SUCH PROCEEDING, (E)
MAKES A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR (F) TAKES ANY ACTION
FOR THE PURPOSE OF EFFECTING ANY OF THE FOREGOING, OR (II) AN INVOLUNTARY
PROCEEDING IS COMMENCED OR AN INVOLUNTARY PETITION IS FILED SEEKING (A)
LIQUIDATION, 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; OR
(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)
INVALIDITY OF LOAN DOCUMENTS.
ANY LOAN DOCUMENT SHALL CEASE TO BE
VALID AND BINDING ON, OR ENFORCEABLE AGAINST, ANY BORROWER, OR ANY BORROWER
SHALL SO ASSERT IN WRITING. OR
(L)
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(F)), 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