Material Adverse Change. Since September 30, 2018, there has been no change in the business, condition (financial or otherwise), operations, performance or Properties of the Company and its Subsidiaries, as reflected in the audited annual consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended on such date described in [Section 6.4], which has had or could reasonably be expected to have a Material Adverse Effect.

Material Adverse Effect. A Material Adverse Effect shall have occurred, as determined by [[Organization B:Organization]] in its sole good faith discretion and not been waived in writing; or

Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, # in the reasonable judgment of the Agent there shall not have occurred any Material Adverse Change; and # 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 Section 3(a)(62) of the Exchange Act.

No litigation, investigation or proceeding (including any environmental proceeding) of or before any arbitrator or Governmental Authority is pending or, to the knowledge of a Responsible Officer of any Credit Party, threatened in writing by or against any Credit Party or any of its Subsidiaries or against any of its or their respective properties or revenues # with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby, or # which would reasonably be expected to have a Material Adverse Effect.

Material Adverse Change. A Material Adverse Change occurs;

Material Adverse Conditions. No Material Adverse Effect shall have occurred, other than the Cases, since December 31, 2016;

Material Adverse Effect. Any Material Adverse Effect occurs;

Material Adverse Effect. Any event or occurrence happens which results in or causes, or is reasonably likely to result in or cause, a Material Adverse Effect.

Material Adverse Effect. There shall not have occurred a Material Adverse Effect since the Effective Date and prior to the Closing.

Material Contract Defaults. UBI is not, or has not, received any notice nor has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which UBI is a party # with expected receipts or expenditures in excess of $10,000, # requiring UBI to indemnify any person, # granting exclusive rights to any party, # evidencing indebtedness for borrowed or loaned money in excess of $10,000 or more, including guarantees of such indebtedness, or # which, if breached by UBI in such a manner would # permit any other party to cancel or terminate the same (with or without notice of passage of time) or # provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from UBI or # give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.