OR ANY OTHER PARTIES WITH RESPECT TO THE
GUARANTEED OBLIGATIONS.
SECTION 2.2
ADJUSTMENT. ANY ADJUSTMENT, INDULGENCE, FORBEARANCE OR
COMPROMISE THAT MIGHT BE GRANTED OR GIVEN BY LENDER TO BORROWER OR GUARANTOR IN
CONNECTION WITH THE GUARANTEED OBLIGATIONS.
5
SECTION 2.3
CONDITION OF BORROWER OR GUARANTOR. THE INSOLVENCY,
BANKRUPTCY, ARRANGEMENT, ADJUSTMENT, COMPOSITION, LIQUIDATION, DISABILITY,
DISSOLUTION OR LACK OF POWER OF BORROWER, GUARANTOR OR ANY OTHER PARTY AT ANY
TIME LIABLE FOR THE PAYMENT OF ALL OR PART OF THE GUARANTEED OBLIGATIONS; OR ANY
DISSOLUTION OF BORROWER OR GUARANTOR, OR ANY SALE, LEASE OR TRANSFER OF ANY OR
ALL OF THE ASSETS OF BORROWER OR GUARANTOR, OR ANY CHANGES IN THE SHAREHOLDERS,
PARTNERS OR MEMBERS OF BORROWER OR GUARANTOR; OR ANY REORGANIZATION OF BORROWER
OR GUARANTOR.
SECTION 2.4
INVALIDITY OF GUARANTEED OBLIGATIONS. THE INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY OF ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS,
OR ANY DOCUMENT OR AGREEMENT EXECUTED IN CONNECTION WITH THE GUARANTEED
OBLIGATIONS, FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION THE FACT
THAT (I) THE GUARANTEED OBLIGATIONS, OR ANY PART THEREOF, EXCEED THE AMOUNT
PERMITTED BY LAW, (II) THE ACT OF CREATING THE GUARANTEED OBLIGATIONS OR ANY
PART THEREOF, IS ULTRA VIRES, (III) THE OFFICERS OR REPRESENTATIVES EXECUTING
THE NOTE OR THE OTHER LOAN DOCUMENTS OR OTHERWISE CREATING THE GUARANTEED
OBLIGATIONS ACTED IN EXCESS OF THEIR AUTHORITY, (IV) THE GUARANTEED OBLIGATIONS
VIOLATE APPLICABLE USURY LAWS, (V) BORROWER HAS VALID DEFENSES, CLAIMS OR
OFFSETS (WHETHER AT LAW, IN EQUITY OR BY AGREEMENT) WHICH RENDER THE GUARANTEED
OBLIGATIONS WHOLLY OR PARTIALLY UNCOLLECTIBLE FROM BORROWER, (VI) THE CREATION,
PERFORMANCE OR REPAYMENT OF THE GUARANTEED OBLIGATIONS (OR THE EXECUTION,
DELIVERY AND PERFORMANCE OF ANY DOCUMENT OR INSTRUMENT REPRESENTING PART OF THE
GUARANTEED OBLIGATIONS OR EXECUTED IN CONNECTION WITH THE GUARANTEED
OBLIGATIONS, OR GIVEN TO SECURE THE REPAYMENT OF THE GUARANTEED OBLIGATIONS) IS
ILLEGAL, UNCOLLECTIBLE OR UNENFORCEABLE, OR (VII) THE NOTE OR ANY OF THE OTHER
LOAN DOCUMENTS HAVE BEEN FORGED OR OTHERWISE ARE IRREGULAR OR NOT GENUINE OR
AUTHENTIC, IT BEING AGREED THAT GUARANTOR SHALL REMAIN LIABLE HEREON REGARDLESS
OF WHETHER BORROWER OR ANY OTHER PERSON MAY BE FOUND NOT LIABLE ON THE
GUARANTEED OBLIGATIONS OR ANY PART THEREOF FOR ANY REASON.
SECTION 2.5
RELEASE OF OBLIGORS. ANY FULL OR PARTIAL RELEASE OF THE
LIABILITY OF BORROWER ON THE GUARANTEED OBLIGATIONS, OR ANY PART THEREOF OR OF
ANY CO-GUARANTORS, OR ANY OTHER PERSON OR ENTITY 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 GUARANTOR THAT
GUARANTOR MAY BE REQUIRED TO PAY THE GUARANTEED OBLIGATIONS IN FULL WITHOUT
ASSISTANCE OR SUPPORT OF ANY OTHER PARTY, AND GUARANTOR HAS NOT BEEN INDUCED TO
ENTER INTO THIS GUARANTY ON THE BASIS OF 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