No Material Adverse Effect. There shall have been no Material Adverse Effect since the date of this Agreement.

No Material Adverse Effect. There shall not have occurred a Material Adverse Effect or any event or circumstance that could reasonably be expected to result in a Material Adverse Effect and the Administrative Agent shall have received a certificate of a Financial Officer of the Borrowers to the foregoing effect.

No Material Adverse Effect. Since ​, there shall not have occurred any event, occurrence, development, state of facts, effect, condition or change that, individually or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect.

No Material Adverse Effect. On or prior to the Closing Date, there shall have been no occurrence (including, without limitation, a breach of the representations and warranties or covenants of ​ contained in this Agreement (including the schedules hereto)) that has resulted in or is reasonably likely to result in a ​ Material Adverse Effect or a Bank Material Adverse Effect.

No Material Adverse Effect. Since the later of ​ and date of the most recently delivered audited financial statements of the Borrower and its Subsidiaries pursuant to [Section 6.01(a)], there shall have been no change 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 ​ in its sole good faith discretion and not been waived in writing; or

SECTION # Financial Statements; No Material Adverse Effect.

Target Material Adverse Effect. Since the Acquisition Signing Date, there shall not have occurred or be continuing a Target Material Adverse Effect.

Section # Conditions Precedent to all Credit Events after the First Restatement Effective Date 7475

No Material Adverse Change. Since ​, there has not been any Material Adverse Effect.