Common use of Litigation; Compliance with Laws Clause in Contracts

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09(a), there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of any Borrower, investigations by Holdings or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened (in writing writing) against Holdings or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiary or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable likelihood of an adverse determination is reasonably probable and whichthat, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or to result in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09(a) that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, the U.S. Borrower, Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, buildingzoning and building law, ordinance, code or approval or any building approval, permit, but excluding any Environmental Laws, which are covered by Section 3.16Law and Environmental Permit) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (d) Except as set forth on Schedule 3.09(d), certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date Closing Date, except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there There are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Third Restatement Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Third Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None Except as set forth on Schedule 3.09, none of Holdings (prior to a Qualified IPO), the U.S. Borrower, the its Subsidiaries or and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date Closing Date, except as set forth on Schedule 3.09 to the November 2006 2013 Credit Agreement, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there There are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of any BorrowerHoldings, investigations by Polo Holdings or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings, Polo Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries other Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination is reasonably probable and whichthat, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or to result in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO)Holdings, Polo Holdings, the U.S. Borrower, Borrower or any of the other Subsidiaries or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16permits) or any restriction restrictions of record or agreement agreements affecting any Mortgaged PropertyProperty or Resort, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default (individually or in the aggregate) could reasonably be expected to haveresult in a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property and Resort as currently constructed, other than any certificates or permits for properties or assets in Europe, to the extent such certificates or permits are not in effect on the Closing Date and not having such certificates or permits could not (individually or in the aggregate, ) reasonably be expected to result in a Material Adverse Effect. If requested, true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent (if applicable, as mortgagee) with respect to each Mortgaged Property and Resort.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination is reasonably probable and whichthat, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or to result in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Since the Closing Date, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Propertypermits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (d) To the Borrower’s knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth herein that could reasonably be expected to result in a Material Adverse Effect. (e) For all taxable periods up to and including the earlier of (i) the date on which the Borrower terminates its election to be treated as an S corporation for U.S. Federal income tax purposes and (ii) the issue date of the Senior Warrants, the Borrower has been and will be a valid S corporation under Section 1361 of the Code and under the laws of those U.S. states in which the Borrower files state income tax returns and which also recognize S corporation status for state income tax purposes.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing (other than any Borrowing of Tranche C-4 Delayed Draw Term Loans) after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement, there There are no actions, suits or suits, claims, disputes, proceedings at law or in equity or in arbitration or, to the knowledge of any the Parent Borrower or the Co-Borrower, investigations by or on behalf of any Governmental Authority, now pending or threatened against the Parent Borrower, the Co-Borrower or any of their respective Subsidiaries or any business, Property or rights of any such person (including that involve any Loan Document or the Transactions) that, individually in the aggregate, have resulted in or could reasonably be expected to result in a Material Adverse Effect, except for any action, suit or proceeding at law or in equity by or on behalf of any Governmental Authority or in arbitration now pending, or, which has been disclosed in the Parent Borrower’s public filings with the SEC prior to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Parent Borrower, the Subsidiaries Co-Borrower or any of their respective properties or assets Subsidiaries is in violation of (nor will the continued operation of their material properties and assets respective Property or business as currently conducted violate) any law, rule or regulation Requirement of Law (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction restrictions of record or agreement agreements affecting any Mortgaged Property, of the Company’s Real Property or is in default with respect to any judgment, writ, injunction Order applicable to it or decree any of any Governmental Authority, its Property where such violation or default could reasonably be expected to havedefault, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) The Parent Borrower and each of its Subsidiaries maintains in effect and enforces policies and procedures reasonably designed to ensure compliance in all material respects by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees, agents and representatives with applicable Anti-Corruption Laws, Sanctions Laws and Anti-Money Laundering Laws.