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, SUBJECT, HOWEVER, TO THE TERMS OF SECTION 1.3 HEREOF.
7
SECTION 2.8
CARE AND DILIGENCE.
THE FAILURE OF LENDER OR ANY OTHER
PERSON 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.
SECTION 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.
SECTION 2.10
OFFSET.
THE NOTE, THE GUARANTEED OBLIGATIONS AND THE
LIABILITIES AND OBLIGATIONS OF GUARANTOR 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 (OTHER THAN PRIOR PAYMENT OR
PERFORMANCE) OF BORROWER AGAINST LENDER, OR ANY OTHER PARTY, OR AGAINST PAYMENT
OF THE GUARANTEED OBLIGATIONS, WHETHER SUCH RIGHT OF OFFSET, CLAIM OR DEFENSE
(OTHER THAN PRIOR PAYMENT OR PERFORMANCE) ARISES IN CONNECTION WITH THE
GUARANTEED OBLIGATIONS (OR THE TRANSACTIONS CREATING THE GUARANTEED OBLIGATIONS)
OR OTHERWISE.
SECTION 2.11
MERGER.
THE REORGANIZATION, MERGER OR CONSOLIDATION OF
BORROWER INTO OR WITH ANY OTHER PERSON.
SECTION 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.
SECTION 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 SHALL
BE OBLIGATED TO PAY THE GUARANTEED OBLIGATIONS WHEN DUE, NOTWITHSTANDING ANY
OCCURRENCE, CIRCUMSTANCE, EVENT, ACTION, OR