ARISING IN THE ORDINARY COURSE OF BUSINESS WHICH COULD NOT REASONABLY BE
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT AND (D) HOURS WORKED BY AND PAYMENT MADE TO EMPLOYEES OF EACH CREDIT
PARTY AND EACH OF THEIR SUBSIDIARIES COMPLY WITH THE FAIR LABOR STANDARDS ACT TO
THE EXTENT APPLICABLE, AND EACH OTHER MATERIAL FEDERAL, STATE, LOCAL OR FOREIGN
LAW APPLICABLE TO SUCH MATTERS.
AS OF THE CLOSING DATE, EXCEPT AS SET FORTH ON
SCHEDULE 5.8, NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES IS PARTY TO AN
EMPLOYMENT CONTRACT.
5.9
SOLVENCY.
EACH OF THE CREDIT PARTIES AND
ITS SUBSIDIARIES IS SOLVENT.
5.10
LITIGATION; ADVERSE FACTS.
AS OF THE CLOSING
DATE, EXCEPT AS SET FORTH ON SCHEDULE 5.10, THERE ARE NO JUDGMENTS OUTSTANDING
AGAINST ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES OR AFFECTING ANY PROPERTY OF
ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES, NOR IS THERE ANY LITIGATION
PENDING, OR TO THE BEST KNOWLEDGE OF ANY CREDIT PARTY THREATENED, AGAINST ANY
CREDIT PARTY OR ANY OF ITS SUBSIDIARIES WHICH COULD REASONABLY BE EXPECTED TO
RESULT IN ANY MATERIAL ADVERSE EFFECT.
5.11
USE OF PROCEEDS; MARGIN REGULATIONS.
(A)
NO PART OF THE PROCEEDS OF ANY LOAN WILL BE
USED FOR "BUYING" OR "CARRYING" "MARGIN STOCK" WITHIN THE RESPECTIVE MEANINGS OF
SUCH TERMS UNDER REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY OTHER PURPOSE
THAT VIOLATES THE PROVISIONS OF THE REGULATIONS OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM.
IF REQUESTED BY AGENT, EACH CREDIT PARTY WILL FURNISH
TO AGENT AND EACH LENDER A STATEMENT TO THE FOREGOING EFFECT IN CONFORMITY WITH
THE REQUIREMENTS OF FR FORM G-3 OR FR FORM 0-1, AS APPLICABLE, REFERRED TO IN
REGULATION U.
(B)
BORROWER SHALL UTILIZE THE PROCEEDS OF THE
LOANS SOLELY FOR THE REFINANCING (AND TO PAY ANY RELATED TRANSACTION EXPENSES),
AND FOR THE FINANCING OF BORROWER'S AND ITS SUBSIDIARIES' ORDINARY WORKING
CAPITAL AND GENERAL CORPORATE NEEDS.
SCHEDULE 5.11 CONTAINS A DESCRIPTION OF
BORROWER'S SOURCES AND USES OF FUNDS AS OF THE CLOSING DATE, INCLUDING LOANS AND
LETTER OF CREDIT OBLIGATIONS TO BE MADE OR INCURRED ON THAT DATE, AND A FUNDS
FLOW MEMORANDUM DETAILING HOW FUNDS FROM EACH SOURCE ARE TO BE TRANSFERRED FOR
PARTICULAR USES.
5.12
OWNERSHIP OF REAL PROPERTY; LIENS.
AS OF THE
CLOSING DATE, THE REAL ESTATE ("REAL ESTATE") LISTED IN SCHEDULE 5.12
CONSTITUTES ALL OF THE REAL PROPERTY OWNED, LEASED, SUBLEASED, OR USED BY ANY
CREDIT PARTY OR ANY OF ITS SUBSIDIARIES.
AS OF THE CLOSING DATE, EACH OF THE
CREDIT PARTIES AND EACH OF ITS SUBSIDIARIES OWNS GOOD AND MARKETABLE FEE SIMPLE
TITLE TO ALL OF ITS MATERIAL OWNED REAL ESTATE, AND VALID AND MARKETABLE
LEASEHOLD INTERESTS IN ALL OF ITS LEASED REAL ESTATE, ALL AS DESCRIBED ON
SCHEDULE 5.12, AND COPIES OF ALL SUCH LEASES OR A SUMMARY OF TERMS THEREOF AS IN
EFFECT ON THE CLOSING DATE REASONABLY SATISFACTORY TO AGENT