LAW), STATUTES, CODES, ORDINANCES, RULES,
REGULATIONS, AND ORDERS OF GOVERNMENTAL AUTHORITIES APPLICABLE TO OR AFFECTING
THEM OR THEIR ASSETS OR BUSINESSES, INCLUDING, WITHOUT LIMITATION, ERISA AND
ENVIRONMENTAL LAWS (COLLECTIVELY, "LAWS"), EXCEPT FOR SUCH NON-COMPLIANCE WHICH
IS NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER BORROWER,
NOR ANY OF ITS SENIOR OFFICERS, HAS RECEIVED NOTICE OF ANY VIOLATION (OR ANY
INVESTIGATION, INSPECTION, AUDIT, OR OTHER PROCEEDING BY ANY GOVERNMENTAL
AUTHORITY INVOLVING AN ALLEGATION OF ANY VIOLATION) OF ANY LAW BY OR AFFECTING
BORROWER, AND TO THE KNOWLEDGE OF BORROWER, NO INVESTIGATION, INSPECTION, AUDIT,
OR OTHER PROCEEDING BY ANY GOVERNMENTAL AUTHORITY INVOLVING AN ALLEGATION OF
VIOLATION OF ANY LAW IS THREATENED.
(B)
BORROWER HAS OBTAINED ALL OF THE REGISTRATIONS, APPLICATIONS,
FILINGS, CERTIFICATIONS, NOTICES, ORDERS, LICENSES, PERMITS, APPROVALS,
CONSENTS, QUALIFICATIONS, AUTHORIZATIONS AND WAIVERS OF ANY GOVERNMENTAL
AUTHORITY ("LICENSES AND PERMITS") NECESSARY TO CONDUCT ITS RESPECTIVE BUSINESS
AS IT IS PRESENTLY BEING CONDUCTED AND HAS BEEN CONDUCTED AND IS IN COMPLIANCE
WITH ALL SUCH LICENSES AND PERMITS, AND SUCH LICENSES AND PERMITS ARE VALIDLY
ISSUED AND IN FULL 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.
14
(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