FOLLOWING HAVE OCCURRED, PROVIDED, HOWEVER, THE
OCCURRENCE OF ANY OF THE FOLLOWING EVENTS, OTHER THAN THOSE SET FORTH IN
SUBSECTIONS (A)(I), (A)(III), (A)(IV), AND (A)(VII), SHALL NOT BE AN EVENT OF
DEFAULT UNLESS AND UNTIL THE PAYMENT IN FULL OF THE SENIOR DEBT (AS SUCH TERMS
"PAYMENT IN FULL" AND "SENIOR DEBT" ARE DEFINED IN THE SUBORDINATION AGREEMENT):
(I)
MAKER SHALL FAIL TO PAY WITHIN ONE (1) BUSINESS DAY AFTER THE
DATE WHEN DUE ANY PAYMENT OF PRINCIPAL, INTEREST, FEES, COSTS, EXPENSES OR ANY
OTHER SUM PAYABLE TO PAYEE HEREUNDER OR OTHERWISE, INCLUDING THE OTHER NOTES;
(II)
MAKER SHALL DEFAULT IN THE PERFORMANCE OF ANY OTHER AGREEMENT OR
COVENANT CONTAINED HEREIN (OTHER THAN AS PROVIDED IN SECTION 10(A)(I) OF THIS
NOTE) OR UNDER ANY OTHER NOTE, AND SUCH DEFAULT SHALL CONTINUE UNCURED FOR
TWENTY (20) CONSECUTIVE DAYS AFTER NOTICE THEREOF TO MAKER GIVEN BY PAYEE;
(III)
MAKER BECOMES INSOLVENT OR GENERALLY FAILS TO PAY ITS DEBTS AS
SUCH DEBTS BECOME DUE OR ADMITS IN WRITING ITS INABILITY TO PAY ITS DEBTS AS
SUCH DEBTS BECOME DUE; OR SHALL SUFFER A CUSTODIAN, RECEIVER OR TRUSTEE FOR IT
OR SUBSTANTIALLY ALL OF ITS PROPERTY TO BE APPOINTED AND IF APPOINTED WITHOUT
ITS CONSENT, NOT BE DISCHARGED WITHIN NINETY (90) CONSECUTIVE DAYS; MAKES A
GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR SUFFERS PROCEEDINGS UNDER
ANY LAW RELATED TO BANKRUPTCY, INSOLVENCY, LIQUIDATION OR THE REORGANIZATION,
READJUSTMENT OR THE RELEASE OF DEBTORS TO BE INSTITUTED AGAINST IT AND IF
CONTESTED BY IT NOT DISMISSED OR STAYED WITHIN NINETY (90) CONSECUTIVE DAYS; IF
PROCEEDINGS UNDER ANY LAW RELATED TO BANKRUPTCY, INSOLVENCY, LIQUIDATION, OR THE
REORGANIZATION, READJUSTMENT OR THE RELEASE OF DEBTORS IS INSTITUTED OR
COMMENCED BY OR AGAINST MAKER AND, IN THE CASE OF PROCEEDINGS NOT INSTITUTED OR
COMMENCED BY MAKER, IF CONTESTED BY MAKER, AND NOT DISMISSED OR STAYED WITHIN
NINETY (90) CONSECUTIVE DAYS; IF ANY ORDER FOR RELIEF IS ENTERED RELATING TO ANY
OF THE FOREGOING PROCEEDINGS WHICH ORDER IS NOT STAYED; IF MAKER SHALL CALL A
MEETING OF ITS CREDITORS WITH A VIEW TO ARRANGING A COMPOSITION OR ADJUSTMENT OF
ITS DEBTS; OR IF MAKER SHALL BY ANY ACT OR FAILURE TO ACT INDICATE ITS CONSENT
TO, APPROVAL OF OR ACQUIESCENCE IN ANY OF THE FOREGOING;
(IV)
(A) THIS NOTE OR ANY OF THE OTHER NOTES SHALL, FOR ANY REASON
(OTHER THAN PAYMENT OR SATISFACTION IN FULL OF THE OBLIGATIONS REPRESENTED
THEREBY) NOT BE OR SHALL CEASE TO BE IN FULL FORCE AND EFFECT (OTHER THAN IN
ACCORDANCE WITH ITS TERMS) OR SHALL BE DECLARED NULL AND VOID OR (B) THE
VALIDITY OR ENFORCEABILITY OF ANY OF THE NOTES SHALL BE CONTESTED BY MAKER;
(V)
IF MAKER SHALL BE IN DEFAULT WITH RESPECT TO ANY PAYMENT, WHEN DUE
(SUBJECT IN EACH CASE TO APPLICABLE GRACE OR CURE PERIODS), OF ANY INDEBTEDNESS
IN EXCESS OF $175,000
8
(OTHER THAN UNDER THIS NOTE OR ANY OTHER NOTE), OR ANY OTHER DEFAULT SHALL OCCUR
UNDER ANY AGREEMENT OR INSTRUMENT EVIDENCING SUCH INDEBTEDNESS, IF THE