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 this Amendment the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement (i) no litigation, action, proceeding, arbitration or governmental investigation shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, or any other Loan Document; (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects; and (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective Subsidiaries is 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 this Amendment The Agent shall have received from an Authorized Officer of the following statements shall be true and correct:Borrower a certificate, dated the date first above written, stating that (a) the representations and warranties set forth in Article VI of the Existing Credit Agreement (excluding, however, those contained in Section 6.76.7 thereof) shall be and the representations and warranties set forth in each of the other Loan Documents, in each case as modified in accordance herewith, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be were true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Existing Credit Agreement: (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation shall be or proceeding is pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, or any other Loan Document;have a Materially Adverse Effect; and (ii) no development shall have has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Existing Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectshave a Materially Adverse Effect; and (c) no Default shall have then has occurred and be is continuing, and none of neither the Borrower, any other Group Company, or Borrower nor any of their respective its Subsidiaries is in material violation of any law or governmental government regulation or court order or decree.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment The Agent shall have received from an Authorized Officer of the following statements shall be true and correct:Borrower a certificate, dated the date first above written, stating that (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.76.7 thereof) shall be and the representations and warranties set forth in each of the other Loan Documents, in each case as modified in accordance herewith, are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be were true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement: (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation shall be or proceeding is pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, or any other Loan Document;have a Materially Adverse Effect; and (ii) no development shall have has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectshave a Materially Adverse Effect; and (c) no Default shall have then has occurred and be is continuing, and none of neither the Borrower, any other Group Company, or Borrower nor any of their respective its Subsidiaries is in material violation of any law or governmental government regulation or court order or decree.

Compliance with Warranties, No Default, etc. Both before and ------------------------------------------- after giving effect to this Amendment any Borrowing (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: (a) the representations and warranties set forth in Article VI of the Credit Agreement ---------- (excluding, however, those contained in Section 6.7) of this Agreement, ----------- Article III of the Pledge Agreement, Article III of the Security Agreement and Article I of the Mortgage shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement----------- (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects have a Materially Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, the Notes, any Collateral Document or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectshave a Materially ----------- Adverse Effect; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Borrower nor any of their respective its Subsidiaries is shall be in material violation of any law or governmental regulation or court order or decree, the violation of which could have a Materially Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and ------------------------------------------- after giving effect to this Amendment the Effective Date, the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement ---------- (excluding, however, those contained in Section 6.7) of this Agreement, ----------- Article III of the Pledge Agreement, Article III of the Security Agreement, and Article I of the Mortgage shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement6.7, ----------- (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects have a Materially Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, the Notes, any Collateral Document or any other Loan Document;, and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectshave a Materially ----------- Adverse Effect; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Borrower nor any of their respective its Subsidiaries is shall be in material violation of any law or governmental regulation or court order or decree, the violation of which could have a Materially Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment the Borrowing, the following statements shall be true and correct: (a) the representations and warranties set forth in Article ARTICLE VI of the Credit Agreement (excluding, however, those contained in Section SECTION 6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Credit AgreementSECTION 6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors which might materially adversely affect the Borrower’s consolidated financial condition's business, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, Borrower nor any other Group Company, or any of their respective Subsidiaries Obligor is 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 this Amendment 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 Borrowing) the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement VII (excluding, however, those contained in Section 6.77.8) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower Borrowers to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement7.8 (i) no litigation, actionarbitration, proceeding, arbitration or governmental investigation investigation, proceeding or inquiry shall be pending or, to the knowledge of the BorrowerBorrowers, threatened against the any Borrower or any of the Subsidiary Guarantors which might which, if adversely determined, would materially adversely affect the Borrower’s consolidated financial conditionbusiness, operations, assets, business, revenues, properties revenues or prospects or which purports to affect the legality, validity or enforceability financial condition of this Agreement, or any other Loan Document;Xxxxxxx and its Subsidiaries taken as a whole; and (ii) no development shall have occurred in any labor controversy, such litigation, arbitration or governmental investigation investigation, proceeding or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might inquiry so disclosed, which, if adversely determined, would materially adversely affect the Borrower’s consolidated financial conditionbusiness, operations, assets, business, revenues, properties revenues or prospects; andfinancial condition of Xxxxxxx and its Subsidiaries taken as a whole. (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or neither Xxxxxxx nor any of their respective its Subsidiaries is are in material violation of any applicable law or governmental regulation or court order or decreedecree which would materially adversely affect the business, operations, assets, revenues or financial condition of Xxxxxxx and its Subsidiaries taken as a whole.