THAT LENDERS WILL LOOK TO OTHER PERSONS
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
ADMINISTRATIVE AGENT, ANY 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 SUCH COLLATERAL, PROPERTY OR
SECURITY, INCLUDING BUT NOT LIMITED TO ANY NEGLECT, DELAY, OMISSION, FAILURE OR
REFUSAL OF ADMINISTRATIVE AGENT AND/OR LENDERS (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 GUARANTOR THAT 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
OFFSET.
ANY EXISTING OR FUTURE RIGHT OF OFFSET,
CLAIM OR DEFENSE OF BORROWER AGAINST ADMINISTRATIVE 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.
2.11
MERGER.
THE REORGANIZATION, MERGER OR CONSOLIDATION
OF BORROWER INTO OR WITH ANY OTHER CORPORATION OR ENTITY.
2.12
PREFERENCE.
ANY PAYMENT BY BORROWER TO
ADMINISTRATIVE AGENT OR ANY LENDER IS HELD TO CONSTITUTE A PREFERENCE UNDER
BANKRUPTCY LAWS, OR FOR ANY REASON ADMINISTRATIVE AGENT OR ANY LENDER IS
REQUIRED TO REFUND SUCH PAYMENT OR PAY SUCH AMOUNT TO BORROWER OR SOMEONE ELSE.
2.13
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, WHETHER OR NOT SUCH ACTION
OR OMISSION PREJUDICES GUARANTOR OR INCREASES THE LIKELIHOOD THAT GUARANTOR WILL
BE REQUIRED TO PAY THE GUARANTEED OBLIGATIONS PURSUANT TO THE TERMS HEREOF, IT
IS THE UNAMBIGUOUS AND UNEQUIVOCAL INTENTION OF GUARANTOR THAT GUARANTOR