PROCEEDING INVOLVING THE PROPERTY AND THE
EXERCISE BY LENDER OF ANY OF ALL OF ITS REMEDIES PURSUANT TO THE LOAN DOCUMENTS
AND GUARANTOR EXPRESSLY AGREES THAT TO THE EXTENT NECESSARY TO SATISFY ITS
OBLIGATIONS UNDER SECTION 2 HEREOF, IT SHALL BE AND REMAIN LIABLE FOR ANY
DEFICIENCY REMAINING AFTER FORECLOSURE OF ANY MORTGAGE OR SECURITY INTEREST
SECURING THE NOTE, NOTWITHSTANDING PROVISIONS OF LAW THAT MAY PREVENT THE LENDER
FROM ENFORCING SUCH DEFICIENCY AGAINST THE BORROWER.
6.
COVENANTS.
(A)
AS USED IN THIS SECTION 6, THE FOLLOWING TERMS SHALL HAVE THE
RESPECTIVE MEANINGS SET FORTH BELOW:
6
(I)
"GAAP" SHALL MEAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED.
(II)
"LIQUID ASSETS" SHALL MEAN ASSETS IN THE FORM OF CASH, CASH
EQUIVALENTS, OBLIGATIONS OF (OR FULLY GUARANTEED AS TO PRINCIPAL AND INTEREST
BY) THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF (PROVIDED THE
FULL FAITH AND CREDIT OF THE UNITED STATES SUPPORTS SUCH OBLIGATION OR
GUARANTEE), CERTIFICATES OF DEPOSIT ISSUED BY A COMMERCIAL BANK HAVING NET
ASSETS OF NOT LESS THAN $500 MILLION, SECURITIES LISTED AND TRADED ON A
RECOGNIZED STOCK EXCHANGE OR TRADED OVER THE COUNTER AND LISTED IN THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS AUTOMATIC QUOTATIONS, OR LIQUID DEBT
INSTRUMENTS THAT HAVE A READILY ASCERTAINABLE VALUE AND ARE REGULARLY TRADED IN
A RECOGNIZED FINANCIAL MARKET.
(III)
"NET WORTH" SHALL MEAN, AS OF A GIVEN DATE,
(X) THE TOTAL ASSETS
OF GUARANTOR AS OF SUCH DATE LESS (Y) GUARANTOR'S TOTAL LIABILITIES AS OF SUCH
DATE, DETERMINED IN ACCORDANCE WITH GAAP.
(B)
GUARANTOR SHALL NOT, AT ANY TIME WHILE A DEFAULT IN THE PAYMENT OF
THE GUARANTEED OBLIGATIONS HAS OCCURRED AND IS CONTINUING, EITHER (I) ENTER INTO
OR EFFECTUATE ANY TRANSACTION WITH ANY AFFILIATE WHICH WOULD REDUCE THE NET
WORTH OF GUARANTOR, INCLUDING THE PAYMENT OF ANY DIVIDEND OR DISTRIBUTION TO A
SHAREHOLDER, OR THE REDEMPTION, RETIREMENT, PURCHASE OR OTHER ACQUISITION FOR
CONSIDERATION OF ANY STOCK IN GUARANTOR OR (II) SELL, PLEDGE, MORTGAGE OR
OTHERWISE TRANSFER TO ANY PERSON ANY OF GUARANTOR'S ASSETS, OR ANY INTEREST
THEREIN, EXCEPT FOR FAIR VALUE.
7.
ENTIRE AGREEMENT/AMENDMENTS.
THIS INSTRUMENT REPRESENTS THE
ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THE TERMS OF THIS GUARANTY SHALL NOT BE WAIVED, ALTERED, MODIFIED, AMENDED,
SUPPLEMENTED OR TERMINATED IN ANY MANNER WHATSOEVER EXCEPT BY WRITTEN INSTRUMENT
SIGNED BY LENDER AND GUARANTOR.
8.
SUCCESSORS AND ASSIGNS.
THIS GUARANTY SHALL BE BINDING UPON
GUARANTOR, AND GUARANTOR'S ESTATE, HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS, MAY NOT BE ASSIGNED OR DELEGATED BY GUARANTOR AND SHALL INURE TO
THE BENEFIT OF LENDER AND ITS SUCCESSORS AND ASSIGNS.
9.
APPLICABLE LAW AND CONSENT TO JURISDICTION.
THIS GUARANTY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE
STATE OF NEW YORK.
GUARANTOR IRREVOCABLY (A) AGREES THAT ANY SUIT, ACTION OR
OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE
BROUGHT IN A COURT OF RECORD IN THE CITY AND COUNTY OF NEW YORK OR IN THE COURTS
OF THE UNITED STATES OF