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 (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 VII (excluding, however, those contained in Section 7.8) shall be true and correct 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 as of such earlier date); (b) except as disclosed by the Borrowers to the Agent and the Lenders pursuant to Section 7.8 (i) no litigation, arbitration, or governmental investigation, proceeding or inquiry shall be pending or, to the knowledge of the Borrowers, threatened against any Borrower which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole; and (ii) no development shall have occurred in any such litigation, arbitration or governmental investigation, proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole. (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ nor any of its Subsidiaries are in violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole.

Compliance with Warranties, No Default, etc. Both before and ------------------------------------------- after giving effect to any Credit Extension Borrowing (but, if any Default of the nature referred to in Section 9.1.5 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 Borrowingthereof) the following statements shall be true and correct (a) the representations and warranties set forth in Article VII VI ---------- (excluding, however, those contained in Section 7.86.7) 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 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 Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.86.7 ----------- (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would materially adversely of its Subsidiaries which might have a Materially Adverse Effect or which purports to affect the businesslegality, operationsvalidity or enforceability of this Agreement, assetsthe Notes, revenues any Collateral Document or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholeany other Loan Document; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 6.7 which might have a whole.Materially ----------- Adverse Effect; and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower nor any of its Subsidiaries are shall be in violation of any applicable law or governmental regulation or court order or decree decree, the violation of which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as could have a wholeMaterially 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 9.1.5 12.1.2 shall -------------- have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowingthereof) the following statements shall be true and correct: (a) the representations and warranties of the Company and the Guarantors set forth in Article VII this Agreement (excluding, however, those contained in Section 7.8excluding Sections 9.6 and 9.8) 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 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 Borrowers Company to the Agent and the Lenders Banks pursuant to Section 7.89.6, ----------- (i) no litigationlitigation (including derivative actions), arbitrationarbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersCompany, threatened against the Company or any Borrower which, if adversely determined, would materially adversely of its Subsidiaries which might reasonably be expected to have a Material Adverse Effect or which purports to affect the businesslegality, operationsvalidity or enforceability of this Agreement, assets, revenues the Notes or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholeany other Loan Document; and (ii) no development shall have occurred in any such litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 9.6 which might reasonably be expected to have a whole.----------- Material Adverse Effect; and (c) 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 are shall be in violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect where such violation or violations singly or in the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as aggregate might reasonably be expected to have a wholeMaterial Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and ------------------------------------------- after giving effect to any Credit Extension (butthe Effective Date, 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 VII VI ---------- (excluding, however, those contained in Section 7.86.7) 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 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 Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.86.7, ----------- (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would materially adversely of its Subsidiaries which might have a Materially Adverse Effect or which purports to affect the businesslegality, operationsvalidity or enforceability of this Agreement, assetsthe Notes, revenues any Collateral Document or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole; any other Loan Document, and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 6.7 which might have a whole.Materially ----------- Adverse Effect; and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower nor any of its Subsidiaries are shall be in violation of any applicable law or governmental regulation or court order or decree decree, the violation of which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as could have a wholeMaterially 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 9.1.5 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowingthereof) the following statements shall be true and correct: (a) the representations and warranties of the Company and the Guarantors set forth in Article VII this Agreement (excluding, however, those contained in excluding Section 7.89.6) 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 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 Borrowers Company to the Agent and the Lenders Banks pursuant to Section 7.89.6, (i) no litigationlitigation (including derivative actions), arbitrationarbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersCompany, threatened against the Company or any Borrower which, if adversely determined, would materially adversely of its Subsidiaries which might reasonably be expected to have a Material Adverse Effect or which purports to affect the businesslegality, operationsvalidity or enforceability of this Agreement, assets, revenues the Notes or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholeany other Loan Document; and (ii) no development shall have occurred in any such litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 9.6 which might reasonably be expected to have a whole.Material Adverse Effect; and (c) 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 are shall be in violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect where such violation or violations singly or in the business, aggregate might reasonably be expected to have a Material Adverse Effect; and (d) there shall have been no change in the operations, assets, revenues or financial condition or prospects of ▇▇▇▇▇▇▇ the Company and its Subsidiaries taken as or in the market for syndicated loans that might reasonably be expected to have a wholeMaterial 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 9.1.5 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 Borrowingthereof) the following statements shall be true and correct correct in all material respects (a) the representations and warranties set forth in Article VII VI (excluding, however, those contained in Section 7.8) 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 earlier 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 Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.8 6.7 (i) no labor controversy, litigation, arbitration, arbitration or ----------- governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would of its Subsidiaries which might materially adversely affect the Borrower's and its Subsidiaries' consolidated business, operations, assets, revenues revenues, properties or financial condition prospects or which purports to affect the legality, validity or enforceability of ▇▇▇▇▇▇▇ this Agreement, the Notes or any other Loan Document; and its Subsidiaries taken as a whole; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would disclosed pursuant to Section 6.7 which might materially adversely affect the businessconsolidated businesses, ----------- operations, assets, revenues revenues, properties or financial condition prospects of ▇▇▇▇▇▇▇ the Borrower and its Subsidiaries taken as a whole. Subsidiaries; and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower, any other Obligor, nor any of its their Subsidiaries are in material violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholedecree.

