(B) ITS
FISCAL YEAR OR ITS METHOD FOR DETERMINING FISCAL QUARTERS OR FISCAL MONTHS.
SECTION 1.9
MARGIN REGULATIONS.
NO GROUP
MEMBER SHALL USE ALL OR ANY PORTION OF THE PROCEEDS OF ANY CREDIT EXTENDED
HEREUNDER TO PURCHASE OR CARRY MARGIN STOCK (WITHIN THE MEANING OF REGULATION U
OF THE FEDERAL RESERVE BOARD) IN CONTRAVENTION OF REGULATION U OF THE FEDERAL
RESERVE BOARD.
SECTION 1.10
COMPLIANCE WITH ERISA.
NO ERISA
AFFILIATE SHALL CAUSE OR SUFFER TO EXIST (A) ANY EVENT THAT COULD RESULT IN THE
IMPOSITION OF A LIEN WITH RESPECT TO ANY TITLE IV PLAN OR MULTIEMPLOYER PLAN OR
(B) ANY OTHER ERISA EVENT, THAT WOULD, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT.
NO GROUP MEMBER SHALL CAUSE OR SUFFER TO EXIST ANY EVENT THAT COULD
RESULT IN THE IMPOSITION OF A LIEN WITH RESPECT TO ANY BENEFIT PLAN.
SECTION 1.11
HAZARDOUS MATERIALS.
NO GROUP
MEMBER SHALL CAUSE ANY RELEASE OF ANY HAZARDOUS MATERIAL AT, TO OR FROM ANY REAL
PROPERTY OWNED, LEASED, SUBLEASED OR OTHERWISE OPERATED OR OCCUPIED BY ANY GROUP
MEMBER THAT WOULD VIOLATE ANY ENVIRONMENTAL LAW, FORM THE BASIS FOR ANY
ENVIRONMENTAL LIABILITIES OR OTHERWISE ADVERSELY AFFECT THE VALUE OR
MARKETABILITY OF ANY REAL PROPERTY (WHETHER OR NOT OWNED BY ANY GROUP MEMBER),
OTHER THAN SUCH VIOLATIONS, ENVIRONMENTAL LIABILITIES AND EFFECTS THAT WOULD
NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
SECTION 1.12
INACTIVE SUBSIDIARY.
BEACON SALES
COMPANY, INCORPORATED SHALL NOT (A) ACQUIRE ANY ASSETS, (B) INCUR ANY
LIABILITIES OTHER THAN FOR DE MINIMUS FRANCHISE TAXES, MAINTENANCE FEES AND
OTHER DE MINIMUS EXPENSES OR (C) ENGAGE IN ANY BUSINESS ACTIVITIES.
NOTWITHSTANDING THE FOREGOING, BEACON SALES COMPANY, INCORPORATED MAY BE MERGED,
CONSOLIDATED OR AMALGAMATED INTO ANY LOAN PARTY IN ACCORDANCE WITH SECTION 8.7.
ARTICLE II
EVENTS OF DEFAULT
SECTION 2.1
DEFINITION.
EACH OF THE
FOLLOWING SHALL BE AN EVENT OF DEFAULT:
97
(A)
THE BORROWER SHALL FAIL TO PAY (I) ANY
PRINCIPAL OF ANY LOAN OR ANY L/C REIMBURSEMENT OBLIGATION WHEN THE SAME BECOMES
DUE AND PAYABLE OR (II) ANY INTEREST ON ANY LOAN, ANY FEE UNDER ANY LOAN
DOCUMENT OR ANY OTHER OBLIGATION (OTHER THAN THOSE SET FORTH IN CLAUSE (I)
ABOVE) AND, IN THE CASE OF THIS CLAUSE (II), SUCH NON-PAYMENT CONTINUES FOR A
PERIOD OF 5 BUSINESS DAYS AFTER THE DUE DATE THEREFOR; OR
(B)
ANY REPRESENTATION, WARRANTY OR
CERTIFICATION MADE OR DEEMED MADE BY OR ON BEHALF OF ANY LOAN PARTY IN ANY LOAN
DOCUMENT OR BY OR ON BEHALF OF ANY LOAN PARTY (OR ANY RESPONSIBLE OFFICER
THEREOF) IN CONNECTION WITH ANY LOAN DOCUMENT (INCLUDING IN ANY DOCUMENT
DELIVERED IN CONNECTION WITH ANY LOAN DOCUMENT) SHALL PROVE TO HAVE BEEN
INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(C)
ANY LOAN PARTY SHALL FAIL TO COMPLY WITH
(I) ANY PROVISION OF ARTICLE V (FINANCIAL COVENANTS) (PROVIDED, THAT SUCH
FAILURE SHALL ONLY CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT UPON THE DELIVERY
OF WRITTEN NOTICE BY THE REQUIRED TERM B LOAN LENDERS TO THE ADMINISTRATIVE
AGENT DESIGNATING