COLLECTIBILITY OR VALUE OF ANY OF THE
COLLATERAL FOR THE GUARANTEED OBLIGATIONS.
SECTION 2.11.
OFFSET. THE GUARANTEED OBLIGATIONS AND THE LIABILITIES
AND OBLIGATIONS OF THE GUARANTOR TO THE AGENT HEREUNDER SHALL NOT BE REDUCED,
DISCHARGED OR RELEASED BY REASON OF ANY EXISTING OR FUTURE RIGHT OF OFFSET,
CLAIM OR DEFENSE (OTHER THAN A DEFENSE BASED UPON THE ACTUAL PAYMENT OF THE
GUARANTEED OBLIGATIONS SOUGHT TO BE ENFORCED) OF ANY BORROWER AGAINST THE AGENT,
ANY LENDER OR ANY OTHER PERSON, OR AGAINST PAYMENT OF THE GUARANTEED
OBLIGATIONS, WHETHER SUCH RIGHT OF OFFSET, CLAIM OR DEFENSE ARISES IN CONNECTION
WITH THE GUARANTEED OBLIGATIONS (OR THE TRANSACTIONS CREATING THE GUARANTEED
OBLIGATIONS) OR OTHERWISE.
SECTION 2.12.
MERGER. THE REORGANIZATION, MERGER OR CONSOLIDATION OF
ANY BORROWER INTO OR WITH ANY PERSON.
SECTION 2.13.
PREFERENCE. ANY PAYMENT BY ANY BORROWER TO THE AGENT OR
ANY LENDER IS HELD TO CONSTITUTE A PREFERENCE UNDER BANKRUPTCY LAWS, OR FOR ANY
REASON THE AGENT OR SUCH LENDER IS REQUIRED TO REFUND SUCH PAYMENT OR PAY SUCH
AMOUNT TO SUCH BORROWER OR SOMEONE ELSE.
SECTION 2.14.
ATTEMPTED REVOCATION. ANY REVOCATION OR REPUDIATION
HEREOF BY THE GUARANTOR OR THE REVOCATION OR REPUDIATION OF ANY OF THE LOAN
DOCUMENTS BY ANY BORROWER OR ANY OTHER PERSON, INCLUDING ANY RIGHT THE GUARANTOR
MIGHT HAVE TO REVOKE THIS GUARANTY PURSUANT TO THE TERMS OF ANY OF THE LOAN
DOCUMENTS.
SECTION 2.15.
SURETY DEFENSES. ANY OTHER SURETYSHIP DEFENSE THAT MIGHT,
BUT FOR THE TERMS HEREOF, BE AVAILABLE TO THE GUARANTOR, INCLUDING WITHOUT
LIMITATION, ANY STATUTE OR RULE OF LAW WHICH PROVIDES THAT THE OBLIGATION OF A
SURETY MUST BE NEITHER LARGER IN AMOUNT NOR IN ANY OTHER ASPECTS MORE BURDENSOME
THAN THAT OF ANY BORROWER.
SECTION 2.16.
OTHER ACTIONS TAKEN OR OMITTED. ANY OTHER ACTION TAKEN OR
OMITTED TO BE TAKEN WITH RESPECT TO THE LOAN DOCUMENTS, THE GUARANTEED
OBLIGATIONS, OR THE SECURITY AND COLLATERAL THEREFOR, OTHER THAN ANY LOSS,
DAMAGE LIABILITY OR COST ARISING FROM THE AGENT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT FOLLOWING THE AGENT'S TAKING TITLE TO THE COLLATERAL, WHETHER OR NOT
SUCH ACTION OR OMISSION PREJUDICES THE GUARANTOR OR INCREASES THE LIKELIHOOD
THAT THE GUARANTOR WILL BE REQUIRED TO PAY THE GUARANTEED OBLIGATIONS PURSUANT
TO THE TERMS HEREOF, IT BEING THE UNAMBIGUOUS AND UNEQUIVOCAL INTENTION OF THE
GUARANTOR THAT THE GUARANTOR SHALL BE OBLIGATED TO PAY THE GUARANTEED
OBLIGATIONS WHEN DUE, NOTWITHSTANDING ANY OCCURRENCE, CIRCUMSTANCE, EVENT,
ACTION, OR OMISSION WHATSOEVER, WHETHER CONTEMPLATED OR UNCONTEMPLATED, AND
WHETHER OR NOT OTHERWISE OR PARTICULARLY DESCRIBED HEREIN, WHICH OBLIGATION
SHALL BE DEEMED SATISFIED ONLY UPON THE FULL AND FINAL PAYMENT AND SATISFACTION
OF THE GUARANTEED OBLIGATIONS.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
To induce the Agent and the Lenders to enter into the Loan Documents and extend
credit to the Borrowers, the Guarantor represents and warrants to the Agent and
the Lenders as follows,
8
as of the date hereof, and as of each date that the Lenders make a Term Loan or
Advance to any Borrower under the Credit Agreement:
SECTION 3.1.
BENEFIT. THE GUARANTOR