POSSIBLE
VIOLATION OF ANY LAW.
5.8
EMPLOYEE MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 5.8,
(A) NEITHER HOLDINGS NOR ANY DOMESTIC SUBSIDIARY NOR ANY OF THEIR RESPECTIVE
EMPLOYEES IS SUBJECT TO ANY COLLECTIVE BARGAINING AGREEMENT, (B) NO PETITION FOR
CERTIFICATION OR UNION ELECTION IS PENDING WITH RESPECT TO THE EMPLOYEES OF
HOLDINGS OR ANY DOMESTIC SUBSIDIARY AND NO UNION OR COLLECTIVE BARGAINING UNIT
HAS SOUGHT SUCH CERTIFICATION OR RECOGNITION WITH RESPECT TO THE EMPLOYEES OF
HOLDINGS OR ANY DOMESTIC SUBSIDIARY, (C) THERE ARE NO STRIKES, SLOWDOWNS, WORK
STOPPAGES OR CONTROVERSIES PENDING OR, TO THE KNOWLEDGE OF ANY RESPONSIBLE
OFFICER OF HOLDINGS OR BORROWER AFTER DUE INQUIRY, THREATENED BETWEEN HOLDINGS
OR ANY OTHER CREDIT PARTY AND ITS RESPECTIVE EMPLOYEES, OTHER THAN EMPLOYEE
GRIEVANCES 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 OF HOLDINGS
AND ITS DOMESTIC SUBSIDIARIES COMPLY IN ALL MATERIAL RESPECTS WITH THE FAIR
LABOR STANDARDS ACT AND EACH OTHER FEDERAL, STATE, LOCAL OR FOREIGN LAW
APPLICABLE TO SUCH MATTERS.
5.9
SOLVENCY.
HOLDINGS AND ITS SUBSIDIARIES WHEN TAKEN AS A WHOLE ARE
SOLVENT.
5.10
LITIGATION; ADVERSE FACTS.
EXCEPT AS SET FORTH ON SCHEDULE 5.10,
THERE ARE NO JUDGMENTS OUTSTANDING AGAINST HOLDINGS OR ANY OF ITS SUBSIDIARIES
OR AFFECTING ANY PROPERTY OF HOLDINGS OR ANY OF ITS SUBSIDIARIES, NOR IS THERE
ANY SIGNIFICANT LITIGATION PENDING, OR TO THE KNOWLEDGE OF ANY RESPONSIBLE
OFFICER OF HOLDINGS OR BORROWER THREATENED, AGAINST HOLDINGS OR ANY OF ITS
SUBSIDIARIES.
NONE OF SUCH OUTSTANDING JUDGMENTS OR PENDING OR THREATENED
LITIGATION COULD REASONABLY BE EXPECTED TO RESULT IN A 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" WHICH WOULD RESULT IN ANY LOAN BEING "DIRECTLY OR
INDIRECTLY SECURED" BY SUCH 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, HOLDINGS AND BORROWER WILL, AND
WILL CAUSE EACH OF BORROWER'S SUBSIDIARIES TO, 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 U-1, AS APPLICABLE, REFERRED TO IN REGULATION U.
(B)
BORROWER SHALL UTILIZE THE PROCEEDS OF THE LOANS (OTHER THAN SUCH
PROCEEDS REPRESENTING TERM LOANS UNDER THE EXISTING CREDIT AGREEMENT THAT ARE
EXCHANGED FOR TERM LOANS HEREUNDER PURSUANT TO SECTION 1.1(A)(I)) SOLELY TO
FINANCE A DIVIDEND TO HOLDINGS TO FUND THE SHARE REPURCHASE (AND TO PAY ANY
RELATED TRANSACTION EXPENSES), AND FOR THE FINANCING OF BORROWER'S ORDINARY
WORKING CAPITAL AND GENERAL CORPORATE NEEDS. SCHEDULE 5.11 CONTAINS A
DESCRIPTION OF BORROWER'S SOURCES AND USES OF FUNDS AS