THE FOREGOING, OR (II) AN INVOLUNTARY PROCEEDING IS COMMENCED OR AN INVOLUNTARY
PETITION IS FILED SEEKING (A) LIQUIDATION,
63
REORGANIZATION OR OTHER RELIEF IN RESPECT OF ANY BORROWER OR ANY SUBSIDIARY OR
ITS DEBTS, OR OF A SUBSTANTIAL PART OF ITS ASSETS, UNDER ANY FEDERAL, STATE OR
FOREIGN BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR SIMILAR LAW NOW OR HEREAFTER IN
EFFECT OR (B) THE APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, SEQUESTRATOR,
CONSERVATOR OR SIMILAR OFFICIAL FOR ANY BORROWER OR ANY SUBSIDIARY OR FOR A
SUBSTANTIAL PART OF ITS ASSETS, AND, IN ANY SUCH CASE, SUCH PROCEEDING OR
PETITION SHALL CONTINUE UNDISMISSED FOR 60 DAYS OR AN ORDER OR DECREE APPROVING
OR ORDERING ANY OF THE FOREGOING SHALL BE ENTERED;
(G)
INABILITY TO PAY DEBTS; ATTACHMENT. ANY
BORROWER OR ANY SUBSIDIARY BECOMES UNABLE, ADMITS IN WRITING ITS INABILITY OR
FAILS GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE; OR
(H)
JUDGMENTS. ONE OR MORE JUDGMENTS FOR THE
PAYMENT OF MONEY IN AN AGGREGATE AMOUNT IN EXCESS OF $25,000,000 IS RENDERED
AGAINST ANY BORROWER, ANY SUBSIDIARY OR ANY COMBINATION THEREOF AND THE SAME
SHALL REMAIN UNDISCHARGED FOR A PERIOD OF 30 CONSECUTIVE DAYS DURING WHICH
EXECUTION SHALL NOT BE EFFECTIVELY STAYED, OR ANY ACTION IS LEGALLY TAKEN BY A
JUDGMENT CREDITOR TO ATTACH OR LEVY UPON ANY ASSETS OF ANY BORROWER OR ANY
SUBSIDIARY TO ENFORCE ANY SUCH JUDGMENT; OR
(I)
ERISA. AN ERISA EVENT OCCURS THAT, IN
THE OPINION OF THE REQUIRED LENDERS, WHEN TAKEN TOGETHER WITH ALL OTHER ERISA
EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT; OR
(J)
MANAGEMENT. KKR FINANCIAL ADVISORS LLC
SHALL CEASE TO (I) SERVE AS MANAGER AND ADVISER TO THE BORROWERS OR (II) BE AN
AFFILIATE OF KOHLBERG KRAVIS ROBERTS & CO. L.P.; OR
(K)
CHANGE OF CONTROL. THERE OCCURS ANY CHANGE
OF CONTROL.
8.02
REMEDIES UPON EVENT OF DEFAULT. IF ANY EVENT OF
DEFAULT OCCURS AND IS CONTINUING (OTHER THAN AN EVENT WITH RESPECT TO A BORROWER
DESCRIBED IN SECTION 8.01(G)), AND AT ANY TIME THEREAFTER DURING THE CONTINUANCE
OF SUCH EVENT, THE ADMINISTRATIVE AGENT MAY, AND AT THE REQUEST OF THE REQUIRED
LENDERS SHALL, BY NOTICE TO THE BORROWERS, TAKE EITHER OR BOTH OF THE FOLLOWING
ACTIONS, AT THE SAME OR DIFFERENT TIMES:
(A)
TERMINATE THE COMMITMENTS, AND THEREUPON
THE COMMITMENTS SHALL TERMINATE IMMEDIATELY, AND;
(B)
DECLARE THE LOANS THEN OUTSTANDING TO BE DUE
AND PAYABLE IN WHOLE (OR IN PART, IN WHICH CASE ANY PRINCIPAL NOT SO DECLARED TO
BE DUE AND PAYABLE MAY THEREAFTER BE DECLARED TO BE DUE AND PAYABLE), AND
THEREUPON THE PRINCIPAL OF THE LOANS SO DECLARED TO BE DUE AND PAYABLE, TOGETHER
WITH ACCRUED INTEREST THEREON AND ALL FEES AND OTHER OBLIGATIONS OF THE
BORROWERS ACCRUED HEREUNDER, SHALL BECOME DUE AND PAYABLE IMMEDIATELY, WITHOUT
PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE
HEREBY WAIVED BY EACH OF THE BORROWERS;
provided, however, that in case of any event with respect to a Borrower
described in Section