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment any Credit Extension the following statements shall be true and correctcorrect to the satisfaction of the Administrative Agent: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) ), Article III of the Subsidiary Guaranty, Article III of the Holdings Guaranty and Pledge Agreement, Article III of the Borrower Pledge Agreement, Article III of the Borrower Security Agreement and Article III of the Subsidiary Security Agreement shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s 's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower and its Subsidiaries; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Obligor nor any of their respective the Borrower's Subsidiaries is are in material violation of any law or law, governmental regulation or court order or decree.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment any Credit Extension the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) shall and each other Loan Document shall, in each case, be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower or any Designated Guarantor to the Agents, the Documentation Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding (including any relating to any Pharmaceutical Law) shall be pending or, to the knowledge of the BorrowerBorrower or any Designated Guarantor, threatened against the Borrower Borrower, any Designated Guarantor or any of the Subsidiary Guarantors their respective Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects could reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding (including any relating to any Pharmaceutical Law) disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectscould reasonably be expected to have a Material Adverse Effect; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Designated Guarantor nor any of their respective Subsidiaries is are in material violation of any law or governmental regulation or court order or decreedecree (including any Pharmaceutical Law).

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment the Loan (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: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) shall be true and correct with the same effect in all material respects (except as if then made (to representations and warranties which are qualified as to materiality, which representations and warranties shall be true in all respects), unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders Lender pursuant to Section 6.7 of the Credit Agreement6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects could reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, the Note or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might could reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower; and (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective Subsidiaries is Borrower shall not be 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 this Amendment any Borrowing or Letter of Credit (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 (a) the representations and warranties set forth in Article VI of the Credit Agreement (excludingVI, however, those contained and in Section 6.7) each Collateral Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); ; (b) except as disclosed by the Borrower to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might could reasonably be expected to materially adversely affect the Borrower’s and its Subsidiaries’ consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document; ; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration arbitration, environmental or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might could reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower and its Subsidiaries; and and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group CompanyObligor, or nor any of their respective Subsidiaries is 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 this Amendment any 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 of any Credit Extension) the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) and in each other Loan Document shall in each case be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) except as disclosed by the Borrower to the Agent Agents and the Lenders pursuant to Section 6.7 of the Credit Agreement6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects or which purports could reasonably be expected to affect the legality, validity or enforceability of this Agreement, or any other Loan Document;have a Material Adverse Effect; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; (c) the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans, plus (ii) the aggregate amount of all Letter of Credit Agreement which might materially adversely affect Outstandings, does not exceed the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectsRevolving Loan Commitment Amount then in effect; and (cd) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group CompanyObligor, or nor any of their respective its Subsidiaries is 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 this Amendment any Borrowing or Letter of Credit (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 (a) the representations and warranties set forth in Article VI of the Credit Agreement ARTICLE 6 (excluding, however, those contained in Section SECTION 6.7) ), and in each Collateral Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); ; (b) except as disclosed by the Borrower to the Administrative Agent and the Lenders pursuant to Section SECTION 6.7 of the Credit Agreement (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s 's and its Subsidiaries' consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document; ; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower and its Subsidiaries; and and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group CompanyObligor, or nor any of their respective Subsidiaries is 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 this Amendment any Borrowing the following statements shall be true and correctcorrect and certified as such by a certificate of the president, chief financial officer (or, if none, the chief financial Authorized Corporate Officer) of the Company delivered by the Company to