OF ANY EMPLOYEES BY ANY OBLIGOR,
(AND NO SUCH ACTION IS CONTEMPLATED BY ANY OBLIGOR); OR
(IV)
ANY APPLICATION FOR THE CERTIFICATION OF A
COLLECTIVE BARGAINING AGENT.
(C)
NO WORK STOPPAGE OR OTHER LABOR DISPUTE EXISTS, AND, TO OBLIGORS'
KNOWLEDGE, NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS THAT COULD PROVIDE THE
BASIS FOR ANY WORK STOPPAGE OR OTHER LABOR DISPUTE.
(D)
EACH OBLIGOR:
(I)
(A) HAS COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL REQUIREMENTS OF LAW RELATING TO EMPLOYMENT, EQUAL EMPLOYMENT
OPPORTUNITY, NONDISCRIMINATION, IMMIGRATION, WAGES, HOURS, BENEFITS, AND
OCCUPATIONAL SAFETY AND HEALTH, EXCEPT SUCH NONCOMPLIANCE WHICH WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (B) HAS COMPLIED
IN ALL MATERIAL RESPECTS WITH ALL REQUIREMENTS OF LAW RELATING TO COLLECTIVE
BARGAINING, THE PAYMENT OF SOCIAL SECURITY AND SIMILAR TAXES, AND PLANT CLOSING.
(II)
IS NOT LIABLE FOR THE PAYMENT OF MORE THAN
A DE MINIMUS AMOUNT OF COMPENSATION, DAMAGES, TAXES, FINES, PENALTIES, OR OTHER
AMOUNTS, HOWEVER DESIGNATED, FOR SUCH OBLIGOR'S FAILURE TO COMPLY WITH ANY
REQUIREMENT OF LAW REFERENCED IN SECTION 4.12.
4.14
MAINTAIN PROPERTIES.
Each Obligor shall:
(A)
KEEP THE COLLATERAL IN GOOD ORDER AND REPAIR (ORDINARY REASONABLE WEAR AND
TEAR AND INSURED CASUALTY EXCEPTED);
(B)
NOT SUFFER OR CAUSE THE WASTE OR DESTRUCTION OF ANY MATERIAL PART OF THE
COLLATERAL;
(C)
NOT USE ANY OF THE COLLATERAL IN MATERIAL VIOLATION OF ANY POLICY OF
INSURANCE THEREON; AND
(D)
NOT SELL, LEASE, OR OTHERWISE DISPOSE OF ANY OF THE COLLATERAL, OTHER THAN
THE FOLLOWING:
56
(I)
THE COSTA RICAN TRANSACTION;
(II)
THE SALE OF INVENTORY IN COMPLIANCE WITH
THIS AGREEMENT;
(III)
THE DISPOSAL OF EQUIPMENT WHICH IS OBSOLETE,
WORN OUT, OR DAMAGED BEYOND REPAIR, WHICH EQUIPMENT IS REPLACED TO THE EXTENT
NECESSARY TO PRESERVE OR IMPROVE THE OPERATING EFFICIENCY OF SUCH BORROWER;
(IV)
THE TURNING OVER TO THE REVOLVING LOAN AGENT
OF ALL RECEIPTS AS PROVIDED IN THE REVOLVING LOAN AGREEMENT; AND
(V)
THE SALE, LEASE, OR DISPOSITION OF
COLLATERAL IN CONNECTION WITH THE MOVEMENT OF INVENTORY FROM ONE STORE TO
ANOTHER STORE IN CONNECTION WITH PERMITTED STORE OPENINGS/CLOSINGS.
4.15
TAXES.
(A)
EACH OBLIGOR HAS FILED, OR CAUSED TO BE FILED, IN A TIMELY MANNER ALL
FEDERAL, STATE AND OTHER MATERIAL TAX RETURNS, REPORTS AND DECLARATIONS WHICH
ARE REQUIRED TO BE FILED BY IT.
ALL INFORMATION IN SUCH TAX RETURNS, REPORTS
AND DECLARATIONS IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.
EACH
OBLIGOR HAS PAID OR CAUSED TO BE PAID ALL TAXES DUE AND PAYABLE OR CLAIMED DUE
AND PAYABLE IN ANY ASSESSMENT RECEIVED BY IT, WHICH, IF UNPAID, WOULD RESULT IN
A MATERIAL ENCUMBRANCE ON ANY OF ITS PROPERTIES OR ASSETS, EXCEPT TAXES THE
VALIDITY OF WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY PURSUED AND AVAILABLE TO SUCH BORROWER AND WITH RESPECT TO WHICH
ADEQUATE RESERVES IN CONFORMITY WITH GAAP HAVE BEEN SET ASIDE ON ITS BOOKS.
ADEQUATE PROVISION HAS BEEN MADE FOR THE PAYMENT OF ALL ACCRUED AND UNPAID
FEDERAL, STATE, COUNTY, LOCAL, FOREIGN AND OTHER TAXES WHETHER OR