AGENTS
FOR APPLICATION ACCORDING TO THE PRIORITIES OF THE SENIOR FINANCING
OBLIGATIONS.
IN THE EVENT OF THE FAILURE OF ANY HOLDER OF THIS NOTE TO ENDORSE
OR ASSIGN ANY SUCH PAYMENT, DISTRIBUTION OR SECURITY, EACH HOLDER OF ANY SENIOR
FINANCING OBLIGATIONS IS HEREBY IRREVOCABLY AUTHORIZED TO ENDORSE OR ASSIGN THE
SAME. IF ANY HOLDER OF THE SENIOR FINANCING OBLIGATIONS IS REQUIRED IN
CONNECTION WITH ANY PROCEEDING OR OTHERWISE TO DISGORGE, TURNOVER OR OTHERWISE
PAY ANY AMOUNT TO THE ESTATE OF THE MAKER OR ANY OF ITS SUBSIDIARIES, BECAUSE
SUCH AMOUNT WAS AVOIDED OR ORDERED TO BE PAID OR DISGORGED FOR ANY REASON,
INCLUDING WITHOUT LIMITATION BECAUSE IT WAS FOUND TO BE A FRAUDULENT OR
PREFERENTIAL TRANSFER (A "RECOVERY"), WHETHER RECEIVED AS PROCEEDS OF SECURITY,
ENFORCEMENT OF ANY RIGHT OF SET-OFF OR OTHERWISE, THEN THE SENIOR FINANCING
OBLIGATIONS SHALL BE REINSTATED TO THE EXTENT OF SUCH RECOVERY AND DEEMED TO BE
OUTSTANDING AS IF SUCH PAYMENT HAD NOT OCCURRED AND THE SENIOR FINANCING
OBLIGATIONS, SHALL BE DEEMED NOT TO HAVE BEEN PAID.
(G)
REMEDIES.
NO HOLDER OF THIS NOTE (INCLUDING
THE PAYEE) SHALL EXERCISE ANY REMEDIES UNLESS SUCH HOLDER SHALL HAVE GIVEN
WRITTEN NOTICE TO THE MAKER AND THE REPRESENTATIVE (1) THAT IT IS PRESENTLY
ENTITLED TO EXERCISE REMEDIES AND (2) THAT IT INTENDS TO EXERCISE SUCH REMEDIES,
AND A PERIOD OF AT LEAST 150 DAYS SHALL HAVE ELAPSED FROM THE RECEIPT OF SUCH
NOTICE (THE "REMEDIES NOTICE") BY THE REPRESENTATIVE; PROVIDED, THAT THE PERIOD
DURING WHICH THE HOLDER SHALL BE PROHIBITED FROM EXERCISING REMEDIES SHALL
TERMINATE UPON THE EARLIEST TO OCCUR OF SUCH 150-DAY PERIOD (THE "STANDSTILL
PERIOD"), OR ANY OF THE FOLLOWING: (A) THE ACCELERATION OF THE SENIOR FINANCING
OBLIGATIONS, (B) THE FILING OF ANY VOLUNTARY PROCEEDING RELATING TO THE MAKER,
(C) THE FILING OF ANY INVOLUNTARY PROCEEDING RELATING TO THE MAKER WHICH IS NOT
DISMISSED WITHIN 60 DAYS, OR (D) THE PAYMENT-IN-FULL OF THE SENIOR FINANCING
OBLIGATIONS.
UPON THE TERMINATION OF ANY STANDSTILL PERIOD, THEN THE HOLDER
MAY, AT ITS SOLE ELECTION, EXERCISE ANY AND ALL REMEDIES (INCLUDING ACCELERATION
OF THE MATURITY OF THIS NOTE) AVAILABLE TO IT; PROVIDED THAT THE PAYMENT
BLOCKAGE PERIOD OR AN INDEFINITE BLOCKAGE PERIOD UNDER A PAYMENT DEFAULT, AS THE
CASE MAY BE, (IF NOT ALSO TERMINATED) SHALL CONTINUE FOR ITS APPLICABLE PERIOD
NOTWITHSTANDING THE TERMINATION OF THE STANDSTILL PERIOD.
(H)
SECURITY.
UNTIL PAYMENT-IN-FULL OF THE
SENIOR FINANCING OBLIGATIONS, THE HOLDER OF THIS NOTE WILL NOT ASK, DEMAND,
ACCEPT, RECEIVE OR RETAIN (I) ANY GUARANTEE OF THIS NOTE FROM ANY PERSON (EXCEPT
AS AND TO THE EXTENT CONTEMPLATED BY ANY SELLER SUBORDINATED NOTE REFINANCING
INDEBTEDNESS UNDER THE SENIOR FINANCING AGREEMENT), OR (II) ANY COLLATERAL
SECURITY FOR THE PAYMENT OF THIS NOTE, OR ANY OTHER FORM OF PAYMENT ASSURANCE
(OTHER THAN ANY GUARANTEE CONTEMPLATED UNDER CLAUSE (I) ABOVE) AS TO THIS NOTE,
FROM THE MAKER OR ANY OTHER PERSON.
(I)
OBLIGATIONS.
THE PROVISIONS OF THIS
SECTION 4 ARE SOLELY FOR THE PURPOSE OF DEFINING THE RELATIVE RIGHTS OF THE
HOLDERS OF SENIOR FINANCING OBLIGATIONS,