the Agent: (a) the representations and warranties set forth in Article ARTICLE VI of the Credit Agreement (excluding, however, those contained in Section SECTION 6.6, 6.7, 6.8 and 6.9) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)) except for such changes as are specifically permitted hereunder; (b) except as disclosed by the Borrower Company to the Agent and the Lenders pursuant to Section 6.7 of the Credit AgreementSECTION 6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the BorrowerCompany, threatened against the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries which might reasonably be expected to materially adversely affect the Borrower’s Company's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 of the Credit Agreement which might reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospects; andprospects of the Company and its Subsidiaries; (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Company nor any of their respective its Subsidiaries is 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 this Amendment any Loan (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 (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); , (b) except as disclosed by the Borrower to the Agent and the Lenders Lender pursuant to Section 6.7 of the Credit Agreement (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s 's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Note or any other Loan Document; , and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of Borrower and its Subsidiaries; and and (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or neither Borrower nor any of their respective its Subsidiaries is 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 this Amendment any Borrowing (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: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s 's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower and its Subsidiaries; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group CompanyObligor, or nor any of their respective its Subsidiaries is 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 this Amendment any Credit Extension the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) and Section 2.1 of the Pledge Agreement shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders Lender pursuant to Section 6.7 of the Credit Agreement6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors Company which might is reasonably likely to materially adversely affect the Borrower’s consolidated financial condition's business, operations, assets, business, revenues, properties properties, or prospects prospects, or which purports to affect the legality, validity or enforceability of this Agreement, the Note, the Pledge Agreement or any other Loan Document;, and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might is reasonably likely to materially adversely affect the Borrower’s consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospectsprospects of the Borrower or the Company; and (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective Subsidiaries Borrower is not in material violation of any law or governmental regulation or court order or decreedecree the consequences of which are reasonably likely to be materially adverse to the Borrower.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment any Credit Extension the following statements (other than in the case of the issuance of any Replacement Letter of Credit, in which case, only the statement set forth in clause (e) below) shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement VII (excluding, however, those contained in Section 6.77.7) shall and in each other Credit Document shall, in each case, be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent Administrative Agent, the Issuer and the Lenders pursuant to Section 6.7 of the Credit Agreement7.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the best knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s 's consolidated financial conditionbusiness, operations, assets, business, revenues, properties Properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, Agreement or any other Loan Credit Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 7.7 which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties Properties or prospects; andprospects of the Borrower and its Subsidiaries; (c) no Default shall have then occurred and be continuingcontinuing (including any Default relating to the Borrower's compliance with the covenant set forth in Section 8.1.15), and none neither the Borrower nor any of the Borrower, its Subsidiaries nor any other Group Company, or any of their respective Subsidiaries Obligor is 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 this Amendment any Credit Extension the following statements shall be true and correctcorrect and certified as such by a certificate of the president, chief financial officer (or, if none, the chief financial Authorized Corporate Officer) of the Company delivered by the Company to the Administrative Agent: (a) the representations and warranties set forth in Article VI of the Credit Agreement V (excluding, however, those contained in Section 6.75.7, 5.8 and 5.9) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)) except for such changes as are specifically permitted hereunder; (b) except as disclosed by the Borrower Company to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement5.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the BorrowerCompany, threatened against the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries which might reasonably be expected to materially adversely affect the BorrowerCompany’s consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 5.7 which might reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospects; andprospects of the Company and its Subsidiaries; (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Company nor any of their respective its Subsidiaries is 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 this Amendment any Loan the following statements shall be true and correct: : (ai) the representations and warranties set forth in Article VI of the Credit Agreement 6 (excluding, however, those contained in Section 6.76.8) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); , (bii) except as disclosed by the Borrower to the Agent and the Lenders Lender pursuant to Section 6.7 of the Credit Agreement 6.9 (iA) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge Knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors which might materially adversely affect the Borrower’s 's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, Agreement or any other Loan Document; , and (iiB) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 6.9 which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of Borrower; and and (ciii) no Default or Event of Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective Subsidiaries is Borrower shall not then be in material violation of any law or governmental regulation or court order or decreeApplicable Law.