AGENT OR ANY LENDER WITH RESPECT TO THE GUARANTEED OBLIGATIONS.
THIS GUARANTY MAY BE ENFORCED BY THE AGENT AND ANY PERMITTED ASSIGNEE OF THE
AGENT AND SHALL NOT BE DISCHARGED BY THE ASSIGNMENT OR NEGOTIATION OF ALL OR
PART OF THE AGENT'S OR ANY LENDER'S RIGHTS UNDER THE CREDIT AGREEMENT.
SECTION 1.3.
PAYMENT BY THE GUARANTORS. IF ALL
OR ANY PART OF THE GUARANTEED OBLIGATIONS SHALL NOT BE PUNCTUALLY PAID WHEN DUE,
WHETHER AT DEMAND, MATURITY, ACCELERATION OR OTHERWISE, THE GUARANTORS SHALL,
IMMEDIATELY UPON DEMAND BY THE AGENT, AND WITHOUT PRESENTMENT, PROTEST, NOTICE
OF PROTEST, NOTICE OF NON-PAYMENT, NOTICE OF INTENTION TO ACCELERATE THE
MATURITY, NOTICE OF ACCELERATION OF THE MATURITY, OR ANY OTHER NOTICE
WHATSOEVER, PAY IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE AMOUNT DUE
ON THE GUARANTEED OBLIGATIONS TO THE AGENT AT THE AGENT'S ADDRESS AS SET FORTH
HEREIN. SUCH DEMAND(S) MAY BE MADE AT ANY TIME COINCIDENT WITH OR AFTER THE TIME
FOR PAYMENT OF ALL OR PART OF THE GUARANTEED OBLIGATIONS, AND MAY BE MADE FROM
TIME TO TIME WITH RESPECT TO THE SAME OR DIFFERENT ITEMS OF GUARANTEED
OBLIGATIONS. SUCH DEMAND SHALL BE DEEMED MADE, GIVEN AND RECEIVED IN ACCORDANCE
WITH THE NOTICE PROVISIONS HEREOF.
SECTION 1.4.
NO DUTY TO PURSUE OTHERS. THE
LIABILITY OF EACH GUARANTOR SHALL BE DIRECT AND IMMEDIATE AS A PRIMARY AND NOT A
SECONDARY OBLIGATION OR LIABILITY. IT SHALL NOT BE NECESSARY FOR THE AGENT (AND
EACH GUARANTOR HEREBY WAIVES ANY RIGHTS WHICH SUCH GUARANTOR MAY HAVE TO REQUIRE
THE AGENT), IN ORDER TO ENFORCE THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER,
FIRST TO (A) INSTITUTE SUIT OR EXHAUST ITS REMEDIES AGAINST ANY BORROWER OR
OTHERS LIABLE ON THE LOANS OR THE GUARANTEED OBLIGATIONS OR ANY OTHER PERSON,
(B) ENFORCE THE AGENT'S RIGHTS AGAINST ANY COLLATERAL WHICH SHALL EVER HAVE BEEN
GIVEN TO SECURE THE LOANS, (C) ENFORCE THE AGENT'S RIGHTS AGAINST ANY OTHER
GUARANTORS OF THE GUARANTEED OBLIGATIONS, (D) JOIN THE BORROWERS OR ANY OTHERS
LIABLE ON THE GUARANTEED OBLIGATIONS IN ANY ACTION SEEKING TO ENFORCE THIS
GUARANTY, (E) EXHAUST ANY REMEDIES AVAILABLE TO THE AGENT OR ANY LENDER AGAINST
ANY COLLATERAL WHICH SHALL EVER HAVE BEEN GIVEN TO SECURE THE LOANS, OR
(F) RESORT TO ANY OTHER MEANS OF OBTAINING PAYMENT OF THE GUARANTEED
OBLIGATIONS. NEITHER THE AGENT NOR THE LENDERS SHALL BE REQUIRED TO MITIGATE
DAMAGES OR TAKE ANY OTHER ACTION TO REDUCE, COLLECT OR ENFORCE THE GUARANTEED
OBLIGATIONS.
SECTION 1.5.
WAIVERS.
(A)
WITHOUT LIMITATION TO ANY OTHER WAIVERS
CONTAINED IN THIS GUARANTY, EACH GUARANTOR ACKNOWLEDGES AND AGREES TO THE
PROVISIONS OF THE LOAN DOCUMENTS, AND HEREBY WAIVES NOTICE OF: (I) ANY LOANS OR
ADVANCES MADE BY THE LENDERS TO ANY OF THE BORROWERS; (II) ACCEPTANCE OF THIS
GUARANTY; (III) ANY AMENDMENT OR EXTENSION OF THE CREDIT AGREEMENT OR OF ANY
OTHER LOAN DOCUMENTS; (IV) THE EXECUTION AND DELIVERY BY THE BORROWERS AND THE
AGENT OR ANY LENDER OF ANY OTHER LOAN OR CREDIT AGREEMENT OR OF ANY BORROWER'S
EXECUTION AND DELIVERY OF ANY PROMISSORY