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 BorrowingCredit Extension) the following statements shall be true and correct (a) the representations and warranties set forth in Article VII (excluding, however, those contained in Section 7.87.7) 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 earlier 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 Borrowers Borrower or the Parent to the Agent Agents, the Issuer and the Lenders pursuant to Section 7.87.7 (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the best knowledge of the BorrowersBorrower, threatened against the Borrower, the Parent or any Borrower which, if adversely determined, would of their respective Subsidiaries which might materially adversely affect the Parent's consolidated business, operations, assets, revenues revenues, properties or financial condition prospects or which purports to affect the legality, validity or enforceability of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholethis Agreement, the Notes or any other Loan Document; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would disclosed pursuant to Section 7.7 which might materially adversely affect the businessconsolidated businesses, operations, assets, revenues revenues, properties or financial condition prospects of ▇▇▇▇▇▇▇ the Borrower, the Parent and its Subsidiaries taken as a whole.their respective Subsidiaries; and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower, the Parent nor any of its their respective Subsidiaries are nor any other Obligor is in material violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholedecree.

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 9.1.5 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowingthereof) the following statements shall be true and correct: (a) the representations and warranties of the Company and the Guarantors set forth in Article VII this Agreement (excludingexcluding Sections 9.6, however9.8, those contained in Section 7.8and 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 earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);; 44 52 (b) except as disclosed by the Borrowers Company to the Administrative Agent and the Lenders Banks pursuant to Section 7.89.6, (i) no litigationlitigation (including derivative actions), arbitrationarbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersCompany, threatened against the Company or any Borrower which, if adversely determined, would materially adversely of its Subsidiaries which might reasonably be expected to have a Material Adverse Effect or which purports to affect the businesslegality, operationsvalidity or enforceability of this Agreement, assets, revenues the Notes or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholeany other Loan Document; and (ii) no development shall have occurred in any such litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 9.6 which might reasonably be expected to have a whole.Material Adverse Effect; and (c) 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 are shall be in violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect where such violation or violations singly or in the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as aggregate might reasonably be expected to have a wholeMaterial Adverse Effect.

Compliance with Warranties, No Default, etc. Both before ------------------------------------------- and after giving effect to any Credit Extension Borrowing (but, if any Default of the nature referred to in Section 9.1.5 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 Borrowingthereof) the following statements shall be true and correct: (a) the representations and warranties set forth in Article VII VI ---------- (excluding, however, those contained in Section 7.86.7) 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 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 Borrowers Borrower to the Administrative Agent and the Lenders pursuant to Section 7.86.7, ----------- (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would of its Subsidiaries which might materially adversely affect the Borrower's consolidated business, operations, assets, revenues or revenues, properties, financial condition or prospects or which purports to affect the legality, validity or enforceability of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholethis Agreement, the Notes or any other Loan Document; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would disclosed pursuant to Section 6.7 which might materially ----------- adversely affect the businessconsolidated businesses, operations, assets, revenues or revenues, properties, financial condition or prospects of ▇▇▇▇▇▇▇ the Borrower and its Subsidiaries taken as a whole.Subsidiaries; and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower, any other Obligor, nor any of its Subsidiaries are in violation in any material respect of any applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholedecree.

