Common use of No Downgrade Clause in Contracts

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62) 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership or any of 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 or preferred stock issued of, or guaranteed by any Issuerby, Parent, Partnership the Company or any of their respective subsidiaries its Significant Subsidiaries that are rated by any a “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent Except as otherwise disclosed in the Time of Sale Information and the Offering Memorandum, subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries its Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of in Section 3(a)(62) 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries its Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 if there are any other debt securities or preferred stock issued of or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries that are rated by any a “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of under the Exchange Securities 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 the Securities or of any other such debt securities or preferred stock issued of or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its 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, (i) no downgrading shall have occurred in the rating accorded the Securities or if there are any other debt securities or preferred stock issued of or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries that are rated by any a “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of under the Exchange Securities Act; , (A) no downgrading shall have occurred in the rating accorded any such debt securities or preferred stock 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 of any other such debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued of or guaranteed by the Company, any Issuer, Parent, Partnership of the Guarantors or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued of or guaranteed by the Company, any Issuer, Parent, Partnership of the Guarantors or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (Ai) the Time of Sale and (Bii) the execution and delivery of this Agreement, (iA) no downgrading shall have occurred in the rating accorded the Company or any of its subsidiaries, the Securities or any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62) of under the Exchange Act; , and (iiB) 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (Ai) the Time of Sale and (Bii) the execution and delivery of this Agreement, (iA) no downgrading shall have occurred in the rating accorded the Company or any of the Guarantors, the Securities or any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of under the Exchange Securities 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 of any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Capital Securities or any other debt securities or preferred stock issued of the Trust or the Company or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 Capital Securities or of any other debt securities or preferred stock issued of the Trust or the Company or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries the Guarantor by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of under the Exchange ActSecurities Act (as in effect on July 20, 2010); 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries the Guarantor (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership Symmetry or any of their respective subsidiaries the Post Transaction Subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership Symmetry or any of their respective subsidiaries the Post Transaction Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued of or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued of or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities Securities, or any other debt securities or preferred stock issued of, or other debt securities guaranteed by any Issuerby, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 Securities, or of any other debt securities or preferred stock issued of, or other debt securities guaranteed by any Issuerby, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued of or guaranteed by the Company, any Issuer, Parent, Partnership of the Guarantors or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of 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 other debt securities or preferred stock issued of or guaranteed by the Company, any Issuer, Parent, Partnership of the Guarantors or any of 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 AgreementAgreement and prior to the Closing Time, (i) no downgrading shall have occurred in in, or withdrawal of, the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by any Issuerthe Company, Parent, the Operating Partnership or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of under Section 3(a)(62) of the Exchange 1934 Act; , shall have occurred 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 other debt securities or preferred stock issued or guaranteed by any Issuerthe Company, Parent, the Operating Partnership or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 (including convertible debt securities) or preferred stock issued or guaranteed by any Issuer, Parent, Partnership either of the Issuers or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership either of the Issuers or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of under the Exchange ActSecurities Act (as in effect on July 20, 2010); 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62) of 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued of or guaranteed by the Company or Encore, any Issuer, Parent, Partnership of the Guarantors or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued of or guaranteed by the Company or Encore, any Issuer, Parent, Partnership of the Guarantors or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (Ai) the Time of Sale and (Bii) the execution and delivery of this Agreement, (iA) no downgrading shall have occurred in the rating accorded the Partnership or any of its subsidiaries, the Securities or any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, the Partnership or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62) of under the Exchange Act; , and (iiB) 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, the Partnership or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent Except as otherwise disclosed in the Time of Sale Information and the Offering Memorandum, subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of in Section 3(a)(62) 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective 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 if there are any other debt securities or preferred stock issued of or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries that are rated by any a “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange 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 the Securities or of any other such debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership or any of 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, 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”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, (i) no downgrading shall have occurred in the rating accorded the Securities or any other such debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62) 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 other such debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgradingup-grading).

No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities (if any) or any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 (if any) or of any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (Ai) the Time of Sale and (Bii) the execution and delivery of this AgreementAgreement and prior to the Closing Date, (iA) no downgrading shall have occurred in the rating accorded to the Securities Notes or any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Issuer or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section Rule 3(a)(62) of under the Exchange 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 Notes or of any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Issuer or any of their respective 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 Debt Securities or any other debt securities or preferred stock issued or guaranteed by any Issuerthe Company, Parent, Partnership the Parent Guarantor or any of their respective the Parent Guarantor’s subsidiaries by any a “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of under Section 3(a)(62) of 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 other such debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities Company, Caesars or any other of their respective subsidiaries, or any debt securities, convertible securities or preferred stock issued or guaranteed by any Issuerthe Company, Parent, Partnership Caesars or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of under Section 3(a)(62) of 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 other such debt securities or preferred stock issued or guaranteed by any Issuerthe Company, Parent, Partnership Caesars or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent Except as otherwise disclosed in the Time of Sale Information and the Offering Memorandum, subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of in Section 3(a)(62) 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective 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 AgreementAgreement and prior to the Closing Time, (i) no downgrading shall have occurred in in, or withdrawal of, the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by any Issuerthe Company, Parent, the Operating Partnership or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of under Section 3(a)(62) of under the Exchange 1934 Act; , shall have occurred 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 other debt securities or preferred stock issued or guaranteed by any Issuerthe Company, Parent, the Operating Partnership or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).. (n)

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 if there are any other debt securities or preferred stock issued of, or guaranteed by any Issuerby, Parent, Partnership the Company or any of their respective its subsidiaries that are rated by any a “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of under the Exchange 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 the Securities or of any other such debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued of, or guaranteed by any Issuerby, Parent, Partnership the Company or any of their respective subsidiaries the Guarantors that is rated by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued of, or guaranteed by any Issuerby, Parent, Partnership the Company or any of their respective subsidiaries the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective 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 or preferred stock units or stock, as the case may be, issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries that are rated by any a “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of under Section 3(a)(62) of under the Exchange Act; , and (ii) no such organization shall have publicly announced that it has under surveillance or reviewreview with possible negative implications, or has changed its outlook with possible negative implications with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 long-term debt securities or preferred stock issued of, or guaranteed by any Issuerby, Parentthe Company, Partnership the Guarantors or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other long-term debt securities or preferred stock issued of, or guaranteed by any Issuerby, Parentthe Company, Partnership the Guarantors or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” ”, as such term is defined by the Commission for purposes of Section 3(a)(62) of 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the 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 or preferred stock issued of or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries its Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of 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 other debt securities or preferred stock issued of or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries its Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities Company or any of its Subsidiaries, the Notes or any other debt securities or preferred stock unit issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries its Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section Rule 3(a)(62) of 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 Notes or of any other debt securities or preferred stock unit issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective subsidiaries its Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent For the period from and after the signing of this Agreement and prior to the earlier of (A) Closing Date or Additional Closing Date, as the Time of Sale and (B) the execution and delivery of this Agreementcase may be, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Section 3(a)(62Rule 436(g)(2) of 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 other debt securities or preferred stock issued or guaranteed by any Issuer, Parent, Partnership the Company or any of their respective its subsidiaries (other than an announcement with positive implications of a possible upgrading).