THE
APPOINTMENT OF A TRUSTEE, RECEIVER, CUSTODIAN, LIQUIDATOR OR THE LIKE OF THE
BORROWER OF ALL OR ANY SUBSTANTIAL PART OF ITS ASSETS, OR (III) SIMILAR RELIEF
IN RESPECT OF THE BORROWER UNDER ANY LAW RELATING TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION, WINDING-UP, OR COMPOSITION OR ADJUSTMENT OF DEBTS, AND SUCH
PROCEEDING OR CASE SHALL CONTINUE UNDISMISSED, OR AN ORDER, JUDGMENT OR DECREE
APPROVING OR ORDERING ANY OF THE FOREGOING SHALL BE ENTERED AND CONTINUE
UNSTAYED AND IN EFFECT, FOR A PERIOD OF 60 DAYS; OR (IV) AN ORDER FOR RELIEF
AGAINST THE BORROWER SHALL BE ENTERED IN AN INVOLUNTARY CASE UNDER THE FEDERAL
BANKRUPTCY CODE; OR
(I)
A JUDGMENT OR JUDGMENTS FOR THE PAYMENT
OF MONEY IN EXCESS OF $25,000,000 IN THE AGGREGATE SHALL BE RENDERED BY A COURT
AGAINST THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER AND THE SAME SHALL NOT BE
DISCHARGED (OR PROVISION SHALL NOT BE MADE FOR SUCH DISCHARGE), OR A STAY OF
EXECUTION THEREOF SHALL NOT BE PROCURED, WITHIN 30 DAYS FROM THE DATE OF
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ENTRY THEREOF AND THE BORROWER OR SUCH SUBSIDIARY SHALL NOT, WITHIN SAID PERIOD
OF 30 DAYS, OR SUCH LONGER PERIOD DURING WHICH EXECUTION OF THE SAME SHALL HAVE
BEEN STAYED, APPEAL THEREFROM AND CAUSE THE EXECUTION THEREOF TO BE STAYED
DURING SUCH APPEAL; OR
(J)
ANY GUARANTY AFTER DELIVERY THEREOF
SHALL FOR ANY REASON, EXCEPT TO THE EXTENT PERMITTED BY THE TERMS THEREOF, CEASE
TO BE IN FULL FORCE AND EFFECT AND VALID, BINDING AND ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS, OR THE BORROWER OR ANY GUARANTOR SHALL SO STATE IN WRITING; OR
(K)
A CHANGE OF CONTROL SHALL OCCUR; OR
(L)
ANY GUARANTOR SHALL TAKE, SUFFER OR
PERMIT TO EXIST ANY OF THE EVENTS OR CONDITIONS REFERRED TO IN SUBSECTION (F),
(G), (H) OR (I);
(M)
ANY RESTRICTED SUBSIDIARY SHALL TAKE, SUFFER
OR PERMIT TO EXIST ANY OF THE EVENTS OR CONDITIONS REFERRED TO IN SUBSECTION
(F), (G), (H) OR (I);
(N)
THE FAILURE OF THE GENERAL PARTNER TO COMPLY
IN ALL MATERIAL RESPECTS WITH ANY TERMS AND PROVISIONS OF ITS LIMITED LIABILITY
COMPANY AGREEMENT REGARDING MAINTAINING THE SEPARATENESS OF THE RECORDS, ASSETS
AND FORMALITIES OF THE GENERAL PARTNER FROM ANY OTHER PERSON, OR THE AMENDING,
SUPPLEMENTING OR OTHERWISE MODIFYING (PURSUANT TO A WAIVER OR OTHERWISE) ANY OF
SUCH SEPARATENESS PROVISIONS IN A MANNER MATERIALLY ADVERSE TO THE INTERESTS OF
THE LENDERS WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS, WHICH
SHALL NOT BE UNREASONABLY WITHHELD, UNLESS BOTH (I) CARLYLE/RIVERSTONE BPL
HOLDINGS II, L.P. OR ITS SUCCESSORS NO LONGER OWNS AN INTEREST IN THE GENERAL
PARTNER, AND (II) BORROWER HAS OBTAINED A RATINGS AFFIRMATION IN CONNECTION WITH
ANY SUCH AMENDMENT, SUPPLEMENT, MODIFICATION OR FAILURE TO COMPLY; OR
(O)
ANY ERISA EVENT SHALL HAVE OCCURRED THAT
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, AND 30 DAYS
AFTER NOTICE SHALL HAVE BEEN GIVEN TO THE BORROWER, SUCH ERISA EVENT SHALL STILL
EXIST.
SECTION 10.02.
REMEDIES.
(A)
IN THE CASE OF AN EVENT OF DEFAULT