GUARANTOR SHALL PROMPTLY ADVISE LENDER OF ANY
MATERIAL ADVERSE CHANGE IN SUCH GUARANTOR'S CONDITION, FINANCIAL OR OTHERWISE,
OF WHICH SUCH GUARANTOR HAS KNOWLEDGE AND WHICH WOULD REASONABLY BE EXPECTED TO
MATERIALLY ADVERSELY AFFECT GUARANTOR'S ABILITY TO PERFORM ITS OBLIGATIONS
HEREUNDER.
4.3.
CERTIFICATION.
GUARANTOR, AT ANY TIME AND FROM TIME TO
TIME, WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE REQUEST BY LENDER, SHALL
EXECUTE AND DELIVER TO LENDER A STATEMENT CERTIFYING THAT THIS GUARANTY IS
UNMODIFIED AND IN FULL FORCE AND EFFECT (OR IF MODIFIED, THAT THE SAME IS IN
FULL FORCE AND EFFECT AS MODIFIED AND STATING SUCH MODIFICATIONS) OR, IF
APPLICABLE, THAT THIS GUARANTY IS NO LONGER IN FULL FORCE AND EFFECT.
4.4.
NET WORTH.
GUARANTOR COVENANTS AND AGREES WITH LENDER
THAT, UNTIL THE LOAN HAS BEEN INDEFEASIBLY PAID AND PERFORMED IN FULL, GUARANTOR
AT ALL TIMES AFTER THE DATE HEREOF WILL
8
AND INTENDS TO MAINTAIN ADEQUATE CAPITAL TO (I) PAY ITS DEBTS AND LIABILITIES AS
THE SAME SHALL BECOME DUE AND (II) FOR THE NORMAL OBLIGATIONS REASONABLY
FORESEEABLE FOR AN INDIVIDUAL WITH SIMILAR ECONOMIC RESOURCES.
ARTICLE V
SUBORDINATION OF CERTAIN INDEBTEDNESS
5.1.
SUBORDINATION OF ALL GUARANTOR CLAIMS.
AS USED HEREIN, THE TERM
"GUARANTOR CLAIMS" SHALL MEAN ALL DEBTS AND LIABILITIES OF BORROWER TO
GUARANTOR, WHETHER SUCH DEBTS AND LIABILITIES NOW EXIST OR ARE HEREAFTER
INCURRED OR ARISE, OR WHETHER THE OBLIGATIONS OF BORROWER THEREON BE DIRECT,
CONTINGENT, PRIMARY, SECONDARY, SEVERAL, JOINT AND SEVERAL, OR OTHERWISE, AND
IRRESPECTIVE OF WHETHER SUCH DEBTS OR LIABILITIES BE EVIDENCED BY NOTE,
CONTRACT, OPEN ACCOUNT, OR OTHERWISE, AND IRRESPECTIVE OF THE PERSON IN WHOSE
FAVOR SUCH DEBTS 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.
THE GUARANTOR CLAIMS SHALL INCLUDE WITHOUT LIMITATION
ALL RIGHTS AND CLAIMS OF GUARANTOR AGAINST BORROWER (ARISING AS A RESULT OF
SUBROGATION OR OTHERWISE) AS A RESULT OF GUARANTOR'S PAYMENT OF ALL OR A PORTION
OF THE GUARANTEED OBLIGATIONS.
UPON THE OCCURRENCE OF AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, GUARANTOR SHALL NOT RECEIVE OR COLLECT,
DIRECTLY OR INDIRECTLY, FROM BORROWER OR ANY OTHER PARTY ANY AMOUNT UPON THE
GUARANTOR CLAIMS UNTIL PAYMENT IN FULL OF THE DEBT.
5.2.
CLAIMS IN BANKRUPTCY.
IN THE EVENT OF RECEIVERSHIP, BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, DEBTOR'S RELIEF, OR OTHER INSOLVENCY PROCEEDINGS
INVOLVING GUARANTOR AS DEBTOR, LENDER SHALL HAVE THE RIGHT TO PROVE ITS CLAIM IN
ANY SUCH PROCEEDING SO AS TO ESTABLISH ITS RIGHTS HEREUNDER AND RECEIVE DIRECTLY
FROM THE RECEIVER, TRUSTEE OR OTHER COURT CUSTODIAN DIVIDENDS AND PAYMENTS WHICH
WOULD OTHERWISE BE PAYABLE UPON GUARANTOR CLAIMS.
GUARANTOR HEREBY ASSIGNS SUCH
DIVIDENDS AND PAYMENTS TO LENDER.
SHOULD LENDER RECEIVE, FOR APPLICATION
AGAINST THE GUARANTEED OBLIGATIONS, ANY SUCH DIVIDEND OR PAYMENT WHICH IS
OTHERWISE PAYABLE TO GUARANTOR, AND WHICH, AS BETWEEN BORROWER AND GUARANTOR,
SHALL CONSTITUTE A CREDIT AGAINST THE GUARANTOR CLAIMS, THEN UPON PAYMENT TO
LENDER IN FULL OF THE GUARANTEED OBLIGATIONS, GUARANTOR SHALL BECOME SUBROGATED
TO THE RIGHTS OF