RIGHTS AND REMEDIES AS SET FORTH IN THE CREDIT
AGREEMENT OR THE MORTGAGE UPON THE HAPPENING OF ANY SUCH EVENT OF DEFAULT; OR
(H)
GUARANTOR'S VOLUNTARY OR INVOLUNTARY LIQUIDATION, DISSOLUTION,
SALE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS AND LIABILITIES, APPOINTMENT OF A
TRUSTEE, RECEIVER, LIQUIDATOR, SEQUESTRATOR OR CONSERVATOR FOR ALL OR ANY PART
OF GUARANTOR'S ASSETS, INSOLVENCY, BANKRUPTCY, ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, REORGANIZATION, ARRANGEMENT, COMPOSITION OR READJUSTMENT, OR THE
COMMENCEMENT OF OTHER SIMILAR PROCEEDINGS AFFECTING GUARANTOR OR ANY OF THE
ASSETS OF IT; OR
(I)
ANY CHANGE IN OR TERMINATION OF THE OWNERSHIP INTEREST OF
GUARANTOR (WHETHER DIRECT OR INDIRECT) IN BORROWER; OR
(J)
ANY CONVEYANCE OF ALL OR ANY PORTION OF THE REAL PROPERTY
COLLATERAL, WHETHER OR NOT PURSUANT TO A FORECLOSURE SALE, A DEED IN LIEU OF
FORECLOSURE, A TRANSFER THROUGH BANKRUPTCY, OR OTHERWISE.
6.
THE LIABILITY OF GUARANTOR HEREUNDER SHALL BE REINSTATED AND
REVIVED, AND THE RIGHTS OF THE BEHRINGER SHALL CONTINUE, WITH RESPECT TO ANY
AMOUNT AT ANY TIME PAID ON ACCOUNT OF THE GUARANTOR'S OBLIGATIONS WHICH SHALL
THEREAFTER BE REQUIRED TO BE RESTORED OR RETURNED BY THE BEHRINGER UPON THE
BANKRUPTCY, INSOLVENCY, OR REORGANIZATION OF BORROWER OR ANY OTHER PERSON, OR
OTHERWISE, ALL AS THOUGH SUCH AMOUNT HAD NOT BEEN PAID.
GUARANTOR FURTHER
AGREES TO THE EXTENT (I) BORROWER OR GUARANTOR MAKES ANY PAYMENT BEHRINGER IN
CONNECTION WITH THE GUARANTOR'S OBLIGATIONS AND ALL OR ANY PART OF SUCH PAYMENT
IS SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET
ASIDE OR REQUIRED TO BE REPAID BY THE TRUSTEE, RECEIVER OR ANY OTHER ENTITY,
WHETHER UNDER ANY BANKRUPTCY LAW OR OTHERWISE, OR (II) IN THE EVENT FOLLOWING
THE PAYMENT IN FULL OF THE PRINCIPAL AMOUNT OF THE LOAN, BERHINGER IS SUBJECT TO
FURTHER LIABILITY, LOSS, OR EXPENSE COVERED BY THE INDEMNIFICATION OBLIGATIONS
SET FORTH IN THE LOAN DOCUMENTS (THE PAYMENTS AND OBLIGATIONS REFERRED TO IN
CLAUSES (I) AND (II) ABOVE ARE HEREAFTER REFERRED TO, COLLECTIVELY, AS
"PREFERENTIAL PAYMENTS"), THEN THIS GUARANTY SHALL CONTINUE TO BE EFFECTIVE OR
SHALL BE REINSTATED, AS THE CASE MAY BE, AND, TO THE EXTENT OF SUCH PAYMENT OR
REPAYMENT BY BERHINGER, THE GUARANTOR'S OBLIGATIONS OR PART THEREOF INTENDED TO
BE SATISFIED BY SUCH PREFERENTIAL PAYMENT SHALL BE REVIVED AND CONTINUED IN FULL
FORCE AND EFFECT AS IF SAID PREFERENTIAL PAYMENT HAD NOT BEEN MADE.
7.
GUARANTOR ACKNOWLEDGES THAT THIS GUARANTY AND GUARANTOR'S
OBLIGATIONS ARE AND SHALL AT ALL TIMES CONTINUE TO BE ABSOLUTE, UNCONDITIONAL
AND IRREVOCABLE IN ALL RESPECTS, AND SHALL AT ALL TIMES BE VALID AND ENFORCEABLE
IRRESPECTIVE OF ANY OTHER AGREEMENT OR CIRCUMSTANCES OF ANY NATURE WHATSOEVER
(OTHER THAN THE DEFENSE THAT THE GUARANTOR'S OBLIGATIONS
4
HAVE BEEN PAID OR PERFORMED, AS THE CASE MAY BE) THAT MIGHT OTHERWISE CONSTITUTE
A DEFENSE TO THIS GUARANTY OR THE OBLIGATIONS OF ANY OTHER PERSON OR PARTY
RELATING TO THIS GUARANTY OR THE OBLIGATIONS OF GUARANTOR HEREUNDER.
8.
GUARANTOR AGREES THAT IF AT ANY TIME ALL OR ANY PART OF ANY
PAYMENT AT ANY TIME RECEIVED BY