RESPECT OF SUCH DEFAULT OR
EVENT OF DEFAULT (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SUE THE MAKER OR
THE RIGHT TO FILE OR PARTICIPATE IN ANY INVOLUNTARY BANKRUPTCY PROCEEDING
AGAINST THE MAKER BUT EXCLUDING THE IMPOSITION OF DEFAULT INTEREST RATE).
(I)
"REPRESENTATIVE" MEANS THE
ADMINISTRATIVE AGENT FROM TIME TO TIME UNDER THE SENIOR FINANCING AGREEMENT.
THE CURRENT REPRESENTATIVE IS BANK OF AMERICA, N.A., WHOSE ADDRESS IS 231 S.
LASALLE ST., CHICAGO, IL 60604.
MAKER SHALL NOTIFY PAYEE OF ANY CHANGE OF THE
REPRESENTATIVE OR ITS ADDRESS FOR NOTICE.
9
(J)
"SENIOR FINANCING AGREEMENT" MEANS THAT
CERTAIN SENIOR SECURED TERM LOAN AND REVOLVING CREDIT FACILITY, DATED THE DATE
HEREOF, AMONG THE MAKER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY AS LENDERS THERETO, INCLUDING ANY
NOTES, MORTGAGES, GUARANTEES, COLLATERAL DOCUMENTS, INSTRUMENTS AND AGREEMENTS
EXECUTED IN CONNECTION THEREWITH, AND ANY AMENDMENTS, SUPPLEMENTS,
MODIFICATIONS, EXTENSIONS, REPLACEMENTS, RENEWALS, RESTATEMENTS, REFUNDINGS OR
REFINANCINGS THEREOF AND ANY ONE OR MORE INDENTURES OR CREDIT FACILITIES OR
COMMERCIAL PAPER FACILITIES WITH BANKS OR OTHER INSTITUTIONAL LENDERS OR
INVESTORS THAT EXTEND, REPLACE, REFUND, REFINANCE, RENEW OR DEFEASE ANY PART OF
THE LOANS, NOTES, OTHER CREDIT FACILITIES OR COMMITMENTS THEREUNDER, OTHER THAN
ANY SUCH REPLACEMENT, REFUNDING OR REFINANCING FACILITY OR INDENTURE THAT
INCREASES THE AMOUNT BORROWABLE THEREUNDER AND WHETHER BY THE SAME OR ANY OTHER
AGENT, LENDER OR GROUP OF LENDERS.
(K)
"SENIOR FINANCING OBLIGATIONS" MEANS
(I) (A) ALL INDEBTEDNESS, OBLIGATIONS AND LIABILITIES, WHETHER NOW EXISTING OR
HEREAFTER ARISING, OF THE MAKER, FOR OR IN CONNECTION WITH MONEY BORROWED OR
OTHER CREDIT OR FINANCIAL ACCOMMODATIONS EXTENDED (WHETHER IN THE FORM OF LOANS
OR OTHERWISE) FROM TIME TO TIME UNDER THE SENIOR FINANCING AGREEMENT, UNDER
LETTERS OF CREDIT, OR OTHERWISE, INCLUDING (X) ALL PRINCIPAL OF AND INTEREST
(INCLUDING POST-PETITION INTEREST IN A BANKRUPTCY OR SIMILAR PROCEEDING WHETHER
OR NOT ALLOWED) ON ALL SUCH BORROWINGS AND OTHER CREDIT OR FINANCIAL
ACCOMMODATIONS EXTENDED UNDER THE SENIOR FINANCING AGREEMENT, (Y) ALL FEES,
CHARGES, PREMIUMS (IF ANY) AND COSTS OF COLLECTION, ATTORNEYS' FEES AND OTHER
EXPENSES PAYABLE BY THE MAKER AND ALL OTHER AMOUNTS PAYABLE BY THE MAKER UNDER,
AND ALL OTHER CLAIMS (INCLUDING WITHOUT LIMITATION CLAIMS ARISING OUT OF
BREACHES OF REPRESENTATIONS, WARRANTIES OR COVENANTS) PAYABLE BY THE MAKER
ARISING OUT OF, THE SENIOR FINANCING AGREEMENT AND (Z) ANY SUCH INDEBTEDNESS,
OBLIGATIONS AND LIABILITIES PAYABLE BY THE MAKER AS FROM TIME TO TIME ARISE IN
CONNECTION WITH ANY COLLATERAL FOR OR GUARANTIES OF SUCH BORROWINGS AND OTHER
CREDIT OR FINANCIAL ACCOMMODATIONS, AND (B) ANY DEFERRALS, RENEWALS AND
EXTENSIONS OF ANY OF THE FOREGOING.
SECTION 6.
ADDITIONAL PROVISIONS.
(A)
MAKER AGREES TO PAY ALL COSTS OF COLLECTION
HEREOF WHEN INCURRED, INCLUDING REASONABLE ATTORNEYS' FEES, WHETHER OR NOT ANY
ACTION SHALL BE INSTITUTED TO ENFORCE THIS NOTE.
(B)
IT IS EXPRESSLY STIPULATED AND AGREED TO BE
THE INTENT OF MAKER AND PAYEE TO COMPLY AT ALL TIMES WITH THE APPLICABLE LAW NOW
OR HEREAFTER GOVERNING BOTH THE TERMS OF THIS NOTE AND THE INTEREST PAYABLE ON
THIS