frauds, statute of
limitations, accord and satisfaction and usury; and (viii) any other act or
thing or omission, or delay to do any other act or thing, which may or might in
any manner or to any extent vary the risk of any Guarantor as an obligor in
respect of the Guaranteed Obligations.
7.5
WAIVERS BY GUARANTORS.
EACH GUARANTOR
HEREBY WAIVES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FOR THE
BENEFIT OF THE LENDERS AND EACH AGENT:
(A) ANY RIGHT TO REQUIRE ANY LENDER OR
AGENT, AS THE CASE MAY BE, AS A CONDITION OF PAYMENT OR PERFORMANCE BY SUCH
GUARANTOR, TO (I) PROCEED AGAINST THE BORROWER, ANY OTHER GUARANTOR (INCLUDING
ANY OTHER GUARANTOR) OF THE GUARANTEED OBLIGATIONS OR ANY OTHER PERSON, (II)
PROCEED AGAINST OR EXHAUST ANY SECURITY HELD FROM THE BORROWER, ANY SUCH OTHER
GUARANTOR OR ANY OTHER PERSON, (III) PROCEED AGAINST OR HAVE RESORT TO ANY
BALANCE OF ANY DEPOSIT ACCOUNT OR CREDIT ON THE BOOKS OF ANY LENDER OR AGENT, AS
THE CASE MAY BE, IN FAVOR OF THE BORROWER OR ANY OTHER PERSON, OR (IV) PURSUE
ANY OTHER REMEDY IN THE POWER OF ANY LENDER OR AGENT, AS THE CASE MAY BE,
WHATSOEVER; (B) ANY DEFENSE ARISING BY REASON OF THE INCAPACITY, LACK OF
AUTHORITY OR ANY DISABILITY OR OTHER DEFENSE OF THE BORROWER OR ANY OTHER
GUARANTOR INCLUDING ANY DEFENSE BASED ON OR ARISING OUT OF THE LACK OF VALIDITY
OR THE UNENFORCEABILITY OF THE GUARANTEED OBLIGATIONS OR ANY AGREEMENT OR
INSTRUMENT RELATING THERETO OR BY REASON OF THE CESSATION OF THE LIABILITY OF
THE BORROWER OR ANY OTHER GUARANTOR FROM ANY CAUSE OTHER THAN PAYMENT IN FULL OF
THE GUARANTEED 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 LENDER'S OR AGENT'S, AS THE CASE MAY BE, ERRORS OR
OMISSIONS IN THE ADMINISTRATION OF THE GUARANTEED OBLIGATIONS, EXCEPT BEHAVIOR
BY SUCH LENDER OR AGENT, AS THE CASE MAY BE, WHICH AMOUNTS TO GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT; (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
LENDER OR AGENT, AS THE CASE MAY BE, 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, THE OTHER CREDIT DOCUMENTS, THE RELATED OBLIGATION DOCUMENTS OR ANY
AGREEMENT OR INSTRUMENT RELATED THERETO, NOTICES OF ANY RENEWAL, EXTENSION OR
MODIFICATION OF THE GUARANTEED OBLIGATIONS