Ratings Event I Clause Samples

The "Ratings Event I" clause defines a specific situation in which a change in the credit rating of a party or instrument triggers certain contractual consequences. Typically, this clause outlines what constitutes a ratings event, such as a downgrade by a recognized credit rating agency below a specified threshold, and details the actions that must be taken if such an event occurs, like providing notice or adjusting terms. Its core practical function is to allocate risk and protect parties from increased credit risk by allowing for predefined responses to adverse changes in creditworthiness.
Ratings Event I. A. Actions upon Ratings Event 1: Not later than 30 calendar days after a Ratings Event I has occurred and is continuing, ▇▇▇▇▇▇ shall, at its own expense: (A) provide, or cause to be provided, an Eligible Guarantee to Counterparty in respect of all ▇▇▇▇▇▇’▇ present and future obligations under this Agreement; or (B) transfer ▇▇▇▇▇▇’▇ rights and obligations under the Agreement and all Confirmations pursuant to a Qualifying Novation; or (C) deliver Eligible Collateral to Counterparty in accordance with the terms of the Approved Credit Support Document and, following such delivery, maintain Eligible Collateral as required under the Approved Credit Support Document; ▇▇▇▇▇▇’▇ obligations under this Part 6(1)(I) shall cease, solely with respect to such occurrence, if (A) there is no Ratings Event I or (B) ▇▇▇▇▇▇ has either provided an Eligible Guarantee in respect of all ▇▇▇▇▇▇’▇ present and future obligations under this Agreement or transferred its rights and obligations pursuant to a Qualifying Novation in accordance with the terms of this Schedule.
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Ratings Event I. A. Actions upon Ratings Event 1: Not later than: (i) 30 calendar days in the case of a Ratings Event I with respect to ▇▇▇▇▇’▇ only; and (ii) ten Business Days in the case of a Ratings Event I with respect to S&P: after a Ratings Event I has occurred and is continuing, ▇▇▇▇▇▇ shall, at its own expense deliver Eligible Collateral to Counterparty in accordance with the terms of the Approved Credit Support Document and, following such delivery, maintain Eligible Collateral as required under the Approved Credit Support Document; ▇▇▇▇▇▇’▇ obligations under this Part 6(1)(I) shall cease, solely with respect to such occurrence, if (A) there is no Ratings Event I or (B) ▇▇▇▇▇▇ has, at its own expense, either provided an Eligible Guarantee in respect of all ▇▇▇▇▇▇’▇ present and future obligations under this Agreement or transferred its rights and obligations pursuant to a Qualifying Novation in accordance with the terms of this Schedule.
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Ratings Event I. A. Actions upon Ratings Event 1: Not later than: (i) 30 calendar days in the case of a Ratings Event I with respect to M▇▇▇▇’▇ only; and (ii) ten Business Days in the case of a Ratings Event I with respect to S&P: deliver Eligible Collateral to Counterparty in accordance with the terms of the Approved Credit Support Document and, following such delivery, maintain Eligible Collateral as required under the Approved Credit Support Document; M▇▇▇▇▇’▇ obligations under this Part 6(1)(I) shall cease, solely with respect to such occurrence, if (A) there is no Ratings Event I or (B) M▇▇▇▇▇ has, at its own expense, either provided an Eligible Guarantee in respect of all M▇▇▇▇▇’▇ present and future obligations under this Agreement or transferred its rights and obligations pursuant to a Qualifying Novation in accordance with the terms of this Schedule.
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Ratings Event I 
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Related to Ratings Event I

