PAYMENT OR PERFORMANCE BY THE GUARANTOR, TO (I) PROCEED AGAINST THE BORROWER,
ANY OTHER GUARANTOR OF THE GUARANTIED OBLIGATIONS OR ANY OTHER PERSON, (II)
PROCEED AGAINST OR EXHAUST ANY SECURITY HELD FROM THE BORROWER, ANY SUCH OTHER
GUARANTOR OR ANY OTHER PERSON, (III) PROCEED AGAINST OR HAVE RESORT TO ANY
BALANCE OF ANY DEPOSIT ACCOUNT OR CREDIT ON THE BOOKS OF ANY BENEFICIARY IN
FAVOR OF THE BORROWER OR ANY OTHER PERSON, OR (IV) PURSUE ANY OTHER REMEDY IN
THE POWER OF ANY BENEFICIARY WHATSOEVER;
(B)
ANY DEFENSE ARISING BY REASON OF THE INCAPACITY, LACK OF
AUTHORITY OR ANY DISABILITY OR OTHER DEFENSE OF THE BORROWER INCLUDING, WITHOUT
LIMITATION, ANY DEFENSE BASED ON OR ARISING OUT OF THE LACK OF VALIDITY OR THE
UNENFORCEABILITY OF THE GUARANTIED OBLIGATIONS OR ANY AGREEMENT OR INSTRUMENT
RELATING THERETO OR BY REASON OF THE CESSATION OF THE LIABILITY OF THE BORROWER
FROM ANY CAUSE OTHER THAN PAYMENT IN FULL OF THE GUARANTIED OBLIGATIONS;
5
(C)
ANY DEFENSE BASED UPON ANY STATUTE OR RULE OF LAW WHICH
PROVIDES THAT THE OBLIGATION OF A SURETY MUST BE NEITHER LARGER IN AMOUNT NOR IN
OTHER RESPECTS MORE BURDENSOME THAN THAT OF THE PRINCIPAL;
(D)
ANY DEFENSE BASED UPON ANY BENEFICIARY'S ERRORS OR OMISSIONS
IN THE ADMINISTRATION OF THE GUARANTIED OBLIGATIONS, EXCEPT BEHAVIOR WHICH
AMOUNTS TO BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
(E)
(I) ANY PRINCIPLES OR PROVISIONS OF LAW, STATUTORY OR
OTHERWISE, WHICH ARE OR MIGHT BE IN CONFLICT WITH THE TERMS OF THIS GUARANTY AND
ANY LEGAL OR EQUITABLE DISCHARGE OF THE GUARANTOR'S OBLIGATIONS HEREUNDER, (II)
THE BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING THE GUARANTOR'S LIABILITY
HEREUNDER OR THE ENFORCEMENT HEREOF, (III) ANY RIGHTS TO SET-OFFS, RECOUPMENTS
AND COUNTERCLAIMS, AND (IV) PROMPTNESS, DILIGENCE AND ANY REQUIREMENT THAT ANY
BENEFICIARY PROTECT, SECURE, PERFECT OR INSURE ANY SECURITY INTEREST OR LIEN OR
ANY PROPERTY SUBJECT THERETO;
(F)
NOTICES, DEMANDS, PRESENTMENTS, PROTESTS, NOTICES OF PROTEST,
NOTICES OF DISHONOR AND NOTICES OF ANY ACTION OR INACTION, INCLUDING ACCEPTANCE
OF THIS GUARANTY, NOTICES OF DEFAULT UNDER ANY LOAN DOCUMENT OR ANY AGREEMENT OR
INSTRUMENT RELATED THERETO, NOTICES OF ANY RENEWAL, EXTENSION OR MODIFICATION OF
THE GUARANTIED OBLIGATIONS OR ANY AGREEMENT RELATED THERETO, NOTICES OF ANY
EXTENSION OF CREDIT TO THE BORROWER AND NOTICES OF ANY OF THE MATTERS REFERRED
TO IN SECTION 2.4 HEREOF AND ANY RIGHT TO CONSENT TO ANY THEREOF;
(G)
ANY DEFENSES OR BENEFITS THAT MAY BE DERIVED FROM OR AFFORDED
BY LAW WHICH LIMIT THE LIABILITY OF OR EXONERATE GUARANTORS OR SURETIES, OR
WHICH MAY CONFLICT WITH THE TERMS OF THIS GUARANTY;
(H)
ANY DEFENSE BASED UPON ANY BENEFICIARY'S ELECTION, IN ANY
PROCEEDING INSTITUTED UNDER THE BANKRUPTCY CODE, OF THE APPLICATION OF SECTION
1111(B)(2) OF THE BANKRUPTCY CODE OR ANY SUCCESSOR STATUTE;
(I)
ANY DEFENSE BASED UPON ANY USE OF CASH COLLATERAL OR
BORROWING OR ANY GRANT OF A SECURITY INTEREST UNDER SECTION 363 OR 364 OF THE
BANKRUPTCY CODE; AND
(J)
ANY DEFENSE BASED UPON DISALLOWANCE OF ANY PORTION OF ANY
BENEFICIARY'S CLAIMS