DISTRIBUTIONS DESCRIBED IN SECTION 6 ABOVE AND GIVE ACQUITTANCE THEREFOR AND TO
FILE CLAIMS AND TAKE SUCH OTHER ACTIONS, IN THE NAME OF SUCH SENIOR CREDITOR OR
IN THE NAME OF THE JUNIOR CREDITOR OR OTHERWISE, AS SUCH SENIOR CREDITOR MAY
DEEM NECESSARY OR ADVISABLE FOR THE ENFORCEMENT OF THIS AGREEMENT.
TO THE
EXTENT THAT PAYMENTS OF DISTRIBUTIONS ARE MADE IN PROPERTY OTHER THAN CASH, THE
JUNIOR CREDITOR AUTHORIZES EACH SENIOR CREDITOR TO SELL SUCH PROPERTY TO SUCH
BUYERS AND ON SUCH TERMS AS THE SENIOR CREDITOR, IN ITS SOLE
5
DISCRETION, SHALL DETERMINE.
THE JUNIOR CREDITOR WILL EXECUTE AND DELIVER TO
THE SENIOR CREDITORS SUCH POWERS OF ATTORNEY, ASSIGNMENTS AND OTHER INSTRUMENTS
OR DOCUMENTS, INCLUDING DEBENTURES (TOGETHER WITH SUCH ASSIGNMENTS OR
ENDORSEMENTS AS THE SENIOR CREDITORS SHALL DEEM NECESSARY), AS MAY BE REASONABLY
REQUESTED BY THE SENIOR CREDITORS IN ORDER TO ENABLE THE SENIOR CREDITORS TO
ENFORCE ANY AND ALL CLAIMS UPON OR WITH RESPECT TO ANY OR ALL OF THE
SUBORDINATED 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 TO THE SUBORDINATED DEBT, ALL FOR THE SENIOR CREDITORS' OWN BENEFIT.
SECTION 8.
PAYMENTS RECEIVED BY THE JUNIOR CREDITOR.
EXCEPT FOR
PERMITTED PAYMENTS, IF THE JUNIOR CREDITOR RECEIVES ANY PAYMENT OR DISTRIBUTION
OR SECURITY OR INSTRUMENT OR PROCEEDS THEREOF FROM ANY BORROWER OR ANY OTHER
PERSON LIABLE FOR ALL OR ANY PART OF THE SENIOR DEBT UPON OR WITH RESPECT TO THE
SUBORDINATED DEBT PRIOR TO THE INDEFEASIBLE PAYMENT IN FULL OF THE SENIOR DEBT
AND TERMINATION OF ALL FINANCING ARRANGEMENTS BETWEEN THE BORROWERS AND THE
SENIOR CREDITORS PURSUANT TO THE CREDIT AGREEMENT, THE JUNIOR CREDITOR SHALL
RECEIVE AND HOLD THE SAME IN TRUST, AS TRUSTEE, FOR THE BENEFIT OF THE SENIOR
CREDITORS AND SHALL FORTHWITH DELIVER THE SAME TO THE AGENT IN PRECISELY THE
FORM RECEIVED (EXCEPT FOR THE ENDORSEMENT OR ASSIGNMENT BY THE JUNIOR CREDITOR
WHERE NECESSARY), FOR APPLICATION ON ANY OF THE SENIOR DEBT, DUE OR NOT DUE AND,
UNTIL SO DELIVERED, THE SAME SHALL BE HELD IN TRUST BY THE JUNIOR CREDITOR AS
THE PROPERTY OF THE SENIOR CREDITORS.
IN THE EVENT OF THE FAILURE OF THE JUNIOR
CREDITOR TO MAKE ANY SUCH ENDORSEMENT OR ASSIGNMENT TO THE SENIOR CREDITORS, FOR
THE BENEFIT OF THE SENIOR CREDITORS, EACH SENIOR CREDITOR, OR ANY OF ITS
OFFICERS OR EMPLOYEES, IS HEREBY IRREVOCABLY AUTHORIZED, AS THE JUNIOR
CREDITOR'S ATTORNEY-IN-FACT, TO MAKE THE SAME.
SECTION 9.
CONTINUING NATURE OF SUBORDINATION.
THIS AGREEMENT
SHALL BE EFFECTIVE AND MAY NOT BE TERMINATED OR OTHERWISE REVOKED BY THE JUNIOR
CREDITOR UNTIL THE SENIOR DEBT SHALL HAVE BEEN FULLY PAID AND DISCHARGED AND ALL
FINANCING ARRANGEMENTS BETWEEN THE BORROWERS AND THE SENIOR CREDITORS PURSUANT
TO THE CREDIT AGREEMENT HAVE BEEN TERMINATED.
THIS IS A CONTINUING AGREEMENT OF
SUBORDINATION AND THE SENIOR CREDITORS MAY CONTINUE, AT ANY TIME AND WITHOUT
NOTICE TO THE JUNIOR CREDITOR, TO EXTEND CREDIT OR OTHER FINANCIAL
ACCOMMODATIONS AND LOAN MONIES TO