SPECIAL PEPL EVENT DATE

SPECIAL PEPL EVENT DATE. Shall mean the initial date that occurs on or after the effective date of this Guaranty Agreement on which PEPL (which term "PEPL", for the avoidance of doubt, includes any successor to PEPL or any assignee or transferee of PEPL's interest in the Company) possesses both a senior unsecured long-term debt rating of BBB- or better from S&P and a senior unsecured long-term debt rating of Baa3 or better from Moody's.