"GUARANTEED OBLIGATIONS" AS USED IN THIS GUARANTY
SHALL MEAN ALL OBLIGATIONS AND LIABILITIES OF BORROWER FOR WHICH BORROWER SHALL
BE PERSONALLY LIABLE PURSUANT TO ARTICLE XIII OF THE LOAN AGREEMENT.
5.
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
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 ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF LENDERS, INCLUDING THE RIGHT TO FILE A 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.
FURTHER, IF
GUARANTOR SHALL COMPRISE MORE THAN ONE PERSON, FIRM OR CORPORATION, GUARANTOR
AGREES THAT UNTIL SUCH PAYMENT IN FULL OF THE DEBT, (A) NO ONE OF THEM SHALL
ACCEPT PAYMENT FROM THE OTHERS BY WAY OF CONTRIBUTION ON ACCOUNT OF ANY PAYMENT
MADE HEREUNDER BY SUCH PARTY TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
LENDERS, (B) NO ONE OF THEM WILL TAKE ANY ACTION TO EXERCISE OR ENFORCE ANY
RIGHTS TO SUCH CONTRIBUTION, AND (C) IF ANY OF GUARANTOR SHOULD RECEIVE ANY
PAYMENT, SATISFACTION OR SECURITY FOR ANY INDEBTEDNESS OF BORROWER TO ANY OF
GUARANTOR OR FOR ANY CONTRIBUTION BY THE OTHERS OF GUARANTOR FOR PAYMENT MADE
HEREUNDER BY THE RECIPIENT TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF LENDERS,
THE SAME SHALL BE DELIVERED TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF LENDERS,
IN THE FORM RECEIVED, ENDORSED OR ASSIGNED AS MAY BE APPROPRIATE FOR APPLICATION
ON ACCOUNT OF, OR AS SECURITY FOR, THE DEBT AND UNTIL SO DELIVERED, SHALL BE
HELD IN TRUST FOR ADMINISTRATIVE AGENT, FOR THE BENEFIT OF LENDERS, AS SECURITY
FOR THE DEBT.
6.
GUARANTOR AGREES THAT, WITH OR WITHOUT NOTICE OR DEMAND,
GUARANTOR WILL REIMBURSE ADMINISTRATIVE AGENT AND LENDERS, TO THE EXTENT THAT
SUCH REIMBURSEMENT IS NOT MADE BY BORROWER, FOR ALL OUT-OF-POCKET EXPENSES
(INCLUDING REASONABLE COUNSEL FEES) INCURRED BY OR ON BEHALF OF ADMINISTRATIVE
AGENT AND LENDERS IN CONNECTION WITH THE COLLECTION OF THE GUARANTEED
OBLIGATIONS OR ANY PORTION THEREOF OR WITH THE ENFORCEMENT OF THIS GUARANTY.
7.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, ALL MONEYS AVAILABLE TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
LENDERS, FOR APPLICATION IN PAYMENT OR REDUCTION OF THE DEBT MAY BE APPLIED BY
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF