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 and the initial Letter of Credit) is subject to the further conditions that: (a) Borrower shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Conversion, Notice of Interest Period Selection 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 Borrower and its Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by Borrower to Agent of each Notice of Borrowing, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan), each Notice of Interest Period Selection and each LC Application shall be deemed to be a representation and warranty by Borrower that each of the statements set forth above in this 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 Borrowings occurring on the Closing Date and the initial Letter of Creditany Incremental Term Loan Borrowing) is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent (and Issuing Bankand, in if applicable, the case of an LC Application) L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Notice Borrowing or Letter of Conversion, Notice of Interest Period Selection or LC Credit 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 Borrower and its Subsidiaries the Loan Parties set forth in Paragraph 4.01 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 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) All No material adverse change in the business, assets, liabilities, operations, performance or condition (financial or otherwise) of the Borrower individually or the Credit Documents are in full force and effectParties (taken as a whole) has occurred since December 31, 2016. The submission by the Borrower to the Administrative Agent of each Notice of Borrowing, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan), each Notice of Interest Period Selection Borrowing and each LC Letter of Credit Application shall be deemed to be a representation and warranty by the Borrower that each of the statements set forth above in this Subparagraph 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 Borrowing and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent (and Issuing Bankand, in if applicable, the case of an LC Application) L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Notice Letter of ConversionCredit Application, Notice of Revolving Loan Conversion or Notice of Revolving Loan Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries the Loan Parties set forth in Paragraph 4.01 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) All of the Credit Documents are in full force and effect. The submission by the 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 and each LC Application Selection, as applicable to such Credit Event, shall be deemed to be a representation and warranty by the Borrower that each of the statements set forth above in this Subparagraph 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 Borrowing and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) Borrower The Borrowers shall have delivered to the Administrative Agent (and Issuing Bankand, in if applicable, the case of an LC Application) L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion, Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries the Loan Parties set forth in Paragraph 4.01 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) All No material adverse change in the operations, business or condition (financial or otherwise) of any Borrower individually or the Credit Documents are in full force and effectLoan Parties (taken as a whole) having occurred since December 31, 2006. The submission by Borrower 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 and each LC Application shall be deemed to be a representation and warranty by Borrower the Borrowers that each of the statements set forth above in this Subparagraph 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 Borrowing and the initial Letter of CreditCredit Event) is subject to the further conditions that: (a) The Borrower shall have delivered to Agent (and Issuing BankLender and, in if applicable, the case of an LC Application) L/C Issuer, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion, Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries set forth in Paragraph 4.01 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 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) All of the Credit Documents are in full force and effect. The submission by the Borrower to 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 and each LC Application shall be deemed to be a representation and warranty by the Borrower that each of the statements set forth above in this Subparagraph 3.02(bSection 3.2(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 and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) Borrower Borrowers shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Term Loan Conversion, or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower Borrowers and its their Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by Borrower any of the Borrowers to Agent of each Notice of Borrowing, each Notice of Term Loan Conversion (other than a notice for a conversion to a Base Rate Loan), Portion) and each Notice of Interest Period Selection and each LC Application (other than a notice selecting an Interest Period of one (1) month) shall be deemed to be a representation and warranty by such Borrower that each of the statements set forth above in this 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 and the initial Letter of Credit) is subject to the further conditions that: (a) Borrower shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Conversion, Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower Parent and its Subsidiaries (including Borrower) set forth in 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 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) All On the date such Credit Event is to occur and after giving effect to such Credit Event, all of the Credit Documents are in full force and effect. The submission by Borrower to Agent of each Notice of Borrowing, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan), each Notice of Interest Period Selection and each LC Application shall be deemed to be a representation and warranty by Borrower that each of the statements set forth above in this Subparagraph 3.02(b) is true and correct 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 and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) Borrower Borrowers shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Conversion, U.S. Borrowing Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower Borrowers and its their Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by either Borrower to Agent of each Notice of Borrowing, each Notice of U.S. Borrowing Conversion (other than a notice for a conversion to a Base Rate Loan), Loans) and each Notice of Interest Period Selection and each LC Application (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 such Borrower that each of the statements set forth above in this Subparagraph 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 and the initial Letter of Credit) is subject to the further conditions that: (a) Borrower shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Conversion, Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries set forth in 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 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) All On the date such Credit Event is to occur and after giving effect to such Credit Event, all of the Credit Documents are in full force and effect. The submission by Borrower to Agent of each Notice of Borrowing, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan), each Notice of Interest Period Selection and each LC Application shall be deemed to be a representation and warranty by Borrower that each of the statements set forth above in this Subparagraph 3.02(b) is true and correct 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 and the initial Letter of CreditCredit Event) is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent (and Issuing Bankand, in if applicable, the case of an LC Application) L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion, Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries set forth in Paragraph 4.01 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 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) All of the Credit Documents are in full force and effect. The submission