Applicable Rating Level definition

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 ▇▇▇▇▇’▇ Rating for such Borrower as follows: S&P Rating A or higher or ▇▇▇▇▇’▇ Rating A2 or higher 1 S&P Rating A- or higher or ▇▇▇▇▇’▇ Rating A3 or higher 2 S&P Rating BBB+ or ▇▇▇▇▇’▇ Rating Baa1 3 S&P Rating BBB or ▇▇▇▇▇’▇ Rating Baa2 4 S&P Rating BBB- or ▇▇▇▇▇’▇ Rating Baa3 5 S&P Rating BB+ or below or ▇▇▇▇▇’▇ Rating Ba1 or below, or no S&P Rating or ▇▇▇▇▇’▇ 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 ▇▇▇▇▇’▇ Rating for such Borrower in effect on such day. If the S&P Rating and the ▇▇▇▇▇’▇ 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.

Applicable Rating Level shall be determined at any time and from time to time on the basis of the Reference Ratings in accordance with the following: Level I A or higher or A2 or higher Level II A- or A3 Level III BBB+ or Baa1 Level IV BBB or Baa2 Level V BBB- or lower (or unrated) or Baa3 or lower (or unrated) “Level I” applies on any day on which the S&P Reference Rating is A or higher or the ▇▇▇▇▇’▇ Reference Rating is A2 or higher. “Level II” applies on any day on which (i) the S&P Reference Rating is A- or higher or the ▇▇▇▇▇’▇ Reference Rating is A3 or higher and (ii) Level I does not apply. “Level III” applies on any day on which (i) the S&P Reference Rating is BBB+ or higher or the ▇▇▇▇▇’▇ Reference Rating is Baa1 or higher and (ii) neither Level I or Level II applies. “Level IV” applies on any day on which (i) the S&P Reference Rating is BBB or higher or the ▇▇▇▇▇’▇ Reference Rating is Baa2 or higher and (ii) none of Levels I, II or III applies. “Level V” applies on any day on which (i) the S&P Reference Rating is BBB- or lower or the ▇▇▇▇▇’▇ Reference Rating is Baa3 or lower and (ii) none of Levels I, II, III or IV applies. In the event that the Reference Ratings do not correspond to the same Applicable Rating Level and the Reference Ratings differ by (i) only one Applicable Rating Level, the Applicable Rating Level that corresponds to the higher of such Reference Ratings shall apply, and (ii) more than one Applicable Rating Level, the Applicable Rating Level that is immediately below the Applicable Rating Level that corresponds to the higher of such Reference Ratings shall apply; provided that, in the case of this clause (ii), if the lower of such Reference Ratings corresponds to Level V, Level V shall apply. The Applicable Rating Level shall be redetermined as and when any change in the ratings used in the determination thereof shall be announced by S&P or ▇▇▇▇▇’▇, as the case may be.

Applicable Rating Level. (a “Level”) opposite the ratings under the headings “▇▇▇▇▇’▇” and “S&P/Fitch”, and (b) if the ratings established or deemed to have been established by ▇▇▇▇▇’▇, S&P and Fitch for the Index Debt shall fall within different Levels, the Applicable Rating Level shall be based on the highest two ratings, unless the highest two ratings shall fall within different Levels in which case the Applicable Rating Level shall be based on the lower of the highest two ratings, provided, however, that for purposes of the foregoing, (i) “³” means a rating equal to or more favorable than; “£” means a rating equal to or less favorable than; “>” means a rating greater than; “<” means a rating less than; (ii) if ▇▇▇▇▇’▇, S&P, or Fitch shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the penultimate sentence appearing before the table below), then, notwithstanding anything to the contrary, the Applicable Rating Level shall be based on the higher of the two existing ratings; (iii) if only one of ▇▇▇▇▇’▇, S&P, and Fitch shall have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the penultimate sentence of this definition), then the Applicable Rating Level shall be the rating that is one Level below the rating established by such party; (iv) if there is no rating for the Index Debt from ▇▇▇▇▇’▇, S&P, and Fitch, then the Applicable Rating Level shall equal Level V; and (v) if the ratings established or deemed to have been established by ▇▇▇▇▇’▇, S&P and Fitch for the Index Debt shall be changed (other than as a result of a change in the rating system of ▇▇▇▇▇’▇, S&P or Fitch), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rating Level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of ▇▇▇▇▇’▇, S&P or Fitch shall change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rating Level shall be determined by reference to the rating most recently in effect prior...

Applicable Rating Level means, at any time, the number set forth below in the row next to the then-applicable ratings by S&P, ▇▇▇▇▇’▇ and Fitch, respectively, of the Borrower’s long-term senior unsecured debt. * or unrated Notwithstanding the foregoing, if the Borrower shall (i) fail to maintain a rating of its senior unsecured debt by at least two of ▇▇▇▇▇’▇, S&P and Fitch, Level 7 shall be the pricing level; (ii) maintain a rating of its senior unsecured debt from only two of ▇▇▇▇▇’▇, S&P and Fitch and (A) there is a difference of one level in such ratings, then the higher of such ratings shall be used to determine the Applicable Rating Level, or (B) there is a difference of more than one level in such ratings, then the rating that is one level below the higher of such ratings shall be used to determine the Applicable Rating Level; and (iii) maintain a rating of its senior unsecured debt from all three of ▇▇▇▇▇’▇, S&P and Fitch and there is a difference in such ratings such that (A) two of such ratings fall in the same Applicable Rating Level and are higher than the third, then the higher of such ratings will be used to determine the Applicable Rating Level, (B) two of such ratings fall in the same Applicable Rating Level and are lower than the third, then the lower of such ratings will be used to determine the Applicable Rating Level, and (C) all three such ratings fall in different Applicable Rating Levels, then the intermediate rating will be used to determine the Applicable Rating Level.

