OR
INDIRECTLY, JOINTLY, SEVERALLY, OR JOINTLY AND SEVERALLY, TO PAY, PERFORM,
GUARANTEE OR ASSURE THE PAYMENT OF THE GUARANTEED OBLIGATIONS, OR ANY PART
THEREOF, IT BEING RECOGNIZED, ACKNOWLEDGED AND AGREED BY EACH GUARANTOR THAT
SUCH GUARANTOR MAY BE REQUIRED TO PAY THE GUARANTEED OBLIGATIONS IN FULL WITHOUT
ASSISTANCE OR SUPPORT OF ANY OTHER PARTY, AND SUCH GUARANTOR HAS NOT BEEN
INDUCED TO ENTER INTO THIS GUARANTY ON THE BASIS OF A CONTEMPLATION, BELIEF,
UNDERSTANDING OR AGREEMENT THAT OTHER PARTIES WILL BE LIABLE TO PAY OR PERFORM
THE GUARANTEED OBLIGATIONS, OR THAT LENDER WILL LOOK TO OTHER PARTIES TO PAY OR
PERFORM THE GUARANTEED OBLIGATIONS.
2.6
OTHER COLLATERAL.
THE TAKING OR ACCEPTING OF ANY OTHER SECURITY,
COLLATERAL OR GUARANTY, OR OTHER ASSURANCE OF PAYMENT, FOR ALL OR ANY PART OF
THE GUARANTEED OBLIGATIONS.
2.7
RELEASE OF COLLATERAL.
ANY RELEASE, SURRENDER, EXCHANGE,
SUBORDINATION, DETERIORATION, WASTE, LOSS OR IMPAIRMENT (INCLUDING, WITHOUT
LIMITATION, NEGLIGENT, WILLFUL, UNREASONABLE OR UNJUSTIFIABLE IMPAIRMENT) OF ANY
COLLATERAL, PROPERTY OR SECURITY AT ANY TIME EXISTING IN CONNECTION WITH, OR
ASSURING OR SECURING PAYMENT OF, ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS.
2.8
CARE AND DILIGENCE.
THE FAILURE OF LENDER OR ANY OTHER PARTY TO
EXERCISE DILIGENCE OR REASONABLE CARE IN THE PRESERVATION, PROTECTION,
ENFORCEMENT, SALE OR OTHER HANDLING OR TREATMENT OF ALL OR ANY PART OF ANY
COLLATERAL, PROPERTY OR SECURITY, INCLUDING, BUT NOT LIMITED TO,
9
ANY NEGLECT, DELAY, OMISSION, FAILURE OR REFUSAL OF LENDER (A) TO TAKE OR
PROSECUTE ANY ACTION FOR THE COLLECTION OF ANY OF THE GUARANTEED OBLIGATIONS, OR
(B) TO FORECLOSE, OR INITIATE ANY ACTION TO FORECLOSE, OR, ONCE COMMENCED,
PROSECUTE TO COMPLETION ANY ACTION TO FORECLOSE UPON ANY SECURITY THEREFOR, OR
(C) TO TAKE OR PROSECUTE ANY ACTION IN CONNECTION WITH ANY INSTRUMENT OR
AGREEMENT EVIDENCING OR SECURING ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS.
2.9
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.
2.10
REPRESENTATIONS.
THE ACCURACY OR INACCURACY OF THE REPRESENTATIONS
AND WARRANTIES MADE BY ANY GUARANTOR HEREIN OR BY ANY BORROWER IN ANY OF THE
LOAN DOCUMENTS.
2.11
OFFSET.
THE NOTE, THE LOAN AGREEMENT, THE GUARANTEED OBLIGATIONS
AND THE LIABILITIES AND OBLIGATIONS OF GUARANTORS TO LENDER HEREUNDER SHALL NOT
BE REDUCED, DISCHARGED OR RELEASED BECAUSE OF OR BY REASON OF ANY EXISTING OR
FUTURE RIGHT OF OFFSET, CLAIM OR DEFENSE
(EXCEPT AS MAY BE EXPRESSLY PROVIDED
IN THE LOAN AGREEMENT AND EXCEPT THAT OF PAYMENT OF THE GUARANTEED OBLIGATIONS)
OF ANY BORROWER AGAINST LENDER OR ANY OTHER PERSON, OR