debt or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, prospects, stockholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in each of the Time of Sale Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of Barclays, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Unit Securities being delivered on such Remarketing Settlement Date on the terms and in the manner contemplated in Time of Sale Prospectus and the Prospectus. (k) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Company's or any Significant Subsidiary's debt securities or financial strength by any "nationally recognized statistical rating 20 organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act (except as contemplated by clause (ii)), (ii) no such organization shall have publicly announced or privately communicated to the Company or any Significant Subsidiary that it has under surveillance or review, with possible negative implications, its rating of any of the Company's or any Significant Subsidiary's debt securities or financial strength, other than any downgrade by Fitch that is consistent with its existing negative outlook and as set forth or contemplated in each of the Time of Sale Prospectus and the Prospectus, and (iii) the Remarketing Securities shall have continued to be rated (x) by Moody's, Investor Service, Inc., (y) by Standard & Poor's Corporate Ratings Services, and (x) by A.M. Best Company, Inc. (l) On