THEIR RESPECTIVE PROPERTIES OR REVENUES (A) WITH RESPECT TO
ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, OR (B) THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
5.10.
FEDERAL REGULATIONS.
NEITHER THE BORROWERS NOR ANY OF THEIR
SUBSIDIARIES ARE GENERALLY ENGAGED IN THE BUSINESS OF PURCHASING OR SELLING ANY
"MARGIN STOCK" OR EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING
"MARGIN STOCK", WITHIN THE RESPECTIVE MEANINGS OF EACH OF THE QUOTED TERMS UNDER
REGULATION U, AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY
PURPOSE THAT VIOLATES THE PROVISIONS OF THE REGULATIONS OF THE BOARD.
IF
REQUESTED BY ANY LENDER OR THE ADMINISTRATIVE AGENT, THE BORROWERS WILL FURNISH
TO THE ADMINISTRATIVE 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.
5.11.
LABOR.
EXCEPT AS, IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EACH BORROWER IS NOT AWARE OF
(A) ANY STRIKES OR OTHER LABOR DISPUTES AGAINST ANY BORROWER PENDING OR, TO THE
KNOWLEDGE OF ANY BORROWER, THREATENED; (B) ANY VIOLATION OF THE FAIR LABOR
STANDARDS ACT OR ANY OTHER APPLICABLE REQUIREMENT OF LAW WITH RESPECT TO HOURS
WORKED BY AND PAYMENT MADE TO EMPLOYEES BY EACH BORROWER; AND (C) ANY
NON-PAYMENTS THAT ARE DUE OR NON-ACCRUAL AS A LIABILITY ON THE BOOKS OF THE
RELEVANT BORROWER ON ACCOUNT OF EMPLOYEE HEALTH AND WELFARE INSURANCE.
5.12.
SUBSIDIARIES.
EXCEPT AS DISCLOSED TO THE ADMINISTRATIVE AGENT BY
THE BORROWERS IN WRITING FROM TIME TO TIME AFTER THE CLOSING DATE,
(A) SCHEDULE 5.12(A) SETS FORTH THE NAME AND JURISDICTION OF INCORPORATION OF
EACH SUBSIDIARY AND, AS TO EACH SUCH SUBSIDIARY, THE PERCENTAGE OF EACH CLASS OF
CAPITAL STOCK OWNED BY ANY LOAN PARTY AND (B) THERE ARE NO OUTSTANDING
SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS, RIGHTS OR OTHER AGREEMENTS OR
COMMITMENTS (OTHER THAN STOCK OPTIONS GRANTED TO EMPLOYEES, DIRECTORS OR OTHER
PERSONS AND DIRECTORS' QUALIFYING SHARES) OF ANY NATURE RELATING TO ANY CAPITAL
STOCK OF THE BORROWERS (OTHER THAN TMP) OR ANY SUBSIDIARY, EXCEPT AS CREATED BY
THE LOAN DOCUMENTS OR, AS OF THE CLOSING DATE, EXCEPT AS DISCLOSED ON
SCHEDULE 5.12(B).
5.13.
MATERIAL CONTRACTS.
(A)
AS OF THE CLOSING DATE, (I) EACH MATERIAL
CONTRACT IS IN FULL FORCE AND EFFECT AND IS A LEGAL, VALID AND BINDING
OBLIGATION OF EACH PARTY THERETO
49
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE ENFORCEABILITY THEREOF
MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, BY
GENERAL EQUITABLE PRINCIPLES (WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN
EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, AND
(II) NO BORROWER IS IN DEFAULT OF ANY MATERIAL PROVISION OF ANY MATERIAL
CONTRACT.
(B)
TO THE KNOWLEDGE OF THE BORROWERS, (I) THERE HAS BEEN NO DEFAULT,
BREACH OR OTHER VIOLATION OF ANY MATERIAL