AN OWNERSHIP INTEREST IN
THE TRUST ESTATE, PROCEEDINGS UNDER TITLE 11 OF THE UNITED STATES CODE OR ANY
OTHER APPLICABLE FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW,
OR IF A RECEIVER, ASSIGNEE OR TRUSTEE IN BANKRUPTCY OR REORGANIZATION,
LIQUIDATOR, SEQUESTRATOR OR SIMILAR OFFICIAL SHALL HAVE BEEN APPOINTED FOR OR
TAKEN POSSESSION OF THE ISSUER OR ITS PROPERTY OR SUCH OTHER OBLIGOR OR PERSON,
OR IF THERE SHALL BE PENDING ANY OTHER COMPARABLE JUDICIAL PROCEEDINGS RELATIVE
TO THE ISSUER OR ANY OTHER OBLIGOR UPON THE NOTES, OR TO THE CREDITORS OR
PROPERTY OF THE ISSUER OR SUCH OTHER OBLIGOR, THE INDENTURE TRUSTEE,
IRRESPECTIVE OF WHETHER THE PRINCIPAL OF ANY NOTES SHALL THEN BE DUE AND PAYABLE
AS THEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE AND IRRESPECTIVE OF WHETHER
THE INDENTURE TRUSTEE SHALL HAVE MADE ANY DEMAND PURSUANT TO THE PROVISIONS OF
THIS SECTION 5.3, SHALL BE ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH
PROCEEDINGS OR OTHERWISE:
(I)
TO FILE AND PROVE A CLAIM OR CLAIMS FOR THE WHOLE AMOUNT OF
PRINCIPAL AND INTEREST OWING AND UNPAID IN RESPECT OF THE NOTES AND TO FILE SUCH
OTHER PAPERS OR DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE
CLAIMS OF THE INDENTURE TRUSTEE (INCLUDING ANY CLAIM FOR REASONABLE COMPENSATION
TO THE INDENTURE TRUSTEE AND EACH PREDECESSOR INDENTURE TRUSTEE, AND THEIR
RESPECTIVE AGENTS, ATTORNEYS AND COUNSEL, AND ALL OTHER AMOUNTS DUE AND OWING TO
THE INDENTURE TRUSTEE PURSUANT TO SECTION 6.7) AND OF THE NOTEHOLDERS ALLOWED IN
SUCH PROCEEDINGS;
(II)
UNLESS PROHIBITED BY APPLICABLE LAW AND REGULATIONS, TO VOTE ON
BEHALF OF THE NOTEHOLDERS IN ANY ELECTION OF A TRUSTEE, A STANDBY TRUSTEE OR
PERSON PERFORMING SIMILAR FUNCTIONS IN ANY SUCH PROCEEDINGS;
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(III)
TO COLLECT AND RECEIVE ANY MONIES OR OTHER PROPERTY PAYABLE OR
DELIVERABLE ON ANY SUCH CLAIMS AND TO PAY ALL AMOUNTS RECEIVED WITH RESPECT TO
THE CLAIMS OF THE NOTEHOLDERS AND OF THE INDENTURE TRUSTEE ON THEIR BEHALF; AND
(IV)
TO FILE SUCH PROOFS OF CLAIM AND OTHER PAPERS OR DOCUMENTS AS MAY
BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE CLAIMS OF THE INDENTURE TRUSTEE
OR THE NOTEHOLDERS ALLOWED IN ANY JUDICIAL PROCEEDINGS RELATIVE TO THE ISSUER,
ITS CREDITORS AND ITS PROPERTY;
and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of the Noteholders to make
payments to the Indenture Trustee and, in the event that the Indenture Trustee
shall consent to the making of payments directly to the Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee and each predecessor Indenture Trustee,
and their respective agents, attorneys and counsel, and all other amounts due
and owing to the Indenture Trustee pursuant to Section 6.7.
(E)
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO AUTHORIZE THE
INDENTURE TRUSTEE TO AUTHORIZE OR CONSENT TO OR VOTE FOR OR ACCEPT OR ADOPT ON
BEHALF OF ANY NOTEHOLDER ANY PLAN OF REORGANIZATION, ARRANGEMENT,