AMENDMENTS, ETC.
NO AMENDMENT OR WAIVER OF ANY
PROVISION OF THIS GUARANTY AND NO CONSENT TO ANY DEPARTURE BY ANY GUARANTOR
THEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING
AND SIGNED BY THE AFFECTED
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GUARANTOR, THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS, AND THEN SUCH
WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE
SPECIFIC PURPOSE FOR WHICH GIVEN; PROVIDED THAT NO AMENDMENT, WAIVER OR CONSENT
SHALL, UNLESS IN WRITING AND SIGNED BY ALL OF THE LENDERS, (A) OTHER THAN TO THE
EXTENT EXPRESSLY PROVIDED IN SUCH AMENDMENT, WAIVER OR CONSENT, LIMIT THE
LIABILITY OF ANY GUARANTOR HEREUNDER (IT BEING UNDERSTOOD THAT WAIVERS AND
AMENDMENTS PERMITTED TO BE MADE UNDER THE CREDIT AGREEMENT BY THE REQUIRED
LENDERS WITH RESPECT TO ANY OF THE UNDERLYING OBLIGATIONS GUARANTEED HEREUNDER
SHALL NOT BE DEEMED TO LIMIT THE LIABILITY OF ANY GUARANTOR WITHIN THE MEANING
OF THIS CLAUSE (A)), (B) POSTPONE ANY DATE FIXED FOR PAYMENT HEREUNDER IN
RESPECT OF ANY OF THE GUARANTEED OBLIGATIONS THAT IS PRINCIPAL OF, OR INTEREST
ON, THE NOTES OR ANY FEES, OR (C) CHANGE THE PERCENTAGE OF THE COMMITMENTS OR OF
THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE NOTES REQUIRED TO TAKE ANY ACTION
HEREUNDER.
ARTICLE X.
NOTICES, ETC.
ALL NOTICES AND OTHER COMMUNICATIONS
PROVIDED FOR HEREUNDER SHALL BE SENT IN THE MANNER PROVIDED FOR IN SECTION 9.02
OF THE CREDIT AGREEMENT AND IF TO A GUARANTOR, AT ITS ADDRESS SPECIFIED ON THE
SIGNATURE PAGE HERETO AND IF TO THE ADMINISTRATIVE AGENT OR ANY LENDER, AT ITS
ADDRESS SPECIFIED IN OR PURSUANT TO THE CREDIT AGREEMENT.
ALL SUCH NOTICES AND
COMMUNICATIONS SHALL BE EFFECTIVE WHEN DELIVERED, EXCEPT THAT NOTICES AND
COMMUNICATIONS TO THE ADMINISTRATIVE AGENT SHALL NOT BE EFFECTIVE UNTIL RECEIVED
BY THE ADMINISTRATIVE AGENT.
ARTICLE XI.
NO WAIVER: REMEDIES.
NO FAILURE ON THE PART OF ANY
BENEFICIARY 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.
ARTICLE XII.
CONTINUING GUARANTY: ASSIGNMENTS UNDER THE CREDIT
AGREEMENT.
THIS GUARANTY IS A CONTINUING GUARANTY AND SHALL (A) REMAIN IN FULL
FORCE AND EFFECT UNTIL THE PAYMENT IN FULL OF ALL GUARANTEED OBLIGATIONS AND ALL
OTHER AMOUNTS PAYABLE UNDER THE LOAN DOCUMENTS AND THE TERMINATION OF ALL THE
COMMITMENTS, (B) BE BINDING UPON EACH GUARANTOR AND ITS SUCCESSORS AND ASSIGNS,
AND (C) INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE ADMINISTRATIVE AGENT
AND EACH LENDER, AND, IN THE CASE OF TRANSFERS AND ASSIGNMENTS MADE IN
ACCORDANCE WITH THE CREDIT AGREEMENT, TRANSFEREES AND ASSIGNS.
WITHOUT LIMITING
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THE GENERALITY OF THE FOREGOING CLAUSE (C), SUBJECT TO SECTION 9.06 OF THE
CREDIT AGREEMENT, ANY LENDER MAY ASSIGN OR OTHERWISE TRANSFER ALL OR ANY PORTION
OF ITS RIGHTS AND OBLIGATIONS UNDER