LAW, (II) THE ACT OF CREATING THE GUARANTEED OBLIGATIONS OR ANY
PART THEREOF IS ULTRA VIRES, (III) THE OFFICERS OR REPRESENTATIVES EXECUTING THE
NOTE, THE PLEDGE AGREEMENT, THE LOAN AGREEMENT, THIS GUARANTY, THE OTHER LOAN
DOCUMENTS OR THE OTHER SECURITY DOCUMENTS OR OTHERWISE CREATING THE GUARANTEED
OBLIGATIONS ACTED IN EXCESS OF THEIR AUTHORITY, (IV) THE
5
GUARANTEED OBLIGATIONS VIOLATE APPLICABLE USURY LAWS, (V) THE 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, THE LOAN AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY OF THE
OTHER SECURITY DOCUMENTS HAVE BEEN FORGED OR OTHERWISE ARE IRREGULAR OR NOT
GENUINE OR AUTHENTIC, IT BEING AGREED THAT EACH 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.
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 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 EACH GUARANTOR THAT
EACH GUARANTOR MAY BE REQUIRED TO PAY THE GUARANTEED OBLIGATIONS IN FULL WITHOUT
ASSISTANCE OR SUPPORT OF ANY OTHER PARTY, AND NO GUARANTOR HAS 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
GUARANTEED OBLIGATIONS.
SECTION 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.
SECTION 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.
SECTION 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 LENDER (I) TO TAKE OR PROSECUTE ANY
ACTION FOR THE COLLECTION OF ANY OF THE GUARANTEED OBLIGATIONS OR (II) TO