Common use of Conditions to the Obligations of the Managers Clause in Contracts

Conditions to the Obligations of the Managers. The several obligations of the Managers are subject to the representations and warranties of the Company contained herein being true and correct on the date hereof, as of each Time of Sale and as of each Settlement Date, and to the following conditions: (a) Since the later of (A) the date of this Agreement and (B) the immediately preceding Representation Date: (i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; (ii) (a) no downgrading shall have occurred in the rating accorded any securities of the Company or any of its subsidiaries or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the 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 of the securities issued or guaranteed by the Company or any of its respective subsidiaries (other than an announcement with positive implications of a possible upgrading); and (iii) no event or condition of a type described in Section 1(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the General Disclosure Package and the Prospectus, the effect of which in the judgment of the Managers makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated by this Agreement, the General Disclosure Package and the Prospectus.