by the 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 Borrower that each of the statements set forth above in this Subparagraph 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 Borrowing and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) Borrower shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Conversion, Term Loan Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by Borrower to Agent of each Notice of Borrowing, each Notice of Term Loan Conversion (other than a notice for a conversion to a Base Rate Loan), Portion) and each Notice of Interest Period Selection and each LC Application (other than a notice selecting an Interest Period of one (1) month) shall be deemed to be a representation and warranty by Borrower that each of the statements set forth above in this 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 and the issuance of the initial Letter of Credit) is subject to the further conditions that: (a) Borrower shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Conversion, Notice of Interest Period Selection or LC Application, as the case may be, for such Credit Event in accordance with this Agreement; and (b) On With respect to each Credit Event involving the making of a Loan or the issuance of a Letter of Credit, 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 FIL, Borrower and its FIL's Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by Borrower to Agent of each Notice of Borrowing, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan), each Notice of Interest Period Selection Borrowing and each LC Application shall be deemed to be a representation and warranty by Borrower that each of the statements set forth above in this Subparagraph 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 and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) Borrower shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Conversion, Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by Borrower to Agent of each Notice of Borrowing, 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 Borrower that each of the statements set forth above in this Subparagraph 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 Borrowings occurring on the Closing Date and the initial Letter of Creditany Incremental Term Loan Borrowing) is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent (and Issuing Bankand, in if applicable, the case of an LC Application) L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Notice Borrowing or Letter of Conversion, Notice of Interest Period Selection or LC Credit 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 Borrower and its Subsidiaries the Loan Parties set forth in Paragraph 4.01 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 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) All No material adverse change in the business, assets, liabilities, operations, performance or condition (financial or otherwise) of the Borrower individually or the Credit Documents are in full force and effectParties (taken as a whole) has occurred since December 31, 2020. The submission by the Borrower to the Administrative Agent of each Notice of Borrowing, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan), each Notice of Interest Period Selection Borrowing and each LC Letter of Credit Application shall be deemed to be a representation and warranty by the Borrower that each of the statements set forth above in this Subparagraph 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 Borrowing and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) Borrower Borrowers shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Term Loan Conversion, or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower Borrowers and its their Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by Borrower any of the Borrowers to Agent of each Notice of Borrowing, each Notice of Term Loan Conversion (other than a notice for a conversion to a Base Rate Loan), Portion) and each Notice of Interest Period Selection and each LC Application (other than a notice selecting an Interest Period of one (1) month) shall be deemed to be a representation and warranty by such Borrower that each of the statements set forth above in this Subparagraph 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 and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) The Borrower shall have delivered to the Administrative Agent (and Issuing Bankand, in if applicable, the case of an LC Application) L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion, Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries the Loan Parties set forth in Paragraph 4.01 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) All No material adverse change in the business, operations, condition (financial or otherwise), assets, performance or liabilities (whether actual or contingent) of the Credit Documents are in full force and effectLoan Parties (taken as a whole) having occurred since October 31, 2009. The submission by the 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 Borrower that each of the statements set forth above in this Subparagraph 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 Borrowing and the initial Letter of CreditBorrowing) is subject to the further conditions that: (a) Borrower Borrowers shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Conversion, Term Loan Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower Borrowers and its their Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by either Borrower to Agent of each Notice of Borrowing, each Notice of Term Loan Conversion (other than a notice for a conversion to a Base Rate Loan), Portion) and each Notice of Interest Period Selection and each LC Application (other than a notice selecting an Interest Period of one (1) month) shall be deemed to be a representation and warranty by such Borrower that each of the statements set forth above in this Subparagraph 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 and the initial Letter of Credit) is subject to the further conditions that: (a) Borrower shall have delivered to Agent (and Issuing Bank, in the case of an LC Application) the Notice of Borrowing, Notice of Loan Conversion, Notice of Interest Period Selection 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 Borrower and its Subsidiaries set forth in 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 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) All of the Credit Documents are in full force and effect. The submission by Borrower to Agent of each Notice of Borrowing, each Notice of Conversion (other than a notice for a conversion to a Base Rate LoanLoan 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 Borrower that each of the statements set forth above in this Subparagraph 3.02(b) is true and correct 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 and the initial Letter of CreditCredit Event) is subject to the further conditions that: (a) Borrower The Borrowers shall have delivered to the Administrative Agent (and Issuing Bankand, in if applicable, the case of an LC Application) L/C Issuer or the Swing Line Lender, the Notice of Borrowing, Letter of Credit Application, Notice of Conversion, Conversion or Notice of Interest Period Selection or LC ApplicationSelection, 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 Borrower and its Subsidiaries the Loan Parties set forth in Paragraph 4.01 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 as of such date); (ii) No Default or Event of Default has occurred and is continuing or will result from such Credit Event; (iii) No material adverse change in the business, assets, operations, condition (financial or otherwise) or prospects of the Loan Parties (taken as a whole) having occurred since the date of latest audited financial statements delivered to the Administrative Agent and the Lenders prior to the date of this Agreement; and (iiiiv) All of the Credit Documents are in full force and effect. The submission by Borrower the Borrowers to the Administrative Agent of each Notice of Borrowing, each Notice of Conversion (other than a notice for a conversion to a Base Rate Loan), each Notice of Interest Period Selection Borrowing and each LC Letter of Credit Application shall be deemed to be a representation and warranty by Borrower the Borrowers that each of the statements set forth above in this Subparagraph 3.02(bSection 3.03(b) is true and correct as of the date of such notice.