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment 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 borrowing) the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement VII (excluding, however, those contained in Section 6.77.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower Company to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement7.7 (i) no litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the BorrowerCompany, threatened in writing against the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries which might is reasonably likely to materially adversely affect the Borrower’s Company's consolidated financial condition, business or operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this the Agreement, or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 7.7 which in the reasonable opinion of management, based on facts known to such management is likely to substantially affect the operation of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects; and. (c) no Default shall have then occurred and be continuing, and none of neither the BorrowerCompany, any other Group CompanyObligor, or nor any of their respective its Subsidiaries is are in material violation of any law or governmental regulation or court order or decree, the violation of which is reasonably likely to materially adversely affect the Company's consolidated financial condition, operations, assets, business, properties or prospects.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment any Borrowing (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: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties has or prospects may reasonably be expected to have a Material Adverse Effect or which purports to materially and adversely affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;, or of the Purchase Documents; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties has or prospectsmay reasonably be expected to have a Material Adverse Effect; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Borrower nor any of their respective its Subsidiaries is are in material violation of any law or governmental regulation or court order or decreedecree which would reasonably be expected to result in a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this the occurrence of the Sixth Amendment Effective Date and the amendments to the Existing Credit Agreement set forth above, the Borrower represents and warrants to the Lenders that the following statements shall be are true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) shall be of the Existing Credit Agreement and the representations and warranties set forth in Article III of each Security Agreement and in Article III of the Subsidiary Guaranty and in each other Loan Document are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be were true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Existing Credit Agreement, (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects or which purports could result in a Material Adverse Effect (including with respect to affect the legality, validity or enforceability of this Agreement, Amendment or any other Loan Document;Document delivered in connection herewith); and (ii) no development shall have has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Existing Credit Agreement which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties could result in a Material Adverse Effect (including with respect to this Amendment or prospectsany other Loan Document delivered in connection herewith); and (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective Subsidiaries is 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 this Amendment 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 Borrowing unless all such Defaults of the nature referred to in Section 9.1.5 are cured with the proceeds of such Borrowing) the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement VII (excluding, however, those contained in Section 6.77.9) and in the other Loan Documents shall be true and correct with the same effect as if then made (unless 50 Credit Agrmt stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed in Item 7.9 of the Disclosure Schedule by the Borrower to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement7.9 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreementits Subsidiaries, or any other Loan Document;of their respective Properties, businesses, assets or revenues, which has or might be expected to have a Material Adverse Effect; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 7.9 which has or might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectsbe expected to have a Material Adverse Effect; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, Borrower nor any other Group Company, or any of their respective Subsidiaries is Obligor are in material violation of any law or governmental regulation Applicable Law or court order or decreedecree if such violation has or might be expected to have a Material Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment the following statements shall be true and correctsuch Credit Extension: (a) the representations and warranties of the Company set forth in Article VI of the Credit this Agreement (excludingexcluding Sections 9.6, however, those contained in Section 6.79.8 and 9.17) shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders Company pursuant to Section 6.7 of the Credit Agreement9.6, (i) no litigationlitigation (including derivative actions), action, arbitration proceeding, arbitration 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 the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, Agreement or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 9.6 which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectsreasonably be expected to have a Material Adverse Effect; and (c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Company nor any of their respective its Subsidiaries is shall be in material violation of any law or governmental regulation or court order or decreedecree 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 After giving effect to this the occurrence of the Fifth Amendment Effective Date and the amendments to the Existing Credit Agreement set forth above, the U.S. Borrower represents and warrants to the Agents and the Lenders that the following statements shall be are true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.76.7 and clause (c) shall be of Section 6.11) of the Existing Credit Agreement and in each other Loan Document are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be were true and correct as of such earlier date); (b) except as disclosed by the U.S. Borrower to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Existing Credit Agreement and clause (c) of Section 6.11 of the Existing Credit