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement, there There are no ongoing Regulatory Actions or other actions, suits or proceedings at law or in equity or, to the knowledge of any Holdings, or the Borrower, investigations investigations, by or on behalf of any Governmental Authority or in arbitration now pendingpending or ongoing, or, to the knowledge of any Holdings, or the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Holdings, the Borrower or any of its subsidiaries the Subsidiaries or any business, property or rights of any such person person, nor has any event occurred that (iwhether with notice or lapse of time or both) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to haveresult in or constitute the basis for any Regulatory Action, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determinedin any case, could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) (i) any law, rule or regulation Law (including the Health Care Laws or any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by subject to Section 3.166.16) or (ii) any restriction of record or agreement affecting any Mortgaged of their respective Real Property, or (iii) is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in each case, where such violation or default in foregoing clauses (i) to (iii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each of its Subsidiaries holds, maintains and has been operating in material compliance with all Permits required for the conduct of its business as currently conducted, and all such Permits are valid, current, and in full force and effect, except where such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower or any Subsidiary, all products manufactured, sold, or distributed by the Borrower or the Subsidiaries have been designed, manufactured, imported, exported, processed, developed, labeled, stored, tested, and marketed in compliance with applicable Health Care Laws, except where such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except where such actions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the products manufactured, packaged, labeled, imported, warehoused, sold or distributed by the Borrower, the Subsidiaries, or their respective facilities in which such products are manufactured, packaged, labeled, processed, stored or handled is subject to any warning letter from any Governmental Authority, any other adverse correspondence or notice from a Governmental Authority, or any investigation, penalty assessment, or other compliance or enforcement action by any Governmental Authority. To the knowledge of the Borrower or any Subsidiary, and except as otherwise publicly disclosed, none of the products manufactured, packaged, labeled, imported, sold or distributed by the Borrower or the Subsidiaries is subject to any seizure, recall, market withdrawal, removal or discontinuation (other than for commercial or other business reasons), whether such action was ordered by a Governmental Authority or undertaken voluntarily, which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, none of the third-party entities that manufacture, process, label or package products distributed by the Borrower or the Subsidiaries is subject to any adverse action with regard to any product purchased and further distributed by the Borrower or the Subsidiaries, except where such adverse action would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Borrower, the Subsidiaries, nor to the knowledge of Holdings or the Borrower, any of their respective suppliers has received, nor is the Borrower or any Subsidiary aware of facts that could give rise to, any complaint from a third party regarding the safety, quality, or labeling compliance of any product sold or distributed by the Borrower or the Subsidiaries or any claim that the Borrower, the Subsidiaries, or one of their respective suppliers has adulterated, misbranded, mispackaged, or mislabeled any product or engaged in misleading advertising or promotion for any product or service offered by the Borrower or the Subsidiaries, except which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or, to the knowledge of any Borrower, investigations or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of any Holdings or the Borrower, threatened in writing against or affecting affecting, Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries the other Subsidiaries or any business, property or rights of any such person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, individually could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effect or to materially adversely affect the Transactions. On . (b) No Loan Party has been barred for a period in excess of 14 consecutive days from receiving surface or underground Mining Permits pursuant to the Amendment Effective Date "permit blockage" provisions of the Surface Mining Control and on the date Reclamation Act of 1977, as amended, or any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity orcomparable state statute. (c) No Loan Party nor, to the knowledge of any Holdings or the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights Subsidiaries is in violation of any such person as laws relating to which an adverse determination is reasonably probable terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and whichthe Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, if adversely determinedPublic Law 107-56 (signed into law on October 26, could reasonably be expected to have, individually or in 2001) (the aggregate, a Material Adverse Effect"U.S. Patriot Act"). (bd) None of Holdings (prior to a Qualified IPOExcept as set forth in Schedule 3.08(d), (i) none of Holdings, the U.S. Borrower, the other Subsidiaries or and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval approval, Mining Law, Mining Permit or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation and (ii) none of Holdings, the Borrower and the other Subsidiaries is lacking any consent, approval or default permit, including Mining Permits, from any applicable Governmental Authority, necessary to the normal conduct of its business, except for (x) Mining Permits and related Environmental Permits with respect to new mining operations that have been applied for by the Borrower or any of the other Subsidiaries in the ordinary course of business and which are expected to be obtained and the lack of which in the interim would not have a Material Adverse Effect, (y) Mining Permits and related permits to be transferred to the Borrower or any of its Subsidiaries in connection with a completed acquisition of assets or Equity Interests by the Borrower or any of its Subsidiaries permitted pursuant to this Agreement and which are expected to be obtained and the lack of which in the interim would not have a Material Adverse Effect and (z) in each case to the extent that any of the foregoing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Closing Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None Except as set