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 Borrowing) the following statements shall be true and correct (a) the representations and warranties set forth in Article VII (excluding, however, those contained in Section 7.87.7) 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 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 Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.87.7 (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, of its Significant Subsidiaries which would reasonably be expected to cause a Material Adverse Effect or which purports to materially and adversely affect the businesslegality, operations, assets, revenues validity or financial condition enforceability of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholethis Agreement or any other Loan Document; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 7.7 which might have a whole.Material Adverse Effect; and (c) no 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 applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as reasonably be expected to cause a wholeMaterial 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 9.1.5 12.1.4 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowingthereof) the following statements shall be true and correct: (a) the representations and warranties of the Company and the Subsidiary Guarantors set forth in Article VII (excluding, however, those contained in Section 7.8) this Agreement 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 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 Borrowers Company to the Administrative Agent and the Lenders pursuant to Section 7.89.9, (i) no litigationlitigation (including derivative actions), arbitrationarbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersCompany, threatened against the Company or any Borrower which, if adversely determined, would materially adversely of its Subsidiaries which might reasonably be expected to have a Material Adverse Effect or which purports to affect the businesslegality, operationsvalidity or enforceability of this Agreement, assets, revenues the Notes or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholeany other Loan Document; and (ii) no development shall have occurred in any such litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 9.9 which might reasonably be expected to have a whole.Material Adverse Effect; and (c) 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 are shall be in violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect where such violation or violations singly or in the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as aggregate might reasonably be expected to have a wholeMaterial Adverse Effect.

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 Borrowing) the following statements shall be true and correctcorrect to the satisfaction of the Administrative Agent: (a) the representations and warranties set forth in Article VII VI (excluding, however, those contained in Section 7.8) 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 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 Borrowers Borrower to the Administrative Agent and the Lenders pursuant to Section 7.86.7 (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would of its Subsidiaries which might materially adversely affect the Borrower's consolidated business, operations, assets, revenues revenues, properties or financial condition prospects or which purports to affect the legality, validity or enforceability of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholethis Agreement, the Notes or any other Loan Document; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would disclosed pursuant to Section 6.7 which might materially adversely affect the businessconsolidated businesses, operations, assets, revenues revenues, properties or financial condition prospects of ▇▇▇▇▇▇▇ the Borrower and its Subsidiaries taken as a whole.Subsidiaries; and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower, any other Obligor nor any of its the Borrower's Subsidiaries are in material violation of any applicable law or law, governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholedecree.

Compliance with Warranties, No Default, etc. Both before ------------------------------------------- and after giving effect to any Credit Extension Borrowing (but, if any Default of the nature referred to in Section 9.1.5 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 Borrowingthereof) the following statements shall be true and correct : (a) the representations and warranties set forth in Article VII VI (excluding, however, ---------- those contained in Section 7.86.7) shall be true and correct 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 as of such earlier date); ; (b) except as disclosed by the Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.8 6.7 (i) no labor controversy, litigation, arbitration, arbitration or ----------- governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would of its Subsidiaries which might materially adversely affect the Borrower's consolidated business, operations, assets, revenues revenues, properties or financial condition prospects or which purports to affect the legality, validity or enforceability of ▇▇▇▇▇▇▇ this Agreement, the Notes or any other Loan Document; and its Subsidiaries taken as a whole; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would disclosed pursuant to Section 6.7 which might materially adversely ----------- affect the businessconsolidated businesses, operations, assets, revenues revenues, properties or financial condition prospects of ▇▇▇▇▇▇▇ the Borrower and its Subsidiaries taken as a whole. Subsidiaries; (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower nor any of its Subsidiaries are in material violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect decree; (d) the businessBorrower is in compliance with the Current Ratio and Tangible Net Worth tests required by Section 7.2.4, operationsand, assetsimmediately after giving effect ------------- to the proposed Borrowing, revenues or financial condition the Senior Debt of ▇▇▇▇▇▇▇ the Borrower shall not exceed the Borrowing Base and its Subsidiaries taken (e) the Loans and Letters of Credit requested will constitute "Designated Senior Indebtedness" pursuant to the Indenture, as a wholedefined therein.

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 9.1.5 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowingthereof) the following statements shall be true and correct: (a) the representations and warranties of the Company and the Guarantors set forth in Article VII this Agreement (excludingexcluding Sections 9.6, however, those contained in Section 7.89.8 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 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 Borrowers Company to the Administrative Agent and the Lenders Banks pursuant to Section 7.89.6, (i) no litigationlitigation (including derivative actions), arbitrationarbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersCompany, threatened against the Company or any Borrower which, if adversely determined, would materially adversely Subsidiary which might reasonably be expected to have a Material Adverse Effect or which purports to affect the businesslegality, operationsvalidity or enforceability of this Agreement, assets, revenues the Notes or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholeany other Loan Document; and (ii) no development shall have occurred in any such litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 9.6 which might reasonably be expected to have a whole.Material Adverse Effect; and (c) 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 are Subsidiary shall be in violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect where such violation or violations singly or in the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as aggregate might reasonably be expected to have a wholeMaterial Adverse Effect.

