Common use of No Downgrade Clause in Contracts

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Company or any of its subsidiaries, the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined ”, registered under Section 3(a)(62) under 15E of the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, and prior to the purchase of Securities on the Closing Date, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, or guaranteed by, of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section by the Commission in Rule 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or any such other debt securities or preferred stock issued or guaranteed by of the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission for purposes of Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issuedof, or guaranteed by, the Company or any of its subsidiaries that are rated by any a “nationally recognized statistical rating organization,” as such term is defined under in Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt securities or preferred stock of, or guaranteed by, the Company that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed byby the Operating Partnership, the Company or any of its their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Operating Partnership, the Company or any of its their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under in Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission for purposes of Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Company’s common stock or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Company’s common stock or of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company Parent or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Parent or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, the Company by Parent or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company Parent or any of its subsidiaries the Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or Xxxxxxxx Xxxx or any of its their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or Xxxxxxxx Xxxx or any of its their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, the Company or by any of its subsidiaries Group Member by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries Group Member (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded Parent or any of its subsidiaries, the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, the Company by Parent or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under by the Commission for purposes of the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook downward with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Parent or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed byby the Company, the Company Operating Partnership or any of its their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Company, the Operating Partnership or any of its their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (Ai) the Applicable Time and (Bii) the execution and delivery of this Agreement, (ix) no downgrading shall have occurred in the rating accorded to the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under by the Commission for purposes of Section 3(a)(62) under of the Exchange 1934 Act and (iiy) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, the Company or by any of its subsidiaries the Calumet Parties by any “nationally recognized statistical rating organization,” as such term is defined under used in Section 3(a)(62) under 15E of the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries the Calumet Parties (in each case, other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Notes or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this AgreementAgreement and prior to the Closing Date, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading or withdrawal shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier Time of (A) the Applicable Time and (B) the execution and delivery of this AgreementExecution, (i) no downgrading shall have occurred in the rating accorded to the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries Issuer by any “nationally recognized statistical rating organization,” as such term is defined under in Section 3(a)(62) under the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, review or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries to (other than an announcement with positive implications of a possible upgrading) its rating of the Securities or of any other debt securities issued or guaranteed by the Issuer (other than an announcement with positive implications of a possible upgrade).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed byby AHR, the Company Issuer or any of its subsidiaries Issuer Subsidiary by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by AHR, the Company Issuer or any of its subsidiaries Issuer Subsidiary (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Act Securities Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Company or any of its subsidiaries, any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission for purposes of Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced indicated that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Notes or any debt securities, convertible securities or preferred stock issuedof, or guaranteed by, the Company or any of its subsidiaries that are rated by any a “nationally recognized statistical rating organization,” as such term is defined under in Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, shares issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock shares issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, shares issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock shares issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries that are rated by any “nationally recognized statistical rating organization,” as such term is defined under by the Commission for purposes of Section 3(a)(62) 3 under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company Guarantor or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission in Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company Guarantor or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, (including the Securities) issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company Issuers or any of its their subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Issuers or any of its their subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt securities or preferred stock of, or guaranteed by, the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded to the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act Standard and Poor’s, a division of XxXxxx-Xxxx Companies, or Fitch Ratings, Ltd.; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities (including the Securities) or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries the Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, Agreement and prior to the Closing Date (i) no downgrading shall have occurred in the any rating accorded to the Company or any of its subsidiaries or any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” (as such term is defined under Section 3(a)(62) under of the Exchange Act Act); and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Company or any such of its subsidiaries or any debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an any announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission for purposes of Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, the Company by Holdings or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission for purposes of Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company Holdings or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading or withdrawal shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded if there are any debt securities, convertible securities or preferred stock issuedof, or guaranteed by, the Company or any of its subsidiaries that are rated by any a “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities or preferred stock and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded Parent or any of its subsidiaries, the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, the Company by Parent or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under by the Commission for purposes of the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook downward with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Parent or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission in Section 3(a)(62) under of the Exchange Act Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under in Section 3(a)(62) under of the Exchange Act Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under by the Commission in Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Company or any of its subsidiaries, the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission for purposes of Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced indicated that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries Subsidiaries, if any, by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries Subsidiaries, if any (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, the Company or by any of its subsidiaries the Partnership Entities or Equitrans by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Partnership Entities or any of its subsidiaries Equitrans (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and date of delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded to the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under in Section 3(a)(62) under of the Exchange Act Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt other securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission for purposes of Section 3(a)(623(A)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to If there are any debt securities or preferred stock of, or guaranteed by, the earlier Company or any of (Aits subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Applicable Time and (B) the execution and delivery of this AgreementExchange Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries the Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company Parent or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Parent or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under by the Commission for purposes of Section 3(a)(62) under of the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Company, the Guarantors or any of its their subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (Ai) the Applicable Time of Sale and (Bii) the execution and delivery of this Agreement, (iA) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under in Section 3(a)(62) under of the Exchange Act Act, and (iiB) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under of the Exchange 1934 Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange 1933 Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under by the Commission for purposes of Section 3(a)(623(a)(2) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Company or any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Company or any such debt securities, convertible securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company Issuer or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Issuer or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company Parent Guarantor or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company Parent Guarantor or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, if there are any debt securities or preferred stock of, or guaranteed by, the Company that are rated by a “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall have occurred in the rating accorded any such debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Underwriting Agreement, (i) no downgrading shall have occurred in the rating accorded the Company or any of its subsidiaries, any debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined registered under Section 3(a)(62) under 15E of the Exchange Act Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, issued or guaranteed by, by the Company or any of its subsidiaries the Guarantors by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Applicable Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities, convertible securities or preferred stock issued, of or guaranteed by, by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any such other debt securities or preferred stock issued of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).