TAX, THAT ANY SUCH PLAN IS OR HAS BEEN FUNDED AT A RATE LESS THAN THAT REQUIRED
UNDER SECTION 412 OF THE CODE, THAT ANY SUCH PLAN IS OR COULD REASONABLY BE
EXPECTED TO BE TERMINATED, OR THAT ANY SUCH PLAN IS OR COULD REASONABLY BE
EXPECTED TO BECOME INSOLVENT.
4.15
BROKERS.
EXCEPT AS SET FORTH ON SCHEDULE 4.15,
AND EXCEPT FOR FEES PAYABLE TO ANY PURCHASER, NO BROKER, FINDER OR OTHER
INTERMEDIARY HAS BROUGHT ABOUT THE OBTAINING, MAKING OR CLOSING OF THE
TRANSACTIONS CONTEMPLATED BY THE OPERATIVE DOCUMENTS, AND NO NOTE PARTY HAS OR
WILL HAVE ANY OBLIGATION TO ANY PERSON IN RESPECT OF ANY FINDER'S OR BROKERAGE
FEES IN CONNECTION HEREWITH OR THEREWITH.
4.16
RELATED TRANSACTIONS.
THE TRANSACTIONS
CONTEMPLATED BY THE SENIOR FINANCING DOCUMENTS TO BE CONSUMMATED ON OR PRIOR TO
THE DATE HEREOF HAVE BEEN SO CONSUMMATED (INCLUDING WITHOUT LIMITATION THE
DISBURSEMENT AND TRANSFER OF ALL FUNDS IN CONNECTION THEREWITH) IN ALL MATERIAL
RESPECTS PURSUANT TO THE PROVISIONS OF THE APPLICABLE OPERATIVE DOCUMENTS, TRUE
AND COMPLETE COPIES OF WHICH HAVE BEEN DELIVERED TO EACH PURCHASER, AND IN
COMPLIANCE WITH ALL APPLICABLE LAW.
4.17
MATERIAL CONTRACTS.
EXCEPT FOR THE OPERATIVE
DOCUMENTS AND THE OTHER AGREEMENTS SET FORTH ON SCHEDULE 4.17 (COLLECTIVELY WITH
THE OPERATIVE DOCUMENTS, THE "MATERIAL CONTRACTS"), AS OF THE CLOSING DATE THERE
ARE NO (I) EMPLOYMENT AGREEMENTS COVERING THE MANAGEMENT OF ANY NOTE PARTY,
(II) COLLECTIVE BARGAINING AGREEMENTS OR OTHER LABOR AGREEMENTS COVERING ANY
EMPLOYEES OF ANY NOTE PARTY, (III) AGREEMENTS FOR MANAGERIAL, CONSULTING OR
SIMILAR SERVICES TO WHICH ANY NOTE PARTY IS A PARTY OR BY WHICH IT IS BOUND,
(IV) AGREEMENTS REGARDING ANY NOTE PARTY, ITS ASSETS OR OPERATIONS OR ANY
INVESTMENT THEREIN TO WHICH ANY OF ITS EQUITYHOLDERS IS A PARTY OR BY WHICH IT
IS BOUND, (V) REAL ESTATE LEASES, INTELLECTUAL PROPERTY LICENSES OR OTHER LEASE
OR LICENSE AGREEMENTS TO WHICH ANY NOTE PARTY IS A PARTY, EITHER AS LESSOR OR
LESSEE, OR AS LICENSOR OR LICENSEE, OR (VI) CUSTOMER, DISTRIBUTION, MARKETING OR
SUPPLY AGREEMENTS TO WHICH ANY NOTE PARTY IS A PARTY, IN EACH CASE WITH RESPECT
TO THE PRECEDING CLAUSES (I), (III), (IV), (V) AND (VI) REQUIRING PAYMENT BY OR
TO ANY NOTE PARTY OF MORE THAN $750,000 IN ANY YEAR, (VII) PARTNERSHIP
AGREEMENTS TO WHICH ANY NOTE PARTY IS A GENERAL PARTNER OR JOINT VENTURE
11
AGREEMENTS TO WHICH ANY NOTE PARTY IS A PARTY OR (VIII) ANY OTHER AGREEMENTS OR
INSTRUMENTS TO WHICH ANY NOTE PARTY IS A PARTY, AND THE BREACH, NONPERFORMANCE
OR CANCELLATION OF WHICH, OR THE FAILURE OF WHICH TO RENEW, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SCHEDULE 4.17 SETS FORTH, WITH
RESPECT TO EACH REAL ESTATE LEASE AGREEMENT TO WHICH ANY NOTE PARTY IS A PARTY
AS OF THE CLOSING DATE, THE ADDRESS OF THE SUBJECT PROPERTY AND THE ANNUAL
RENTAL (OR, WHERE APPLICABLE, A GENERAL DESCRIPTION OF THE METHOD OF COMPUTING
THE ANNUAL RENTAL).
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE
SUBORDINATED NOTE DOCUMENTS AND THE OTHER