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 Borrowing) the following statements shall be true and correct (a) the representations and warranties set forth in Article VII (excluding, however, those contained in Section 7.87.7) and in each other Loan Document shall be true and correct in all 42 49 material respects 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 as of such earlier date); (b) except as disclosed by the Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.87.7 (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, of its Significant Subsidiaries which would reasonably be expected to cause a Material Adverse Effect or which purports to materially and adversely affect the businesslegality, operationsvalidity or enforceability of this Agreement, assets, revenues the Notes or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholeany other Loan Document; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 7.7 which might have a whole.Material Adverse Effect; and (c) no 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 applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as reasonably be expected to cause a wholeMaterial Adverse Effect.

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 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 VII (excluding, however, those contained in Section 7.87.9) 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 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 Borrowers Borrower to the Administrative Agent and the Lenders pursuant to Section 7.87.9 (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower whichof its Subsidiaries, if adversely determinedor any of their respective Properties, would materially adversely affect the businessbusinesses, operationsassets or revenues, assets, revenues which has or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as might be expected to have a wholeMaterial Adverse Effect; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding disclosed pursuant to Section 7.9 which has or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as might be expected to have a whole.Material Adverse Effect; and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower nor any of its Subsidiaries other Obligor are in material violation of any applicable law or governmental regulation Applicable Law or court order or decree which would materially adversely affect the business, operations, assets, revenues if such violation has or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as might be expected to have a wholeMaterial Adverse Effect.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any such 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 correctExtension: (a) the representations and warranties of the Company set forth in Article VII this Agreement (excludingexcluding Sections 9.6, however, those contained in Section 7.89.8 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 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 Borrowers to the Agent and the Lenders Company pursuant to Section 7.89.6, (i) no litigationlitigation (including derivative actions), arbitrationarbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersCompany, threatened against the Company or any Borrower which, if adversely determined, would materially adversely of its Subsidiaries which might reasonably be expected to have a Material Adverse Effect or which purports to affect the businesslegality, operations, assets, revenues validity or financial condition enforceability of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholethis Agreement or any other Loan Document; and (ii) no development shall have occurred in any such litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 9.6 which might reasonably be expected to have a whole.Material Adverse Effect; and (c) 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 are shall be in violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect where such violation or violations singly or in the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as aggregate might reasonably be expected to have a wholeMaterial Adverse Effect.

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 Borrowing) the following statements shall be true and correct (a) the representations and warranties set forth in Article VII (excluding, however, those contained in Section 7.87.7) 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 earlier 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 Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.87.7 (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, of its Significant Subsidiaries which would reasonably be expected to cause a Material Adverse Effect or which purports to materially and adversely affect the businesslegality, operationsvalidity or enforceability of this Agreement, assets, revenues the Notes or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholeany other Loan Document; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as disclosed pursuant to Section 7.7 which might have a whole.Material Adverse Effect; and (c) no 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 applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as reasonably be expected to cause a wholeMaterial Adverse Effect.

Compliance with Warranties, No Default, etc. Both before ------------------------------------------- and after giving effect to any Credit Extension Borrowing (but, if any Default of the nature referred to in Section 9.1.5 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 Borrowingthereof) the following statements shall be true and correct: (a) the representations and warranties set forth in Article VII VI ---------- (excluding, however, those contained in Section 7.86.7) 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 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 Borrowers Borrower to the Administrative Agent and the Lenders pursuant to Section 7.86.7, ----------- (ic) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would of its Subsidiaries which might materially adversely affect the Borrower's consolidated business, operations, assets, revenues or revenues, properties, financial condition or prospects or which purports to affect the legality, validity or enforceability of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholethis Agreement, the Notes or any other Loan Document; and (iid) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would disclosed pursuant to Section 6.7 which might materially adversely affect the businessconsolidated ----------- businesses, operations, assets, revenues or revenues, properties, financial condition or prospects of ▇▇▇▇▇▇▇ the Borrower and its Subsidiaries taken as a whole.Subsidiaries; and (ce) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower, any other Obligor, nor any of its Subsidiaries are in violation in any material respect of any applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholedecree.

