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, 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
AGAINST PAYMENT OF THE GUARANTEED OBLIGATIONS, WHETHER SUCH RIGHT OF OFFSET,
CLAIM OR DEFENSE ARISES IN
10
CONNECTION WITH THE GUARANTEED OBLIGATIONS (OR THE TRANSACTIONS CREATING THE
GUARANTEED OBLIGATIONS) OR OTHERWISE.
2.12
MERGER.
THE REORGANIZATION, MERGER OR CONSOLIDATION OF ANY
BORROWER INTO OR WITH ANY OTHER PERSON.
2.13
PREFERENCE.
ANY PAYMENT BY ANY BORROWER TO LENDER IS HELD
TO CONSTITUTE A PREFERENCE UNDER BANKRUPTCY LAWS OR FOR ANY REASON LENDER IS