SAME SHALL OPERATE
AS A WAIVER OF SUCH RIGHT, POWER OR PRIVILEGE, OR AS A WAIVER OF ANY RIGHTS
UNDER THE TERMS OF THIS GUARANTY OR IN ANY WAY AFFECT OR IMPAIR THIS GUARANTY.
10.
SUBORDINATED INDEBTEDNESS.
GUARANTOR HEREBY AGREES THAT THE
SUBORDINATED INDEBTEDNESS (AS HEREINAFTER DEFINED) SHALL BE SUBORDINATE AND
JUNIOR IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL OBLIGATIONS, AND
GUARANTOR HEREBY ASSIGNS THE SUBORDINATED INDEBTEDNESS TO BANK AS SECURITY FOR
THE OBLIGATIONS.
IF ANY SUMS SHALL BE PAID TO GUARANTOR BY BORROWER OR ANY
OTHER PERSON OR ENTITY ON ACCOUNT OF THE SUBORDINATED INDEBTEDNESS, SUCH SUMS
SHALL BE HELD IN TRUST BY GUARANTOR FOR THE BENEFIT OF BANK AND SHALL FORTHWITH
BE PAID TO BANK WITHOUT AFFECTING THE LIABILITY OF GUARANTOR UNDER THIS GUARANTY
AND MAY BE APPLIED BY BANK AGAINST THE OBLIGATIONS IN SUCH ORDER AND MANNER AS
BANK MAY DETERMINE IN ITS SOLE DISCRETION.
UPON THE REQUEST OF BANK, GUARANTOR
SHALL EXECUTE, DELIVER, AND ENDORSE TO BANK SUCH DOCUMENTS AND INSTRUMENTS AS
BANK MAY REQUEST TO PERFECT, PRESERVE, AND ENFORCE ITS RIGHTS HEREUNDER.
FOR
PURPOSES OF THIS GUARANTY, THE TERM "SUBORDINATED INDEBTEDNESS" MEANS ALL
INDEBTEDNESS, LIABILITIES, AND OBLIGATIONS OF BORROWER TO GUARANTOR, OTHER THAN
SALARY AND ORDINARY BUSINESS EXPENSE REIMBURSEMENTS FOR THE PRIOR MONTH (WHICH
IF NOT PAID IN THE MONTH FOLLOWING THE MONTH IN WHICH THEY WERE INCURRED SHALL
BECOME SUBORDINATED INDEBTEDNESS, WHETHER SUCH INDEBTEDNESS, LIABILITIES, AND
OBLIGATIONS NOW EXIST OR ARE HEREAFTER INCURRED OR ARISE, OR WHETHER THE
OBLIGATIONS OF BORROWER THEREON ARE DIRECT, INDIRECT, CONTINGENT, PRIMARY,
SECONDARY, SEVERAL, JOINT AND SEVERAL, OR OTHERWISE, AND IRRESPECTIVE OF WHETHER
SUCH INDEBTEDNESS, LIABILITIES, OR OBLIGATIONS ARE EVIDENCED BY A NOTE,
CONTRACT, OPEN ACCOUNT, OR OTHERWISE, AND IRRESPECTIVE OF THE PERSON OR PERSONS
IN WHOSE FAVOR SUCH INDEBTEDNESS, OBLIGATIONS, OR LIABILITIES MAY, AT THEIR
INCEPTION, HAVE BEEN, OR MAY HEREAFTER BE CREATED, OR THE MANNER IN WHICH THEY
HAVE BEEN OR MAY HEREAFTER BE ACQUIRED BY GUARANTOR.
(A)
GUARANTOR AGREES THAT ANY AND ALL LIENS, SECURITY INTERESTS,
JUDGMENT LIENS, CHARGES, OR OTHER ENCUMBRANCES UPON BORROWER'S ASSETS SECURING
PAYMENT OF ANY SUBORDINATED INDEBTEDNESS SHALL BE AND REMAIN INFERIOR AND
SUBORDINATE TO ANY AND ALL LIENS, SECURITY INTERESTS, JUDGMENT LIENS, CHARGES,
OR OTHER ENCUMBRANCES UPON BORROWER'S ASSETS SECURING PAYMENT OF THE OBLIGATIONS
OR ANY PART THEREOF, REGARDLESS OF WHETHER SUCH ENCUMBRANCES IN FAVOR OF
GUARANTOR OR BANK PRESENTLY EXIST OR ARE HEREAFTER CREATED OR ATTACHED.
WITHOUT
THE PRIOR WRITTEN CONSENT OF BANK, NO GUARANTOR SHALL (I) FILE SUIT AGAINST
BORROWER OR EXERCISE OR ENFORCE ANY OTHER CREDITOR'S RIGHT IT MAY HAVE AGAINST
BORROWER, OR (II) FORECLOSE, REPOSSESS, SEQUESTER, OR OTHERWISE TAKE STEPS OR
INSTITUTE ANY ACTION OR PROCEEDINGS (JUDICIAL OR OTHERWISE, INCLUDING WITHOUT
LIMITATION THE COMMENCEMENT OF, OR JOINDER IN, ANY LIQUIDATION, BANKRUPTCY,
REARRANGEMENT, DEBTOR'S RELIEF OR INSOLVENCY PROCEEDING) TO ENFORCE ANY LIENS,
SECURITY INTERESTS, COLLATERAL RIGHTS, JUDGMENTS OR OTHER ENCUMBRANCES HELD BY
GUARANTOR ON ASSETS OF BORROWER.
(B)
IN THE EVENT OF ANY RECEIVERSHIP, BANKRUPTCY, REORGANIZATION,
REARRANGEMENT, DEBTOR'S RELIEF, OR OTHER