CREDIT PARTY SHALL (I) VOLUNTARILY COMMENCE ANY PROCEEDING OR
FILE ANY PETITION SEEKING LIQUIDATION, REORGANIZATION OR OTHER RELIEF UNDER ANY
FEDERAL, STATE OR FOREIGN BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR SIMILAR LAW
NOW OR HEREAFTER IN EFFECT, (II) CONSENT TO THE INSTITUTION OF, OR FAIL TO
CONTEST IN A TIMELY AND APPROPRIATE MANNER, ANY PROCEEDING OR PETITION DESCRIBED
IN CLAUSE (G) OF THIS SECTION 7.01, (III) APPLY FOR OR CONSENT TO THE
APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, SEQUESTRATOR, CONSERVATOR OR
SIMILAR OFFICIAL FOR BORROWER OR ANY SUBSIDIARY OR FOR A SUBSTANTIAL PART OF ITS
ASSETS, (IV) FILE AN ANSWER ADMITTING THE MATERIAL ALLEGATIONS OF A PETITION
FILED AGAINST IT IN ANY SUCH PROCEEDING, (V) MAKE A GENERAL ASSIGNMENT FOR THE
BENEFIT OF CREDITORS OR (VI) TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF
THE FOREGOING;
(I)
ANY CREDIT PARTY SHALL BECOME UNABLE, ADMIT IN WRITING OR FAIL
GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE;
(J)
ONE OR MORE JUDGMENTS (EXCLUDING ONLY THE COVERED AMOUNTS OF
INSURED CLAIMS, EXCLUSIVE OF DEDUCTIBLES AND EXCESS LIABILITY BEYOND COVERAGE
LIMITS AND PROVIDED THAT UNDERWRITERS HAVE NOT RAISED DEFENSES TO COVERAGE) FOR
THE PAYMENT OF MONEY IN AN AGGREGATE AMOUNT IN EXCESS OF $1,000,000.00 SHALL BE
RENDERED AGAINST ANY CREDIT PARTY OR ANY COMBINATION THEREOF AND THE SAME SHALL
REMAIN UNDISCHARGED FOR A PERIOD OF THIRTY (30) CONSECUTIVE DAYS DURING WHICH
EXECUTION SHALL NOT BE EFFECTIVELY STAYED, OR ANY ACTION SHALL BE LEGALLY TAKEN
BY A JUDGMENT CREDITOR TO ATTACH OR LEVY UPON ANY ASSETS OF SUCH CREDIT PARTY TO
ENFORCE ANY SUCH JUDGMENT AND EITHER (I) ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN
COMMENCED BY ANY CREDITOR UPON ANY SUCH JUDGMENT OR ORDER, OR (II) THERE SHALL
BE A PERIOD OF TEN (10) CONSECUTIVE DAYS AFTER ENTRY THEREOF DURING WHICH A STAY
OF ENFORCEMENT OF ANY SUCH JUDGMENT OR ORDER, BY REASON OF A PENDING APPEAL, OR
OTHERWISE, SHALL NOT BE IN EFFECT; PROVIDED THAT ANY SUCH JUDGMENT OR ORDER
SHALL NOT GIVE RISE TO AN EVENT OF DEFAULT UNDER THIS SUBSECTION (J) IF AND FOR
SO LONG AS AND TO THE EXTENT OF (A) THE AMOUNT OF SUCH JUDGMENT OR ORDER IS
COVERED BY A VALID AND BINDING POLICY OF INSURANCE BETWEEN THE DEFENDANT AND THE
INSURER COVERING FULL PAYMENT THEREOF, AND (B) SUCH INSURER HAS BEEN NOTIFIED,
AND HAS NOT DISPUTED THE CLAIM FOR PAYMENT, OF THE AMOUNT OF SUCH JUDGMENT OR
ORDER;
(K)
AN ERISA EVENT SHALL HAVE OCCURRED THAT, IN THE OPINION OF
REQUIRED LENDERS, WHEN TAKEN TOGETHER WITH ALL OTHER ERISA EVENTS THAT HAVE
OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(L)
A CHANGE IN CONTROL SHALL HAVE OCCURRED;
(M)
EXCEPT IN CONNECTION WITH THE PHASE TWO TRANSACTIONS, BORROWER,
K-SEA OR ANY SUBSIDIARY GUARANTOR IS DISSOLVED OR OTHERWISE FAILS TO MAINTAIN
ITS EXISTENCE IN GOOD STANDING, OR THE USUAL BUSINESS OF BORROWER CEASES OR IS
SUSPENDED;
65
(N)
EXCEPT FOR SPECIFIC MATTERS DISCLOSED IN WRITING TO THE LENDERS
PRIOR TO THE EFFECTIVE