POLICIES.
(G)
THE PAYEE SHALL HAVE RECEIVED A FAVORABLE
LEGAL OPINION FROM THE MAKERS' LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO PAYEE.
(H)
THE PAYEE SHALL HAVE RECEIVED A CERTIFICATE
FROM EACH MAKER'S SECRETARY CERTIFYING TO (I) SUCH MAKER'S ARTICLES OF
INCORPORATION, (II) SUCH MAKER'S BYLAWS (OR COMPARABLE ORGANIZATIONAL DOCUMENTS)
AND ANY AMENDMENTS THERETO, (III) THE RESOLUTIONS OF SUCH MAKER'S BOARD OF
DIRECTORS AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS NOTE AND
THE OTHER DOCUMENTS TO WHICH IT IS A PARTY AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, (IV) THE SPECIMEN SIGNATURES OF
THE PERSONS AUTHORIZED TO EXECUTE SUCH DOCUMENTS ON BEHALF OF SUCH MAKER AND (V)
A CERTIFICATE OF GOOD STANDING FROM THE STATE OF ORGANIZATION OF SUCH MAKER.
(I)
THE PAYEE SHALL HAVE RECEIVED SUCH
RESOLUTIONS, CONSENTS, CERTIFICATES, AND OTHER DOCUMENTS AS IT SHALL HAVE
REQUESTED WITH RESPECT TO THE EXECUTION AND DELIVERY OF THE NOTE, THE RELATED
TRANSACTIONS AND PERFORMANCE OF THE OBLIGATIONS CREATED THEREUNDER.
3.
MAKERS REIMBURSEMENT OBLIGATION.
IN
CONNECTION WITH CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE ASSET
PURCHASE AGREEMENT, SELLER HAS AGREED TO PROVIDE MAKERS WITH THE BENEFIT OF THE
CASH COLLATERAL AND TO ALLOW THE HAMILTON LC TO REMAIN OUTSTANDING FOR THE
BENEFIT OF MAKERS.
IN THE EVENT THE HAMILTON LC IS DRAWN UPON BY HAMILTON
COUNTY, MAKERS AGREE TO REIMBURSE THE PAYEE FOR THE FULL AMOUNT OF SUCH DRAW,
NOT TO EXCEED $6,884,588.00, TOGETHER WITH INTEREST THEREON AND FEES AND
EXPENSES IN ACCORDANCE THEREWITH, ALL CALCULATED IN ACCORDANCE WITH THE
PROVISIONS OF THIS NOTE.
PRIOR TO THE DATE, IF ANY, UPON WHICH THE HAMILTON LC
IS DRAWN, AND UNTIL THE EXPIRATION THEREOF, MAKERS AGREE TO PAY INTEREST TO THE
PAYEE AT THE TIMES AND IN THE AMOUNT SET FORTH HEREIN, AS A SURETY FEE TO THE
PAYEE IN CONSIDERATION OF PAYEE'S WILLINGNESS TO PROVIDE MAKERS WITH THE BENEFIT
OF THE CASH COLLATERAL AND TO KEEP OUTSTANDING THE HAMILTON LC.
FROM AND AFTER
THE DATE OF ANY DRAW ON THE HAMILTON LC, SUCH INTEREST PAYMENT SHALL ACCRUE AND
BE DEEMED MADE IN RESPECT OF THE MAKERS' REIMBURSEMENT OBLIGATION HEREUNDER.
4.
PAYMENTS.
(A)
INTEREST.
INTEREST SHALL ACCRUE AT A RATE
PER ANNUM EQUAL TO THE LONDON INTERBANK OFFER RATE ("LIBOR") AS IN EFFECT FROM
TIME TO TIME PLUS 350 BASIS POINTS.
THE INTEREST RATE SHALL BE ADJUSTED
QUARTERLY AND SHALL BE BASED UPON THE AVERAGE OF LIBOR RATES IN EFFECT ON THE
FIRST AND LAST DAY OF EACH CALENDAR QUARTER (THE "INTEREST RATE") (COMPUTED ON
THE BASIS OF A 360-DAY YEAR FOR ACTUAL DAYS ELAPSED) ON (I) THE CASH COLLATERAL
PRIOR TO A DRAW OF THE HAMILTON LC AND (II) THE UNPAID PRINCIPAL AMOUNT OF THIS
NOTE OUTSTANDING FROM AND AFTER THE DATE OF A DRAW UNDER THE HAMILTON LC;
PROVIDED, HOWEVER, THAT UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, THE INTEREST ON THIS NOTE SHALL ACCRUE AT A RATE EQUAL TO 14%
PER ANNUM.
IN NO EVENT SHALL THE INTEREST RATE EXCEED