OF THE GUARANTEED
OBLIGATIONS THE ENTIRE OUTSTANDING GUARANTEED OBLIGATIONS DUE AND OWING TO SUCH
HOLDERS.
PAYMENT BY GUARANTORS 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 THE
GUARANTEED OBLIGATIONS BEFORE SEEKING SATISFACTION FROM ANY OR ALL OF THE
GUARANTORS, 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, AND WITHOUT LIMITING ANY OTHER WAIVERS
CONTAINED HEREIN, EACH GUARANTOR WAIVES, AND AGREES THAT IT SHALL NOT AT ANY
TIME INSIST UPON, PLEAD OR IN ANY MANNER WHATSOEVER 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 SUCH GUARANTOR
OF ITS GUARANTEED OBLIGATIONS UNDER, OR THE ENFORCEMENT BY AGENT OR LENDERS OF,
THIS GUARANTY.
EACH 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 ANY BORROWER'S FINANCIAL CONDITION OR ANY OTHER FACT WHICH
MIGHT INCREASE THE RISK TO ANY GUARANTOR) WITH RESPECT TO ANY OF THE GUARANTEED
OBLIGATIONS OR ALL OTHER DEMANDS WHATSOEVER AND WAIVES THE BENEFIT OF ALL
PROVISIONS OF LAW WHICH ARE OR MIGHT BE IN CONFLICT WITH THE TERMS OF THIS
GUARANTY.
EACH GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN
ELECTION OF REMEDIES BY AGENT OR ANY LENDER.
EACH GUARANTOR REPRESENTS,
WARRANTS AND JOINTLY AND SEVERALLY 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.
EACH GUARANTOR
FURTHER JOINTLY AND SEVERALLY 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.
ADDITIONALLY, EACH GUARANTOR FURTHER ACKNOWLEDGES AND AGREES THAT CALIFORNIA
CIVIL CODE SECTION 2856 AUTHORIZES AND VALIDATES WAIVERS OF A GUARANTOR'S RIGHTS
OF SUBROGATION AND REIMBURSEMENT