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 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