COLLECTIVE BARGAINING AGREEMENT
OR UNION CONTRACT BINDING ON BORROWER, THERE HAS NOT BEEN ANY UNION ORGANIZING
ACTIVITY WITH RESPECT TO BORROWER, AND NO UNION VOTE IS PENDING WITH RESPECT TO
BORROWER.
(D)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT AND EXCEPT AS SET FORTH IN SCHEDULE 4.14, (I) THERE ARE NO UNFAIR
LABOR PRACTICE CHARGES OR COMPLAINTS, MINIMUM WAGE OR OVERTIME OR EQUAL PAY
CHARGES OR COMPLAINTS, OCCUPATIONAL SAFETY AND HEALTH CHARGES OR COMPLAINTS,
WRONGFUL DISCHARGE CHARGES OR COMPLAINTS, EMPLOYEE GRIEVANCES, DISCRIMINATION
CLAIMS OR WORKERS' COMPENSATION CLAIMS PENDING OR, TO THE KNOWLEDGE OF BORROWER,
THREATENED AGAINST EITHER OF THEM BEFORE ANY GOVERNMENTAL AUTHORITY, AND
(II) NEITHER BORROWER NOR ANY OF ITS SENIOR OFFICERS HAS RECEIVED NOTICE FROM
ANY GOVERNMENTAL AUTHORITY OF ANY ALLEGED VIOLATION OF APPLICABLE LAW THAT
REMAINS UNRESOLVED RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND
CONDITIONS OF EMPLOYMENT, OR WAGE AND HOURS.
(E)
BORROWER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL
FEDERAL, STATE, LOCAL AND FOREIGN LAWS, ORDINANCES, REGULATIONS AND ORDERS WITH
RESPECT TO THE WAGES, HOURS AND WORKING CONDITIONS OF ITS RESPECTIVE EMPLOYEES.
15
(F)
EXCEPT (I) AS SET FORTH IN APPLICABLE FILINGS WITH THE SEC,
(II) AS OTHERWISE DISCLOSED TO LENDER OR (III) AS SET FORTH IN SCHEDULE 4.14, AS
OF THE DATE HEREOF, NONE OF BORROWER'S EXECUTIVE OFFICERS HAS AN EMPLOYMENT OR
SEVERANCE AGREEMENT WITH BORROWER, OR ANY OTHER AGREEMENT THAT PROVIDES FOR
SEVERANCE PAYMENTS IN EXCESS OF $250,000 OR OTHER OBLIGATIONS MATERIAL TO THE
BORROWER AND ITS SUBSIDIARIES TAKEN AS A WHOLE, UPON TERMINATION OF EMPLOYMENT.
4.15.
BROKERS AND FINDERS.
NEITHER BORROWER, NOR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, HAS EMPLOYED ANY BROKER,
INVESTMENT BANK, FINANCIAL ADVISOR OR FINDER IN CONNECTION WITH THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
4.16.
TAX MATTERS.
OTHER THAN WITH RESPECT TO TAXES BEING CONTESTED IN GOOD
FAITH AS PERMITTED UNDER THIS AGREEMENT, BORROWER HAS TIMELY FILED ALL
RESPECTIVE FEDERAL, STATE, LOCAL AND FOREIGN TAX RETURNS, DECLARATIONS OF
ESTIMATED TAX, TAX REPORTS, INFORMATION RETURNS AND STATEMENTS (COLLECTIVELY,
THE "RETURNS") REQUIRED TO BE FILED BY IT PRIOR TO THE DATE HEREOF (OTHER THAN
THOSE FOR WHICH EXTENSIONS SHALL HAVE BEEN GRANTED PRIOR TO THE DATE HEREOF)
RELATING TO (I) ANY FEDERAL TAXES AND (II) ANY OTHER TAXES IN ANY MATERIAL
AMOUNT.
THE RETURNS WERE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND ALL
TAXES SHOWN ON THE RETURNS TO BE DUE WERE TIMELY PAID.
(A)
AS OF THE DATE HEREOF, THERE ARE NO PENDING OR, TO THE BEST OF
BORROWER'S KNOWLEDGE, ANY THREATENED TAX AUDITS OF ANY RETURNS.
(B)
NO TAX ENCUMBRANCES (OTHER THAN FOR CURRENT TAXES NOT YET DUE AND
PAYABLE AND TAXES BEING CONTESTED IN GOOD FAITH) HAVE BEEN FILED AND NO
DEFICIENCY IN TAX HAS BEEN PROPOSED, ASSESSED OR ASSERTED IN WRITING AGAINST
BORROWER.
(C)
BORROWER HAS TIMELY WITHHELD AND PAID ALL TAXES REQUIRED TO HAVE
BEEN WITHHELD AND PAID BY IT IN CONNECTION WITH ANY AMOUNTS PAID OR