SUCH NOTICE SHALL NOT DIMINISH THE
JUNIOR CREDITOR'S RIGHTS UNDER ITS CREDITOR DOCUMENTS.
SECTION 5.
SUBORDINATED DEBT OWED ONLY TO THE JUNIOR CREDITOR.
THE JUNIOR CREDITOR WARRANTS AND REPRESENTS THAT THE JUNIOR CREDITOR HAS NOT
PREVIOUSLY ASSIGNED ANY INTEREST IN THE SUBORDINATED DEBT, THAT NO OTHER PERSON
OWNS AN INTEREST IN THE SUBORDINATED DEBT (WHETHER AS JOINT HOLDERS OF
SUBORDINATED DEBT, PARTICIPANTS OR OTHERWISE) AND THAT THE ENTIRE SUBORDINATED
DEBT IS OWING ONLY TO THE JUNIOR CREDITOR.
THE JUNIOR CREDITOR FURTHER
COVENANTS THAT THE ENTIRE SUBORDINATED DEBT SHALL CONTINUE TO BE OWING ONLY TO
THE JUNIOR CREDITOR UNLESS IT IS ASSIGNED OR PLEDGED TO THE JUNIOR CREDITOR'S
CREDITORS, OR, WITH THE PRIOR WRITTEN CONSENT OF THE SENIOR CREDITORS, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD BY THE SENIOR CREDITORS, TO A PERSON
WHO AGREES WITH THE SENIOR CREDITORS TO BE BOUND BY THE SUBORDINATION PROVISIONS
SET FORTH HEREIN.
SECTION 6.
PRIORITY.
IN THE EVENT OF (A) ANY DISTRIBUTION,
DIVISION, OR APPLICATION, PARTIAL OR COMPLETE, VOLUNTARY OR INVOLUNTARY, BY
OPERATION OF LAW OR OTHERWISE, OF ALL OR ANY PART OF THE ASSETS OF ANY BORROWER
OR THE PROCEEDS THEREOF TO THE CREDITORS OF ANY BORROWER OR TO THEIR CLAIMS
AGAINST ANY BORROWER, OR (B) ANY READJUSTMENT OF THE DEBT OR OBLIGATIONS OF ANY
BORROWER; WHETHER BY REASON OF LIQUIDATION, BANKRUPTCY, ARRANGEMENT,
RECEIVERSHIP, ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR ANY OTHER ACTION OR
PROCEEDING INVOLVING THE READJUSTMENT OF ALL OR ANY PART OF THE SENIOR DEBT OR
SUBORDINATED DEBT, OR THE APPLICATION OF THE ASSETS OF ANY BORROWER TO THE
PAYMENT OR LIQUIDATION THEREOF, OR (C) THE DISSOLUTION OR OTHER WINDING UP OF
THE BUSINESS OF ANY BORROWER, OR (D) THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF ANY BORROWER, THEN, AND IN ANY SUCH EVENT, THE SENIOR CREDITORS SHALL
BE ENTITLED TO RECEIVE PAYMENT IN FULL OF ALL OF THE SENIOR DEBT PRIOR TO THE
PAYMENT OF ALL OR ANY PART OF THE SUBORDINATED DEBT.
SECTION 7.
GRANT OF AUTHORITY TO SENIOR CREDITORS.
IN ORDER TO
ENABLE THE SENIOR CREDITORS TO ENFORCE ANY OF ITS RIGHTS HEREUNDER IN ANY OF THE
ACTIONS OR PROCEEDINGS DESCRIBED IN SECTION 6, EACH SENIOR CREDITOR IS HEREBY
IRREVOCABLY AUTHORIZED AND EMPOWERED, IN ITS DISCRETION, TO FILE AND PRESENT FOR
AND ON BEHALF OF THE JUNIOR CREDITOR SUCH PROOFS OF CLAIMS OR OTHER MOTIONS OR
PLEADINGS AS SUCH SENIOR CREDITOR MAY DEEM EXPEDIENT OR PROPER TO ESTABLISH SUCH
SENIOR CREDITORS' ENTITLEMENT OF PAYMENT FROM, OR ON BEHALF OF, THE JUNIOR
CREDITOR WITH RESPECT TO THE SUBORDINATED DEBT AND TO VOTE SUCH PROOFS OF CLAIMS
IN ANY SUCH PROCEEDING AND TO DEMAND, SUE FOR, 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 EACH SENIOR
CREDITOR TO DEMAND, SUE FOR, COLLECT AND RECEIVE EACH OF THE PAYMENTS AND