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3. The Subordinate Creditor shall not receive,or take any action to collect or enforce,payment
<br /> from the Debtor, and the Debtor shall not make payment to the Subordinate Creditor, of the
<br /> 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 1.a., above.
<br /> 4. Without the prior written consent of the Bank,the Subordinate Creditor shall not receive,or
<br /> 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 allocable
<br /> to the Creditor's Claim and which would be payable or deliverable to the Subordinate Creditor in the
<br /> absence of the provisions of this Agreement shall be paid and delivered directly to the Bank for
<br /> application by the Bank as hereinafter provided,regardless of whether the Subordinate Creditor or the
<br /> Bank or both file a claim on behalf of the Creditor's Claim in any such proceeding. The Bank is
<br /> irrevocably authorized,at its option,but is under no duty or obligation, (a) to represent the Subordinate
<br /> Creditor in any such proceeding, and (b) in its own name or otherwise,to make proof of,and receive
<br /> any payments and property allocated or declared for payment or delivery on account of the Creditor's
<br /> Claim in any such proceeding. For such purposes, the Subordinate Creditor further agrees at the
<br /> Bank's request to deliver to the Bank a separate instrument of assignment assigning the Creditor's Claim
<br /> to the Bank. The Bank may apply all payments and property it receives on such of the Bank's Claim as
<br /> it shall then elect,until full payment of all of the Bank's Claim.
<br /> 6. If the Subordinate Creditor receives any payment or property in violation of the terms 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 otherwise
<br /> realize upon the Property or any other security for the Bank's Claim, or (b) any act by the Bank in
<br /> releasing, canceling or surrendering all or part of such security, or in extending the time for payment
<br /> with respect to all or any part of the Bank's Claim or such security, or in enforcing or realizing upon
<br /> such security, or (c) any other act or omission by the Bank or any other person or entity,or any other
<br /> thing. No notice need be given to the Subordinate Creditor at any time of the Bank's Claim or the
<br /> amount thereof, whether now existing or later arising, or any increase or decrease therein, or any
<br /> payment thereof, or with respect to any security, or in any other respect.
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