LAW.
3.11.
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES MADE BY GUARANTOR
HEREIN SHALL SURVIVE THE EXECUTION HEREOF.
ARTICLE IV
COVENANTS
4.1.
LITIGATION.
GUARANTOR SHALL GIVE PROMPT NOTICE TO LENDER OF ANY
LITIGATION OR GOVERNMENTAL PROCEEDINGS PENDING OR THREATENED AGAINST SUCH
GUARANTOR OF WHICH SUCH GUARANTOR HAS NOTICE AND WHICH WOULD REASONABLY BE
EXPECTED TO MATERIALLY ADVERSELY AFFECT SUCH GUARANTOR'S ABILITY TO PERFORM ITS
OBLIGATIONS HEREUNDER.
4.2.
NOTICE OF DEFAULT.
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.
8
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 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