THE JUNIOR OBLIGATIONS; AND FOLLOWING COMMENCEMENT OF
A BANKRUPTCY CASE, ANY PAYMENT OR DISTRIBUTION OF ASSETS OF THE COMPANY OF ANY
KIND OR CHARACTER, WHETHER IN CASH, PROPERTY OR SECURITIES, TO WHICH ANY JUNIOR
OBLIGEE WOULD BE ENTITLED, EXCEPT FOR THE PROVISIONS HEREOF, SHALL BE PAID BY
THE COMPANY OR ANY OTHER PERSON MAKING SUCH PAYMENT OR DISTRIBUTION, OR BY THE
JUNIOR OBLIGEE IF RECEIVED BY IT, DIRECTLY TO THE NOTEHOLDERS, TO THE EXTENT
NECESSARY TO RESULT IN ALL SENIOR OBLIGATIONS BEING PAID IN FULL, BEFORE ANY
PAYMENT OR DISTRIBUTION IS MADE TO THE JUNIOR OBLIGEE.
(A)
IN ANY BANKRUPTCY CASE BY OR AGAINST THE COMPANY,
(I)
THE NOTEHOLDERS MAY, AND ARE HEREBY IRREVOCABLY
AUTHORIZED AND EMPOWERED (IN THEIR OWN NAME OR IN THE NAME OF THE JUNIOR OBLIGEE
OR OTHERWISE), BUT SHALL HAVE NO OBLIGATION, TO, (A) DEMAND, SUE FOR, COLLECT
AND RECEIVE EVERY PAYMENT OR DISTRIBUTION REFERRED TO IN THIS SECTION 2.2 AND
GIVE ACQUITTANCE THEREFOR AND (B) FILE CLAIMS AND PROOFS OF CLAIM IN RESPECT OF
THE JUNIOR OBLIGATIONS AND TAKE SUCH OTHER ACTION (INCLUDING, WITHOUT
LIMITATION, VOTING THE JUNIOR OBLIGATIONS OR ENFORCING ANY SECURITY INTEREST OR
OTHER LIEN SECURING PAYMENT OF THE JUNIOR OBLIGATIONS) AS THE NOTEHOLDERS MAY
REASONABLY DEEM NECESSARY OR ADVISABLE FOR THE EXERCISE OR ENFORCEMENT OF ANY OF
THE RIGHTS OR INTERESTS OF THE NOTEHOLDERS HEREUNDER, PROVIDED THAT THE
NOTEHOLDERS MAY ONLY FILE CLAIMS AND PROOFS OF CLAIMS IN RESPECT OF THE JUNIOR
OBLIGATIONS IF THERE SHALL REMAIN NOT MORE THAN 30 DAYS BEFORE SUCH ACTION IS
BARRED, PROHIBITED OR OTHERWISE CANNOT BE TAKEN; AND
(1)
INSERT DATE THAT IS TWO YEAR ANNIVERSARY OF THE CLOSING DATE.
(II)
THE JUNIOR OBLIGEE WILL DULY AND PROMPTLY TAKE SUCH
ACTION AS THE NOTEHOLDERS MAY REASONABLY REQUEST (A) TO COLLECT THE JUNIOR
OBLIGATIONS FOR THE ACCOUNT OF THE NOTEHOLDERS AND TO FILE APPROPRIATE CLAIMS OR
PROOFS OF CLAIM WITH RESPECT THERETO, (B) TO EXECUTE AND DELIVER TO THE
NOTEHOLDERS SUCH POWERS OF ATTORNEY, ASSIGNMENTS OR OTHER INSTRUMENTS AS THE
NOTEHOLDERS MAY REQUEST IN ORDER TO ENABLE IT TO ENFORCE ANY AND ALL CLAIMS WITH
RESPECT TO, AND ANY SECURITY INTERESTS AND OTHER LIENS SECURING PAYMENT OF, THE
JUNIOR OBLIGATIONS, AND (C) TO COLLECT AND RECEIVE FOR THE ACCOUNT OF THE
NOTEHOLDERS ANY AND ALL PAYMENTS OR DISTRIBUTIONS WHICH MAY BE PAYABLE OR
DELIVERABLE UPON OR WITH RESPECT TO THE JUNIOR OBLIGATIONS.
2.4
PAYMENTS HELD IN TRUST/TURNOVER.
IN THE EVENT THAT,
NOTWITHSTANDING THE FOREGOING, ANY PAYMENT OR DISTRIBUTION OF ASSETS OF THE
COMPANY, WHETHER IN CASH, PROPERTY OR SECURITIES, PROHIBITED BY THIS AGREEMENT
SHALL BE RECEIVED BY ANY JUNIOR OBLIGEE BEFORE ALL SENIOR OBLIGATIONS ARE PAID
IN FULL SUCH PAYMENT OR DISTRIBUTION SHALL BE HELD IN TRUST FOR THE BENEFIT OF
AND SHALL BE PAID OVER TO OR DELIVERED TO THE NOTEHOLDERS, UNTIL ALL SUCH SENIOR
OBLIGATIONS SHALL HAVE BEEN PAID IN FULL.
2.5
SUBROGATION, ETC.
NO PAYMENT OR DISTRIBUTION TO THE NOTEHOLDERS
PURSUANT TO THE PROVISIONS OF THIS AGREEMENT SHALL ENTITLE ANY JUNIOR OBLIGEE