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 GUARANTOR. IF ALL OR ANY PART OF THE
GUARANTEED OBLIGATIONS SHALL NOT BE PUNCTUALLY PAID WHEN DUE, WHETHER AT DEMAND,
MATURITY, ACCELERATION OR OTHERWISE, THE GUARANTOR 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 THE 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 THE GUARANTOR HEREBY
WAIVES ANY RIGHTS WHICH THE GUARANTOR MAY HAVE TO REQUIRE THE AGENT), IN ORDER
TO ENFORCE THE OBLIGATIONS OF THE 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, THE 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 NOTES OR OTHER DOCUMENTS ARISING UNDER THE LOAN DOCUMENTS OR
IN CONNECTION WITH THE COLLATERAL; (V) THE OCCURRENCE OF ANY BREACH BY ANY
BORROWER UNDER ANY OF THE LOAN DOCUMENTS OR