ON THE GUARANTEED OBLIGATIONS, OR ANY PART THEREOF, OR
OF ANY CO-GUARANTORS, OR ANY OTHER PERSON NOW OR HEREAFTER LIABLE, WHETHER
DIRECTLY 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 THE GUARANTOR THAT
THE GUARANTOR MAY BE REQUIRED TO PAY THE GUARANTEED OBLIGATIONS IN FULL WITHOUT
ASSISTANCE OR SUPPORT OF ANY OTHER PARTY, AND THE GUARANTOR 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 THE
GUARANTEED OBLIGATIONS, OR THAT THE AGENT OR THE LENDERS WILL LOOK TO OTHER
PERSONS TO PAY THE GUARANTEED OBLIGATIONS.
SECTION 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.
SECTION 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,
OR THE APPLICATION BY ANY BORROWER OF THE PROCEEDS OF THE LOANS FOR PURPOSES
OTHER THAN THE PURPOSES REPRESENTED BY SUCH BORROWER TO THE AGENT AND LENDERS OR
INTENDED OR UNDERSTOOD BY THE AGENT AND LENDERS OR GUARANTOR.
SECTION 2.8.
CARE AND DILIGENCE. THE FAILURE OF THE AGENT OR ANY
LENDER TO DILIGENTLY EXERCISE ITS RIGHTS AND REMEDIES UNDER ANY OF THE LOAN
DOCUMENTS, OR 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 THE AGENT OR ANY 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, (D) TO TAKE ANY OTHER ACTS OR OMISSIONS OF WHICH VARY, INCREASE OR
DECREASE THE RISK ON THE GUARANTOR, OTHER THAN ANY LOSS, DAMAGE LIABILITY OR
COST ARISING FROM THE AGENT'S OR SUCH LENDER'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT FOLLOWING THE AGENT'S TAKING TITLE TO THE COLLATERAL.
SECTION 2.9.
LENDER DISCLOSURE. THE FAILURE OF THE AGENT OR THE
LENDERS TO DISCLOSE TO THE GUARANTOR (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 THE GUARANTOR INTENDS TO ASSUME OR HAS REASON TO BELIEVE THAT SUCH
6
FACTS ARE UNKNOWN TO