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 issued or guaranteed by Holdings or any of 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 issued or guaranteed by 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 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 Holdings Parent or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization”, ,” as such term is defined by under Section 3(a)(62) of the Commission for purposes 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 issued or preferred stock of or guaranteed by Holdings 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 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 Holdings Parent or any of its subsidiaries by any “nationally recognized statistical rating organization”, ,” as such term is defined by the Commission for purposes of Rule 436(g)(2under Section 3(a)(62) 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 or guaranteed by Holdings 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 Time of Sale and (B) the execution and delivery of this Agreement, and prior to the Closing Date (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities issued or guaranteed by Holdings the Company or any of 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 issued or guaranteed by Holdings 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 Time of Sale and (B) the execution and delivery 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 Holdings or any of its subsidiaries Issuer, other than debt securities that are not guaranteed by NNI, 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 Holdings or any of its subsidiaries Issuer (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 issued of or guaranteed by Holdings the Guarantor or any of 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 issued of or guaranteed by Holdings the 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 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 issued or guaranteed by Holdings of the Company or any of 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 issued or guaranteed by Holdings 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 Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities Notes or any other debt securities issued or preferred stock of or guaranteed by Holdings Parent or any of its subsidiaries the 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 Notes or of any other debt securities issued or preferred stock of or guaranteed by Holdings 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 Time of Sale 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 issued or guaranteed by Holdings or any of its subsidiaries the Issuer by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2in Section 3(a)(62) under the Securities Exchange 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, 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 Holdings or any of its subsidiaries the Issuer (other than an announcement with positive implications of a possible upgradingupgrade).

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 Holdings or any of its subsidiaries the Company 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 Holdings or any of its subsidiaries the Company (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 issued or guaranteed by Holdings or any of its subsidiaries the Company by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2under Section 3(a)(62) under the Securities Act; 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 respect to, its rating of the Securities or of any other debt securities issued or guaranteed by Holdings or any of its subsidiaries the Company (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 issued or guaranteed by Holdings or any of its subsidiaries the Company 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 issued or guaranteed by Holdings or any of its subsidiaries the Company (other than an announcement with positive implications of a possible upgrading).

No Downgrade. Subsequent to the earlier of (A) From and after the Time of Sale and (B) prior to the execution and delivery of this AgreementClosing 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 Holdings the Indirect Parent, the Company or any of its 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 Holdings the Indirect Parent, the Company or any of its their subsidiaries (other than an announcement with positive implications of a possible upgradingupgrading or otherwise indicating an improvement).

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 Holdings or any of its subsidiaries the Company 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 Holdings or any of its subsidiaries the Company (other than an announcement with positive implications of a possible upgradingupgrading or an announcement which reaffirms, reiterates or restates the substance of any announcement made prior to the date hereof).

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 issued or guaranteed by Holdings or any preferred stock of its subsidiaries the Company 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 issued or guaranteed by Holdings or any preferred stock of its subsidiaries the Company (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 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 Holdings Parent, the Company or any of its subsidiaries 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 Holdings Parent, the Company or any of its subsidiaries Acquired Entity (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 Holdings the Company or any of 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 Holdings 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) From and after the Time of Sale and (B) on or prior to the execution and delivery of this AgreementClosing 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 Holdings the Issuers or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by in Section 3(a)(62) of the Commission for purposes of Rule 436(g)(2) under 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 Holdings the 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 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 Holdings the Company or any of its subsidiaries 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 Holdings the Company or any of its subsidiaries 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 issued of or guaranteed by Holdings the Parent Guarantor or any of 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 issued of or guaranteed by Holdings the 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 Time of Sale and (B) 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 issued or preferred stock of, or other debt securities guaranteed by Holdings by, the Company or any of 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 issued or preferred stock of, or other debt securities guaranteed by Holdings 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 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 Holdings the Company or any of 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 Holdings the Issuers 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 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 any securities or preferred stock issued or guaranteed by Holdings the Parent or any of its subsidiaries by any “nationally recognized statistical rating organization”, ,” as such term is defined by the Commission for purposes of Rule 436(g)(2under Section 3(a)(62) 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 or guaranteed by Holdings the 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 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 issued or preferred stock of or guaranteed by Holdings or any of its subsidiaries the Company by any “nationally recognized statistical rating organization”, ” as such term is defined by the Commission for purposes of Rule 436(g)(215c3-1(c)(2)(vi)(F) 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 issued or preferred stock of or guaranteed by Holdings or any of its subsidiaries the Company (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 issued or guaranteed by Holdings or any of its subsidiaries the Company 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 issued or guaranteed by Holdings or any of its subsidiaries the Company (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 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 Holdings or any of its subsidiaries 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 Holdings or any of its subsidiaries Issuer (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 Securities or any other debt securities or preferred stock issued or guaranteed by Holdings or any of its subsidiaries the Calumet Parties by any “nationally recognized statistical rating organization”, ,” as such term is defined by used in Section 15E of the Commission for purposes of Rule 436(g)(2) under the Securities 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 or of any other debt securities or preferred stock issued or guaranteed by Holdings 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 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 Holdings the Issuers or any of its 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 Holdings the 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 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 Holdings or any of its subsidiaries the Calumet Parties by any “nationally recognized statistical rating organization”, ,” as such term is defined by used in Section 15E of the Commission for purposes of Rule 436(g)(2) under 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 Holdings or any of its subsidiaries the Calumet Parties (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 AgreementExecution Time, (iA) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities issued of or guaranteed by Holdings the Company or any of its subsidiaries 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 (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 issued or preferred stock of or guaranteed by Holdings the Company or any of its subsidiaries 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 Holdings or any of its subsidiaries the Company 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 Holdings or any of its subsidiaries the Company (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 issued of or guaranteed by Holdings or any of its subsidiaries the Company 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 issued of or guaranteed by Holdings or any of its subsidiaries the Company (other than an announcement with positive implications of a possible upgrading).