Common use of Conditions Precedent to Each Credit Event Clause in Contracts

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties set forth in Article IV and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006. The submission by the Borrowers to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrowers that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial BorrowingBorrowing and the initial Letter of Credit) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to Agent (and Issuing Bank, in the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, case of an LC Application) the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Conversion, Notice of Interest Period SelectionSelection or LC Application, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrower and its Subsidiaries set forth in Article IV Paragraph 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change All of the Credit Documents are in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006full force and effect. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and ), each Notice of Interest Period Selection and each LC Application shall be deemed to be a representation and warranty by the Borrowers Borrower that each of the statements set forth above in this Section Subparagraph 3.02(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Revolving Loan Conversion or Notice of Revolving Loan Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) No Default has occurred and is continuing or will result from such Credit Event; (ii) This Agreement, the Security Agreement, the Pledge Agreement and the Guaranty are in full force and effect; (iii) The aggregate principal amount of the Revolving Loans together with the aggregate amount of all Letter of Credit Obligations shall not exceed the Total Commitment; and (iv) With respect to any Credit Event that constitutes (A) the making of any Loan (including a Swing Line Loan), (B) the issuance of a Letter of Credit or (C) the making of an L/C Credit Extension, the representations and warranties of the Loan Parties set forth in Article IV and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Revolving Loan Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Revolving Loan Interest Period Selection Selection, as applicable to such Credit Event, shall be deemed to be a representation and warranty by the Borrowers Borrower that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial BorrowingBorrowing and the initial Letter of Credit) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Loan Conversion, Notice of Interest Period SelectionSelection or LC Application, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrower set forth in Article IV and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date);; and (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and Loan or a Base Rate Portion), each Notice of Interest Period Selection and each LC Application shall be deemed to be a representation and warranty by the Borrowers that each of the statements set forth above in this Section 3.02(b) is true and correct Borrower as of the date of such noticethereon as to the above.

