GUARANTEED
OBLIGATIONS DUE AND OWING TO SUCH HOLDERS. PAYMENT BY GUARANTOR SHALL BE MADE TO
AGENT IN IMMEDIATELY AVAILABLE FEDERAL FUNDS TO AN ACCOUNT DESIGNATED BY AGENT
OR AT THE ADDRESS SET FORTH HEREIN FOR THE GIVING OF NOTICE TO AGENT OR AT ANY
OTHER ADDRESS THAT MAY BE SPECIFIED IN WRITING FROM TIME TO TIME BY AGENT, AND
SHALL BE CREDITED AND APPLIED TO THE GUARANTEED OBLIGATIONS.
2.3.
ENFORCEMENT OF GUARANTY. IN NO EVENT SHALL
AGENT HAVE ANY OBLIGATION (ALTHOUGH IT IS ENTITLED, AT ITS OPTION) TO PROCEED
AGAINST ANY BORROWER OR ANY OTHER CREDIT PARTY OR ANY COLLATERAL PLEDGED TO
SECURE GUARANTEED OBLIGATIONS BEFORE SEEKING SATISFACTION FROM THE GUARANTOR,
AND AGENT MAY PROCEED, PRIOR OR SUBSEQUENT TO, OR SIMULTANEOUSLY WITH, THE
ENFORCEMENT OF AGENT'S RIGHTS HEREUNDER, TO EXERCISE ANY RIGHT OR REMEDY WHICH
IT MAY HAVE AGAINST ANY COLLATERAL, AS A RESULT OF ANY LIEN IT MAY HAVE AS
SECURITY FOR ALL OR ANY PORTION OF THE GUARANTEED OBLIGATIONS.
2.4.
WAIVER. IN ADDITION TO THE WAIVERS CONTAINED
IN SECTION 2.1 HEREOF, GUARANTOR WAIVES, AND AGREES THAT IT SHALL NOT AT ANY
TIME INSIST UPON, PLEAD OR IN ANY MANNER WHATEVER CLAIM OR TAKE THE BENEFIT OR
ADVANTAGE OF, ANY APPRAISAL, VALUATION, STAY, EXTENSION, MARSHALING OF ASSETS OR
REDEMPTION LAWS, OR EXEMPTION, WHETHER NOW OR AT ANY TIME HEREAFTER IN FORCE,
WHICH MAY DELAY, PREVENT OR OTHERWISE AFFECT THE PERFORMANCE BY GUARANTOR OF ITS
GUARANTEED OBLIGATIONS UNDER, OR THE ENFORCEMENT BY AGENT OR LENDERS OF, THIS
GUARANTY. GUARANTOR HEREBY WAIVES DILIGENCE, PRESENTMENT AND DEMAND (WHETHER FOR
NON-PAYMENT OR PROTEST OR OF ACCEPTANCE, MATURITY, EXTENSION OF TIME, CHANGE IN
NATURE OR FORM OF THE GUARANTEED OBLIGATIONS, ACCEPTANCE OF FURTHER SECURITY,
RELEASE OF FURTHER SECURITY, COMPOSITION OR AGREEMENT ARRIVED AT AS TO THE
AMOUNT OF, OR THE TERMS OF, THE GUARANTEED OBLIGATIONS, NOTICE OF ADVERSE CHANGE
IN BORROWER'S FINANCIAL CONDITION OR ANY OTHER FACT WHICH MIGHT INCREASE THE
RISK TO GUARANTOR) WITH RESPECT TO ANY OF THE GUARANTEED OBLIGATIONS OR ALL
OTHER DEMANDS WHATSOEVER AND WAIVE THE BENEFIT OF ALL PROVISIONS OF LAW WHICH
ARE OR MIGHT BE IN CONFLICT WITH THE TERMS OF THIS GUARANTY. GUARANTOR
REPRESENTS, WARRANTS AND AGREES THAT, AS OF THE DATE OF THIS GUARANTY, ITS
OBLIGATIONS UNDER THIS GUARANTY ARE NOT SUBJECT TO ANY OFFSETS OR DEFENSES
AGAINST AGENT OR LENDERS OR ANY CREDIT PARTY OF ANY KIND. GUARANTOR FURTHER
AGREES THAT ITS OBLIGATIONS UNDER THIS GUARANTY SHALL NOT BE SUBJECT TO ANY
COUNTERCLAIMS, OFFSETS OR DEFENSES AGAINST AGENT OR ANY LENDER OR AGAINST ANY
CREDIT PARTY OF ANY KIND WHICH MAY ARISE IN THE FUTURE.
2.5.
BENEFIT OF GUARANTY. THE PROVISIONS OF THIS
GUARANTY ARE FOR THE BENEFIT OF AGENT AND LENDERS AND THEIR RESPECTIVE
SUCCESSORS, TRANSFEREES, ENDORSEES AND ASSIGNS, AND NOTHING HEREIN CONTAINED
SHALL IMPAIR, AS BETWEEN ANY CREDIT PARTY AND AGENT OR LENDERS, THE OBLIGATIONS
OF ANY CREDIT PARTY UNDER THE LOAN DOCUMENTS. IN THE EVENT ALL OR ANY PART OF
THE GUARANTEED OBLIGATIONS ARE TRANSFERRED, INDORSED OR ASSIGNED BY AGENT OR ANY