or have resort to any balance of any deposit account or
credit on the books of Lender and its successors, indorsees, transferees and
assigns in favor of Borrower or any other Person, or (iv) pursue any other
remedy in the power of Lender and its respective successors, indorsees,
transferees and assigns whatsoever;
(B)
ANY DEFENSE ARISING BY REASON OF THE INCAPACITY, LACK OF AUTHORITY OR
ANY DISABILITY OR OTHER DEFENSE OF BORROWER OR ANY OTHER GUARANTOR INCLUDING ANY
DEFENSE BASED ON OR ARISING OUT OF THE LACK OF VALIDITY OR THE UNENFORCEABILITY
OF THE OBLIGATIONS OR ANY AGREEMENT OR INSTRUMENT RELATING THERETO OR BY REASON
OF THE CESSATION OF THE LIABILITY OF BORROWER OR ANY OTHER GUARANTOR FROM ANY
CAUSE OTHER THAN PAYMENT IN FULL OF THE OBLIGATIONS;
(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
ERRORS OR OMISSIONS IN THE ADMINISTRATION
OF THE OBLIGATIONS BY ANY AGENT, LENDER AND THEIR RESPECTIVE SUCCESSORS,
INDORSEES, TRANSFEREES AND ASSIGNS, EXCEPT BEHAVIOR WHICH AMOUNTS TO BAD FAITH;
(E)
(I) ANY PRINCIPLES OR PROVISIONS OF LAW, STATUTORY OR OTHERWISE, WHICH
ARE OR MIGHT BE IN CONFLICT WITH THE TERMS HEREOF AND ANY LEGAL OR EQUITABLE
DISCHARGE OF SUCH GUARANTOR'S OBLIGATIONS HEREUNDER, (II) THE BENEFIT OF ANY
STATUTE OF LIMITATIONS AFFECTING SUCH 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 AGENT, LENDER, AND
THEIR RESPECTIVE SUCCESSORS, INDORSEES, TRANSFEREES AND ASSIGNS 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 HEREOF,
NOTICES OF DEFAULT HEREUNDER, OR ANY AGREEMENT OR INSTRUMENT RELATED THERETO,
NOTICES OF ANY RENEWAL, EXTENSION OR MODIFICATION OF THE OBLIGATIONS OR ANY
AGREEMENT RELATED THERETO, NOTICES OF ANY EXTENSION OF CREDIT TO BORROWER AND
NOTICES OF ANY OF THE MATTERS REFERRED TO IN SECTION 2 AND ANY RIGHT TO CONSENT
TO ANY THEREOF; AND
(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 HEREOF. EACH GUARANTOR HEREBY WAIVES AND RELINQUISHES
ANY DUTY ON THE PART OF LENDER (SHOULD ANY SUCH DUTY EXIST) TO DISCLOSE TO ANY
GUARANTOR ANY MATTER OF FACT OR OTHER INFORMATION RELATED TO THE BUSINESS,
OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF BORROWER OR ITS PROPERTIES
OR TO ANY LOAN DOCUMENT OR THE TRANSACTIONS UNDERTAKEN PURSUANT TO, OR
CONTEMPLATED BY, ANY SUCH LOAN DOCUMENT, WHETHER NOW OR IN THE FUTURE KNOWN BY
LENDER.
4.5
AUTHORITY OF GUARANTORS OR BORROWER.
IT IS NOT NECESSARY FOR LENDER
AND ITS RESPECTIVE SUCCESSORS, INDORSEES, TRANSFEREES AND ASSIGNS TO INQUIRE
INTO THE CAPACITY OR POWERS OF
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