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
4
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 B, THE MORTGAGE, THE LOAN AGREEMENT 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 BE FOUND NOT LIABLE ON THE
GUARANTEED OBLIGATIONS OR ANY PART THEREOF FOR ANY REASON.
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 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 NOTE B HOLDER WILL LOOK TO OTHER PARTIES TO PAY OR PERFORM
THE GUARANTEED OBLIGATIONS.
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.
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.
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 ANY COLLATERAL, PROPERTY OR SECURITY, INCLUDING BUT NOT LIMITED TO ANY
NEGLECT, DELAY, OMISSION, FAILURE OR REFUSAL OF NOTE B HOLDER (I) TO TAKE OR
PROSECUTE ANY ACTION FOR THE COLLECTION OF ANY OF THE GUARANTEED OBLIGATIONS OR
(II) TO FORECLOSE, OR INITIATE ANY ACTION TO FORECLOSE, OR, ONCE COMMENCED,
PROSECUTE TO COMPLETION ANY ACTION TO FORECLOSE UPON ANY SECURITY THEREFOR, OR
(III) TO TAKE OR PROSECUTE ANY ACTION IN CONNECTION WITH ANY INSTRUMENT OR
AGREEMENT EVIDENCING OR SECURING ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS.
2.9
UNENFORCEABILITY. THE