ANY UNPAID PRINCIPAL OF THIS NOTE SHALL ONLY BECOME DUE AND PAYABLE
ON THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE DATE ON WHICH ALL
INVESTMENTS (AS DEFINED IN THE RECEIVABLES SALE AGREEMENT) AND OTHER AMOUNTS
THEN DUE AND OWING BY THE BUYER UNDER THE TRANSACTION DOCUMENTS HAVE BEEN PAID
IN FULL. SUBJECT TO THE SUBORDINATION PROVISIONS, THE PRINCIPAL AMOUNT OF AND
ACCRUED INTEREST ON THIS NOTE MAY BE PREPAID ON ANY BUSINESS DAY WITHOUT PREMIUM
OR PENALTY; PROVIDED, THAT NO PREPAYMENT SHALL BE MADE BY BUYER TO THE EXTENT
THAT SUCH PREPAYMENT WOULD RESULT IN A DEFAULT IN THE PAYMENT OF ANY OTHER
AMOUNT REQUIRED TO BE PAID BY BUYER UNDER ANY TRANSACTION DOCUMENT.
2
7.
SUBORDINATION PROVISIONS.
BUYER COVENANTS AND AGREES, AND THE
HOLDER, BY ITS ACCEPTANCE OF THIS NOTE, LIKEWISE COVENANTS AND AGREES, THAT THE
PAYMENT OF ALL JUNIOR LIABILITIES IS HEREBY EXPRESSLY SUBORDINATED IN RIGHT OF
PAYMENT TO THE PAYMENT AND PERFORMANCE OF THE SENIOR INTERESTS TO THE EXTENT AND
IN THE MANNER SET FORTH IN THIS PARAGRAPH:
(A)
IN THE EVENT OF ANY BANKRUPTCY PROCEEDING, THE SENIOR INTERESTS
SHALL FIRST BE PAID AND PERFORMED IN FULL AND IN CASH BEFORE THE HOLDER SHALL BE
ENTITLED TO RECEIVE AND TO RETAIN ANY PAYMENT OR DISTRIBUTION IN RESPECT OF THE
JUNIOR LIABILITIES. IN ORDER TO IMPLEMENT THE FOREGOING: (I) ALL PAYMENTS AND
DISTRIBUTIONS OF ANY KIND OR CHARACTER IN RESPECT OF THE JUNIOR LIABILITIES TO
WHICH THE HOLDER WOULD BE ENTITLED EXCEPT FOR THIS CLAUSE (A) SHALL BE MADE
DIRECTLY TO THE AGENT (FOR THE BENEFIT OF ITSELF AND THE PURCHASERS), AND
(II) IF A BANKRUPTCY PROCEEDING HAS BEEN COMMENCED, THE HOLDER SHALL PROMPTLY
FILE A CLAIM OR CLAIMS, IN THE FORM REQUIRED IN SUCH BANKRUPTCY PROCEEDING, FOR
THE FULL OUTSTANDING AMOUNT OF THE JUNIOR LIABILITIES, AND SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SAID CLAIM OR CLAIMS TO BE APPROVED AND
ALL PAYMENTS AND OTHER DISTRIBUTIONS IN RESPECT THEREOF TO BE MADE DIRECTLY TO
THE AGENT (FOR THE BENEFIT OF ITSELF AND THE PURCHASERS) UNTIL THE SENIOR
INTERESTS SHALL HAVE BEEN PAID AND PERFORMED IN FULL AND IN CASH.
(B)
IN THE EVENT THAT THE HOLDER RECEIVES ANY PAYMENT OR OTHER
DISTRIBUTION OF ANY KIND OR CHARACTER FROM BUYER OR FROM ANY OTHER SOURCE
WHATSOEVER, IN PAYMENT OF THE JUNIOR LIABILITIES, AFTER THE COMMENCEMENT OF ANY
BANKRUPTCY PROCEEDING, SUCH PAYMENT OR OTHER DISTRIBUTION SHALL BE RECEIVED IN
TRUST FOR THE AGENT AND THE PURCHASERS AND SHALL BE TURNED OVER BY THE HOLDER TO
THE AGENT FORTHWITH.
(C)
UPON THE FINAL INDEFEASIBLE PAYMENT IN FULL AND IN CASH OF ALL
SENIOR INTERESTS, THE HOLDER SHALL BE SUBROGATED TO THE RIGHTS OF THE AGENT AND
THE PURCHASERS TO RECEIVE PAYMENTS OR DISTRIBUTIONS FROM BUYER THAT ARE
APPLICABLE TO THE SENIOR INTERESTS UNTIL THE JUNIOR LIABILITIES ARE PAID IN
FULL.
(D)
THESE SUBORDINATION PROVISIONS ARE INTENDED SOLELY FOR THE PURPOSE
OF DEFINING THE RELATIVE RIGHTS OF THE HOLDER, ON THE ONE HAND, AND THE AGENT