Rating Downgrade definition

Rating Downgrade means either:

Rating Downgrade means the credit rating previously assigned to the long-term, unsecured and unsubordinated indebtedness of the Issuer by any Rating Agency is (a) withdrawn or (b) is changed from investment grade to non-investment grade (for example, from BBB- to BB+ by Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc., or worse) or (c) if the credit rating previously assigned by the relevant Rating Agency was below investment grade, is lowered one rating notch (for example, from BB+ to BB by Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc.), and such Rating Agency shall have publicly announced or confirmed in writing to the Issuer that such withdrawal or downgrade is principally the result of any event or circumstance comprised in or arising as a result of, or in respect of, the Change of Control or potential Change of Control, the Material Subsidiary Winding-up Event or the Material Subsidiary Insolvency Event, or Issuer Winding-up Event, as the case may be;

Rating Downgrade means that the rating of the Notes or the Issuer which was assigned or existing as of the Rating Date by any Rating Agency is downgraded by at least one rating category below such rating of the Notes or, as appropriate, of the Issuer by such Rating Agency, and the official statement issued by such Rating Agency announcing the Rating Downgrade refers to the relevant transaction as a reason, in whole or in part, for such downgrade;

Examples of Rating Downgrade in a sentence

• If a Change of Control Put Option is specified in the relevant Final Terms as being applicable and a Change of Control (as defined below) occurs and, during the Change of Control Period, a Rating Downgrade occurs (together, a Put Event), the holder of any such Note will have the option (the Change of Control Put Option) to require the Issuer to redeem or, at the Issuer’s option, to procure the purchase of such Notes on the Optional Redemption Date at the Change of Control Redemption Amount.

• For the purposes of this provision, "material adverse effect" will be deemed not to have occurred where no Rating Agency has announced a Rating Downgrade in respect of the Issuer or the Notes during the 90-day period following the announcement of a definitive agreement in respect of the relevant transaction, in each case to the extent ratings are assigned at the relevant time.

• Should a Reinsurer experience a Credit Rating Downgrade, by any credit rating agency identified in the applicable Trust Supplement, then upon consultation with and approval of the Original Insured (which approval shall not be unreasonably withheld), the Company shall have the option to require that such Reinsurer deposit additional Eligible Assets into the Trust Account, as set forth in the applicable Trust Supplement.

• Ein Rating Downgrade gilt als nicht in Bezug auf einen bestimmten Kontrollwechsel erfolgt, sofern die Ratingagentur, die das entsprechende Downgrading vornimmt, nicht öffentlich bestätigt, dass die Herabstufung (zumindest zum Teil) infolge von Ereignissen oder Umständen erfolgt ist, die in dem jeweiligen Kontrollwechsel begründet sind, die infolge des Kontrollwechsels entstehen oder die mit diesem im Zusammenhang stehen.

• A Change of Control Event shall occur if a Change of Control results in a Rating Downgrade within the Change of Control Period.

More Definitions of Rating Downgrade

Rating Downgrade means the credit rating previously assigned to the Company’s long-term, unsecured and unsubordinated indebtedness by any Rating Agency is (a) withdrawn or (b) is changed from investment grade to non-investment grade (for example, from BBB- to BB+ by S&P, or worse) or (c) if the credit rating previously assigned by the relevant Rating Agency was below investment grade, is lowered one rating notch (for example, from BB+ to BB by S&P), and such Rating Agency shall have publicly announced or confirmed in writing to the Company that such withdrawal or downgrade is principally the result of any event or circumstance comprised in or arising as a result of, or in respect of, the Change of Control or potential Change of Control.

Rating Downgrade shall be deemed to have occurred in respect of an NGET Restructuring Event if the rating assigned to the Rated Securities by any Rating Agency which is current immediately prior to the occurrence of an NGET Restructuring Event (whether provided by a Rating Agency at the invitation of NGET or by its own volition) is withdrawn or reduced from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or, if the Rating Agency shall have already rated the Rated Securities below investment grade (as described above), the rating is lowered one full rating category (from BB+/Ba1 to BB/Ba2 or such similar lowering) provided that a Rating Downgrade shall not be deemed to have occurred in respect of or as a result of a particular NGET Restructuring Event if the Rating Agency making the relevant reduction in rating or declining to assign a rating of at least investment grade as provided in these Conditions does not announce or publicly confirm, or otherwise inform the Trustee, that the reduction or declining was the result, in whole or part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable NGET Restructuring Event;

Rating Downgrade means, in respect of any Change of Control, that the Notes are, within the Change of Control Period in respect of such Change of Control, downgraded by two of the Rating Agencies to a non-Investment Grade Rating (“Ba1”/“BB+”, or equivalent, or lower) and are not, within such Change of Control Period subsequently upgraded to an Investment Grade Rating by both such Rating Agencies; provided, however, that a Rating Downgrade otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Downgrade for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or confirm to us in writing at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Downgrade).

Rating Downgrade means, in respect of any Change of Control, that the notes are, within the Change of Control Period in respect of such Change of Control, downgraded by both of the Rating Agencies to a non-investment grade credit rating (Ba1/BB+, or equivalent, or lower) and are not, within such Change of Control Period subsequently upgraded to an investment grade rating (Baa3/BBB-, or equivalent, or better) by both of the Rating Agencies.

Rating Downgrade means a lowering by either Rating Agency of the then current credit rating of the Second Mortgage Notes.

Rating Downgrade means any downgrade of the rating of the Issuer by a Rating Agency to below Investment Grade.

Rating Downgrade means, that within the Change of Control Period: