the Guaranteed Obligations.
7.5
WAIVERS BY GUARANTORS.
EACH GUARANTOR
HEREBY WAIVES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FOR THE
BENEFIT OF SECURED PARTIES:
(A) ANY RIGHT TO REQUIRE ANY SECURED PARTY, 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 SECURED PARTY IN FAVOR OF THE BORROWER OR ANY OTHER
PERSON, OR (IV) PURSUE ANY OTHER REMEDY IN THE POWER OF ANY SECURED PARTY
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 SECURED PARTY'S ERRORS OR OMISSIONS IN THE ADMINISTRATION
OF THE GUARANTEED OBLIGATIONS, EXCEPT BEHAVIOR BY SUCH SECURED PARTY 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 SECURED PARTY 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 OR ANY AGREEMENT RELATED THERETO,
NOTICES OF ANY EXTENSION OF CREDIT TO THE BORROWER AND NOTICES OF ANY OF THE
MATTERS REFERRED TO IN SECTION 7.4 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.
7.6
GUARANTORS' RIGHTS OF SUBROGATION,
CONTRIBUTION, ETC.
UNTIL THE GUARANTEED OBLIGATIONS SHALL HAVE BEEN PAID IN
FULL, EACH GUARANTOR HEREBY WAIVES ANY