GUARANTOR HAS NOT BEEN
INDUCED TO ENTER INTO THIS GUARANTY ON THE BASIS OF A CONTEMPLATION, BELIEF,
UNDERSTANDING OR AGREEMENT THAT ANY OTHER PERSON (INCLUDING ANY OTHER GUARANTOR)
WILL BE LIABLE TO PAY OR PERFORM THE GUARANTEED OBLIGATION, OR THAT LENDER WILL
LOOK TO ANY OTHER PERSON (INCLUDING ANY OTHER GUARANTOR) TO PAY OR PERFORM THE
GUARANTEED OBLIGATION.
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 OBLIGATION.
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 OBLIGATION.
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 SUCH
COLLATERAL, PROPERTY OR SECURITY, INCLUDING, BUT NOT LIMITED
5
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 OBLIGATION 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 OBLIGATION.
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 OBLIGATION, 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 OBLIGATION.
2.10
OFFSET.
THE NOTE, THE GUARANTEED OBLIGATION AND THE LIABILITIES AND
OBLIGATIONS OF GUARANTORS TO LENDER HEREUNDER SHALL NOT BE REDUCED, DISCHARGED
OR RELEASED 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
FOR THE DEFENSE OF PAYMENT OF THE GUARANTEED OBLIGATION) OF ANY BORROWER AGAINST
LENDER, OR ANY OTHER PERSON, OR AGAINST PAYMENT OF THE GUARANTEED OBLIGATION,
WHETHER SUCH RIGHT OF OFFSET, CLAIM OR DEFENSE ARISES IN CONNECTION WITH THE
GUARANTEED OBLIGATION (OR THE TRANSACTIONS CREATING THE GUARANTEED OBLIGATION)
OR OTHERWISE.
2.11
MERGER.
THE REORGANIZATION, MERGER OR CONSOLIDATION OF ANY BORROWER
INTO OR WITH ANY PERSON.
2.12
PREFERENCE.
ANY PAYMENT BY ANY 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