AND FOREIGN LAWS, ORDINANCES, REGULATIONS AND ORDERS WITH
RESPECT TO THE WAGES, HOURS AND WORKING CONDITIONS OF ITS RESPECTIVE EMPLOYEES.
(F)
EXCEPT AS SET FORTH IN APPLICABLE FILINGS WITH THE SEC OR AS
OTHERWISE DISCLOSED TO LENDER, 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 OWING TO ANY
EMPLOYEE OF BORROWER.
(D)
BORROWER HAS NEVER BEEN A MEMBER OF AN AFFILIATED GROUP WITHIN THE
MEANING OF SECTION 1504 OF THE CODE, OR FILED OR BEEN INCLUDED IN A COMBINED,
CONSOLIDATED OR UNITARY RETURN OTHER THAN AN AFFILIATED GROUP (AND RELATED
RETURN) IN WHICH BORROWER IS THE COMMON PARENT.
(E)
BORROWER IS NOT LIABLE FOR TAXES OF ANY OTHER PERSON (OTHER THAN
ITS SUBSIDIARIES), AND BORROWER IS NOT UNDER ANY CONTRACTUAL OBLIGATION TO
INDEMNIFY ANY PERSON WITH RESPECT TO TAXES, NOR A PARTY TO ANY TAX SHARING
AGREEMENT OR OTHER AGREEMENT PROVIDING FOR PAYMENTS BY BORROWER WITH RESPECT TO
TAXES.
(F)
BORROWER IS NOT A PARTY TO ANY JOINT VENTURE, PARTNERSHIP OR
OTHER ARRANGEMENT OR CONTRACT THAT COULD BE TREATED AS A PARTNERSHIP FOR FEDERAL
INCOME TAX PURPOSES.
15
4.17.
Books and Records.
The books and records of Borrower, including with
respect to operations, employees and properties, have been maintained in the
usual, regular and ordinary manner, all entries with respect thereto have been
accurately made, and all transactions have