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 COLLATERAL 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 COLLATERAL 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
PLEDGE AGREEMENT 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 THAN $[500 MILLION], SECURITIES LISTED AND