UPON INSOLVENCY, BANKRUPTCY,
LIQUIDATION, REORGANIZATION, READJUSTMENT, COMPOSITION, DISSOLUTION,
RECEIVERSHIP, CONSERVATORSHIP, WINDING UP OR OTHER SIMILAR PROCEEDING INVOLVING
OR AFFECTING BORROWER OR A GUARANTOR, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN
MADE.
5
(J)
IN THE EVENT THAT GUARANTOR SHALL
ADVANCE OR BECOME OBLIGATED TO PAY ANY SUMS UNDER THIS GUARANTY OR IN CONNECTION
WITH THE GUARANTEED OBLIGATIONS OR IN THE EVENT THAT FOR ANY REASON WHATSOEVER
BORROWER OR ANY SUBSEQUENT OWNER OF THE PROPERTY OR ANY PART THEREOF IS NOW, OR
SHALL HEREAFTER BECOME, INDEBTED TO A GUARANTOR, GUARANTOR AGREES THAT (I) THE
AMOUNT OF SUCH SUMS AND OF SUCH INDEBTEDNESS AND ALL INTEREST THEREON SHALL AT
ALL TIMES BE SUBORDINATE AS TO LIEN, THE TIME OF PAYMENT AND IN ALL OTHER
RESPECTS TO ALL SUMS, INCLUDING PRINCIPAL AND INTEREST AND OTHER AMOUNTS, AT ANY
TIME OWED TO LENDER UNDER THE LOAN DOCUMENTS, 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 A GUARANTOR UNDER
THIS GUARANTY, UNTIL THE ACTUAL AND IRREVOCABLE RECEIPT BY LENDER OF PAYMENT IN
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 A
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 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:
(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