OCCURRENCES BY BORROWER, AS WELL AS A SUMMARY OF
THE TERMS OF SUCH INSURANCE.
ALL OF
35
SUCH POLICIES ARE IN FULL FORCE AND EFFECT AND PROVIDE COVERAGE OF SUCH RISKS
AND FOR SUCH AMOUNTS AS IS CUSTOMARILY MAINTAINED FOR BUSINESSES OF THE SCOPE
AND SIZE OF BORROWER.
4.21
SCHEDULE OF DEPOSIT ACCOUNTS.
SCHEDULE 4.21 LISTS ALL BANKS AND
OTHER FINANCIAL INSTITUTIONS AT WHICH BORROWER MAINTAINS OR WILL MAINTAIN
DEPOSIT AND/OR OTHER ACCOUNTS, AND SUCH EXHIBIT CORRECTLY IDENTIFIES THE NAME
AND ADDRESS OF EACH DEPOSITORY, THE NAME IN WHICH THE ACCOUNT IS HELD, THE
PURPOSE OF THE ACCOUNT, AND THE COMPLETE ACCOUNT NUMBER.
4.22
LABOR MATTERS.
THERE ARE NO LABOR DISPUTES AGAINST BORROWER
PENDING OR, TO BORROWER'S KNOWLEDGE, OVERTLY THREATENED, THAT COULD REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
HOURS WORKED BY AND PAYMENT
MADE TO THE EMPLOYEES OF BORROWER HAVE NOT BEEN IN VIOLATION OF THE FAIR LABOR
STANDARDS ACT OR ANY OTHER APPLICABLE LAW DEALING WITH SUCH MATTERS, WHICH
VIOLATION COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
ALL PAYMENTS DUE FROM BORROWER ON ACCOUNT OF EMPLOYEE HEALTH AND WELFARE
INSURANCE WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
CHANGE IF NOT PAID WILL BE PAID OR, IF NOT DUE, WILL BE ACCRUED AS A LIABILITY
ON THE BOOKS OF BORROWER.
4.23
EMPLOYMENT AND LABOR AGREEMENTS.
EXCEPT AS LISTED IN SCHEDULE
4.23, THERE ARE NO EMPLOYMENT AGREEMENTS AND NO AGREEMENTS FOR THE PAYMENT OF
DEFERRED COMPENSATION, SEVERANCE, OR CHANGE IN CONTROL PAY COVERING THE OFFICERS
AND MANAGERS OF BORROWER, AND THERE ARE NO COLLECTIVE BARGAINING AGREEMENTS OR
OTHER LABOR AGREEMENTS COVERING ANY EMPLOYEES OF BORROWER.
A TRUE AND COMPLETE
COPY OF EACH SUCH AGREEMENT HAS BEEN FURNISHED TO LENDER.
4.24
SOLVENT FINANCIAL CONDITION.
BORROWER IS NOW AND, IMMEDIATELY
AFTER GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE
ASSET PURCHASE DOCUMENTS AND THE ADVANCES TO BE MADE HEREUNDER, WILL BE,
SOLVENT.
4.25
BROKERS.
THERE ARE NO CLAIMS FOR BROKERAGE COMMISSIONS, FINDER'S
FEES OR INVESTMENT BANKING FEES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
BORROWER AGREES TO INDEMNIFY, DEFEND, AND HOLD LENDER
HARMLESS FROM AND AGAINST ANY CLAIM OF ANY BROKER OR FINDER ARISING OUT OF
BORROWER'S OBTAINING FINANCING FROM LENDER UNDER THIS AGREEMENT.
4.26
TRUE SALES OF NOTES RECEIVABLE.
BORROWER NOW INTENDS AND AT ALL
TIMES WILL INTEND THAT ITS TRANSFERS OF SOLD NOTES RECEIVABLE, SECURITIZATION
NOTES RECEIVABLE, AND PARTICIPATED NOTES RECEIVABLE TO THE PURCHASERS THEREOF
CONSTITUTE TRUE SALES AND NOT FINANCING DEVICES, EXCEPT AS OTHERWISE DISCLOSED
TO AND CONSENTED TO BY LENDER AND SBA.
THE FOREGOING SHALL NOT PRECLUDE
BORROWER FROM ADOPTING ANY CONTRARY POSITION FOR TAX OR ACCOUNTING PURPOSES TO
THE EXTENT PERMITTED BY GAAP AND APPLICABLE LAW.
4.27
NO MATERIAL INTELLECTUAL PROPERTY.
BORROWER DOES NOT HOLD OR OWN,
OR EMPLOY IN ITS BUSINESS OPERATIONS, ANY MATERIAL RIGHTS IN, TO, OR UNDER
COPYRIGHTS, COPYRIGHT LICENSES, PATENTS, PATENT LICENSES, TRADEMARKS, TRADEMARK
LICENSES, OR TRADENAMES (COLLECTIVELY, "INTELLECTUAL PROPERTY"), EXCEPT AS SET
FORTH ON SCHEDULE