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 ARE DIRECT,
CONTINGENT, PRIMARY, SECONDARY, SEVERAL, JOINT AND SEVERAL, OR OTHERWISE, AND
IRRESPECTIVE OF WHETHER SUCH DEBTS OR LIABILITIES BE EVIDENCED BY A NOTE,
CONTRACT, OPEN ACCOUNT, OR OTHERWISE, AND IRRESPECTIVE OF THE PERSON OR PERSONS
IN WHOSE FAVOR SUCH
8
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 TO THE EXTENT THE PROVISIONS OF SECTION 1.10 HEREOF ARE
UNENFORCEABLE. ANY INDEBTEDNESS OF BORROWER TO GUARANTOR NOW OR HEREAFTER
EXISTING (INCLUDING, BUT NOT LIMITED TO, ANY RIGHTS TO SUBROGATION GUARANTOR MAY
HAVE AS A RESULT OF ANY PAYMENT BY GUARANTOR UNDER THIS GUARANTY), TOGETHER WITH
ANY INTEREST THEREON, SHALL BE, AND SUCH INDEBTEDNESS IS, HEREBY DEFERRED,
POSTPONED AND SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE DEBT. UNTIL
PAYMENT IN FULL OF THE DEBT (AND INCLUDING INTEREST ACCRUING ON THE NOTE AFTER
THE COMMENCEMENT OF A PROCEEDING BY OR AGAINST BORROWER UNDER THE BANKRUPTCY
REFORM ACT OF 1978, AS AMENDED, 11 U.S.C. SECTIONS 101 ET SEQ., AND THE
REGULATIONS ADOPTED AND PROMULGATED PURSUANT THERETO (COLLECTIVELY, THE
"BANKRUPTCY CODE") WHICH INTEREST THE PARTIES AGREE SHALL REMAIN A CLAIM THAT IS
PRIOR AND SUPERIOR TO ANY CLAIM OF GUARANTOR NOTWITHSTANDING ANY CONTRARY
PRACTICE, CUSTOM OR RULING IN CASES UNDER THE BANKRUPTCY CODE GENERALLY),
GUARANTOR AGREES NOT TO ACCEPT ANY PAYMENT OR SATISFACTION OF ANY KIND OF
INDEBTEDNESS OF BORROWER TO GUARANTOR AND HEREBY ASSIGNS SUCH INDEBTEDNESS TO
LENDER, INCLUDING THE RIGHT TO FILE PROOF OF CLAIM AND TO VOTE THEREON IN
CONNECTION WITH ANY SUCH PROCEEDING UNDER THE BANKRUPTCY CODE, INCLUDING THE
RIGHT TO VOTE ON ANY PLAN OF REORGANIZATION.
SECTION 4.2
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 UPON 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 UPON THE GUARANTOR CLAIMS, THEN UPON PAYMENT TO LENDER
IN FULL OF THE GUARANTEED OBLIGATIONS, GUARANTOR SHALL BECOME SUBROGATED TO THE
RIGHTS OF LENDER TO THE EXTENT THAT SUCH PAYMENTS TO LENDER ON THE GUARANTOR
CLAIMS HAVE