forth on Schedule 3.09, none of Holdings (prior to a Qualified IPO), the U.S. Borrower, the its Subsidiaries or and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Second Restatement Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Second Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None Except as set forth on Schedule 3.09, none of Holdings (prior to a Qualified IPO), the U.S. Borrower, the its Subsidiaries or and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement, there There are no ongoing Regulatory Actions or other actions, suits or proceedings at law or in equity or, to the knowledge of any Holdings, or the Borrower, investigations investigations, by or on behalf of any Governmental Authority or in arbitration now pendingpending or ongoing, or, to the knowledge of any Holdings, or the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Holdings, the Borrower or any of its subsidiaries the Subsidiaries or any business, property or rights of any such person person, nor has any event occurred that (iwhether with notice or lapse of time or both) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to haveresult in or constitute the basis for any Regulatory Action, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determinedin any case, could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) (i) any law, rule or regulation Law (including the Health Care Laws or any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by subject to Section 3.16), (ii) or any restriction of record or agreement affecting any Mortgaged of their respective Real Property, or (iii) is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in each case, where such violation or default in foregoing clauses (i) to (iii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each of its Subsidiaries holds, maintains and has been operating in material compliance with all Permits required for the conduct of its business as currently conducted, and all such Permits are valid, current, and in full force and effect, except where such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower or any Subsidiary, all products manufactured, sold, or distributed by the Borrower or the Subsidiaries have been designed, manufactured, imported, exported, processed, developed, labeled, stored, tested, and marketed in compliance with applicable Health Care Laws, except where such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except where such actions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the products manufactured, packaged, labeled, imported, warehoused, sold or distributed by the Borrower, the Subsidiaries, or their respective facilities in which such products are manufactured, packaged, labeled, processed, stored or handled is subject to any warning letter from any Governmental Authority, any other adverse correspondence or notice from a Governmental Authority, or any investigation, penalty assessment, or other compliance or enforcement action by any Governmental Authority. To the knowledge of the Borrower or any Subsidiary, and except as otherwise publicly disclosed, none of the products manufactured, packaged, labeled, imported, sold or distributed by the Borrower or the Subsidiaries is subject to any seizure, recall, market withdrawal, removal or discontinuation (other than for commercial or other business reasons), whether such action was ordered by a Governmental Authority or undertaken voluntarily, which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, none of the third-party entities that manufacture, process, label or package products distributed by the Borrower or the Subsidiaries is subject to any adverse action with regard to any product purchased and further distributed by the Borrower or the Subsidiaries, except where such adverse action would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Borrower, the Subsidiaries, nor to the knowledge of Holdings or the Borrower, any of their respective suppliers has received, nor is the Borrower or any Subsidiary aware of facts that could give rise to, any complaint from a third party regarding the safety, quality, or labeling compliance of any product sold or distributed by the Borrower or the Subsidiaries or any claim that the Borrower, the Subsidiaries, or one of their respective suppliers has adulterated, misbranded, mispackaged, or mislabeled any product or engaged in misleading advertising or promotion for any product or service offered by the Borrower or the Subsidiaries, except which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or, to the knowledge of any Borrower, investigations or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of the Company or any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or affecting, any of the Company and its subsidiaries Wholly Owned Subsidiaries or any business, property or rights of any such person Person (i) as of the Signing Date, that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, individually could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effect or to materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPOExcept as set forth in Schedule 3.08(b), none of the U.S. Borrower, the Borrowers or any of their Wholly Owned Subsidiaries or and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged PropertyReal Property that is part of the Collateral, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) To the extent applicable, all the legal requirements of the Luxembourg law dated 31 May 1999, as amended, regarding the domiciliation of companies have been complied with by the Company, Holdco and the Initial Borrower and any other Borrower or Guarantor incorporated or existing under the laws of Luxembourg, except where failure to so comply could not reasonably be expected to have a Material Adverse Effect. (d) To the best of the Company’s knowledge, the Company and each of its Subsidiaries is in compliance with the Foreign Corrupt Practices Act (United States of America), the Corruption of Foreign Public Officials Act (Canada), United Nations Act (Canada), Export and Import Permits Act (Canada), Customs Act (Canada), regulations and orders made under any of the foregoing statutes and any other export controls or sanctions administered or enforced by the Government of United States of America, the Government of Canada, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority or any analogous laws, for greater certainty, excluding the Special Economic Measures Act (Canada) (collectively, the “Sanctions”), in each case to the extent applicable, where failure to comply would have a Material Adverse Effect or could materially prejudice the Lenders or their reputations. (e) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries is an individual or entity that is, or is owned or controlled by, a person that is (i) the subject of any Sanctions; or (ii) located, organized or resident in a Sanctioned Country. Each of the Company and its Subsidiaries has terminated any and all business activities, direct or indirect, with or in any country or territory listed in the preceding sentence. (f) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage, where such offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value would be reasonably likely to have a Material Adverse Effect or could materially prejudice the Lenders or their reputations.