Numerical Equivalent definition
Numerical Equivalent means, with respect to any rating set forth below, the number set forth opposite such rating and (b) "Average Numerical Equivalent" shall mean, at any time, the sum of the respective Numerical Equivalents of the two ratings then in effect divided by 2, ---------- and rounded down, if necessary, to the nearest whole number. In the event that any rating lower than the ratings set forth below shall apply, an appropriate Numerical Equivalent shall be assigned to such rating. =========================================== S&P ▇▇▇▇▇'▇ Numerical Rating Rating Equivalent ------------------------------------------- AAA Aaa 1 ------------------------------------------- AA+ Aa1 2 ------------------------------------------- AA Aa2 3 ------------------------------------------- AA- Aa3 4 ------------------------------------------- A+ A1 5 ------------------------------------------- A A2 6 ------------------------------------------- A- A3 7 ------------------------------------------- BBB+ Baa1 8 ------------------------------------------- BBB Baa2 9 =========================================== In the event that, on the date hereof, the rating of the Index Debt by either rating agency shall have been announced as being on "CreditWatch" or otherwise under review (a "Reviewed Rating"), the Applicable Rate shall be determined by reference to Level III until each such Reviewed Rating is either confirmed or changed, and thereafter shall be determined in accordance with the other provisions of this definition. If the rating system of either ▇▇▇▇▇'▇ or S&P shall change prior to the Maturity Date, or if either such rating agency shall cease to be in the business of rating corporate debt obligations or shall no longer have in effect a rating for any reason outside the control of JCPenney and Funding, the Borrowers and the Lenders shall negotiate in good faith to amend the references to specific ratings in this definition to reflect such changed rating system or the absence of such a rating. Pending agreement on any such amendment, (i) if the rating system of one such rating agency shall remain unchanged, or if a rating shall be available from one such rating agency, the Applicable Rate shall be determined by reference to the rating established by such rating agency, and (ii) if no rating for the Index Debt shall be available from either rating agency then (A) for 60 days, the Applicable Rate shall be determined by reference to the rating or ratings most recently available, (B) after 6...