Debt Rating has the meaning specified in the definition of “Applicable Rate.”
Debt Ratings has the meaning specified in the definition of “Applicable Rate.”
Index Debt Rating means the S&P Rating, the Xxxxx’x Rating and the Fitch Rating.
S&P Rating means, at any time, the rating issued by S&P and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.
Highest Rating Category means, with respect to a Permitted Investment, that the Permitted Investment is rated by S&P or Moody’s in the highest rating category given by that rating agency for that general category of security. By way of example, the Highest Rating Category for tax exempt municipal debt established by S&P is “A 1+” for debt with a term of one year or less and “AAA” for a term greater than one year, with corresponding ratings by Moody’s of “MIG 1” (for fixed rate) or “VMIG 1” (for variable rate) for three months or less and “Aaa” for greater than three months. If at any time (i) both S&P and Moody’s rate a Permitted Investment and (ii) one of those ratings is below the Highest Rating Category, then such Permitted Investment will, nevertheless, be deemed to be rated in the Highest Rating Category if the lower rating is no more than one rating category below the highest rating category of that rating agency. For example, a Permitted Investment rated “AAA” by S&P and “Aa3” by Moody’s is rated in the Highest Rating Category. If, however, the lower rating is more than one full rating category below the Highest Rating Category of that Rating Agency, then the Permitted Investment will be deemed to be rated below the Highest Rating Category. For example, a Permitted Investment rated “AAA” by S&P and “A1” by Moody’s is not rated in the Highest Rating Category.
Rating Level means, with respect to any rating agency, each rating subcategory or “notch” of such rating agency , giving effect to pluses and minuses (or similar designations). By way of illustration, BBB+, BBB and BBB- are each separate Rating Levels of S&P.
Mxxxx’x Rating means, with respect to a Reference Obligation, as of any date of determination:
Senior Debt Rating means, at any date, the credit rating identified by a Rating Agency as the credit rating that (a) it has assigned to long term unsecured senior debt of the Borrower or (b) would assign to long term unsecured senior debt of the Borrower were the Borrower to issue or have outstanding any long term unsecured senior debt on such date.
Xxxxx’x Rating means, at any time, the rating issued by Xxxxx’x and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.
Moody’s Rating means, at any time, the rating issued by Moody's and xxxx xx effect with respect to the Borrower's senior unsexxxxx xong-term debt securities without third-party credit enhancement.
Pricing Level V any time when (i) the senior unsecured long term debt rating of the Borrower by (x) S&P is BBB‑ or higher or (y) Xxxxx’x is Baa3 or higher and (ii) none of Pricing Level I, Pricing Level II, Pricing Level III or Pricing Level IV applies.
Applicable Rating Level at any time and for any Borrower shall be determined in accordance with the then-applicable S&P Rating and the then-applicable Xxxxx’x Rating for such Borrower as follows: S&P Rating A or higher or Xxxxx’x Rating A2 or higher 1 S&P Rating A- or higher or Xxxxx’x Rating A3 or higher 2 S&P Rating BBB+ or Xxxxx’x Rating Baa1 3 S&P Rating BBB or Xxxxx’x Rating Baa2 4 S&P Rating BBB- or Xxxxx’x Rating Baa3 5 S&P Rating BB+ or below or Xxxxx’x Rating Ba1 or below, or no S&P Rating or Xxxxx’x Rating 6 The Applicable Rating Level for any Borrower and for any day shall be determined based upon the higher of the S&P Rating and the Xxxxx’x Rating for such Borrower in effect on such day. If the S&P Rating and the Xxxxx’x Rating are not the same (i.e., a “split rating”), the higher of such ratings shall control, unless (i) the ratings differ by more than one level, in which case the rating one level below the higher of the two ratings shall control, or (ii) either rating is below BBB- or Baa3 (as applicable), in which case the lower of the two ratings shall control.
Pricing Level IV means any time when (i) no Event of Default has occurred and is continuing, (ii) the Senior Debt Rating is BBB- or higher by S&P or Baa3 or higher by Moody’s and (iii) Pricing Levels I, II and III do not apply.
Moody’s Second Trigger Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3”.
Credit Rating means the rating assigned by a Rating Agency to the senior unsecured long term Indebtedness of a Person.
Adverse Rating Event With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).
Pricing Level I shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is greater than or equal to 3.50 to 1.00.
Pricing Level II shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.00.
Step Up Rating Change means the first public announcement by S&P or Fitch or, if applicable, any other Rating Agency appointed by or with the consent of the Issuer of a decrease in the credit rating of the Issuer's senior unsecured long-term debt to below BBB- (in the case of S&P) or below Baa3 (in the case of Moody's) or below BBB- (in the case of Fitch). For the avoidance of doubt, any further decrease in the credit rating of the Issuer's senior unsecured long-term debt below BBB- in the case of S&P or, if applicable, below Baa3 in the case of Moody's or below BBB- in the case of Fitch and in respect of any other Substitute Rating Agency, an equivalent rating or below shall not constitute a further Step Up Rating Change.
Pricing Level refers to the determination of which of Level I, Level II, Level III, Level IV, Level V or Level VI applies at any date.
Pricing Level III shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 3.00 to 1.00 but greater than or equal to 2.50 to 1.00.
Public Debt Rating means, as of any date, the rating that has been most recently announced by any of S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by TMCC or, if any such rating agency shall have issued more than one such rating, the lowest such rating issued by such rating agency. For purposes of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Maximum Rate and the Applicable Percentage shall be determined by reference to the available rating; (b) if neither of S&P or Moody’s shall have in effect a Public Debt Rating, the Applicable Maximum Rate and the Applicable Percentage will be set in accordance with Level 4 under the definitions of “Applicable Maximum Rate” and “Applicable Percentage”; (c) if both S&P and Moody’s have established ratings and those ratings shall fall within two different levels, the Applicable Maximum Rate and the Applicable Percentage shall be based upon the higher rating, unless the lower rating is more than one level below the higher rating, in which case the Applicable Maximum Rate and the Applicable Percentage shall be based upon the rating that is one level lower than the higher rating; (d) if any rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody’s shall change the basis or system on which ratings are established, each reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.
Rating Date means the date which is 90 days prior to the earlier of (i) a Change in Control and (ii) public notice of the occurrence of a Change in Control or of the intention of the Company to effect a Change in Control.
Rating Downgrade means either:
Investment Grade Rating Date means the date on which the Borrower first obtains an Investment Grade Rating.
Credit Rating Agency means a nationally recognized credit rating agency that evaluates the financial condition of issuers of debt instruments and then assigns a rating that reflects its assessment of the issuer’s ability to make debt payments.