Compliance with Warranties, No Default, etc. Both ------------------------------------------- before and after giving effect to any Credit Extension Borrowing (but, if any Default of the nature referred to in Section 9.1.5 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 Borrowingthereof) the following statements shall be true and correct : (a) the representations and warranties set forth in Article VII VI ---------- (excluding, however, those contained in Section 7.86.7) shall be true and correct ----------- 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 as of such earlier date); ; (b) except as disclosed by the Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.8 6.7 (i) no labor controversy, ----------- litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would of its Subsidiaries which might materially adversely affect the Borrower's consolidated business, operations, assets, revenues revenues, properties or financial condition prospects or which purports to affect the legality, validity or enforceability of ▇▇▇▇▇▇▇ this Agreement, the Notes or any other Loan Document; and its Subsidiaries taken as a whole; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would disclosed pursuant to Section 6.7 which might ----------- materially adversely affect the businessconsolidated businesses, operations, assets, revenues revenues, properties or financial condition prospects of ▇▇▇▇▇▇▇ the Borrower and its Subsidiaries taken as a whole. Subsidiaries; (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower nor any of its Subsidiaries are in material violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect decree; (d) the businessBorrower is in compliance with the Current Ratio and Tangible Net Worth tests required by Section 7.2.4, operationsand, assets------------- immediately after giving effect to the proposed Borrowing, revenues or financial condition the Senior Debt of ▇▇▇▇▇▇▇ the Borrower shall not exceed the Aggregate Borrowing Base and its Subsidiaries taken (e) the Loans requested will constitute "Senior Indebtedness" pursuant to the Indenture, as a wholedefined therein.

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 9.1.5 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 Borrowingthereof) the following statements shall be true and correct correct in all material respects (a) the representations and warranties set forth in Article VII (excludingVI, however, those contained and in Section 7.8) each Collateral Document shall be true and correct 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 as of such earlier date); ; (b) except as disclosed by the Borrowers Borrower to the Administrative Agent and the Lenders pursuant to Section 7.8 6.7 (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would of its Subsidiaries which could reasonably be expected to materially adversely affect the Borrower’s and its Subsidiaries’ consolidated business, operations, assets, revenues revenues, properties or financial condition prospects or which purports to affect the legality, validity or enforceability of ▇▇▇▇▇▇▇ this Agreement, the Notes or any other Loan Document; and its Subsidiaries taken as a whole; and (ii) no development shall have occurred in any such labor controversy, litigation, arbitration arbitration, environmental or governmental investigation, investigation or proceeding or inquiry so disclosed, which, if adversely determined, would disclosed pursuant to Section 6.7 which could reasonably be expected to materially adversely affect the businessconsolidated businesses, operations, assets, revenues revenues, properties or financial condition prospects of ▇▇▇▇▇▇▇ the Borrower and its Subsidiaries taken as a whole. Subsidiaries; and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ the Borrower, any other Obligor, nor any of its their Subsidiaries are in material violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a wholedecree.

Compliance with Warranties, No Default, etc. Both before and after giving effect to any Credit Extension (but, if any Default the occurrence of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect Sixth Amendment Effective Date and the amendments to the applicationExisting Credit Agreement set forth above, directly or indirectly, of the proceeds of any Borrowing) 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 VII VI (excluding, however, those contained in Section 7.86.7) 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 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 Borrowers Borrower to the Agent and the Lenders pursuant to Section 7.86.7 of the Existing Credit Agreement, (i) no labor controversy, litigation, arbitration, arbitration or governmental investigation, investigation or proceeding or inquiry shall be pending or, to the knowledge of the BorrowersBorrower, threatened against the Borrower or any Borrower which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as which could result in a wholeMaterial Adverse Effect (including with respect to this Amendment or any other Loan Document delivered in connection herewith); and (ii) no development shall have has occurred in any such labor controversy, litigation, arbitration or governmental investigation, investigation or proceeding disclosed pursuant to Section 6.7 of the Existing Credit Agreement which could result in a Material Adverse Effect (including with respect to this Amendment or inquiry so disclosed, which, if adversely determined, would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole.any other Loan Document delivered in connection herewith); and (c) no Default shall have then occurred and be continuing, and neither ▇▇▇▇▇▇▇ nor any of its Subsidiaries are in violation of any applicable law or governmental regulation or court order or decree which would materially adversely affect the business, operations, assets, revenues or financial condition of ▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole.