OF ITS PROPERTY, (E) INSTITUTE ANY PROCEEDING SEEKING TO
HAVE ENTERED AGAINST IT AN ORDER FOR RELIEF UNDER THE UNITED STATES BANKRUPTCY
CODE, AS AMENDED, TO ADJUDICATE IT INSOLVENT, OR SEEKING DISSOLUTION, WINDING
UP, LIQUIDATION, REORGANIZATION, ARRANGEMENT, ADJUSTMENT OR COMPOSITION OF IT OR
ITS DEBTS UNDER ANY LAW RELATING TO BANKRUPTCY, INSOLVENCY OR REORGANIZATION OR
RELIEF OF DEBTORS OR FAIL TO FILE AN ANSWER OR OTHER PLEADING DENYING THE
MATERIAL ALLEGATIONS OF ANY SUCH PROCEEDING FILED AGAINST IT, (F) TAKE ANY
ACTION AUTHORIZING OF ANY MATTER DESCRIBED IN PARTS (A) THROUGH (E) ABOVE, OR
(G) FAIL TO CONTEST IN GOOD FAITH ANY APPOINTMENT OR PROCEEDING DESCRIBED IN
SECTION 14(A)(IX) HEREOF;
(IX)
A CUSTODIAN, RECEIVER, TRUSTEE, EXAMINER,
LIQUIDATOR OR SIMILAR OFFICIAL SHALL BE APPOINTED FOR ANY MAKER, OR ANY
SUBSTANTIAL PART OF ANY OF ITS PROPERTY, OR A PROCEEDING DESCRIBED IN
SECTION 14(A)(VIII)(E) SHALL BE INSTITUTED AGAINST ANY MAKER;
(X)
ANY MAKER FAILS TO MAKE ANY PAYMENT IN
RESPECT OF ANY INDEBTEDNESS FOR BORROWED MONEY HAVING AN AGGREGATE PRINCIPAL
AMOUNT OF MORE THAN $100,000 WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED
PREPAYMENT ACCELERATION, DEMAND OR OTHERWISE) AND SUCH FAILURE CONTINUES AFTER
THE APPLICABLE GRACE OR NOTICE PERIOD, IF ANY;
20
(XI)
ANY TERMINATION OF THE HAMILTON SALES
AGREEMENT THAT DOES NOT INVOLVE A RELEASE (WITHOUT ANY DRAW) OF THE HAMILTON LC
OR ANY DISPUTE, DISAGREEMENT OR CLAIM OF BREACH, NON-PERFORMANCE OR REPUDIATION
UNDER THE HAMILTON SALES AGREEMENT BETWEEN HAMILTON COUNTY AND MAKERS SHALL HAVE
ARISEN AND NOT HAVE BEEN RESOLVED WITHIN THE TIME (AN IN A MANNER) ALLOWED FOR
REMEDY OR CURE BY MAKERS OF SUCH DISPUTE, DISAGREEMENT OR CLAIM OF BREACH,
NON-PERFORMANCE OR REPUDIATION; OR
(XII)
MAKERS RECEIVE ANY NOTICE FROM HAMILTON COUNTY
OR FROM THE ISSUER OF THE HAMILTON LC OF ANY INTENTION TO DRAW THE LOC.
(B)
CONSEQUENCES OF EVENTS OF DEFAULT.
SUBJECT
IN EACH INSTANCE TO THE TERMS OF THE INTERCREDITOR AGREEMENT REFERRED TO IN
SECTION 9 ABOVE:
(I)
IF ANY EVENT OF DEFAULT OF THE TYPE
DESCRIBED IN SECTION 14(A)(I), (II), (III), (IV), (V), (VII), (X), (XI) OR (XII)
HAS OCCURRED, THE HOLDER OF THIS NOTE MAY DECLARE ALL OR ANY PORTION OF THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE (TOGETHER WITH ALL ACCRUED INTEREST
AND FEES THEREON) DUE AND PAYABLE AND DEMAND IMMEDIATE PAYMENT OF ALL OR ANY
PORTION OF SUCH OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE (TOGETHER WITH ALL
ACCRUED INTEREST AND FEES THEREON).
(II)
IF AN EVENT OF DEFAULT OF THE TYPE
DESCRIBED IN SECTION 14(A)(VII), (VIII) OR (IX) HAS OCCURRED, THE PRINCIPAL
AMOUNT OF THIS NOTE (TOGETHER WITH ALL ACCRUED INTEREST AND FEES THEREON) SHALL
BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT ANY ACTION ON THE PART OF THE HOLDERS
OF THIS NOTE, AND THE MAKERS SHALL IMMEDIATELY PAY TO THE HOLDER OF THIS NOTE
ALL AMOUNTS DUE AND PAYABLE WITH RESPECT TO THE OUTSTANDING PRINCIPAL AMOUNT,
TOGETHER WITH ALL ACCRUED INTEREST AND FEES THEREON.
(III)
EACH MAKER HEREBY WAIVES DILIGENCE,
PRESENTMENT, PROTEST AND DEMAND AND NOTICE OF PROTEST AND DEMAND, DISHONOR