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
GUARANTOR SHALL REMAIN
5
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 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
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
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.
SECTION 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 OBLIGATIONS,
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,