Common use of No Downgrade Clause in Contracts

No Downgrade. Subsequent to 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 the Company or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors (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 or preferred stock issued of or guaranteed by the Company Guarantor or any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Act; 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 of or guaranteed by the Company Guarantor or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization", ,” as such term is defined by the Commission for purposes of Rule 436(g)(2Section 3(a)(62) under of the Securities 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 the Company Company, the Guarantors or any of the Guarantors their subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 the Securities or of any other debt securities or preferred stock issued of or guaranteed by the Company or any of the Guarantors 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 Company, any 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 Rule 436(g)(2) under the Securities 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 or Company, any 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 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 the Company or any of the Guarantors Guarantor by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors Guarantor (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors Guarantor by any "“nationally recognized statistical rating organization", ,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors Guarantor (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 of the Company Issuers or any of the Guarantors by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 of the Company Issuers or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors its subsidiaries by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the execution and delivery Time of this AgreementSale, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by Parent, the Company or any of the Guarantors Acquired Entity by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 Parent, the Company or any of the Guarantors Acquired Entity (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors its Significant Subsidiaries by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or any of the Guarantors its Significant Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors its Material Subsidiaries by any "“nationally recognized statistical rating organization", ” (as such term is defined by the Commission Commission) for purposes of Rule 436(g)(2) under the Securities 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 or any of the Guarantors its Material 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 the Company or any of the Guarantors Guarantor by any "“nationally recognized statistical rating organization", ,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or guaranteed by the Company or any of the Guarantors Guarantor (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 of the Company Issuers or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 of the Company Issuers or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the execution and delivery of this AgreementExecution Time, (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 by, the Company or any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 Securities, or of any other debt securities or preferred stock issued of, or other debt securities guaranteed by by, the Company or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company Issuers or any of the Guarantors their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 General Partner, the Partnership or any of the Guarantors Subsidiaries by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; and 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 18 by the Company General Partner, the Partnership or any of the Guarantors Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors its subsidiaries by any "nationally recognized statistical rating organization", ," as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors Parent Guarantor by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or any of the Guarantors Parent Guarantor (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or guaranteed by the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any Guarantor or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

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

No Downgrade. Subsequent to 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 the Company or any of the Guarantors by any "nationally recognized statistical rating organization", ," as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or guaranteed by the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 or guaranteed by the Company or any of the Guarantors by any "nationally recognized statistical rating rating" organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 securities, preferred stock issued or other indebtedness of or guaranteed by the Company or any of the Guarantors its subsidiaries by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 securities, preferred stock issued or other indebtedness of or guaranteed by the Company or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 Company, or any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization", ,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 Company, or any of the Guarantors its Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating ratings accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) 436 under the Securities 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 the Securities or of any other debt securities or preferred stock issued of or guaranteed by the Company or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any preferred stock issued or guaranteed by the Company or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 any preferred stock issued or guaranteed by the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors its Subsidiaries by any "“nationally recognized statistical rating organization", ,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors its Subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the execution and delivery of this AgreementAgreement and as of the Closing Date, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of the Subsidiary Guarantors by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Subsidiary Guarantors (other than an announcement with positive implications of a possible upgrading).

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

No Downgrade. Subsequent to 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 the Company or any of the Guarantors Partnership Entities by any "nationally recognized statistical rating organization", ," as such that term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 securities issued or guaranteed by the Company or any of the Guarantors Partnership Entities (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company Issuers or any of the Guarantors their subsidiaries by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company Issuers or any of the Guarantors their subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors Guarantor by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or any of the Guarantors Guarantor (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or guaranteed by the Company or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 the Company or any of the Guarantors Issuer by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors Issuer (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the execution and delivery of this AgreementAgreement and on or 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 or guaranteed by the Company or any of the Guarantors by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt 11 securities or preferred stock issued or guaranteed by the Company or any of the Guarantors Guarantor by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the 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 the Company or any of the Guarantors Guarantor (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 any of the Guarantors its subsidiaries by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the execution and delivery Time of this AgreementSale, (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 any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization", ,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 or any of the Guarantors its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to 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 Company, any 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 Rule 436(g)(2) under the Securities 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 or Company, any 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 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 Company, or any of the Guarantors its subsidiaries by any "“nationally recognized statistical rating organization"”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 Company, or any of the Guarantors its Subsidiaries (other than an announcement with positive implications of a possible upgrading).