TO ANY AGENT OR ANY
LENDER, AT ITS ADDRESS SPECIFIED IN SECTION 10.02(A) OF THE CREDIT AGREEMENT, IF
TO ANY HEDGE BANK, AT ITS ADDRESS SPECIFIED IN THE SECURED HEDGE AGREEMENT TO
WHICH IT IS A PARTY, OR, AS TO ANY PARTY, AT SUCH OTHER ADDRESS AS SHALL BE
DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO EACH OTHER PARTY. NOTICES SENT
BY HAND OR OVERNIGHT COURIER SERVICE, OR MAILED BY CERTIFIED OR REGISTERED MAIL,
SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN RECEIVED; NOTICES SENT BY FACSIMILE
SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN SENT (EXCEPT THAT, IF NOT GIVEN DURING
NORMAL BUSINESS HOURS FOR THE RECIPIENT, SHALL BE DEEMED TO HAVE BEEN GIVEN AT
THE OPENING OF BUSINESS ON THE NEXT BUSINESS DAY FOR THE RECIPIENT). NOTICES AND
OTHER COMMUNICATION MAY ALSO BE DELIVERED OR FURNISHED AS PROVIDED IN
SECTION 10.02(B) OF THE CREDIT AGREEMENT AND ANY SUCH NOTICES DELIVERED THROUGH
ELECTRONIC COMMUNICATIONS TO THE EXTENT PROVIDED IN SECTION 10.02(B) OF THE
CREDIT AGREEMENT SHALL BE EFFECTIVE AS PROVIDED IN SUCH SECTION 10.02(B) OF THE
CREDIT AGREEMENT. DELIVERY BY TELECOPIER OF AN EXECUTED COUNTERPART OF A
SIGNATURE PAGE TO ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS GUARANTY OR
OF ANY GUARANTY SUPPLEMENT TO BE EXECUTED AND DELIVERED HEREUNDER SHALL BE AS
EFFECTIVE AS DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART THEREOF.
SECTION 10.
NO WAIVER; REMEDIES.
NO FAILURE ON THE PART OF ANY SECURED
PARTY TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER SHALL OPERATE
AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT
HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT. THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF
ANY REMEDIES PROVIDED BY LAW.
SECTION 11.
RIGHT OF SET-OFF.
UPON (A) THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT AND (B) THE MAKING OF THE REQUEST OR THE
GRANTING OF THE CONSENT SPECIFIED BY SECTION 8.02 OF THE CREDIT AGREEMENT TO
AUTHORIZE THE ADMINISTRATIVE AGENT TO DECLARE THE LOANS AND OTHER OBLIGATIONS
DUE AND PAYABLE PURSUANT TO THE PROVISIONS OF SAID SECTION 8.02, EACH AGENT AND
EACH LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES IS HEREBY AUTHORIZED AT ANY
TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF
AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL
OR FINAL) AT ANY TIME HELD AND OTHER INDEBTEDNESS AT ANY TIME OWING BY SUCH
AGENT, SUCH LENDER OR SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF ANY
GUARANTOR AGAINST ANY AND ALL OF THE OBLIGATIONS OF SUCH GUARANTOR NOW OR
HEREAFTER EXISTING UNDER THE LOAN DOCUMENTS, IRRESPECTIVE OF WHETHER SUCH AGENT
OR SUCH LENDER SHALL HAVE MADE ANY DEMAND UNDER THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED. EACH AGENT AND EACH
LENDER AGREES PROMPTLY TO NOTIFY SUCH GUARANTOR AFTER ANY SUCH SET-OFF AND
APPLICATION; PROVIDED,