a Material Adverse Effect.
No
Obligor has received any notice of any violation of any Requirement of Law
(other than of a violation which has no Material Adverse Effect, or any such
violations that have been cured or otherwise remedied).
4.13
LABOR RELATIONS.
(A)
NO OBLIGOR HAS BEEN AND IS PRESENTLY A PARTY TO ANY COLLECTIVE BARGAINING
OR OTHER LABOR CONTRACT.
(B)
THERE IS NOT PRESENTLY PENDING AND, TO THE OBLIGORS' KNOWLEDGE, THERE IS
NOT THREATENED ANY OF THE FOLLOWING:
(I)
ANY STRIKE, SLOWDOWN, PICKETING, WORK STOPPAGE, OR EMPLOYEE
GRIEVANCE PROCESS;
(II)
ANY PROCEEDING AGAINST OR AFFECTING ANY OBLIGOR RELATING TO THE
ALLEGED VIOLATION OF ANY REQUIREMENT OF LAW PERTAINING TO LABOR RELATIONS OR
NATIONAL LABOR RELATIONS BOARD, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, OR
ANY COMPARABLE GOVERNMENTAL BODY, ORGANIZATIONAL ACTIVITY, OR OTHER LABOR OR
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EMPLOYMENT DISPUTE AGAINST OR AFFECTING ANY OBLIGOR, WHICH, IF DETERMINED
ADVERSELY TO SUCH OBLIGOR COULD NOT HAVE A MATERIAL ADVERSE EFFECT;
(III)
ANY LOCKOUT 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:
(I)
THE COSTA RICAN TRANSACTION;
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(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 AGENT OF ALL RECEIPTS AS PROVIDED HEREIN;
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.