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 (SUBJECT TO THE MAXIMUM AGGREGATE LIABILITY AS SET FORTH IN SECTION
1.1(C) HEREOF) TO ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS, AT ADMINISTRATIVE
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.
1.5
NO DUTY TO PURSUE OTHERS.
IT SHALL NOT BE
NECESSARY FOR ADMINISTRATIVE AGENT OR ANY LENDER (AND GUARANTOR HEREBY WAIVES
ANY RIGHTS WHICH GUARANTOR MAY HAVE TO REQUIRE ADMINISTRATIVE AGENT AND/OR ANY
LENDER), IN ORDER TO ENFORCE THE OBLIGATIONS OF GUARANTOR HEREUNDER, FIRST TO
(A) INSTITUTE SUIT OR EXHAUST ITS REMEDIES AGAINST BORROWER OR OTHERS LIABLE ON
THE LOAN OR THE GUARANTEED OBLIGATIONS OR ANY OTHER PERSON, (B) ENFORCE LENDERS'
RIGHTS AGAINST ANY COLLATERAL WHICH SHALL EVER HAVE BEEN GIVEN TO SECURE THE
LOAN, (C) ENFORCE LENDERS' RIGHTS AGAINST ANY OTHER GUARANTORS OF THE GUARANTEED
OBLIGATIONS, (D) JOIN BORROWER OR ANY OTHERS LIABLE ON THE GUARANTEED
OBLIGATIONS IN ANY ACTION SEEKING TO ENFORCE THIS GUARANTY, (E) EXHAUST ANY
REMEDIES AVAILABLE TO LENDERS AGAINST ANY COLLATERAL WHICH SHALL EVER HAVE BEEN
GIVEN TO SECURE THE LOAN, OR (F) RESORT TO ANY OTHER MEANS OF OBTAINING PAYMENT
OF THE GUARANTEED OBLIGATIONS.
NEITHER ANY LENDER NOR ADMINISTRATIVE AGENT, ON
BEHALF OF LENDERS, SHALL BE REQUIRED TO MITIGATE DAMAGES OR TAKE ANY OTHER
ACTION TO REDUCE, COLLECT OR ENFORCE THE GUARANTEED OBLIGATIONS.
1.6
WAIVERS.
GUARANTOR AGREES TO THE PROVISIONS
OF THE LOAN DOCUMENTS, AND HEREBY WAIVES NOTICE OF (A) ANY LOANS OR ADVANCES
MADE BY ADMINISTRATIVE AGENT OR ANY LENDER TO BORROWER, (B) ACCEPTANCE OF THIS
GUARANTY, (C) ANY AMENDMENT OR EXTENSION OF THE NOTE, THE LOAN AGREEMENT OR OF
ANY OTHER LOAN DOCUMENTS, (D) THE EXECUTION AND DELIVERY BY BORROWER,
ADMINISTRATIVE AGENT AND LENDERS OF ANY OTHER LOAN OR CREDIT AGREEMENT OR
OF BORROWER'S EXECUTION AND DELIVERY OF ANY PROMISSORY NOTES OR OTHER DOCUMENTS
ARISING UNDER THE LOAN DOCUMENTS OR IN CONNECTION WITH ANY PORTION OF THE
COLLATERAL FOR THE LOAN, (E) THE OCCURRENCE OF ANY DEFAULT OR AN EVENT OF
DEFAULT, (F) ANY LENDER'S TRANSFER OR DISPOSITION OF THE GUARANTEED OBLIGATIONS,
OR ANY PART THEREOF, (G) SALE OR FORECLOSURE (OR POSTING OR ADVERTISING FOR SALE
OR FORECLOSURE) OF ANY COLLATERAL FOR THE GUARANTEED OBLIGATIONS, (H) PROTEST,
PROOF OF NON-PAYMENT OR DEFAULT BY BORROWER, AND (I) ANY OTHER ACTION AT ANY
TIME TAKEN OR OMITTED BY ADMINISTRATIVE AGENT OR ANY LENDER, AND, GENERALLY, ALL
DEMANDS AND NOTICES OF EVERY KIND IN CONNECTION WITH THIS GUARANTY OR THE LOAN
DOCUMENTS.
1.7
PAYMENT OF EXPENSES.