Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B shall demand that Party A post Eligible Collateral (as designated in the approved Credit Support Annex), to secure Party B's exposure or potential exposure to Party A, and such Eligible Collateral shall be provided in accordance with a Credit Support Annex to be attached hereto and made a part hereof within 10 Business Days of Party B's demand therefor. The Eligible Collateral to be posted and the Credit Support Annex to be executed and delivered shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date, unless Party A or Bank of America Corporation are no longer reporting financial information publicly, then such valuation and posting must occur weekly. Notwithstanding the addition of the Credit Support Annex and the posting of Eligible Collateral, Party A shall continue to use reasonable efforts to transfer its rights and obligations hereunder to an acceptable third party; provided, however, that Party A's obligations to find a transferee and to post Eligible Collateral under such Credit Support Annex shall remain in effect only for so long as a Ratings Event is continuing with respect to
Downgrade of Party A. (i) In the event (any such event, a "COLLATERALIZATION EVENT") that the long-term senior unsecured debt rating and the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's, respectively, to the extent such obligations are rated by S&P and Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agency (or, if there is no such criteria, an amount equal to Party B's "Exposure" (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the "CSA") the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P and Moody's, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P and Moody's,. For purposes of this provision, "
Downgrade of Party A. (i) For the purpose of this section, a “Ratings Event” shall occur with respect to Party A (or its Credit Support Provider) if the long-term and short-term senior unsecured debt ratings of Party A (or its Credit Support Provider) cease to be at least A and A-1 by Standard & Poor’s Ratings Service, a division of the XxXxxx-Xxxx Companies, Inc. or any successor thereto (“S&P”) (however, in the event that Party A (or its Credit Support Provider) does not have a short-term rating from S&P, if Party A’s long-term senior unsecured debt rating is reduced below “A+” by S&P) or at least A and F1 by Fitch Ratings Ltd. or any successor thereto (“Fitch”) (collectively, the “Approved Rating Threshold”), to the extent such obligations are rated by S&P or Fitch. The failure by Party A to comply with the provisions set forth below shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.
Downgrade of Party A. (i) In the event (any such event, a “Collateralization Event”) that (i) the long-term senior unsecured debt rating or the short-term obligations ratings of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A1 or P-11, respectively, by Moody's, or (ii) if Party A's guarantor (or, if there is no guarantor, Party A) does not have a short-term obligations rating by Moody’s, Party A's guarantor’s (or, if there is no guarantor, Party A’s) long-term senior unsecured debt rating is reduced below Aa3 by Moody’s, or (iii) the short-term obligations rating of Party A's guarantor (or, if there is no guarantor, Party A) is reduced below A-1 or (iv) if Party A's guarantor (or, if there is no guarantor, Party A) does not have a short-term obligations rating by S&P, Party A's guarantor’s (or, if there is no guarantor, Party A’s) long-term senior unsecured debt rating is reduced below A+ by S&P, in each such case to the extent such obligations are rated by S&P and Moody's (together with DBRS, the “Rating Agencies”, and such ratings thresholds, the "Approved Ratings Thresholds "), then within 30 days after such rating downgrade, Party A, at its own expense and subject to the Rating Agency Condition, shall either (i) cause another entity to replace Party A as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, or (ii) deliver collateral in the form of cash or U.S. treasury obligations equal to the amount required pursuant to the then-current published criteria of the applicable Rating Agencies (or, if there are no such criteria, in an amount equal to Party B’s “Exposure” (as such term is defined in the CSA) of the Transaction) pursuant to the form of the 1994 ISDA Credit Support Annex (New York law) (the “CSA”) the terms of which are hereby incorporated by reference herein, or (iii) obtain a guaranty in a form reasonably acceptable to S&P, Moody’s and DBRS, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement, or (iv) take such other action as Party A may agree in writing with S&P, Moody’s, and DBRS. For purposes of this provision, “
Downgrade of Party A. It shall be an Additional Termination Event with Party A the Affected Party if (1) the Credit Rating of Party A is downgraded below "A2" by Moodx'x xx "A" by Fitch, or is suspended or withdrawn by either Rating Agency, (2) the short-term Credit Rating of Party A is downgraded below a rating of "A-1" by S&P, or is suspended or withdrawn by such Rating Agency, or (3) notice is given to Party B by any Rating Agency that the credit support, if any, with respect to Party A is no longer deemed adequate to maintain the then-current ratings of the Notes, and within 30 days of such downgrade, suspension, withdrawal or notification, Party A shall fail to either (X) deliver or post collateral acceptable to Party B in amounts sufficient to secure its obligations under this Agreement, (Y) assign its rights and obligations under this Agreement to a replacement counterparty acceptable to Party B or (Z) establish other arrangements necessary, if any, in each case so that the Rating Agencies confirm the ratings of the Notes that were in effect immediately prior to such downgrade, suspension, withdrawal or notification.
Downgrade of Party A. If a Ratings Event (as defined below) shall occur and be continuing with respect to Party A, then Party A shall (A) within 5 Business Days of such Ratings Event, give notice to Party B of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) Party A's rights and obligations hereunder to another party, subject to satisfaction of the Rating Agency Condition (as defined below). Unless such a transfer by Party A has occurred within 20 Business Days after the occurrence of a Ratings Event, Party B
Downgrade of Party A. If Party A does not have at any time (i) a short-term senior unsecured debt, deposit, credit, claims paying or other similar rating of at least “A-1” from Standard & Poor’s Ratings Service or any successor thereto (“Standard & Poor’s”) or a long-term senior unsecured debt, deposit, credit, claims paying or other similar rating of at least “BBB+” from Standard & Poor’s and (ii) a short-term senior unsecured debt, deposit, credit, claims paying or other similar rating of “P-1” from Xxxxx’x Investors Service, Inc. or any successor thereto (“Moody’s”) or a long-term senior unsecured debt, deposit, credit, claims paying or other similar rating of at least “Baa1” from Moody’s, it shall be an Additional Termination Event if Party A fails at its own expense within 30 days to take one of the actions described in clauses (A), (B), (C) or (D) below:
Downgrade of Party A. The failure by Party A to assign its rights and obligations under all Transactions to a Substitute Party (as defined herein) after the occurrence of a Substitution Event (as defined herein) in accordance with Part 6(g) of this Schedule; provided, however, that Party B shall have the sole right to select the Early Termination Date upon five (5) Business Days’ notice to Party A.
Downgrade of Party A. It shall be an Additional Termination Event with Party A the Affected Party if the Credit Rating of Party A is downgraded below "Aa3" by Moodx'x, "XA-" by Fitch or "AA-" by S&P or is suspended or withdrawn by any such Rating Agency, and, within 30 days of such downgrade, suspension or withdrawal, Party A shall fail to either (1) deliver or post collateral acceptable to Party B in amounts sufficient to secure its obligations under this Agreement, (2)
Downgrade of Party A. The following shall constitute Additional Termination Events in which Party A is the sole Affected Party:
