LENDERS TO DISCLOSE TO THE GUARANTORS (A) ANY FACTS IT MAY NOW
OR HEREAFTER KNOW REGARDING ANY BORROWER, REGARDLESS OF WHETHER THE AGENT OR THE
LENDERS HAVE REASON TO BELIEVE THAT ANY SUCH FACTS MATERIALLY INCREASE THE RISK
BEYOND THAT WHICH ANY GUARANTOR INTENDS TO ASSUME OR HAS REASON TO BELIEVE THAT
SUCH FACTS ARE UNKNOWN TO SUCH GUARANTOR, EACH GUARANTOR ACKNOWLEDGING THAT IT
IS FULLY RESPONSIBLE FOR BEING AND KEEPING INFORMED OF THE FINANCIAL CONDITION
AND AFFAIRS OF THE BORROWERS, OR (B) ANY DEFAULT, DEMAND OF PERFORMANCE OR
NOTICE OF ACCELERATION TO THE BORROWERS OR ANY OTHER PERSON WITH RESPECT TO THE
LOANS OR THE GUARANTEED OBLIGATIONS.
SECTION 2.10.
UNENFORCEABILITY. THE FACT THAT ANY
COLLATERAL, SECURITY, SECURITY INTEREST OR LIEN CONTEMPLATED OR INTENDED TO BE
GIVEN, CREATED OR GRANTED AS SECURITY FOR THE REPAYMENT OF THE GUARANTEED
OBLIGATIONS, OR ANY PART THEREOF, SHALL NOT BE PROPERLY PERFECTED OR CREATED, OR
SHALL PROVE TO BE UNENFORCEABLE OR SUBORDINATE TO ANY OTHER SECURITY INTEREST OR
LIEN, IT BEING RECOGNIZED AND AGREED BY EACH GUARANTOR THAT SUCH GUARANTOR IS
NOT ENTERING INTO THIS GUARANTY IN RELIANCE ON, OR IN CONTEMPLATION OF THE
BENEFITS OF, THE VALIDITY, ENFORCEABILITY, 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 EACH 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 ANY GUARANTOR OR THE REVOCATION OR REPUDIATION OF ANY
OF THE LOAN DOCUMENTS BY ANY BORROWER OR ANY OTHER PERSON, INCLUDING ANY RIGHT
ANY 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 ANY 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.
7
SECTION 2.16.
OTHER ACTIONS TAKEN OR OMITTED. ANY
OTHER ACTION TAKEN OR OMITTED TO BE TAKEN WITH RESPECT TO THE LOAN DOCUMENTS,
THE