FORCE AND EFFECT, EXCEPT WHERE THE
FAILURE TO OBTAIN, OR TO BE IN COMPLIANCE WITH, SUCH LICENSES AND PERMITS OR
HAVE IN FULL FORCE AND EFFECT IS NOT REASONABLY LIKELY, INDIVIDUALLY OR IN THE
AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT.
4.14.
EMPLOYEES AND LABOR MATTERS.
(A)
TO BORROWER'S KNOWLEDGE, NONE OF BORROWER'S
EMPLOYEES IS BOUND BY ANY AGREEMENT WITH ANY OTHER PERSON THAT IS VIOLATED OR
BREACHED BY SUCH EMPLOYEE PERFORMING THE SERVICES HE OR SHE IS CURRENTLY
PERFORMING FOR BORROWER.
(B)
BORROWER IS NOT DELINQUENT (I) IN ANY
PAYMENTS TO ANY OF ITS RESPECTIVE EMPLOYEES OR OTHER PERSONNEL FOR ANY WAGES,
SALARIES, COMMISSIONS, BONUSES OR OTHER DIRECT COMPENSATION, OR (II) IN ANY
MATERIAL RESPECT, IN ANY PAYMENTS TO CONSULTANTS, INDEPENDENT CONTRACTORS'
AGENTS, OR REPRESENTATIVES, FOR ANY SERVICES PERFORMED BY THEM IN ANY CAPACITY,
IN EACH CASE, TO THE DATE HEREOF OR FOR AMOUNTS REQUIRED TO BE REIMBURSED TO ANY
SUCH PERSON TO THE DATE HEREOF.
(C)
AS OF THE DATE HEREOF, THERE IS NO
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, (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.
(F)
EXCEPT AS SET FORTH IN APPLICABLE FILINGS
WITH THE SEC OR AS OTHERWISE DISCLOSED TO LENDER (OR AS WILL BE DISCLOSED BY
LENDER NOT LATER THAN APRIL 5, 2007), 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 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.
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