Agreement, (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the U.S. Borrower, threatened against the U.S. Borrower or any of the Subsidiary Guarantors its Subsidiaries which might is reasonably likely to materially adversely affect the U.S. Borrower’s 's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this AgreementAmendment, the Existing Credit Agreement or any other Loan Document;; and (ii) no development shall have has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Existing Credit Agreement or clause (c) of Section 6.11 of the Existing Credit Agreement which might is reasonably likely to materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the U.S. Borrower and its Subsidiaries; and (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective Subsidiaries is 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 this Amendment any Loan (but, if any Default of the nature referred to in SECTION 8.1.4 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: (a) the representations and warranties set forth in Article ARTICLE VI of the Credit Agreement (excluding, however, those contained in Section SECTION 6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders Lender pursuant to Section 6.7 of the Credit AgreementSECTION 6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s 's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Note or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower and its Subsidiaries; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Borrower nor any of their respective its Subsidiaries is 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 this Amendment any borrowing and the issuance of any Letter of Credit (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: (a) the representations and warranties of the Company and the Guarantors set forth in Article VI of the Credit this Agreement (excludingexcluding Sections 9.6, however, those contained in Section 6.79.8 and 9.15) and the other Loan Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) except as disclosed by the Borrower Company to the Administrative Agent and the Lenders Banks pursuant to Section 6.7 of the Credit Agreement9.6, (i) no litigationlitigation (including derivative actions), action, arbitration proceeding, arbitration 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 the Subsidiary Guarantors which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 9.6 which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectsreasonably be expected to have a Material Adverse Effect; and (c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and none of neither the Borrower, Company nor any other Group Company, or any of their respective Subsidiaries is Subsidiary shall be in material violation of any law or governmental regulation or court order or decreedecree 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 this Amendment 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: (a) the representations and warranties set forth in Article VI of the Credit Agreement VII (excluding, however, those contained in Section 6.77.7) shall and in each other Loan Document shall, in each case, be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the any Borrower to the Agent Administrative Agent, the Issuer and the Lenders pursuant to Section 6.7 of the Credit Agreement7.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, or threatened against the such Borrower or any of the Subsidiary Guarantors its Subsidiaries which might could reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusiness, property, operations, assets, businessliabilities, revenues, properties condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 7.7 which might could reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusiness, property, operations, assets, businessliabilities, revenues, properties condition (financial or prospectsotherwise) or prospects of the Parent and its Subsidiaries taken as a whole; andand 70 (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective Subsidiaries is 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 this Amendment any borrowing and the issuance of any Letter of Credit (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: (a) the representations and warranties of the Company and the Subsidiary Guarantors set forth in Article VI of this Agreement and the Credit Agreement (excluding, however, those contained in Section 6.7) other Loan Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) except as disclosed by the Borrower Company to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement9.9, (i) no litigationlitigation (including derivative actions), action, arbitration proceeding, arbitration 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 the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 9.9 which might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectsreasonably be expected to have a Material Adverse Effect; and (c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Company nor any of their respective its Subsidiaries is shall be in material violation of any law or governmental regulation or court order or decreedecree 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 this Amendment any Borrowing (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: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement6.7: (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s 's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospects; andprospects of the Borrower and its Subsidiaries; (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Borrower nor any of their respective Subsidiaries is in material violation of any law or governmental regulation or court order or decree.its

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment any Borrowing (but, if any Default of the nature referred to in Section 8.1(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: : (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) 6 shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); ; (b) except as disclosed by the Borrower to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement (i) 6.6, no litigation, action, proceeding, arbitration or governmental investigation Proceedings shall be pending or, to the knowledge of the Borrower, or threatened against the Borrower or any of the Subsidiary Guarantors a Credit Party which might could reasonably be expected to materially adversely affect the Borrower’s its consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, Agreement or any other Loan Document; (ii) ; and no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding Proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 6.6 which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of a Credit Party; and (c) no Default or Event of Default shall have then occurred and be continuing, ; and none of (d) neither the Borrower, Borrower nor any other Group Company, or any of their respective Subsidiaries is Obligor 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 this