If Seller has not demonstrated to Buyer’s reasonable satisfaction a cure for an Efficiency Rating Deficiency by the end of the applicable Efficiency Rating Cure Period, then no later than ninety (90) calendar days following such period the Parties shall negotiate and agree upon a reduction to each Contract Year Price for the remainder of the Delivery Term.
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.
Investment Grade Credit Rating means (a) with respect to Fitch, a credit rating of BBB- or higher, (b) with respect to Xxxxx’x, a credit rating of Baa3 or higher and (c) with respect to S&P, a credit rating of BBB- or higher.
Index Debt Rating means the S&P Rating, the Xxxxx’x Rating and the Fitch Rating.
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.
Rating period means the calendar period for which premium rates established by a small employer carrier are assumed to be in effect.
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.
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”.
Moody’s First 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 “A2” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A1”.
Ratings Decline Period means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control and (b) the occurrence of a Change of Control and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.
Debt Rating has the meaning specified in the definition of “Applicable Rate.”
Rating Condition has the meaning specified in Section 2.06(c)(ii).
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.
Applicable Rating Level at any time shall be determined in accordance with the then-applicable S&P Rating or the then-applicable Xxxxx’x Rating as follows: S&P Rating/Xxxxx’x Rating Applicable Rating Level S&P Rating AA or higher or Xxxxx’x Rating Aa2 or higher 1 S&P Rating AA- or Xxxxx’x Rating Aa3 2 S&P Rating A+ or Xxxxx’x Rating A1 3 S&P Rating A or Xxxxx’x Rating A2 4 S&P Rating A- or below or Xxxxx’x Rating A3 or below or unrated 5 The Applicable Rating Level for any day shall be determined based upon the higher of the S&P Rating and the Xxxxx’x Rating 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 (better) of such ratings shall control, unless the ratings differ by more than one level, in which case the rating one level below the higher of the two ratings shall control.
Trigger Level means with respect to an Index, the level specified as such in Annex 1 with respect to such Index
Liquidity Ratio means the ratio of Liquidity to all Indebtedness to Bank.
Risk Rating means, with respect to any Loan at any time, if such Loan is at such time (i) rated by both S&P and Moody’s, the lower of such ratings, (ii) rated by either S&P or Moody’s, such rating or (iii) not rated by either S&P or Moody’s, the rating determined by the Servicer’s risk rating model.
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.
Threshold Rating means the short-term unsecured debt rating of P-1 by Moody’s and the short-term issuer credit rating of A-1 by Standard & Poor’s.
S&P Approved Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, a short-term unsecured and unsubordinated debt rating from S&P of “A-1”, or, if such entity does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating from S&P of “A+”.
Rating Category means (i) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories), (ii) with respect to Moody's, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories) and (iii) the equivalent of any such category of S&P or Moody's used by another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (+ and - for S&P; 1, 2 and 3 for Moody's; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB to BB-, as well as from BB-to B+, will constitute a decrease of one gradation).
Debt Ratings has the meaning specified in the definition of “Applicable Rate.”
Closing Level : means the official daily Closing Level of the Index as published by the Index Sponsor in relation to each Scheduled Trading Day during the Investment Term.
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.
Level IV and “Level V”: the respective Level set forth below: S&P Moody’s Level I A- or higher A3 or higher Level II BBB+ Baa1 Level III BBB Baa2 Level IV BBB- Baa3 Level V BB+ or lower Ba1 or lower provided that if on any day the Applicable Xxxxx’x Rating and the Applicable S&P Rating do not coincide for any rating category and the Level differential is (x) one level, then the higher of the Applicable S&P Rating or the Applicable Xxxxx’x Rating will be the applicable Level; (y) two levels, the Level at the midpoint will be the applicable Level; and (z) more than two levels, the highest of the intermediate Levels will be the applicable Level; provided further that if on any day, neither the Applicable Xxxxx’x Rating nor the Applicable S&P Rating is available, the applicable Level shall be Level V.
Index Disruption means in respect of an Index on any Valuation Date, the Index Sponsor fails to calculate and announce such Index.