  • Ratings Event (i) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-1+" by Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") and, as a result of such cessation, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes is downgraded or placed under review for possible downgrade by S&P (an "INITIAL S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial S&P Rating Event, at its own cost either: (A) put in place an appropriate ▇▇▇▇-to-market collateral agreement (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement on terms satisfactory to the Security Trustee (whose consent will be given if S&P confirms that the provision of such collateral would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event) provided that (x) Party A will be deemed to have satisfied the requirements of S&P if the amount of collateral agreed to be provided in the form of cash and/or securities (the "COLLATERAL AMOUNT") is determined on a basis which satisfies (but is no more onerous than) the criteria of S&P published on 17th December, 2003, as amended and supplemented from time to time, which enables entities rated lower than a specified level to participate in structured finance transactions which, through collateralisation are rated at a higher level (the "S&P CRITERIA") and (y) the Collateral Amount will not be required to exceed such amount as would be required (in accordance with the S&P Criteria) to maintain or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at or to the level they would have been at immediately prior to such Initial S&P Rating Event; (B) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event); (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Initial S&P Rating Event); or (D) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Initial S&P Rating Event. If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (ii) If the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A-3" by S&P and, as a result of such downgrade, the then current rating of the Series 1 Class [A/B/C] Seventh Issuer Notes may in the reasonable opinion of S&P be downgraded or placed under review for possible downgrade (such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 30 days of the occurrence of such Subsequent S&P Rating Event, at its own cost either: (A) transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such transfer would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes by S&P to, the level it would have been at immediately prior to such Subsequent S&P Rating Event); (B) take such other action as Party A may agree with S&P as will result in the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes following the taking of such action being maintained at, or restored to, the level it would have been at immediately prior to such Subsequent S&P Rating Event; or (C) obtain a guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the Security Trustee (whose consent will be given if S&P confirms that such guarantee would maintain the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes at, or restore the rating of the Series 1 Class [A/B/C] Seventh Issuer Notes to, the level it would have been at immediately prior to such Subsequent S&P Rating Event), and, if, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral pursuant to a ▇▇▇▇-to-market collateral arrangement put in place pursuant to paragraph (i)(A) above following an Initial S&P Rating Event, it will continue to post collateral notwithstanding the occurrence of a Subsequent S&P Rating Event until such time as any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied. If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (i)(A) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iii) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "A1" (or its equivalent) by ▇▇▇▇▇'▇; or (B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated at least as high as "Prime-1" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then Party A will, within 30 days of the occurrence of such Initial ▇▇▇▇▇'▇ Rating Event, at its own cost either: (1) transfer all of its rights and obligations with respect to this Agreement to either (x) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) a replacement third party as Party A may agree with ▇▇▇▇▇'▇; (2) procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (x) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (y) such other person as Party A may agree with ▇▇▇▇▇'▇; (3) take such other action as Party A may agree with ▇▇▇▇▇'▇; or (4) put in place a ▇▇▇▇-to-market collateral agreement in a form and substance acceptable to ▇▇▇▇▇'▇ (which may be based on the credit support documentation published by ISDA, or otherwise, and relates to collateral in the form of cash or securities or both) in support of its obligations under this Agreement which complies with the ▇▇▇▇▇'▇ Criteria (as defined below) or such other criteria relating to the amount of collateral as may be agreed with ▇▇▇▇▇'▇. If any of paragraphs (iii)(1), (iii)(2) or (iii)(3) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to paragraph (iii)(4) above will be transferred to Party A and Party A will not be required to transfer any additional collateral. (iv) If: (A) the long-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "A3" (or its equivalent) by ▇▇▇▇▇'▇; or (B) the short-term, unsecured and unsubordinated debt obligations of Party A's Credit Support Provider cease to be rated as high as "Prime-2" (or its equivalent) by ▇▇▇▇▇'▇, (such cessation being a "SUBSEQUENT ▇▇▇▇▇'▇ RATING EVENT"), then Party A will: (1) on a reasonable efforts basis, as soon as reasonably practicable after the occurrence of such Subsequent ▇▇▇▇▇'▇ Rating Event, at its own cost, either:

  • Rating Agency Downgrade In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates or any Note.

  • Trigger Event The term “Trigger Event” means any of the following: (a) a material default by Company under the Stockholders Agreement, other than a material breach of a representation or warranty, that is not cured during any specified cure periods; (b) if Company or its Affiliate or sublicensee (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, not discharged within [**] days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within [**] days; (c) the institution or commencement by Company or its Affiliate or sublicensee of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4 (b) or (c) above; (e) the calling by Company or its Affiliate or sublicensee of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliate or sublicensee indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) failure by Company to pay patent counsel pursuant to the terms of a Client and Billing Agreement or Patent Management Agreement, if any, after an opportunity of at least [**] days to cure such failure after written notice thereof, or (h) the commencement by Company of any action against Penn, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof; provided that the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to Company or its Affiliates if Company has sublicensed all or substantially all of its rights hereunder to one or more Large Pharmaceutical Company(-ies) and such Large Pharmaceutical Company(-ies) remain in material compliance with the terms and conditions of its or their sublicense(s) relating to this Agreement and the foregoing clauses (a) , (b), (c), (d), (e), and (f) shall not apply with respect to a sublicensee or acquirer of Company that is a Large Pharmaceutical Company that seeks protection under applicable bankruptcy laws for the purpose of reorganizing and continuing to operate if such sublicensee or acquirer of Company remains in material compliance with the terms and conditions of its sublicense relating to this Agreement.

  • Required Ratings The Offered Certificates shall have received Required Ratings of at least [ ] from [ ].

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