Applicable Rating Level at any time shall be determined in accordance with the Borrower’s then-applicable S&P Rating and the Borrower’s then-applicable ▇▇▇▇▇’▇ Rating as follows: S&P Rating A+ or higher or ▇▇▇▇▇’▇ Rating A1 or higher 1 S&P Rating A or ▇▇▇▇▇’▇ Rating A2 2 S&P Rating A- or ▇▇▇▇▇’▇ Rating A3 3 S&P Rating BBB+ or ▇▇▇▇▇’▇ Rating Baa1 4 S&P Rating BBB or ▇▇▇▇▇’▇ Rating Baa2 5 S&P Rating BBB- or below or ▇▇▇▇▇’▇ Rating Baa3 or below 6 The Applicable Rating Level for any day shall be determined based upon the higher of the S&P Rating and the ▇▇▇▇▇’▇ Rating of the Borrower in effect on such day. If the S&P Rating and the ▇▇▇▇▇’▇ Rating of the Borrower are not the same (i.e., a “split rating”), the higher 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. In the event that, at any time, either the S&P Rating or the ▇▇▇▇▇’▇ Rating of the Borrower is not available from one of such rating agencies, the Applicable Rating Level shall be determined on the basis of the rating from the other rating agency. In the event that, at any time, neither the S&P Rating nor the ▇▇▇▇▇’▇ Rating is available for companies generally, the Applicable Rating Level shall be determined on the basis of the corporate issuer ratings for the Borrower, or in the event that, at any time, corporate issuer ratings from each such rating agency are not available for companies generally, the Applicable Rating Level shall be determined on the basis of the last S&P Rating, ▇▇▇▇▇’▇ Rating and corporate issuer rating for the Borrower made available. In the event that, at any time, the S&P Rating, the ▇▇▇▇▇’▇ Rating or corporate issuer ratings are not available for the Borrower but are generally available for other companies, then the Applicable Rating Level shall be at Rating Level 6.

Applicable Rating Level at any time shall be determined in accordance with the then-applicable S&P Rating and the then-applicable ▇▇▇▇▇'▇ Rating as follows: ---------------------------------------------------------- S&P Rating/▇▇▇▇▇'▇ Rating Applicable Rating Level ---------------------------------------------------------- A or higher or A2 or 1 higher ---------------------------------------------------------- A- or A3 2 ---------------------------------------------------------- BBB+ or Baa1 3 ---------------------------------------------------------- BBB or Baa2 4 ---------------------------------------------------------- BBB- and Baa3 5 ---------------------------------------------------------- lower than BBB- and Baa3 6 or unrated ---------------------------------------------------------- In the event that the S&P Rating and the ▇▇▇▇▇'▇ Rating are not at the same Applicable Rating Level but differ by only one Applicable Rating Level, then the higher of the two ratings shall determine the Applicable Rating Level. In the event that the S&P Rating and the ▇▇▇▇▇'▇ Rating differ by more than one Applicable Rating Level, then the Applicable Rating Level immediately below the higher of the two ratings shall be the Applicable Rating Level. The Applicable Rating Level shall be redetermined on the date of announcement of a change in the S&P Rating or the ▇▇▇▇▇'▇ Rating.

Applicable Rating Level means, for any Borrower at any time, the level set forth below in the row next to the then applicable Debt Ratings of such Borrower. If there is a difference of one level in the Debt Ratings of such Borrower assigned by S&P and ▇▇▇▇▇'▇, then the higher Debt Rating shall be used for purposes of determining the Applicable Rating Level for such Borrower and if there is a difference of more than one level in the Debt Ratings assigned by S&P and ▇▇▇▇▇'▇ for such Borrower, then the Debt Rating one level higher than the lower Debt Rating will be used for purposes of determining the Applicable Rating Level of such Borrower. Any change in the Applicable Rating Level of any Borrower shall be effective on the date on which the applicable rating agency announces any change in the applicable Debt Rating of such Borrower. ============================================================================= S&P Debt Rating --------------- ▇▇▇▇▇'▇ Debt Rating Applicable Rating Level ------------------- ----------------------- ----------------------------------------------------------------------------- BBB+ or better 1 Baa1 or better ----------------------------------------------------------------------------- BBB 2 Baa2 ----------------------------------------------------------------------------- BBB- 3 Baa3 ----------------------------------------------------------------------------- BB+ or below* 4 Ba1 or below* ============================================================================= * or unrated

Applicable Rating Level means, for any day during any Investment Grade Period, the higher of the ratings by Moody’s or S&P, respectively, applicable on such day to the Index Debt. For purposes of the foregoing, if the ratings established by Moody’s or S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by Moody’s or S&P, as applicable, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders. Each change in the Applicable Rating Level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either Moody’s or S&P shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend these terms to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rating Level shall be determined by reference to the rating most recently in effect prior to such change or cessation.

Applicable Rating Level means and be determined by the ratings issued from time to time by S&P and Moody’s (or S&P or Moody’s, if ratings shall be available from only one of such Rating Agencies) in respect of the Company’s long-term, senior unsecured, non-credit-enhanced debt in accordance with the following: