Substitution Event Sample Clauses

Substitution Event. If at any time the unsecured, unsubordinated long-term obligations, or equivalent, of BSFP, shall be rated A+ or below by S&P or A1 or below by Moody's, and within ten (10) business days following the issuance of such a rating, BSFP, using its good faith efforts, fails to find a person acceptable to the Counterparty, which acceptance shall not be unreasonably withheld, to whom all of BSFP's interests and obligations under this Agreement shall be assigned at no cost to the Counterparty, and following which BSFP shall be released from all further obligations under this Agreement, then, notwithstanding paragraph (i) below, such failure shall constitute an Additional Termination Event with BSFP as the Affected Party."
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Substitution Event. If at any time the long-term senior unsecured deposit ratings of Remaining Party shall be rated below "____" by Standard & Poor's Ratings Service, below
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Substitution Event. If at any time the long-term senior unsecured deposit ratings of Remaining Party shall be rated below "BBB+" by Standard & Poor's Ratings Service, below "Baa1" by Moody's Investors Xxxxxxe, Inc. and below "BBB+" by Fitch, Inc., and within ten (10) Local Business Days following the publication date(s) of such ratings, Remaining Party, using its good faith efforts, fails to find an entity acceptable to the Transferee, as directed in writing by the Master Servicer, which acceptance shall not be unreasonably withheld or delayed, to whom all of Remaining Party's interests and obligations under this Agreement shall be assigned at no cost to the Transferee, and following which Remaining Party shall be released from all further obligations under this Agreement, then, at the option of the Transferee, such failure shall constitute an Additional Termination Event with Remaining Party as the Affected Party.
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Substitution Event. If a Regulatory Event occurs, the Company Preferred Securities shall be exchanged for Non-Cumulative Capital Securities as provided in Section 10.03 of the LLC Agreement (a “Substitution Event”). Upon the occurrence of a Substitution Event:
Sample 1
Substitution Event. If at any time the long-term senior unsecured deposit ratings of Remaining Party shall be rated below "____" by Standard & Poor's Ratings Service, below "____" by Moody's Investors Service, Inc., xxx xelow "____" by Fitch, Inc., and within ten (10) Local Business Days following the publication date(s) of such ratings, Remaining Party, using its good faith efforts, fails to find an entity acceptable to the Assignee, which acceptance shall not be unreasonably withheld or delayed, to whom all of Remaining Party's interests and obligations under this Agreement shall be assigned at no cost to the Assignee, and following which Remaining Party shall be released from all further obligations under this Agreement, then, at the option of the Assignee, such failure shall constitute an Additional Termination Event with Remaining Party as the Affected Party.
Sample 1
Substitution Event. Borrower may, in its sole discretion, add additional collateral or Substitute Collateral (as defined below) to the collateral covered by the LOC Agreement at any time it deems fit (a “Borrower Collateral Substitution”), provided that any such Substitute Collateral has a fair market value at least equal to the outstanding balance of the Notes at the time of substitution. Moreover, in the event any Default Dispute arises prior to and remains unresolved as of the Default Notice Date, or Borrower delivers to Escrow Agent a Default Dispute after the Default Notice Date but prior to the conclusion of the applicable Standstill Period (each, together with a Borrower Collateral Substitution, a “Substitution Event”), Borrower shall, prior to the Release Date, (A) extend the Letter of Credit until such date as the Default Dispute is finally resolved, (B) deposit cash with the Escrow Agent in an amount equal to the remaining amounts owing under the Notes, or (C) substitute and deposit with Escrow Agent new collateral as security for the Notes with a fair market value equal to or in excess of the remaining amounts owing under the Notes, as determined in the sole and reasonable discretion of Borrower (it being understood and agreed by each of Lender and Borrower that Escrow Agent shall have no obligation to determine the adequacy or value of such new collateral) (any of the above, the “Substitute Collateral”). In the event Escrow Agent receives Substitute Collateral pursuant to a Substitution Event, Escrow Agent shall (1) immediately notify Lender of its receipt thereof, (2) immediately surrender the original of the Letter of Credit to Borrower, and (3) hold the Substitute Collateral until the later of the final resolution of the Default Dispute (subject to Escrow Agent’s right to interplead the same into the Third Judicial District Court of the State of Utah) or the Release Date.
Sample 1
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Substitution Event. If Counterparty's S&P short term rating drops below `A-1,' then Counterparty shall endeavor to find a replacement counterparty (acceptable to MBIA) promptly. Counterparty shall continue to perform its obligation until a suitable substitute acceptable to MBIA is in place. The cost to find a substitute should be borne by Counterparty. If, after 30 days, it still has not found a substitute, and until a replacement is in place, Counterparty shall post the greatest of:
Sample 1

Related to Substitution Event

  • Acquiring Person Events; Triggering Events Subject to Sections 23.1 and 27, in the event that a Trigger Event occurs, then, from and after the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by 50% of the current per share market price of the Common Shares (determined pursuant to Section 11.4) on the first of the date of the occurrence of, or the date of the first public announcement of, a Trigger Event (the “Adjustment Shares”); provided that the Purchase Price and the number of Adjustment Shares shall thereafter be subject to further adjustment as appropriate in accordance with Section 11.6. Notwithstanding the foregoing, upon the occurrence of a Trigger Event, any Rights that are or were acquired or beneficially owned by (1) any Acquiring Person or any Associate or Affiliate thereof, (2) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of this Section 11.1.2, and subsequent transferees, shall become void without any further action, and any holder (whether or not such holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. From and after the Trigger Event, no Right Certificate shall be issued pursuant to Section 3 or Section 6 that represents Rights that are or have become void pursuant to the provisions of this paragraph, and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of this paragraph shall be canceled. The Company shall use all reasonable efforts to ensure that the provisions of this Section 11.1.2 are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to any Acquiring Person or its Affiliates, Associates or transferees hereunder. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exercised pursuant to this Section 11.1.2 shall thereafter be exercisable only in accordance with Section 13 and not pursuant to this Section 11.1.2.

  • Termination Event The occurrence of any of the following events: (i) the Borrower or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Section 412 of the Code, the Borrower or any ERISA Affiliate is required to pay as contributions thereto, (ii) an accumulated funding deficiency in excess of $250,000 occurs or exists, whether or not waived, with respect to any Pension Plan, (iii) a Termination Event or (iv) the Borrower or any ERISA Affiliate as employers under one or more Multiemployer Plan makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $5,000,000.

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • Additional Disruption Events (a) Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

  • Remedies Upon Event of Default, Fundamental Transaction and Change of Control Transaction If any Event of Default or a Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing on the Maturity Date and also five (5) days after the occurrence of any Event of Default interest on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by Bxxxxxxx. In connection with such acceleration described herein, the Holder need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Dissolution Event An event, the occurrence of which will result in the dissolution of the Company under Article XIV.

  • Servicer Termination Events The following events will each be a “Servicer Termination Event”:

  • Term SOFR Transition Event Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (1) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (2) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this paragraph (vii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

  • Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination The Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part of a Special Servicer, with respect to the related Serviced Loan Combination only, by each affected Serviced Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer, Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial Account or the Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders of the affected Classes (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class EC Component of the same alphabetical designation as a single “Class” for such purpose), and (b) a Servicer Termination Event under Section 7.01(a)(x) of this Agreement may be waived only with the consent of the Depositor, together with (in the case of each of clauses (a) and (b)) the consent of each Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination Event.

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