Rating Requirement Clause Samples

Rating Requirement. At the date of this Agreement and at the Closing Time, the Securities shall be rated at least “Baa2” by ▇▇▇▇▇’▇ Investor’s Service Inc. (“▇▇▇▇▇’▇”), “BBB” by Standard & Poor’s (“S&P”) and “BBB+” by Fitch, Inc. (“Fitch”), and the Company shall have delivered to the Representatives a letter, dated the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings.

Rating Requirement. At the date of this Agreement and at the Closing Time, the Securities shall be rated at least Baa3 by Moody's Investor's Service Inc., BBB- by Standard & Poor's Corporation and BBB by Duff & ▇▇▇▇▇▇, and the Company shall have delivered to the Representatives a letter, dated the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings.

Rating Requirement. At such Date of Delivery, the Securities shall have been rated at least "ba1" by ▇▇▇▇▇'▇, at least "BB+" by S&P and at least "BBB-" by D&P.

Rating Requirement. The Company shall use commercially reasonable efforts to obtain a rating for the Bridge Facility from each of ▇▇▇▇▇’▇ and S&P. Staple Financing2 In connection with any Sale Transaction and at the option of the Company, and provided that the Winning Transaction contemplates an equity investment of no less than 40% of the Sale Enterprise Value (unless otherwise agreed to by the Required Consenting Term Lenders), the Term Loan Lenders shall provide a staple financing facility according to the following terms (the “Staple Financing Facility” and the loans advanced pursuant thereto, the “Staple Financing Loans”): • Lenders: The Term Loan Lenders. • Principal Amount: No greater than $600 million. • Priority/Collateral: The Staple Financing Facility shall be secured by first priority liens on (i) all Collateral and (ii) all Unencumbered Assets of the Loan Parties. Certain non-Loan Parties acceptable to the Required Consenting Term Lenders (the “Additional Guarantors”) shall also provide additional guarantees for the benefit of the Staple Financing Facility. • Loan Parties: All Loan Parties and Guarantors, plus the Additional Guarantors • Interest: The Staple Financing Loans shall bear interest (such interest, the “Staple Interest”) at a rate equal to (a) if the Company achieves the Staple Rating Requirement, SOFR plus 500bps plus a credit spread adjustment of 0.26161%; or (b) if the Company fails to achieve the Staple Rating Requirement, SOFR plus 550bps plus a credit spread adjustment of 0.26161%. In the event that the Staple Interest is determined in accordance with clause (a) of the preceding sentence, 50–150 bps shall be payable in kind at the option of the Company and the balance shall be payable in cash; in the event that the Staple Interest is determined in accordance with clause (b) of the preceding sentence, 50–200 bps shall be payable in kind at the option of 2 Terms used but not defined in this section shall have the meanings set forth in that certain First Lien Collateral Agreement dated as of May 1, 2017, by and among Cyxtera DC Parent Holdings, Inc., Colorado Buyer Inc., the other guarantors from time to time party thereto, and Citibank, N.A., as collateral agent (“First Lien Collateral Agreement”).

Rating Requirement. (a) The Company will at all times maintain a credit rating from an Acceptable Rating Agency on (1) its unsecured and unenhanced general obligation debt (such rating, a “Corporate Credit Rating”) or (2) at least one series of its first mortgage bonds issued and outstanding under the Mortgage Indenture, which series of first mortgage bonds shall be secured equally and ratably with the Series 2023A Bonds but not have the benefit of any credit enhancement (herein, the “Rated First Mortgage Bonds”). If at any time the Company does not have a Corporate Credit Rating or Rated First Mortgage Bonds outstanding, then the Company shall, within six months from the first date that it does not have either a Corporate Credit Rating or Rated Mortgage Bonds outstanding, get a credit rating of the Series 2023A Bonds from an Acceptable Rating Agency (herein, the “Rated Series 2023A Bonds” and, together with the Rated First Mortgage Bonds, the “Rated Bonds”) and shall at all times maintain a credit rating on the Series 2023A Bonds for so long as any Series 2023A Bonds are outstanding. (b) At any time that the credit rating for the Rated Bonds maintained pursuant to clause (a)(2) above is not a public rating, the Company will provide to each holder of a Series 2023A Bond (1) at least annually (on or before each anniversary of the date of the Closing) and (2) promptly upon any change in such credit rating for the Rated Bonds, an updated Private Rating Letter evidencing such credit rating for the Rated Bonds and an updated Private Rating Rationale Report with respect to such credit rating for the Rated Bonds. In addition to the foregoing information and any information specifically required to be included in any Private Rating Letter or Private Rating Rationale Report (as set forth in the respective definitions thereof), if the SVO or any other Governmental Authority having jurisdiction over any holder of any Series 2023A Bond from time to time requires any additional information with respect to the credit rating for the Rated Bonds, the Company shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency.

Rating Requirement. The Company will be required to obtain a "shadow" rating on the Notes of at least B3/B-.

Rating Requirement. Each Letter of Credit shall be issued by a bank (each, a "Qualified Bank") that (i) has a credit rating of A or better by Standard & Poor's Ratings Services, LLC, a subsidiary of McGraw Hill Financial, Inc. (or any successor to its rating agency business) and A2 or better by ▇▇▇▇▇'▇ Investors Service, Inc. (or any successor to its rating agency business), and (ii) has an office in the State of New York at which such Letter of Credit can be presented for payment.

Rating Requirement. 19 (h) Letter Regarding Compliance with the Acquisition Credit Agreement............................................. 19 (i) Approval of Listing.................................... 20 (j)

Rating Requirement. The Notes shall have been assigned an investment grade debt rating of BBB- or higher by DBRS Limited, and each Purchaser shall have received a copy of a letter from DBRS Limited confirming such rating.