HAS NOT BEEN INDUCED TO
ENTER INTO THIS GUARANTY ON THE BASIS OF A CONTEMPLATION, BELIEF, UNDERSTANDING
OR AGREEMENT THAT OTHER PERSONS WILL BE LIABLE TO PAY OR PERFORM THE GUARANTEED
OBLIGATIONS, OR THAT LENDER 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 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 ANY NEGLECT,
DELAY, OMISSION, FAILURE OR REFUSAL OF LENDER (EXCEPT TO THE EXTENT OF LENDER'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) (A) TO TAKE OR PROSECUTE ANY ACTION FOR
THE COLLECTION OF ANY OF
5
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, COLLECTABILITY 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 LENDER, OR ANY OTHER PERSON, OR AGAINST PAYMENT OF THE
GUARANTEED OBLIGATIONS, WHETHER SUCH RIGHT OF OFFSET, CLAIM OR DEFENSE (OTHER
THAN THE DEFENSE OF PAYMENT IN FULL) 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 PERSON.
2.12.
PREFERENCE.
ANY PAYMENT BY BORROWER TO LENDER IS HELD TO
CONSTITUTE A PREFERENCE UNDER BANKRUPTCY LAWS, OR FOR ANY REASON 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