Common use of No Material Adverse Change or Ratings Agency Change Clause in Contracts

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Optional Shares purchased after the Optional SharesFirst Closing Date, any Subsequent each Option Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which isMaterial Adverse Change that could, in the sole judgment of the Representatives, so material and adverse as be expected to (i) make it impractical impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Offered Shares as on the terms and in the manner contemplated by this Agreement, the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, or (ii) materially impair the investment quality of any of the Offered Shares; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change change, increase or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgradingdowngrading of any securities of the Company outstanding on the date of this Agreement, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement Agreement, or the respective dates as of which information is given in the Prospectus and the Disclosure Package, and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Optional Shares the Optional Sharespurchase and sale of which occur after the First Closing Date, any Subsequent each Option Closing Date: (iA) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified , which in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make Representatives makes it impractical impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Firm Shares of the First Closing Date or the Optional Shares on the Option Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Registration Statement and General Disclosure Package or the Prospectus; and (iiiB) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) other than as contemplated by the Disclosure Package and the Prospectus, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional SharesNotes, any Subsequent Closing Date: (i) in the judgment of the Representatives MLPFS there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesMLPFS, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change;; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities or indebtedness of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436 under the Securities Act; and (iii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement Preliminary Offering Memorandum and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities ActPricing Supplement.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse ChangeChange that makes it impracticable or inadvisable to proceed with the offer, sale or delivery of the Notes; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (ac) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Securities as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgradingdowngrading in or withdrawal of, nor shall any notice have been given of any intended or potential downgrading or withdrawal or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company Company, the Guarantors or any of its their respective subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change change, increase or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Shares as contemplated by the Registration Statement Statement, the Disclosure Package and the Prospectus; and (iii) there subsequent to the execution and delivery of this Agreement, (A) no downgrading shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to any securities of issued or guaranteed by the Company Company, the Operating Partnership or any of its their respective subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2the Exchange Act; and (B) 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 securities of or guaranteed by the Securities ActCompany, the Operating Partnership or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior Execution Time to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Securities as contemplated by the Registration Statement Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of or guaranteed by the Company Issuer or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization” " as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse ChangeChange that makes it impracticable or inadvisable to proceed with the offer, sale or delivery of the Notes; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (aSection 5(c) of this Section 5 hereof, which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Securities as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgradingdowngrading in or withdrawal of, nor shall any notice have been given of any intended or potential downgrading or withdrawal or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company Company, the Guarantors or any of its their respective subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change change, increase or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Shares as contemplated by the Registration Statement Statement, the Disclosure Package and the Prospectus; and (iii) there subsequent to the execution and delivery of this Agreement, (A) no downgrading shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to any securities of issued or guaranteed by the Company Company, the Operating Partnership or any of its their respective subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2the Exchange Act; and (B) 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 securities of or guaranteed by the Securities ActCompany, the Operating Partnership or any of their respective subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change change, increase or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Shares as contemplated by the Registration Statement Statement, the Disclosure Package and the Prospectus; and (iii) there subsequent to the execution and delivery of this Agreement, (A) no downgrading shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to any securities of issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2the Exchange Act; and (B) 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 securities of or guaranteed by the Securities ActCompany or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional SharesDebentures, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Debentures as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which 6 which, taken as a whole, is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Shares Securities as contemplated by this Agreement, the Registration Statement Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company Issuers or any of its their subsidiaries by any “nationally recognized statistical rating organization” as Rating Agency, and no such term is defined for purposes of Rule 436(g)(2) organization shall have publicly announced that it has under the Securities Actsurveillance or review, with possible negative implications, any such rating.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Optional Shares purchased after the Optional SharesFirst Closing Date, any Subsequent each Option Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which isMaterial Adverse Change that could, in the sole judgment of the RepresentativesRepresentative, so material and adverse as be expected to (i) make it impractical impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Offered Shares as on the terms and in the manner contemplated by this Agreement, the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, or (ii) materially impair the investment quality of any of the Offered Shares; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any the Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional SharesDebentures, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Debentures as contemplated by the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum; and (iii) there shall not have occurred any downgrading, nor shall any written notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior Execution Time to the Closing Date and, with respect to the Optional SharesSecurities, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Securities as contemplated by the Registration Statement Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of or guaranteed by the Company Unit Issuer or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional SharesNotes, any Subsequent Closing Date: (i) in the judgment of the Representatives BAS, there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesBAS, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) Subsequent to the Time of Sale or, if earlier, the dates as of which information is given in the judgment of Pricing Disclosure Package and the Representatives there shall not have occurred any Material Adverse Change; (ii) Final Offering Memorandum, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Offering Memorandum the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Securities as contemplated by the Registration Statement Pricing Disclosure Package and the ProspectusFinal Offering Memorandum.; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” as such term is defined for purposes registered under Section 15E of Rule 436(g)(2) under the Securities Exchange Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change change, increase or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Shares as contemplated by the Registration Statement Statement, the Disclosure Package and the Prospectus; and (iii) there subsequent to the execution and delivery of this Agreement, (A) no downgrading shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to any securities of issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2the Exchange Act; and (B) 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 other securities of or guaranteed by the Securities ActCompany or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional SharesOption ADSs, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares ADSs as contemplated by the Registration Statement and the Prospectus; and (iii) there no downgrading shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of or guaranteed 