Definition of "Investment Grade Rating."

Definition of "Investment Grade Rating.". The definition of "Investment Grade Rating" in each of the Notes and Officers' Certificates is hereby deleted in its entirety and replaced with the following:"Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's (as defined below) and BBB- (or the equivalent) by S&P (as defined below), and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies (as defined below) selected by the Company.