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement, there There are no actions, suits suits, claims, disputes, proceedings or proceedings investigations at law or in equity by or before any Governmental Authority now pending or, to the knowledge best of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrowerthe Parent, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries Subsidiaries or any business, asset, property or rights of any such person Borrower or any of its Subsidiaries (i) that involve any Loan Document or any of the Transactions, the ability of any Borrower or any of its Subsidiaries to perform its obligations under any Loan Document or any of the Transaction Documents to which it is a party or the ability of any Borrower or any of its Subsidiaries to consummate any of the Transactions or (ii) that have resulted, or as to which there is a reasonable possibility of an adverse determination is reasonably probable and whichthat, if adversely determined, could reasonably be expected to havecould, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to haveresult, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. No Borrower, the nor any of its Subsidiaries, nor any business, asset, property or rights of any Borrower, nor any of its Subsidiaries, nor any business, asset, property or rights of any Borrower or any of its Subsidiaries or their respective properties or assets is (i) in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation applicable laws (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16applicable Federal Communications Commission regulations) or any restriction restrictions of record or agreement agreements affecting any Mortgaged Propertyof such Person’s real or personal property, (ii) in violation of U.S. and any other applicable export control laws and regulations, including without limitation the U.S. Export Administration Regulations (“EAR”), or is (ii) in default with respect to any judgment, decree, verdict, order, consent order, consent decree, writ, injunction declaration or decree injunction; in each of any Governmental Authority, the foregoing cases where such violation or default could reasonably be expected to havedefault, has resulted, or could, individually or in the aggregate, reasonably be expected to result, in a Material Adverse Effect. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, and agents with applicable laws, including but not limited to U.S. export control laws and regulations.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 3.08(a) to the November 2006 Credit Agreement, there are no actions, suits this Agreement or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, (x) there are no actions, suits suits, investigations or proceedings at law or in equity or, to the knowledge of any Borrower, investigations or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any against, the Borrower or any of its subsidiaries the other Restricted Subsidiaries or any business, property or rights of any such person (i) as to of the Effective Date, that involve any Loan Document or the Transactions or (ii) which an adverse determination is reasonably probable and which, if adversely determined, could would reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effectto materially adversely affect the Transactions; (y) none of the Borrower or any Restricted Subsidiary has been notified in writing, or, to the knowledge of the Borrower and the Restricted Subsidiaries, otherwise notified, by the Federal Office of Surface Mining or the agency of any state administering the Surface Mining Control and Reclamation Act of 1977, as amended, or any comparable state statute that it is: (i) ineligible to receive additional surface mining permits; or (ii) under investigation to determine whether their eligibility to receive any Mining Permit should be revoked, i.e., “permit blocked”; and (z) to the knowledge of the Borrower, no facts exist that presently or upon the giving of notice or the lapse of time or otherwise would render any of the Borrower or any Restricted Subsidiary ineligible to receive surface mining permits. (b) None Except as set forth in Schedule 3.08(b) to this Agreement, none of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Restricted Subsidiaries or their respective properties or assets is is, as of the Effective Date, in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval approval, Mining Law, Mining Permit, Mining Lease or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any order, judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or, to the knowledge of any Borrower, investigations or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any affecting, the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, individually or in the aggregate could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effect or to materially adversely affect the Transactions. On Neither the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or nor any of its subsidiaries or Subsidiaries, nor any businessof their Affiliates, property or rights is in violation of any such person as laws relating to which an adverse determination is reasonably probable terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and whichthe Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, if adversely determinedPublic Law 107-56 (signed into law on October 26, could reasonably be expected to have, individually or in 2001) (the aggregate, a Material Adverse Effect“U.S.A. PATRIOT Act”). (b) None (i) Neither the Borrower nor any of Holdings (prior to a Qualified IPO), the U.S. Borrower, the its Subsidiaries or nor any of their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, material real property nor is the Borrower or is any of its Subsidiaries in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) the Borrower and each of its Subsidiaries holds all permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable law, rule or regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to 