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3. Payments to Creditor. Notwithstanding the provisions of Section 2(a) hereof or any other provision of this Agreement, so long as (i) Borrower is in compliance with all financial covenants and reporting requirements contained in the Loan Documents; (ii) no other Event of Default (as defined in the Loan Agreement) has occurred or exists beyond any applicable notice and grace period; and (iii) a payment hereunder shall not give rise to or result in a breach of any affirmative or negative covenant contained in the Loan Agreement or any other Event of Default, Borrower may make annual distributions to Mezzanine Borrower in amounts equal to, and Mezzanine Borrower may pay to Creditor, the Net Cash Flow (as defined in the Development Agreement) for the immediately preceding calendar year, for regularly scheduled payments of principal and /or interest, when due, on the Subordinated Debt (which shall not include any payments due or past due as a result of any acceleration of the Subordinated Debt) and, to the extent Net Cash Flow exceeds the scheduled payment amounts, prepayments of principal on the Subordinated Debt. Additional prepayments of principal on the Subordinated Debt, default interest thereon and /or costs and expenses shall be permitted or made only in accordance with the terms of Section 9.29 of the Loan Agreement. After the occurrence and during the continuance of an Event of Default under the Loan Documents and following receipt by Creditor of written notice thereof from Bank to Creditor, Mezzanine Borrower shall not make, and Creditor shall not receive, any direct or indirect payments of principal, interest, fees or expenses under the Subordinated Debt. 4. Security for Subordinated Debt. The Subordinated Debt is secured by the Membership Pledge and the guarantee of Guarantors pursuant to the Creditor Guaranties. Mezzanine Borrower and Borrower shall not grant and Creditor shall not take any further lien on or security interest in any Collateral, other than the guarantee of Guarantors, or any other of Mezzanine Borrower's or Borrower's property, now owned or hereafter acquired or created, without the prior written consent of Bank. 5. Standby Limitation. Notwithstanding any breach or default by Mezzanine Borrower under the Creditor Documents, following Bank's first advance of funds to Borrower under the Loan Documents, which shall not be made until Bank has received certification from Borrower and /or Creditor of (i) the cash equity injection from the members of Borrower in the amount of One Million Dollars ($1,000,000), and (ii) the cash equity injection from Mezzanine Borrower's contribution of the full amount of the Mezzanine Loans (the "First Advance "), Creditor shall not at any time or in any manner: (a) foreclose upon, take possession of, or attempt to realize on any Collateral or proceed in any way to enforce any claims it has or may have against Mezzanine Borrower under the Subordinated Debt and Creditor Documents, or (b) contest, protest or object to any action taken by Bank under the Loan Documents or otherwise, unless and until the Obligations have been fully and indefeasibly paid and satisfied in full. Nothing herein shall prevent Creditor from taking action at any time with respect to the Membership Pledge or the Creditor Guaranties (pursuant to Section 6 hereof) upon the occurrence and continuance of a default or event of default under the Creditor Documents. 6. Guaranties. As a condition to the extension of credit facilities to Borrower and Mezzanine Borrower, Bank and Creditor have each required that Guarantors execute the Guaranties. Notwithstanding anything herein or in the Guaranties to the contrary, Bank and Creditor hereby agree as follows with respect to enforcement of the Guaranties: 1616593v10 (4982- 95337) 4