Conditions Precedent to Each Credit Event. The occurrence of each ----------------------------------------- Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrower and its Subsidiaries set forth in Article IV Paragraph 4.01 and in the other Credit -------------- Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change All of the Credit Documents are in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006full force and effect. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrowers Borrower that each of the statements set forth above in this Section 3.02(bSubparagraph 3.03(b) is true and correct as of the date -------------------- of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion Term Loan Conversion, or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrowers and their Subsidiaries set forth in Article IV Paragraph 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date);; and (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006. The submission by any of the Borrowers to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Term Loan Conversion (other than a notice for a conversion to a Base Rate LoanPortion) and each Notice of Interest Period Selection (other than a notice selecting an Interest Period of one (1) month) shall be deemed to be a representation and warranty by the Borrowers such Borrower that each of the statements set forth above in this Section 3.02(bSubparagraph 3.03(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion Term Loan Conversion, or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrowers and their Subsidiaries set forth in Article IV Paragraph 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date);; and (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006. The submission by any of the Borrowers to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Term Loan Conversion (other than a notice for a conversion to a Base Rate LoanPortion) and each Notice of Interest Period Selection (other than a notice selecting an Interest Period of one (1) month) shall be deemed to be a representation and warranty by the Borrowers such Borrower that each of the statements set forth above in this Section Subparagraph 3.02(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial BorrowingCredit Event) is subject to the further conditions that: (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties set forth in Article IV and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and; (iii) No material adverse change in the business, assets, operations, business or condition (financial or otherwise) or prospects of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006the date of latest audited financial statements delivered to the Administrative Agent and the Lenders prior to the date of this Agreement; and (iv) All of the Credit Documents are in full force and effect. The submission by the Borrowers to the Administrative Agent of each Notice of Borrowing, Borrowing and each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection Application shall be deemed to be a representation and warranty by the Borrowers that each of the statements set forth above in this Section 3.02(b3.03(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to Agent (and Issuing Bank, in the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, case of an LC Application) the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and; (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrower and its Subsidiaries set forth in Article IV Paragraph 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date);; and (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iiic) No material adverse change On the date such Credit Event is to occur and after giving effect to such Credit Event, all of the Credit Documents are in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006full force and effect. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and ), each Notice of Interest Period Selection and each LC Application shall be deemed to be a representation and warranty by the Borrowers that each of the statements set forth above in this Section 3.02(b) is true and correct Borrower as of the date of such noticethereon as to the above.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial BorrowingBorrowing and the initial Letter of Credit) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to Agent (and Issuing Bank, in the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, case of an LC Application) the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and; (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Parent and its Subsidiaries (including Borrower) set forth in Article IV Paragraph 4.01 and of Parent and its Subsidiaries in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date);; and (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iiic) No material adverse change On the date such Credit Event is to occur and after giving effect to such Credit Event, all of the Credit Documents are in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006full force and effect. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and ), each Notice of Interest Period Selection and each LC Application shall be deemed to be a representation and warranty by the Borrowers that each of the statements set forth above in this Section 3.02(b) is true and correct Borrower as of the date of such noticethereon as to the above.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Term Loan Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrower and its Subsidiaries set forth in Article IV Paragraph 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date);; and (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Term Loan Conversion (other than a notice for a conversion to a Base Rate LoanPortion) and each Notice of Interest Period Selection (other than a notice selecting an Interest Period of one (1) month) shall be deemed to be a representation and warranty by the Borrowers Borrower that each of the statements set forth above in this Section Subparagraph 3.02(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Term Loan Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrowers and their Subsidiaries set forth in Article IV Paragraph 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date);; and (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006. The submission by the Borrowers either Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Term Loan Conversion (other than a notice for a conversion to a Base Rate LoanPortion) and each Notice of Interest Period Selection (other than a notice selecting an Interest Period of one (1) month) shall be deemed to be a representation and warranty by the Borrowers such Borrower that each of the statements set forth above in this Section 3.02(bSubparagraph 3.03(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of U.S. Borrowing Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrowers and their Subsidiaries set forth in Article IV Paragraph 4.01 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change All of the Credit Documents are in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006full force and effect. The submission by the Borrowers either Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of U.S. Borrowing Conversion (other than a notice for a conversion to a Base Rate LoanLoans) and each Notice of Interest Period Selection (other than a notice selecting an Interest Period of one (1) month for any Japanese Borrowing) shall be deemed to be a representation and warranty by the Borrowers such Borrower that each of the statements set forth above in this Section 3.02(bSubparagraph 3.03(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial BorrowingCredit Event) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to the Administrative Agent Lender and, if applicable, the L/C Issuer or the Swing Line LenderIssuer, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrower set forth in Article IV and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date); (ii) There shall not have been any material adverse change to the business, operations, condition (financial or otherwise), prospects, liabilities or capitalization of the Borrower or any of the other Loan Parties since the Financial Statements dated October 28, 2006; (iii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iiiiv) No material adverse change All of the Credit Documents are in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006full force and effect. The submission by the Borrowers Borrower to the Administrative Agent Lender of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan or a Prime Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrowers Borrower that each of the statements set forth above in this Section 3.02(b3.2(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowing) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties set forth in Article IV and in the other Credit Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as of such date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the business, operations, business or condition (financial or otherwise), assets, performance or liabilities (whether actual or contingent) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December October 31, 20062009. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrowers Borrower that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial BorrowingCredit Event) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties Borrower set forth in Article IV and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date); (ii) There shall not have been any material adverse change to the business, operations, condition (financial or otherwise), prospects, liabilities or capitalization of the Borrower or any of the other Loan Parties since the Financial Statements dated November 30, 2002; (iii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iiiiv) No material adverse change All of the Credit Documents are in the operations, business or condition (financial or otherwise) of any Borrower individually or the Loan Parties (taken as a whole) having occurred since December 31, 2006full force and effect. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection shall be deemed to be a representation and warranty by the Borrowers Borrower that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date of such notice.

Conditions Precedent to Each Credit Event. The occurrence of each Credit Event (including the initial Borrowings occurring on the Closing Date and any Incremental Term Loan Borrowing) is subject to the further conditions that: (a) The Borrowers Borrower shall have delivered to the Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Borrowing or Letter of Credit Application, Notice of Conversion or Notice of Interest Period Selection, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On the date such Credit Event is to occur and after giving effect to such Credit Event, the following shall be true and correct: (i) The representations and warranties of the Loan Parties set forth in Article IV and in the other Credit Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as if made on such date (except for representations and warranties expressly made date, or if such representation speaks as of a specified an earlier date, which shall be true and correct in all material respects as of such earlier date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; and (iii) No material adverse change in the business, assets, liabilities, operations, business performance or condition (financial or otherwise) of any the Borrower individually or the Loan Credit Parties (taken as a whole) having has occurred since December 31, 20062020. The submission by the Borrowers Borrower to the Administrative Agent of each Notice of Borrowing, Borrowing and each Letter of Credit Application, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan) and each Notice of Interest Period Selection Application shall be deemed to be a representation and warranty by the Borrowers Borrower that each of the statements set forth above in this Section 3.02(b) is true and correct as of the date of such notice.