Amendment any Borrowing or Letter of Credit (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 (a) the representations and warranties set forth in Article ARTICLE VI of the Credit Agreement (excluding, however, those contained and in Section 6.7) each Collateral Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); ; (b) except as disclosed by the Borrower to the Administrative Agent and the Lenders pursuant to Section SECTION 6.7 of the Credit Agreement (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors its Subsidiaries which might could reasonably be expected to materially adversely affect the Borrower’s 's and its Subsidiaries' consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document; , and (ii) no development shall have occurred in any labor controversy, litigation, arbitration arbitration, environmental or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 of the Credit Agreement which might could reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower and its Subsidiaries; and and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group CompanyObligor, or nor any of their respective Subsidiaries is are in material 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 this Amendment any Credit Extension, the following statements shall be true and correct: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7) and in each other Loan Document shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower Borrowers to the Agent Agents and the Lenders pursuant to Section 6.7 of the Credit Agreement (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the any Borrower, overtly threatened against the any Borrower or any of the Subsidiary Guarantors its Subsidiaries which might materially adversely affect the Borrower’s consolidated financial conditioncould reasonably be expected to have a Material Adverse Effect, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, or any other Loan Document; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 which could reasonably be expected to have a Material Adverse Effect; (c) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (y) the Letter of Credit Outstandings does not exceed the lesser of the Credit Agreement which might materially adversely affect Revolving Loan Commitment Amount (as then in effect) or the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospectsthen existing Borrowing Base Amount; and (cd) no Default shall have then occurred and be continuing, and none of neither the Borrower, Borrowers nor any other Group Company, or any of their respective Subsidiaries is Material Obligor are in material violation of any material law or governmental regulation or court order or decree.

Compliance with Warranties, No Default, etc. Both before and after giving effect to this Amendment any Borrowing or Letter of Credit (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 (a) the representations and warranties set forth in Article ARTICLE VI of the Credit Agreement (excluding, however, those contained and in Section 6.7) each Collateral Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); ; (b) except as disclosed by the Borrower to the Canadian Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement SECTION 6.7, (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened against the Parent, Borrower or any of the Subsidiary Guarantors their Subsidiaries which might could reasonably be expected to materially adversely affect the Parent's, Borrower’s 's and their Subsidiaries' consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document; ; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration arbitration, environmental or governmental investigation or proceeding disclosed pursuant to Section SECTION 6.7 of the Credit Agreement which might could reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Parent, Borrower and their Subsidiaries; and and (c) no Default shall have then occurred and be continuing, and none of neither the Parent, Borrower, any other Group CompanyObligor, or nor any of their respective Subsidiaries is are in material 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 this Amendment any Borrowing the following statements shall be true and correctcorrect and certified as such by a certificate of the president, chief financial officer (or, if none, the chief financial Authorized Corporate Officer) of the Company delivered by the Company to the Administrative Agent: (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section 6.7, 6.8 and 6.9) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early earlier date, in which case such representations and warranties shall be true and correct as of such earlier date)) except for such changes as are specifically permitted hereunder; (b) except as disclosed by the Borrower Company to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement6.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of the BorrowerCompany, threatened against the Borrower Company or any of the Subsidiary Guarantors its Subsidiaries which might reasonably be expected to materially adversely affect the Borrower’s Company's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might reasonably be expected to materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospects; andprospects of the Company and its Subsidiaries; (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or Company nor any of their respective its Subsidiaries is 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 this Amendment 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: (a) the representations and warranties set forth in Article VI of the Credit Agreement VII (excluding, however, those contained in Section 6.77.7) shall and in each other Loan Document shall, in each case, be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) except as disclosed by the Borrower or the Parent to the Agent Agents, the Issuer and the Lenders pursuant to Section 6.7 of the Credit Agreement7.7 (i) no labor controversy, litigation, action, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the best knowledge of the Borrower, threatened against the Borrower Borrower, the Parent or any of the Subsidiary Guarantors their respective Subsidiaries which might materially adversely affect the Borrower’s Parent's consolidated financial conditionbusiness, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, the Notes or any other Loan Document;; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement 7.7 which might materially adversely affect the Borrower’s consolidated financial conditionbusinesses, operations, assets, business, revenues, properties or prospectsprospects of the Borrower, the Parent and their respective Subsidiaries; and (c) no Default shall have then occurred and be continuing, and none of neither the Borrower, any other Group Company, or the Parent nor any of their respective Subsidiaries nor any other Obligor is in material violation of any law or governmental regulation or court order or decree.