OR
ACQUIESCES IN THE APPOINTMENT OF A TRUSTEE, RECEIVER OR OTHER CUSTODIAN FOR SUCH
LOAN PARTY OR ANY PROPERTY THEREOF, OR MAKES A GENERAL ASSIGNMENT FOR THE
BENEFIT OF CREDITORS; OR, IN THE ABSENCE OF SUCH APPLICATION, CONSENT OR
ACQUIESCENCE, A TRUSTEE, RECEIVER OR OTHER CUSTODIAN IS APPOINTED FOR ANY LOAN
PARTY OR FOR A SUBSTANTIAL PART OF THE PROPERTY OF ANY THEREOF AND IS NOT
DISCHARGED WITHIN 60 DAYS; OR ANY BANKRUPTCY, REORGANIZATION, DEBT ARRANGEMENT,
OR OTHER CASE OR PROCEEDING UNDER ANY BANKRUPTCY OR INSOLVENCY LAW, OR ANY
DISSOLUTION OR LIQUIDATION PROCEEDING, IS COMMENCED IN RESPECT OF ANY LOAN
PARTY, AND IF SUCH CASE OR PROCEEDING IS NOT COMMENCED BY SUCH LOAN PARTY, IT IS
CONSENTED TO OR ACQUIESCED IN BY SUCH LOAN PARTY, OR REMAINS FOR 60 DAYS
UNDISMISSED; OR ANY LOAN PARTY TAKES ANY ACTION TO AUTHORIZE, OR IN FURTHERANCE
OF, ANY OF THE FOREGOING.
13.1.4
NON-COMPLIANCE WITH LOAN DOCUMENTS.
(A) FAILURE BY ANY LOAN PARTY
TO COMPLY WITH OR TO PERFORM ANY COVENANT SET FORTH IN SECTION 9.4 (SOLELY AS
SUCH SECTION RELATES TO THE DELIVERY OF THE FINAL 2008 FINANCIAL STATEMENTS),
SECTIONS 10.1.5, 10.3(B)
59
(SOLELY AS SUCH SECTION RELATES TO THE MAINTENANCE OF INSURANCE AT ALL TIMES),
10.5, 10.10 OR 10.12, SECTION 11 OR SECTION 12.1.8(D) OR (E); OR (B) FAILURE BY
ANY LOAN PARTY TO COMPLY WITH OR TO PERFORM ANY OTHER PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT (AND NOT CONSTITUTING AN EVENT OF DEFAULT
UNDER ANY OTHER PROVISION OF THIS SECTION 13) AND CONTINUANCE OF SUCH FAILURE
DESCRIBED IN THIS CLAUSE (B) FOR 30 DAYS.
13.1.5
REPRESENTATIONS; WARRANTIES.
ANY REPRESENTATION OR WARRANTY MADE BY
ANY LOAN PARTY HEREIN OR ANY OTHER LOAN DOCUMENT IS BREACHED OR IS FALSE OR
MISLEADING IN ANY MATERIAL RESPECT, OR ANY SCHEDULE, CERTIFICATE, FINANCIAL
STATEMENT, REPORT, NOTICE OR OTHER WRITING FURNISHED BY ANY LOAN PARTY TO THE
ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION HEREWITH IS FALSE OR MISLEADING
IN ANY MATERIAL RESPECT ON THE DATE AS OF WHICH THE FACTS THEREIN SET FORTH ARE
STATED OR CERTIFIED.
13.1.6
PENSION PLANS.
(A) ANY PERSON INSTITUTES STEPS TO TERMINATE A
PENSION PLAN IF AS A RESULT OF SUCH TERMINATION THE COMPANY OR ANY MEMBER OF THE
CONTROLLED GROUP COULD BE REQUIRED TO MAKE A CONTRIBUTION TO SUCH PENSION PLAN,
OR COULD INCUR A LIABILITY OR OBLIGATION TO SUCH PENSION PLAN, IN EXCESS OF
$500,000; (B) A CONTRIBUTION FAILURE OCCURS WITH RESPECT TO ANY PENSION PLAN
SUFFICIENT TO GIVE RISE TO A LIEN UNDER SECTION 302(F) OF ERISA; (C) THE
UNFUNDED LIABILITY EXCEEDS TWENTY PERCENT OF THE TOTAL PLAN LIABILITY, OR
(D) THERE SHALL OCCUR ANY WITHDRAWAL OR PARTIAL WITHDRAWAL FROM A MULTIEMPLOYER
PENSION PLAN AND THE WITHDRAWAL LIABILITY (WITHOUT UNACCRUED INTEREST) TO
MULTIEMPLOYER PENSION PLANS AS A RESULT OF SUCH WITHDRAWAL (INCLUDING ANY
OUTSTANDING WITHDRAWAL LIABILITY THAT THE COMPANY OR ANY MEMBER OF THE
CONTROLLED GROUP HAVE INCURRED ON THE DATE OF SUCH WITHDRAWAL) EXCEEDS $500,000.
13.1.7
Litigation.
Any suit, action or
other proceeding