Common use of Compliance with Warranties, No Default, etc Clause in Contracts

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit Extension, the following statements shall be true and correct: (i) the representations and warranties set forth in Article VI and in each other Loan Document shall, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (ii) except as disclosed by the Borrower to the Lender pursuant to Section 6.7, (1) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is reasonably likely to, if adversely determined, have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (2) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iii) no Default or Event of Default shall have then occurred and be continuing.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit Extension, the following statements shall be true and correct: (i) the representations and warranties set forth in Article VI (excluding, however, those contained in Section 6.7) and in each other Loan Document shall, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (ii) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section 6.7, (1) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (2) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iii) no Default or Event of Default shall have then occurred and be continuing.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit ExtensionExtension (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowing) the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI and VII (excluding, however, those contained in each other Loan Document shall, in each case, Section 7.9) shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower Borrowers to the Lender Agent pursuant to Section 6.7,7.9 (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the BorrowerBorrowers, threatened against the Borrower or any of its Subsidiaries or any Obligor, Borrowers or any of their respective properties, business, assets Subsidiaries which has or revenues, which is might reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 7.9 which could has or might reasonably be expected to have a Material Adverse Effect; and (iiic) no Default or Event of Default shall have then occurred and be continuing, and neither the Borrowers nor any other Obligor are in material violation of any Applicable Law or governmental regulation or court order or decree if such violation has or might reasonably be expected to have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit Extension, Extension the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI VII (excluding, however, those contained in Section 7.7) and in each other Loan Document shall, in each case, shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower to the Lender Agent and the Lenders pursuant to Section 6.7,7.7 (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Significant Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is would reasonably likely to, if adversely determined, have be expected to cause a Material Adverse Effect, Effect or which purports to involve the transactions contemplated by this Agreement or would materially and adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 7.7 which could reasonably be expected to might have a Material Adverse Effect; and (iiic) no Default or Event of Default (other than a Nonmaterial Subsidiary Default) shall have then occurred and be continuing, and neither the Borrower, any other Obligor, nor any of its Significant Subsidiaries are in material violation of any law or governmental regulation or court order or decree which would reasonably be expected to cause a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit Extension, borrowing the following statements shall be true and correct: (ia) the representations and warranties of the Borrower and the Guarantor set forth in Article VI this Agreement and in each the other Loan Document shall, in each case, Documents shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless except to the extent stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (ii) except as disclosed by the Borrower to the Lender pursuant to Section 6.7, (1b) no labor controversy, litigation, actionlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against either the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is might reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, Effect or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Note or any other Loan Document; and; (2c) no development Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and neither the Borrower nor any Subsidiary shall be in violation of any labor controversy, litigation, action, arbitration law or governmental investigation regulation or proceeding disclosed pursuant to Section 6.7 which could court order or decree where such violation or violations singly or in the aggregate might reasonably be expected to have a Material Adverse Effect; and (iiid) no Default or Event of Default there shall have then occurred and been no change in the operations or financial condition of either the Borrower or its Subsidiaries that might reasonably be continuingexpected to have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit Extension, the following statements shall be true and correct: (i) the representations and warranties set forth in Article ARTICLE VI (excluding, however, those contained in SECTION 6.7) and in each other Loan Document shall, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (ii) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section SECTION 6.7, (1) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (2) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iii) no Default or Event of Default shall have then occurred and be continuing.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any borrowing and the issuance of any Letter of Credit Extension(but, if any Event of Default of the nature referred to in Section 12.1.4 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct: (ia) the representations and warranties of the Company set forth in Article VI this Agreement and in each the other Loan Document shall, in each case, Documents shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless except to the extent stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower Company to the Lender Administrative Agent and the Lenders pursuant to Section 6.79.9, (1i) no labor controversy, litigation, actionlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of the BorrowerCompany, threatened against the Borrower Company or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is might reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, Effect or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, actionlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding disclosed pursuant to Section 6.7 9.9 which could might reasonably be expected to have a Material Adverse Effect; and (iiic) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and neither the Company nor any of its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree where such violation or violations singly or in the aggregate might reasonably be expected to have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit ExtensionExtension (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowing) the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI and VII (excluding, however, those contained in each other Loan Document shall, in each case, Section 7.9) shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section 6.7,7.9 (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries which has or any Obligor, or any of their respective properties, business, assets or revenues, which is might reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 7.9 which could has or might reasonably be expected to have a Material Adverse Effect; and (iiic) no Default or Event of Default shall have then occurred and be continuing, and neither the Borrower nor any other Obligor shall be in material violation of any Applicable Law or court order or decree if such violation has or might reasonably be expected to have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit ExtensionExtension (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of any borrowing) the following statements shall be true and correct: correct (i) ai the representations and warranties set forth in Article VI and VII (excluding, however, those contained in each other Loan Document shall, in each case, Section 7.9) shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); ; (ii) bi except as disclosed by the Borrower to the Lender pursuant to Section 6.7, 7.9 (1) iA no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries which has or any Obligor, or any of their respective properties, business, assets or revenues, which is might reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and and (2) iiA no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 7.9 which could has or might reasonably be expected to have a Material Adverse Effect; and and (iii) ci no Default or Event of Default shall have then occurred and be continuing, and neither the Borrower nor any other Obligor are in material violation of any Applicable Law or court order or decree if such violation has or might reasonably be expected to have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit ExtensionExtension (but, if any Default of the nature referred to in Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI (excluding, however, those contained in Section 6.7) and in each other Loan Transaction Document shall, in each case, shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier early date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower Borrowers to the Lender Administrative Agent and the Lenders pursuant to Section 6.7, (1i) no labor controversy, litigation, action, arbitration or governmental investigation (to the knowledge of any Loan Party) or proceeding shall be pending or, (to the knowledge of the Borrowerany Loan Party) threatened, threatened against the Borrower a Loan Party or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, Effect or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Transaction Document; and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iiic) no Default or Event of Default shall have then occurred and be continuing, and none of the Borrowers, nor any other Loan Party nor any of their respective Subsidiaries are in material violation of any law or governmental regulation or court order or decree.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit Extensionthe SRC Acquisition, the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI (excluding, however, those contained in Section 6.7) and in each other Loan Document shallare, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be are true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section 6.7, (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be is pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this the Amended and Restated Credit Agreement or any other Loan Document; and (2ii) no development shall have has occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iii) no Default or Event of Default shall have then has occurred and be is continuing.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Borrowing or Letter of Credit Extension(but, if any Default of the nature referred to in Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct: correct in all material respects (ia) the representations and warranties set forth in Article VI and in each other Loan Document shall, in each case, shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); ; (iib) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section 6.7, 6.7 (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, Effect or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and , and (2ii) no development shall have occurred in any labor controversy, litigation, actionarbitration, arbitration environmental or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and and (iiic) no Default or Event of Default shall have then occurred and be continuing, and neither the Borrower, any other Obligor, nor any of their Subsidiaries are in violation of any law or governmental regulation or court order or decree, which would have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any borrowing and the issuance of any Letter of Credit Extension(but, if any Event of Default of the nature referred to in Section 12.1.2 shall have occurred with respect to any other Debt, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct: (ia) the representations and warranties of the Company and the Guarantors set forth in Article VI this Agreement (excluding Sections 9.6, 9.8, and in each 9.15) and the other Loan Document shall, in each case, Documents shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless except to the extent stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date);; 44 52 (iib) except as disclosed by the Borrower Company to the Lender Administrative Agent and the Banks pursuant to Section 6.79.6, (1i) no labor controversy, litigation, actionlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of the BorrowerCompany, threatened against the Borrower Company or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is might reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, Effect or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, actionlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding disclosed pursuant to Section 6.7 9.6 which could might reasonably be expected to have a Material Adverse Effect; and (iiic) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and neither the Company nor any of its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree where such violation or violations singly or in the aggregate might reasonably be expected to have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit ExtensionExtension (but, if any Default of the nature referred to in Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI (excluding, however, those contained in Section 6.7) and in each other Loan Document shall, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section 6.7, (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iiic) no Default or Event of Default shall have then occurred and be continuing.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit ExtensionExtension (but, if any Default of the nature referred to in SECTION 10.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI ARTICLE VIII (excluding, however, those contained in SECTION 8.7) and in each other Loan Document shall, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the U.S. Borrower to the Lender Agents and the Lenders pursuant to Section 6.7SECTION 8.7, (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the U.S. Borrower, threatened against Parent or the U.S. Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 SECTION 8.7 which could reasonably be expected to have a Material Adverse Effect; and (iiic) no Default or Event of Default shall have then occurred and be continuing, and neither Parent nor the U.S. Borrower or any of its Subsidiaries shall be in material violation of any law or governmental regulation or court order or decree, which violation would, individually or in the aggregate, have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Borrowing or Letter of Credit Extension(but, if any Default of the nature referred to in Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct: correct in all material respects (ia) the representations and warranties set forth in Article VI and in each other Loan Document shall, in each case, shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); ; (iib) except as disclosed by the Borrower to the Lender Canadian Administrative Agent and the Lenders pursuant to Section 6.7, , (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Parent, Borrower or any of its their Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, Effect or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes, or any other Loan Document; and and (2ii) no development shall have occurred in any labor controversy, litigation, actionarbitration, arbitration environmental or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and and (iiic) no Default or Event of Default shall have then occurred and be continuing, and neither the Parent, Borrower, any other Obligor, nor any of their Subsidiaries are in violation of any law or governmental regulation or court order or decree, which would have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit ExtensionExtension (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowing) the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI and VII (excluding, however, those contained in each other Loan Document shall, in each case, Section 7.9) shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower Borrowers to the Lender pursuant to Section 6.7,7.9 (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the BorrowerBorrowers, threatened against the Borrower Borrowers which has or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is might reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 7.9 which could has or might reasonably be expected to have a Material Adverse Effect; and (iiic) no Default or Event of Default shall have then occurred and be continuing, and neither the Borrowers nor any other Obligor are in material violation of any Applicable Law or governmental regulation or court order or decree if such violation has or might reasonably be expected to have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any the initial Credit Extension, Extensions the following statements shall be true and correct: (ia) the representations and warranties set forth in Article ARTICLE VI (excluding, however, those contained in SECTION 6.7) and in each other Loan Document shallare, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be are true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section SECTION 6.7, (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be is pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this the Credit Agreement or any other Loan Document; and (2ii) no development shall have has occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iii) no Default or Event of Default shall have then has occurred and be is continuing.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any the Credit Extension, Extension made on the following statements shall be true and correctClosing Date: (ia) the representations and warranties set forth in Article ARTICLE VI (excluding, however, those contained in SECTION 6.7) and in each other Loan Document shallare, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be are true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be are true and correct as of such earlier date); (iib) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section SECTION 6.7, (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be is pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this the Credit Agreement or any other Loan Document; and (2ii) no development shall have has occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iii) no Default or Event of Default shall have then has occurred and be is continuing.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit ExtensionLoan (but, if any Default of the nature referred to in Section 8.1.9 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct: correct (ia) the representations and warranties set forth in Article VI and (excluding, however, those contained in each other Loan Document shall, in each case, Section 6.7) shall be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); , (iib) except as disclosed by the Borrower to the Lender pursuant to Section 6.7, 6.7 (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, the Parent or any of their respective properties, business, assets or revenues, other Obligor which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement or any other Loan Document; and and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and and (iiic) no Default or Event of Default shall have then occurred and be continuing, and neither Borrower nor any of its Subsidiaries or the Parent or any other Obligor are in material violation of any Applicable Law.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit Extension (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of any Credit Extension), the following statements shall be true and correct: (ia) the representations and warranties set forth in Article VI VII (excluding, however, those contained in Section 7.7) and in each other Loan Document shall, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct as of such earlier date); (iib) except as disclosed by the Borrower to the Lender Administrative Agent, the Issuer and the Lenders pursuant to Section 6.7,7.7 (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, or threatened against the Borrower or any of its Subsidiaries which, either individually or any Obligorin the aggregate, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, Effect or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and (2ii) no development shall have occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which 7.7 which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (iiic) no Default or Event of Default shall have then occurred and be continuing.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any the Credit Extension, Extension made on the following statements shall be true and correctClosing Date: (ia) the representations and warranties set forth in Article VI (excluding, however, those contained in Section 6.7) and in each other Loan Document shallare, in each case, be true and correct in all respects (with respect to representations and warranties qualified by materiality or Material Adverse Effect) and in all material respects (with respect to all other representations and warranties) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be are true and correct in all material respects as of such earlier date unless such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be are true and correct as of such earlier date); (iib) except as disclosed by the Borrower to the Lender Administrative Agent and the Lenders pursuant to Section 6.7, (1i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be is pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Obligor, or any of their respective properties, business, assets or revenues, which is could reasonably likely to, if adversely determined, be expected to have a Material Adverse Effect, or which purports to involve the transactions contemplated by this Agreement or would adversely affect the legality, validity or enforceability of this the Credit Agreement or any other Loan Document; and (2ii) no development shall have has occurred in any labor controversy, litigation, action, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; and (iii) no Default or Event of Default shall have then has occurred and be is continuing.