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amount of indebtedness issued pursuant to the Loan Agreement to the sum Five
<br /> Million Four Hundred Seventy Nine Thousand Dollars ($5,479,000.00).
<br /> 3. The Subordinate Creditor shall not receive, or take any action to collect or enforce,
<br /> payment from the Debtor, and the Debtor shall not make payment to the Subordinate Creditor, of
<br /> the Creditor's Claim or any part thereof, except that, as long as Bank has not sent to Subordinated
<br /> Creditor and Debtor notice of Debtor's default under the terms of the Loan Agreement,the Debtor
<br /> may pay, and the Subordinate Creditor may receive payments pursuant to the Promissory Note
<br /> referenced in section La., above.
<br /> 4. Without the prior written consent of the Bank,the Subordinate Creditor shall not receive,
<br /> or take any action to collect or enforce,payment of the Creditor's Claim or any part thereof from any
<br /> debtor in possession, trustee in bankruptcy, receiver, or other liquidator of any part of the assets of
<br /> Debtor(the "Property").
<br /> 5. In the event of the bankruptcy of, or the appointment of a trustee, receiver or other
<br /> representative or liquidator for any of the property of the Debtor, or if the Debtor shall become the
<br /> subject of any proceeding of any character under any federal or state bankruptcy, reorganization,
<br /> receivership, liquidation, or insolvency act or law, all moneys and other property allocated or
<br /> allocable to the Creditor's Claim and which would be payable or deliverable to the Subordinate
<br /> Creditor in the absence of the provisions of this Agreement shall be paid and delivered directly to the
<br /> Bank for application by the Bank as hereinafter provided, regardless of whether the Subordinate
<br /> Creditor or the Bank or both file a claim on behalf of the Creditor's Claim in any such proceeding.
<br /> The Bank is irrevocably authorized,at its option,but is under no duty or obligation,(a)to represent
<br /> the Subordinate Creditor in any such proceeding, and (b) in its own name or otherwise, to make
<br /> proof of, and receive any payments and property allocated or declared for payment or delivery on
<br /> account of the Creditor's Claim in any such proceeding. For such purposes,the Subordinate Creditor
<br /> further agrees at the Bank's request to deliver to the Bank a separate instrument of assignment
<br /> assigning the Creditor's Claim to the Bank. The Bank may apply all payments and property it
<br /> receives on such of the Bank's Claim as it shall then elect, until full payment of all of the Bank's
<br /> Claim.
<br /> G. If the Subordinate Creditor receives any payment or property in violation of the tern-is of
<br /> this Agreement,the Subordinate Creditor shall forthwith pay over or deliver the same to the Bank to
<br /> be applied on the Bank's Claim whether or not then due.
<br /> 7. In event of any breach of this Agreement by the Debtor,the Bank may declare the Bank's
<br /> Claim immediately due and payable in full with notice as provided in the Loan Agreement.
<br /> B. General Provisions
<br /> 1. The Subordinate Creditor's and the Debtor's agreements and undertakings and the Bank's
<br /> rights and remedies shall not be affected or impaired by(a)any neglect or omission on the part of the
<br /> Bank to look to, preserve, protect, care for, insure, take possession of, collect, dispose of, or
<br /> otherwise realize upon the Property or any other security for the Bank's Claim, or(b)any act by the
<br /> Bank in releasing,canceling or surrendering all or part of such security,or in extending the time for
<br /> payment with respect to all or any part of the Bank's Claim or such security, or in enforcing or
<br /> realizing upon such security, or (c) any other act or omission by the Bank or any other person or
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