3.09, as of the November 2006 Credit Agreement, 2016 Restatement Date there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any BorrowerLoan Party, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower Loan Party or any of its subsidiaries Subsidiaries or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination is reasonably probable and whichthat, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or to result in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None Since the 2016 Restatement Date, there has been no change in the status of Holdings the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (prior to a Qualified IPO), the U.S. Borrower, the c) No Loan Party or any of its Subsidiaries or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, buildingzoning and building law, ordinance, code or approval approval, or any building permitpermits, but excluding any Environmental Laws, which are covered by Section 3.16Law and any Environmental Permits) or any restriction restrictions of record or agreement IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy (or the functional equivalent thereof) and permits are in effect for each Mortgaged Property as currently constructed or the improvements located on each such Mortgaged Property or the use thereof constitutes legal non-conforming structures or uses except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Restatement Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit AgreementDate, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Restatement Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Restatement Transactions. On the Amendment Effective Date and on As of the date of any Borrowing after the November 2006 Amendment Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (ai) As Except as disclosed in Section 3.02(g)(i) of the November 2006 Amendment Effective Date except Parent Disclosure Schedule or in the Parent SEC Documents, as set forth on Schedule 3.09 to of the November 2006 Credit Agreementdate hereof, there are is (1) no actionssuit, suits action, arbitration or proceedings at law or in equity orproceeding pending, and (2) to the knowledge of any BorrowerParent, investigations by no suit, action, arbitration or on behalf of any Governmental Authority proceeding threatened against or in arbitration now investigation pending, or, in each case with respect to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower Parent or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to havethat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to Parent or prevent or materially adversely affect delay the Transactions. On ability of Parent and Sub to consummate the Amendment Effective Date transactions contemplated by this Agreement or to perform their obligations hereunder and on under the date of Stock Option Agreement nor is there any Borrowing after the November 2006 Amendment Effective Datejudgment, there are no actionsdecree, suits citation, injunction, rule or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf order of any Governmental Authority Entity or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing arbitrator outstanding against or affecting Holdings (prior to a Qualified IPO) or any Borrower Parent or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries has or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to havehave a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. To the knowledge of Parent, except as disclosed in Section 3.02(g)(i) of the Parent Disclosure Schedule or in any SEC Document filed by Parent prior to the date of this Agreement with respect to any period ending, or date occurring, after December 31, 1997, as of the date hereof there is no reasonable basis for any action, suit, arbitration or proceeding that, individually or in the aggregate, could reasonable be expected to have a Material Adverse EffectEffect with respect to Parent or prevent or materially delay the ability of Parent or Sub to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform their obligations hereunder or thereunder. (ii) Except as disclosed in Section 3.02(g)(ii) of the Parent Disclosure Schedule, the businesses of Parent and its subsidiaries are not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity, except for possible violations which, individually or in the aggregate, do not and could not reasonably be expected to have a Material Adverse Effect with respect to Parent.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or in arbitration or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Restricted Subsidiaries or any business, property or rights of any such person as Person (i) that involve any Loan Document or the Financing Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date of any Borrowing after the Effective Date, there are no actions, suits or proceedings at law or in equity or in arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries or any business, property or rights of any such Person which an adverse determination is reasonably probable and which, if adversely determined, could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Restricted Subsidiaries or their respective properties or assets is in violation of (nor nor, to the knowledge of the Borrower, will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation Requirement of Law (including any zoning, building, ordinance, code or approval or any building permit) or, but excluding any Environmental Lawsafter the Mortgage Springing Date, which are covered by Section 3.16) or any restriction on recordation of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in any such case where such violation or default could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a%3) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to 3.09, as of the November 2006 Credit Agreement, 2016 Restatement Date there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any BorrowerLoan Party, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower Loan Party or any of its subsidiaries Subsidiaries or any business, property or rights of any such person Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination is reasonably probable and whichthat, if adversely determined, could reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect or materially adversely affect Effect. (a) Since the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective 2016 Restatement Date, there are has been no actions, suits or proceedings at law or change in equity or, to the knowledge status of any Borrower, investigations by or the matters disclosed on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to haveSchedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (b) None No Loan Party or any of Holdings (prior to a Qualified IPO), the U.S. Borrower, the its Subsidiaries or any of their respective material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any law, rule or regulation (including any zoning, buildingzoning and building law, ordinance, code or approval approval, or any building permitpermits, but excluding any Environmental Laws, which are covered by Section 3.16Law and any Environmental Permits) or any restriction restrictions of record or agreement agreements affecting any the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (c) Certificates of occupancy (or the functional equivalent thereof) and permits are in effect for each Mortgaged Property as currently constructed or the improvements located on each such Mortgaged Property or the use thereof constitutes legal non-conforming structures or uses except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit AgreementClosing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document, any Transaction Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on As of the date of any Borrowing after the November 2006 Amendment Effective Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO)Holdings, the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment and Restatement Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing (other than any Borrowing of Tranche C-1 Delayed Draw Term Loans) after the November 2006 Amendment and Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Restatement Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None Except as set forth on Schedule 3.09, none of Holdings (prior to a Qualified IPO), the U.S. Borrower, the its Subsidiaries or and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except Except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.08(a), there are no actions, suits suits, investigations or proceedings at law or in equity or, to the knowledge of any Borrower, investigations or by or on behalf of any Governmental Authority or in arbitration now pendingpending against, or, to the knowledge of the Company or any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or affecting, any of the Company and its subsidiaries Wholly Owned Subsidiaries or any business, property or rights of any such person Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, individually could reasonably be expected to havehave a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, a Material Adverse Effect or to materially adversely affect the Transactions. On . (a) Except as set forth in Schedule 3.08(b), none of the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower Borrowers or any of its subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable their Wholly Owned Subsidiaries and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged PropertyReal Property that is part of the Collateral, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) To the extent applicable, all the legal requirements of the Luxembourg law dated 31 May 1999, as amended, regarding the domiciliation of companies have been complied with by the Company, Holdco and the Initial Borrower and any other Borrower or Guarantor incorporated or existing under the laws of Luxembourg, except where failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) To the best of the Company’s knowledge, the Company and each of its Subsidiaries is in compliance with the Foreign Corrupt Practices Act (United States of America), the Corruption of Foreign Public Officials Act (Canada), United Nations Act (Canada), Export and Import Permits Act (Canada), Customs Act (Canada), regulations and orders made under any of the foregoing statutes and any other export controls or sanctions administered or enforced by the Government of United States of America, the Government of Canada, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority or any analogous laws, for greater certainty, excluding the Special Economic Measures Act (Canada) (collectively, the “Sanctions”), in each case to the extent applicable, where failure to comply would have a Material Adverse Effect or could materially prejudice the Lenders or their reputations. (d) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries is an individual or entity that is, or is owned or controlled by, a person that is (i) the subject of any Sanctions (as defined in paragraph (a) above); or (ii) located, organised or resident in Cuba, Iran, North Korea, Sudan or Syria. Each member of the Group has terminated any and all business activities, direct or indirect, with or in any country or territory listed in the preceding sentence. (e) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage, where such offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value would be reasonably likely to have a Material Adverse Effect or could materially prejudice the Lenders or their reputations.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or in arbitration or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Restricted Subsidiaries or any business, property or rights of any such person as Person (i) that involve any Loan Document or the Financing Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date of any Borrowing after the Effective Date, there are no actions, suits or proceedings at law or in equity or in arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries or any business, property or rights of any such Person which an adverse determination is reasonably probable and which, if adversely determined, could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. Borrower, the Restricted Subsidiaries or their respective properties or assets is in violation of (nor nor, to the knowledge of the Borrower, will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation Requirement of Law (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in any such case where such violation or default could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) As of the November 2006 Amendment Restatement Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement3.09, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person (i) that involve any Second Lien Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any the Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any the Borrower or any of its subsidiaries Subsidiaries or any business, property or rights of any such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None Except as set forth on Schedule 3.09, none of Holdings (prior to a Qualified IPO), the U.S. Borrower, the its Subsidiaries or and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.