S&P Downgrade Clause Samples

The S&P Downgrade clause establishes specific consequences or actions that must be taken if a party's credit rating, as assigned by Standard & Poor's (S&P), falls below a predetermined threshold. Typically, this clause applies to financial agreements where the creditworthiness of a party is crucial, such as loan contracts or bond indentures; for example, if a borrower's S&P rating drops below investment grade, the lender may require additional collateral or the right to accelerate repayment. The core function of this clause is to protect the non-downgraded party from increased credit risk by providing mechanisms to respond proactively to deteriorating credit conditions.
S&P Downgrade. In the event that the Joint Probability is reduced below AA- in the case of S&P, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assu...
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S&P Downgrade. If and for so long as the Notes are downgraded by S&P and as a result are rated below AA+ by S&P for reasons other than Party A's failure to perform under this agreement or failure to comply with the requirements of the S&P Criteria (as defined in the Credit Support Annex) with respect to swap counterparties (and, for the avoidance of doubt, Party A has performed its obligations and has complied with all the requirements of such criteria at such time), reference to the relevant S&P rating triggers in Part 5(f)(i)(x) and (y) shall be deemed instead to refer to the corresponding S&P rating triggers which are required pursuant to and in accordance with Table 4 of the S&P Criteria to support a maximum potential rating equal to the then current rating of the Notes, provided that, if at any time circumstances change and/or all required actions or steps have been taken by all relevant parties other than Party A which would result in the Notes being upgraded to a rating above the then current rating of the Notes (the "Potential Reinstated Rating"), references to the relevant S&P rating triggers in Part 5(f)(i)(x) and (y) shall be deemed to refer to the corresponding S&P rating triggers required pursuant to and in accordance with Table 4 of the S&P Criteria to support a maximum potential rating equal to the Potential Reinstated Rating.
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S&P Downgrade. Either (1) (a) An S&P Second Trigger Ratings Event has occurred and is continuing, (b) 10 Local Business Days or more have elapsed since such S&P Second Trigger Ratings Event first occurred, and (c) Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex or (2) An S&P Second Trigger Ratings Event has occurred and is continuing and 60 calendar days or more have elapsed since such S&P Second Trigger Ratings Event first occurred.
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S&P Downgrade. (1) If a Ratings Event I (as defined below) shall occur and be continuing with respect to Party A, (A) then Party A shall, within 10 Local Business Days of such Ratings Event I give written notice to Party B of the occurrence of such Ratings Event I and (B) if Party A fails, within 30 days, to cause one of the following to occur: (i) post Eligible Collateral according to the terms of the 1994 ISDA Credit Support Annex to this Schedule, (ii) furnish an Eligible Guarantee (as defined below) of Party A’s obligations under this Agreement that is subject to the satisfaction of the Rating Agency Condition from a guarantor that has the S&P Required Ratings, or (iii) to obtain an Eligible Replacement; provided, however, that Party A’s obligations to post Eligible Collateral or to furnish an Eligible Guarantee or to obtain an Eligible Replacement shall remain in effect only for so long as a Ratings Event I is continuing with respect to Party A. For the purpose of this Part 1(n)(iv), a “Ratings Event I” shall occur with respect to Party A if the long-term and short-term senior unsecured deposit ratings of Party A cease to be rated at least A and A-1 by Standard & Poor’s Ratings Service or any successor thereto (“S&P”), to the extent such obligations are rated by S&P, or if there is no short-term rating assigned by S&P with respect to Party A, the long-term senior unsecured deposit rating of Party A ceases to be rated at least A+.
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Related to S&P Downgrade

  • Downgrade You have no rights to use earlier versions of the software under this license and Microsoft is not obligated to supply earlier versions to you.

  • No Downgrade Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

  • 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.

  • 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:

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