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

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date: (i) there has been no change or any development involving a prospective change in the business, properties, management, condition (financial or otherwise) or results of operations of the Partnership and its Subsidiaries, taken as a whole, the effect of which change or development is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering, sale or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in the Pricing Disclosure Package and the Prospectus; 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 of the Obligors or any of their respective securities by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) under the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date: (i) there has been no change or any development involving a prospective change in the business, properties, management, condition (financial or otherwise) or results of operations of the Partnership and its SubsidiariesObligors, taken as a whole, the effect of which change or development is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering, sale or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in the Pricing Disclosure Package and the Prospectus; 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 of the Obligors or any of their respective securities by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) under the Exchange Act.

No Material Adverse Effect 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 Notes, any Subsequent Closing Date: (i) in the judgment of the Representatives there has shall not have occurred any Material Adverse Effect; (ii) there shall not have been no any change or any development involving a prospective change decrease identified in the business, properties, management, condition letter or letters referred to in paragraph (financial g) of this Section 5 from the letter or otherwiseletters referred to in paragraph (a) or results of operations of the Partnership and its Subsidiaries, taken as a whole, the effect of this Section 5 which change or development is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering, sale offering or the delivery of the Securities on Notes as contemplated by the terms and in the manner contemplated in this Agreement and in the Pricing Disclosure Package 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 Obligors Company or any of their respective securities its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) under the Exchange Securities Act.