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86-- 1082216 the same shall be deemed received by the Creditors receiving s such payment or security as an agent for the Bank and such payment and /or security shall be held in trust by such Creditors as the property of the Bank. 6. As collateral security for the Superior Indebtedness, the Creditors do hereby transfer and assign to the Bank all of the right, title and interest of Creditors in and to the Subordinated Indebtedness together with any collateral security at any time held or received therfor, with all of the rights therein and thereto of the Creditors including the right in its own name or in the names of any of the Creditors, to collect and enforce the Subordinated Indebtedness on behalf of the Bank by suit, proof of debt or claim in any proceeding under the Bankruptcy Act or any amendments thereto, or in any dissolution, insolvency, liquidation or other proceeding involving and adjustment of the indebtedness of the Borrower on the Subordinated Indebtedness or application of any assets of the Borrower to the payment in liquidation thereof, or otherwise. The Bank may accept or reject any plan of reorganization, readjustment, or compromise in its discretion whether in any such proceedings, by agreement of compromise or otherwise. 7. The Borrower and the Creditors jointly and severally represent, warrant and agree that the aforesaid present amount of the Subordinated Indebtedness is owing as aforesaid without counterclaim, defense or offset. The Creditors hereby severally represent and warrant to the Bank: (1) that none of the Subordinated Indebtedness is represented by negotiable Instruments or other writing except such as have been endorsed or assigned and delivered by the Creditors to the Bank simultaneously with the execution of this agrrement; (2) that none of them has made any prior transfer or assignment thereof (except to the Bank) and (3) that Creditors are solvent. The Borrower and the Creditors further agree that at no one time hereafter will any part of the Subordinated Indebtedness be represented by any negotiable instruments or other writings, except such negotiable instruments or other writings as the Bank shall request to be executed and delivered to the Bank for the purpose of evidencing the Subordinated Indebtedness or any part_ thereof, and in that case, said negotiable instruments or other writings shall either be payable to the Bank or the Creditors and delivered to the Bank, duly endorsed or assigned by the Creditors, if payable to Creditors. In the event of the failure of Creditors to endorse said negotiable instruments or other writings, if payable to Creditors or to Creditors' order, Bank or any officer or employee thereof is hereby irrevocably constituted and appointed attroeny -in -fact for Creditors with full power to make any such endorsements. 8. Without affecting the rights of the Bank hereunder, the Creditors severally agree and consent (a) to waive, and do hereby waive, any and all notice of the receipt and acceptance by the Bank of this agreement or of the creation, renewal, extension or accrul of any of the Superior Indebtedness, present or future, in whole or a part, by the Bank or of the reliance by the Bank on this agreement at any time(s); (b) that without further notice to, or further assent by, the creditors or any of them, the of them, the