated less “A2”, with a stable or positive outlook), in the case of Xxxxx’x and (y) at all other times, “BBB-” (and, if rated less “A”, with a stable or positive outlook), in the case of S&P or Fitch or “Baa3” (and, if rated less “A2”, with a stable or positive outlook), in the case of Xxxxx’x, (ii) a Tax Credit Purchaser whose obligations under the Tax Credit Sale Contract are fully and unconditionally guaranteed by a Person the senior unsecured debt obligations or senior deposits of which are rated, or the long term insurer financial strength of which is rated at least (x)

Qualifying Hedge Counterparty means (i) Credit Suisse International, (ii) a Lender or any Affiliate of a Lender or (iii) a counterparty the senior unsecured debt obligations or senior deposits of which are rated “A+”, in the case of S&P or “A1”, in the case of Moody’s; provided that clause (i) of this definition shall only be applicable to Hedge Agreements entered into prior to the Fourth Amendment Effective Date. A-39

Qualifying Hedge Counterparty means (a) KeyBank or (b) such other financial institution reasonably approved by the Agent and having its long term unsecured debt obligations rated at least AA- by S&P and Aa3 by Moody’s.

Qualifying Hedge Counterparty means (i) a Lender or any Affiliate of a Lender (or any Hedge Counterparty that was a Lender or Affiliate of a Lender at the time of entering into a Hedge Agreement) or (ii) for any Hedge Counterparty solely providing an Interest Rate Cap (other than a Lender or any Affiliate of a Lender), a counterparty the senior unsecured debt obligations or senior deposits of which are rated “A+”, in the case of S&P or “A1”, in the case of Xxxxx’x.