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 ActAct and no such organization shall have publicly announced that it intends to downgrade or has under surveillance or review, or has changed its outlook with respect to, its rating of any securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change change, increase or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Shares as contemplated by the Registration Statement Statement, the Disclosure Package and the Prospectus; and (iii) there subsequent to the execution and delivery of this Agreement, (A) no downgrading shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to the Series G Preferred Stock or any other securities of issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2the Exchange Act; and (B) 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 ActSeries G Preferred Stock or any other securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Optional Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 6 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters of the Company’s independent registered public accountants referred to in paragraph (ac) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Securities as contemplated by the Registration Statement Statement, the Time of Sale Information and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the reasonable judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Shares Securities as contemplated by this Agreement, the Registration Statement Statement, the Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(215c3-1(c)(2)(vi)(F) under the Securities Exchange Act, and no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, any such rating.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional SharesOption ADSs, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (aSection 5(a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares ADSs as contemplated by the Registration Statement and the Prospectus; and (iii) there no downgrading shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of or guaranteed 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 ActAct and no such organization shall have publicly announced that it intends to downgrade or has under surveillance or review, or has changed its outlook with respect to, its rating of any securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives BAS there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph paragraphs (a) and (h) of this Section 5 which is, in the sole judgment of the RepresentativesBAS, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse ChangeChange that makes it impracticable or inadvisable to proceed with the offer, sale or delivery of the Notes; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (ac) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Securities as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgradingdowngrading in or withdrawal of, nor shall any notice have been given of any intended or potential downgrading or withdrawal or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company Company, the Guarantors or any of its their respective subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date Date, and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Underwriter there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company Trust or any of its subsidiaries by any “"nationally recognized statistical rating organization” " as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been change, or any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which isdevelopment involving a prospective change, in the sole judgment condition, financial or otherwise, or in the earnings, business or operations of the RepresentativesCompany and its subsidiaries, so taken as a whole, from that set forth in the Pricing Disclosure Package provided to prospective purchasers of the Securities that, in your judgment, is material and adverse as and that makes it, in your judgment, impracticable to make it impractical or inadvisable to proceed with market the offering or delivery of Securities on the Shares as terms and in the manner contemplated by in the Registration Statement and the ProspectusPricing Disclosure Package; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries or any of their securities or indebtedness by any “"nationally recognized statistical rating organization” " as such term is defined for purposes of Rule 436(g)(2) 436 under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 6 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries subsidiary by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change;; and (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Common Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Common Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries subsidiary by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For Subsequent to the period from execution and after the date delivery of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent First Closing Date:, or the Second Closing Date, as the case may be, (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified Material Adverse Change in the letter condition (financial or letters referred to otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in paragraph (a) of this Section 5 which isthe Registration Statement or Prospectus, which, in the your sole judgment of the Representativesjudgment, so is material and adverse as to make it impractical and that makes it, in your sole judgment, impracticable or inadvisable to proceed with the public offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date Date, and, with respect to the Optional Common Shares, any prior to the applicable Subsequent Closing Date: (i) in the judgment of the Representatives Underwriters there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction (other than an announcement with positive implications of the a possible changeupgrading, and no implication of a possible downgrading), in the rating accorded to any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, as a result of which, in the sole judgment of the Representatives, it is impracticable or inadvisable to purchase and pay for the Common Shares in the manner and on the terms described in the Time of Sale Prospectus and the Prospectus or to enforce contracts for the sale of securities.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the reasonable judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Shares Securities as contemplated by this Agreement, the Registration Statement Statement, the Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, and no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, any such rating.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Common Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Underwriter there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 6 which is, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Common Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries subsidiary by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization” " as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date Date, and, with respect to the Optional Common Shares, any prior to the applicable Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction (other than an announcement with positive implications of the a possible changeupgrading, and no implication of a possible downgrading), in the rating accorded to any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, as a result of which, in the sole judgment of the Representatives, it is impracticable or inadvisable to purchase and pay for the Common Shares in the manner and on the terms described in the Time of Sale Prospectus and the Prospectus or to enforce contracts for the sale of securities.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date and, with respect to the Optional SharesNotes, any Subsequent Closing Date: (i) in the judgment of the Representatives BAS there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesBAS, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Notes as contemplated by the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Optional Shares purchased after the Optional SharesFirst Closing Date, any Subsequent each Option Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which isMaterial Adverse Change that could, in the sole judgment of the Representatives, so material and adverse as be expected to (i) make it impractical impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Offered Shares as on the terms and in the manner contemplated by this Agreement, the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, or (ii) materially impair the investment quality of any of the Offered Shares; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2Section 3(a)(62) under of the Securities Exchange Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior Execution Time to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date: (i) in the judgment of the Representatives Underwriter there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Securities as contemplated by the Registration Statement Disclosure Package and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of or guaranteed by the Company Issuer or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Offered Shares, any Subsequent prior to the Second Closing Date: (i) in the judgment of the Representatives Underwriters, there shall not have occurred any Material Adverse Change; (ii) there shall not have been any change or decrease specified Change from that set forth in the letter Registration Statement or letters referred to in paragraph (a) of this Section 5 which isProspectus, which, in the sole judgment of the RepresentativesUnderwriters, so is material and adverse as to make it impractical and that makes it, in the sole judgment of the Underwriters, impracticable or inadvisable to proceed with the public offering or delivery of the Offered Shares as contemplated by the Registration Statement and the Prospectus; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.