THE SALE OF ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS (OTHER THAN THE SALE OF ASSETS IN
ACCORDANCE WITH THE ASSET PURCHASE AGREEMENT IN WHICH THE JUNIOR DEBT IS OFFSET
AGAINST THE PURCHASE PRICE OTHERWISE PAYABLE BY THE JUNIOR CREDITOR AT THE
CLOSING THEREUNDER), THEN, AND IN ANY SUCH EVENT, (A) THE HOLDERS OF SENIOR DEBT
SHALL BE ENTITLED TO RECEIVE PAYMENT IN FULL IN CASH OF ANY AND ALL OF THE
SENIOR DEBT PRIOR TO THE PAYMENT OF ALL OR ANY PART OF THE JUNIOR DEBT, AND (B)
ANY PAYMENT OR DISTRIBUTION OF ANY KIND OR CHARACTER, WHETHER IN CASH,
SECURITIES OR OTHER PROPERTY, WHICH SHALL BE PAYABLE OR DELIVERABLE UPON OR WITH
RESPECT TO ANY OR ALL OF THE JUNIOR DEBT SHALL BE PAID OR DELIVERED DIRECTLY TO
THE HOLDERS OF SENIOR DEBT FOR RATABLE APPLICATION ON ANY OF THE SENIOR DEBT,
DUE OR NOT DUE, UNTIL SUCH SENIOR DEBT (EXCLUSIVE OF CONTINGENT INDEMNIFICATION
OBLIGATIONS TO THE EXTENT THAT NO CLAIM GIVING RISE THERETO HAS BEEN ASSERTED)
SHALL HAVE FIRST BEEN FULLY PAID AND SATISFIED.
IN ORDER TO ENABLE THE SENIOR
CREDITOR TO ENFORCE ITS RIGHTS HEREUNDER IN ANY OF THE
5
AFORESAID ACTIONS OR PROCEEDINGS, THE SENIOR CREDITOR IS HEREBY IRREVOCABLY
AUTHORIZED AND EMPOWERED, IN ITS DISCRETION, TO MAKE AND PRESENT FOR AND ON
BEHALF OF THE JUNIOR CREDITOR SUCH PROOFS OF CLAIM AGAINST THE COMPANY ON
ACCOUNT OF THE JUNIOR DEBT AS THE SENIOR CREDITOR MAY DEEM EXPEDIENT OR PROPER
(BUT ONLY IF THE JUNIOR CREDITOR DOES NOT MAKE OR PRESENT SUCH PROOFS OF CLAIM
WITHIN TEN (10) DAYS PRIOR TO THE PROOF OF CLAIMS FILING BAR DATE) AND TO VOTE
SUCH PROOFS OF CLAIM IN ANY SUCH PROCEEDING (BUT ONLY IF THE JUNIOR CREDITOR
DOES NOT TIMELY VOTE SUCH PROOFS OF CLAIM) AND TO RECEIVE AND COLLECT ANY AND
ALL DIVIDENDS OR OTHER PAYMENTS OR DISBURSEMENTS MADE THEREON IN WHATEVER FORM
THE SAME MAY BE PAID OR ISSUED AND TO APPLY THE SAME ON ACCOUNT OF ANY OF THE
SENIOR DEBT.
THE JUNIOR CREDITOR IRREVOCABLY AUTHORIZES AND EMPOWERS THE SENIOR
CREDITOR TO DEMAND, SUE FOR, COLLECT AND RECEIVE EACH OF THE AFORESAID PAYMENTS
AND DISTRIBUTIONS AND GIVE ACQUITTANCE THEREFOR AND TO FILE CLAIMS AND TAKE SUCH
OTHER ACTIONS, IN THE SENIOR CREDITOR'S OWN NAME OR IN THE NAME OF THE JUNIOR
CREDITOR OR OTHERWISE, AS THE SENIOR CREDITOR MAY DEEM NECESSARY OR ADVISABLE
FOR THE ENFORCEMENT OF THIS AGREEMENT; AND THE JUNIOR CREDITOR WILL EXECUTE AND
DELIVER TO THE SENIOR CREDITOR SUCH POWERS OF ATTORNEY, ASSIGNMENTS AND OTHER
INSTRUMENTS OR DOCUMENTS, INCLUDING NOTES (TOGETHER WITH SUCH ASSIGNMENTS OR
ENDORSEMENTS AS THE SENIOR CREDITOR SHALL DEEM NECESSARY), AS MAY BE REQUESTED
BY THE SENIOR CREDITOR IN ORDER TO ENABLE THE SENIOR CREDITOR TO ENFORCE ANY AND
ALL CLAIMS UPON OR WITH RESPECT TO ANY OR ALL OF THE JUNIOR DEBT AND TO COLLECT
AND RECEIVE ANY AND ALL PAYMENTS AND DISTRIBUTIONS WHICH MAY BE PAYABLE OR
DELIVERABLE AT ANY TIME UPON OR WITH RESPECT