PARTIES TO THE PURCHASE AGREEMENT UNDER SECTION 1E OF THE
PURCHASE AGREEMENT.
BC LLC, PARENT AND THE HOLDER OF THIS NOTE AGREE TO TAKE
SUCH ACTION AS MAY BE REASONABLY REQUESTED BY ANY OF THE FOREGOING PERSONS TO
3
MAKE REASONABLY APPARENT TO A THIRD PARTY THAT ANY SUCH REDUCTION OR INCREASE OF
ANY SUCH PORTION OF THIS NOTE HAS BEEN EFFECTED.
(D)
SCHEDULE OF ADJUSTMENT.
THE DATE AND AMOUNT OF ANY REDUCTION OR
INCREASE OF PRINCIPAL AND INTEREST ON THIS NOTE PURSUANT TO SECTION 2(C) HEREOF
SHALL BE NOTED BY THE HOLDER HEREOF ON SCHEDULE I ANNEXED HERETO AND MADE A PART
HEREOF; PROVIDED, HOWEVER, THAT THE FAILURE OF THE HOLDER TO MAKE, OR ANY ERROR
IN MAKING, ANY SUCH NOTATION SHALL NOT LIMIT, EXPAND OR OTHERWISE AFFECT THE
OBLIGATIONS OF THE PAYORS UNDER THE NOTES.
3.
MANNER OF PAYMENT.
(A)
ALLOCATION.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EACH
PAYMENT WITH RESPECT TO THIS NOTE SHALL FIRST BE APPLIED TO PAYMENT OF ACCRUED
AND UNPAID INTEREST AND, AFTER PAYMENT OF ALL SUCH INTEREST, THEN TO PAYMENT OF
OUTSTANDING PRINCIPAL.
(B)
PRO RATA PAYMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN
THE NOTES, ALL PAYMENTS TO THE HOLDERS OF THE NOTES (WHETHER FOR PRINCIPAL,
INTEREST OR OTHER AMOUNTS THEREON) SHALL BE MADE PRO RATA AMONG SUCH HOLDERS
BASED UPON THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE NOTES HELD BY EACH SUCH
HOLDER.
IF ANY HOLDER OF A NOTE OBTAINS ANY PAYMENT (WHETHER VOLUNTARY,
INVOLUNTARY, BY APPLICATION OF OFFSET OR OTHERWISE) OF PRINCIPAL, INTEREST OR
OTHER AMOUNT WITH RESPECT TO ANY NOTE IN EXCESS OF SUCH HOLDER'S PRO RATA SHARE
OF SUCH PAYMENTS OBTAINED BY ALL HOLDERS OF THE NOTES (OTHER THAN AS EXPRESSLY
PROVIDED IN THE NOTES), BY ACCEPTANCE OF A NOTE, EACH SUCH HOLDER AGREES TO
PURCHASE FROM THE OTHER HOLDERS OF THE NOTES SUCH PARTICIPATION IN THE NOTES
HELD BY THEM AS IS NECESSARY TO CAUSE SUCH HOLDERS TO SHARE THE EXCESS PAYMENT
RATABLY AMONG EACH OF THEM AS PROVIDED IN THIS SECTION 3(B).
4.
GUARANTORS.
IN ORDER TO GUARANTEE THE PROMPT PAYMENT OF ALL
OBLIGATIONS, LIABILITIES OR SUMS DUE OR TO BECOME DUE UNDER THE NOTES, PARENT
AND THE SUBSIDIARY OBLIGORS SHALL CAUSE EACH CREDIT PARTY TO EXECUTE THAT
CERTAIN GUARANTY, DATED AS OF THE EFFECTIVE DATE (THE "GUARANTY").
IN ADDITION,
IN THE EVENT THAT ANY PERSON HEREAFTER BECOMES A CREDIT PARTY, THE PAYORS SHALL
CAUSE SUCH PERSON TO PROMPTLY (BUT IN ANY EVENT WITHIN FIVE (5) DAYS AFTER
BECOMING A CREDIT PARTY) EXECUTE AND DELIVER TO THE HOLDERS OF THE NOTES A
WRITTEN UNDERTAKING (IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
MAJORITY HOLDERS) IN FAVOR OF THE HOLDERS OF THE NOTES PURSUANT TO WHICH SUCH
PERSON ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THE GUARANTY AS A
GUARANTOR THEREUNDER.
5.
EVENTS OF DEFAULT.
(A)
DEFINITION.
FOR PURPOSES OF THIS NOTE, AN "EVENT OF DEFAULT"
SHALL BE DEEMED TO HAVE OCCURRED IF ANY ONE OR MORE OF THE FOLLOWING CONDITIONS
OR EVENTS