Below Investment Grade Event is defined in Section 1.2(d).
Below Investment Grade Event shall occur if:
Below Investment Grade Event shall occur if the then most recent rating of the Notes from any Rating Agency that is in full force and effect (not having been withdrawn) is not equal to or better than Investment Grade, provided that, the failure of the Company to receive and deliver to the holders of the Notes a rating pursuant to Section 9.10 shall be deemed a rating of less than Investment Grade by a Rating Agency; provided, further, that following the receipt and delivery to the holders of the Notes of a rating pursuant to Section 9.10 the continuation or cessation of the Below Investment Grade Event and the Adjusted Interest Rate applicable thereafter shall be determined in accordance with such then current ratings or ratings; provided further, that in the event that the Company has a rating on the Notes provided by more than one Rating Agency, and there is a difference in rating between such Rating Agencies, the Below Investment Grade Event shall be determined on the lowest rating and a Below Investment Grade Event shall be deemed to no longer exist when the lowest rating is equal to or better than Investment Grade; provided further, that in the event that none of the Rating Agencies continue to provide ratings of senior unsecured long term debt, the Company and the Required Holders shall undertake in good faith to select another rating agency to rate the Notes or an alternative method to measure the credit quality of the Notes to preserve the intent and purpose hereof and to enter into any amendment hereof to reflect the same rating.
Examples of Below Investment Grade Event in a sentence
For the avoidance of doubt, the Below Investment Grade Adjusted Interest Rate shall not apply unless and until a Below Investment Grade Event has occurred.
For the avoidance of doubt, the Below Investment Grade Adjusted Rate shall not apply unless and until a Below Investment Grade Event has occurred.
In the event that any Below Investment Grade Event shall exist, the Company may within ten Business Days after the occurrence of the Below Investment Grade Event (the “ Section 8.10 Prepayment Offer Deadline ”) offer to prepay all, but not less than all, of the Notes.
In the event that any Below Investment Grade Event shall exist, the Company may within ten Business Days after the occurrence of the Below Investment Grade Event (the “Section 8.9 Prepayment Offer Deadline”) offer to prepay all, but not less than all, of the Notes.
In the event that any Below Investment Grade Event shall exist, the Company may within ten Business Days after the occurrence of the Below Investment Grade Event (the “Section 8.10 Prepayment Offer Deadline”) offer to prepay all, but not less than all, of the Notes.
For the avoidance of doubt, the Adjusted Interest Rate shall not apply unless and until a Below Investment Grade Event has occurred.
More Definitions of Below Investment Grade Event
Below Investment Grade Event means, with respect to the end of any fiscal quarter, (1) a below-investment grade Credit Rating is maintained at such time, (2) a Credit Rating is not maintained at such time and has not been maintained (through no fault of the Company) for a period of at least 120 consecutive days prior to such time, or (3) a Credit Rating is not maintained (for any reason other than through no fault of the Company) at such time. Notwithstanding anything to the contrary in the preceding portions of this paragraph 1B: (i) concurrent with the time when the remaining outstanding principal amount of such Note has become due and payable (whether at the scheduled final maturity thereof, upon any acceleration of the maturity thereof or otherwise) the Interest Enhancement Payment shall be payable in arrears (and shall be fully earned and non-refundable) for (a) the full fiscal quarter immediately preceding such time (but only if the Interest Enhancement Payment has not otherwise become payable at such time pursuant to the first paragraph of this paragraph 1B) based on the most recent Applicable Number available at such time, and (b) the portion of the current fiscal quarter through such time based on the most recent Applicable Number available at such time, and ratably adjusted for the portion of such fiscal quarter that has elapsed at such time; (ii) if any such Officer’s Certificate erroneously indicates (as reasonably determined by the Required Holders) an Applicable Number more favorable to the Company (due to an incorrect calculation of the Consolidated Leverage Ratio) than should be afforded by the actual calculation of such Consolidated Leverage Ratio, then the Company shall promptly pay such additional Interest Enhancement Payment as is required to correct such error; and (iii) the acceptance of any Interest Enhancement Payment by any holder of a Note shall not constitute a waiver of any Default or Event of Default, including any breach of the Consolidated Leverage Ratio.
Below Investment Grade Event is defined in Section 1.3(e).
Below Investment Grade Event shall occur if the then most recent senior unsecured long-term debt rating of the Parent Guarantor from any Rating Agency that is in full force and effect (not having been withdrawn) is not equal to or better than Investment Grade, provided that, the failure of the Company to receive and deliver to the holders of the Notes a rating pursuant to Section 9.9 shall be deemed a rating of less than Investment Grade by a Rating Agency; provided further, that in the event that the Parent Guarantor has a rating on its senior unsecured long term debt provided by (a) both Xxxxx’x and S&P, (b) both Xxxxx’x and Fitch, (c) both S&P and Fitch, or (d) each of Xxxxx’x, S&P and Fitch, and there is a difference in rating between such Rating Agencies, the Below Investment Grade Event shall be determined on the lowest rating; provided further, that in the event that fewer than two of Xxxxx’x, S&P and Fitch continue to provide ratings of senior unsecured long term debt, the Company and the Required Holders shall undertake in good faith to select another rating agency to rate the senior unsecured long term debt of the Parent Guarantor or an alternative method to measure the credit quality of the Parent Guarantor to preserve the intent and purpose hereof and to enter into any amendment hereof to reflect the same rating.
Below Investment Grade Event is defined in Section 1.2(e). SCHEDULE A
Below Investment Grade Event shall occur if the then most recent rating of the Notes from any Rating Agency that is in full force and effect (not having been withdrawn) is not equal to or better than Investment Grade, provided that the failure of the Company to comply with Section 9.10 (without giving effect to any grace period) shall be deemed to constitute a Below Investment Grade Event; provided further that (i) in the event that the Notes are rated by two Rating Agencies, and there is a difference in rating between such Rating Agencies, the Below Investment Grade Event shall be determined based on the lower rating, and a Below Investment Grade Event shall be deemed to no longer exist when the lower rating is equal to or better than Investment Grade, and (ii) in the event that the Notes are rated by more than two Rating Agencies, and there is a difference in rating among such Rating Agencies, the Below Investment Grade Event shall be determined based on the second lowest rating (or, if the two lowest ratings are the same, the lowest rating), and a Below Investment Grade Event shall be deemed to no longer exist when the second lowest rating (or, if the two lowest ratings are the same, the lowest rating) is equal to or better than Investment Grade; (3) “Investment Grade” means, in respect of the Notes, a rating of (a) “BBB-” or better by S&P, (b) “Baa3” or better by Xxxxx’x, or (c) “BBB-” or better by Fitch; and (4) “Rating Agency” means any of S&P, Xxxxx’x or Fitch.