AND (II) GUARANTOR SHALL NOT BE ENTITLED TO
ENFORCE OR RECEIVE PAYMENT THEREOF UNTIL ALL PRINCIPAL, INTEREST AND OTHER SUMS
DUE PURSUANT TO THE LOAN DOCUMENTS HAVE BEEN PAID IN FULL. NOTHING HEREIN
CONTAINED IS INTENDED OR SHALL BE CONSTRUED TO GIVE GUARANTOR ANY RIGHT OF
SUBROGATION IN OR UNDER THE LOAN DOCUMENTS OR ANY RIGHT TO PARTICIPATE IN ANY
WAY THEREIN, OR IN THE RIGHT, TITLE OR INTEREST OF LENDER IN OR TO ANY
COLLATERAL FOR THE LOAN, NOTWITHSTANDING ANY PAYMENTS MADE BY GUARANTOR UNDER
THIS GUARANTY, UNTIL THE ACTUAL AND IRREVOCABLE RECEIPT BY LENDER OF PAYMENT IN
6
FULL OF ALL PRINCIPAL, INTEREST AND OTHER SUMS DUE WITH RESPECT TO THE LOAN OR
OTHERWISE PAYABLE UNDER THE LOAN DOCUMENTS. IF ANY AMOUNT SHALL BE PAID TO
GUARANTOR ON ACCOUNT OF SUCH SUBROGATION RIGHTS AT ANY TIME WHEN ANY SUCH SUMS
DUE AND OWING TO LENDER SHALL NOT HAVE BEEN FULLY PAID, SUCH AMOUNT SHALL BE
PAID BY GUARANTOR TO LENDER FOR CREDIT AND APPLICATION AGAINST SUCH SUMS DUE AND
OWING TO LENDER.
(K)
GUARANTOR'S OBLIGATIONS HEREUNDER SHALL SURVIVE A FORECLOSURE,
DEED-IN-LIEU OF FORECLOSURE OR SIMILAR PROCEEDING INVOLVING THE PROPERTY AND THE
EXERCISE BY LENDER OF ANY OR 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 APPLICABLE LAW OR THE LOAN
DOCUMENTS 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:
(I)
"AGGREGATE DEBT LEVERAGE RATIO" MEANS, AT ANY DATE AS OF WHICH
THE SAME IS TO BE DETERMINED, THE RATIO OF (A) THE CONSOLIDATED TOTAL
INDEBTEDNESS OF GUARANTOR AND ITS SUBSIDIARIES AS OF SUCH DATE, TO (B) THE
CONSOLIDATED TOTAL ASSETS OF GUARANTOR AND ITS SUBSIDIARIES AS OF SUCH DATE.
(II)
"CAPITALIZED LEASE OBLIGATIONS" OF ANY PERSON MEANS THE
OBLIGATIONS OF SUCH PERSON TO PAY RENT OR OTHER AMOUNTS UNDER ANY LEASE OF (OR
OTHER ARRANGEMENT CONVEYING THE RIGHT TO USE) REAL OR PERSONAL PROPERTY, OR A
COMBINATION THEREOF, WHICH OBLIGATIONS EITHER (A) ARE REQUIRED TO BE CLASSIFIED
AND ACCOUNTED FOR AS CAPITAL LEASES ON A BALANCE SHEET OF SUCH PERSON UNDER
GAAP, AND THE AMOUNT OF SUCH OBLIGATIONS SHALL BE THE CAPITALIZED AMOUNT THEREOF
DETERMINED IN ACCORDANCE WITH GAAP, OR (B) CONSTITUTE LIABILITIES UNDER ANY TAX
RETENTION OPERATING LEASE OR SO-CALLED "SYNTHETIC" LEASE TRANSACTION, OR ANY
OBLIGATIONS ARISING WITH RESPECT TO ANY OTHER SIMILAR TRANSACTION THAT IS THE
FUNCTIONAL EQUIVALENT OF OR TAKES THE PLACE OF BORROWING BUT WHICH DOES NOT
CONSTITUTE A LIABILITY ON THE CONSOLIDATED BALANCE SHEETS OF SUCH PERSON AND ITS
SUBSIDIARIES.
(III)
"CONSOLIDATED TOTAL ASSETS" MEANS, AT ANY DATE AS OF WHICH THE
SAME IS TO BE DETERMINED, THE AGGREGATE VALUE OF ALL ASSETS OF GUARANTOR AND