TO PAY,
WHEN DUE, THE PAYMENTS DETERMINED UNDER CLAUSES 7 OR 10 AND SUCH FAILURE
CONTINUES FOR TWO BANKING DAYS WITH RESPECT TO THE INITIAL PURCHASE PRICE AND
FIVE BANKING DAYS WITH RESPECT TO ALL OTHER PAYMENTS;
(III)
ANY FAILURE BY THE DEFAULTING PARTY TO
PERFORM OR COMPLY WITH ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS CONTRACT THAT
IS NOT CURED OR WAIVED WITHIN 14 DAYS FOLLOWING NOTICE FROM THE NON DEFAULTING
PARTY, PROVIDED THAT SUCH PERIOD WILL BE TWO BANKING DAYS FOR ANY FAILURE BY THE
BUYER TO POST OR MAINTAIN A LETTER OF CREDIT TO COMPLY WITH THE TERMS OF CLAUSE
10(L); AND
(IV)
THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS
IN RESPECT OF THE DEFAULTING PARTY OR A PERSON OR ENTITY THAT CONTROLS IT (WHERE
SUCH 'CONTROL' MEANS THE OWNERSHIP DIRECTLY OR INDIRECTLY OF 50% OR MORE OF THE
SHARES IN THE DEFAULTING PARTY OR THE ABILITY TO DIRECTLY OR INDIRECTLY EXERCISE
50% OR MORE OF THE VOTING RIGHTS IN THE DEFAULTING PARTY):
(A)
IT IS ADJUDICATED TO BE INSOLVENT OR FAILS TO
PAY ITS DEBTS UNDER ANY RELEVANT LAW APPLICABLE TO IT;
16
(B)
IT SUSPENDS PAYMENT OF ITS DEBTS GENERALLY OR
DECLARES THAT IT WILL SUSPEND MAKING PAYMENTS WITH RESPECT TO ANY CLASS OF ITS
DEBTS;
(C)
IT ENTERS INTO ANY COMPOSITION OR SIMILAR
ARRANGEMENT FOR THE BENEFIT OF ITS CREDITORS GENERALLY;
(D)
IT SUSPENDS OR DECLARES THAT IT WILL SUSPEND
CARRYING ON ALL OR SUBSTANTIALLY ALL OF ITS BUSINESS;
(E)
IT TAKES CORPORATE ACTION TO AUTHORISE THE
WINDING UP OR DISSOLUTION OF THE DEFAULTING PARTY OR THE FILING OF A VOLUNTARY
PETITION TO COMMENCE AN INSOLVENCY PROCEEDING; OR
(F)
ANY OTHER EVENT OCCURS WHICH UNDER LAWS
APPLICABLE IN HAWAII WOULD HAVE AN EFFECT ANALOGOUS TO ANY OF THE EVENTS
REFERRED TO ABOVE.
(B)
IF AN EVENT OF DEFAULT OCCURS AND IS
CONTINUING, THE NON DEFAULTING PARTY MAY AT ONCE OR AT ANY TIME THEREAFTER (AND
WITHOUT AN ELECTION OF REMEDIES TO THE EXCLUSION OF OTHER REMEDIES THE NON
DEFAULTING PARTY MAY HAVE):
(I)
BY NOTICE TO THE DEFAULTING PARTY,
DECLARE ALL OUTSTANDING OBLIGATIONS OF THE DEFAULTING PARTY TO BE DUE
IMMEDIATELY OR UPON SUCH LATER DATE SPECIFIED IN SUCH NOTICE (THE ACCELERATION
DATE) WHEREUPON:
(A)
THE DEFAULTING PARTY MUST PERFORM ALL OF ITS
OUTSTANDING OBLIGATIONS THEN DUE ON THE ACCELERATION DATE AND THE NON DEFAULTING
PARTY WILL PERFORM ANY CORRESPONDING OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF
THIS CONTRACT TO THE EXTENT SUCH CORRESPONDING OBLIGATIONS RELATE TO THE
PERFORMANCE BY THE DEFAULTING PARTY OF ITS OUTSTANDING OBLIGATIONS; AND
(B)
THE NON DEFAULTING PARTY WILL NOT BE OBLIGED
TO PERFORM ANY OF ITS OUTSTANDING OBLIGATIONS OTHER THAN TO THE EXTENT PROVIDED
FOR IN PARAGRAPH (I)(A) AND WILL NOT ACCRUE ANY NEW OR ADDITIONAL OBLIGATIONS
UNDER THIS CONTRACT; AND/OR
(II)
BY NOTICE TO THE DEFAULTING PARTY,
TERMINATE THIS CONTRACT AND ANY OBLIGATION IT MAY HAVE HEREUNDER (INCLUDING,
WITHOUT LIMITATION, IN RESPECT OF THE SELLER, ANY OBLIGATION IT MAY HAVE TO SELL
AND DELIVER THE