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hereunder, and diligence, presentment, demand for payment on the Issuers,
protest or notice of dishonor of any of the obligations under the Note and this
Indenture, or other notice or formalities to the Issuers of any kind whatsoever.

Section 10.11. No Obligation To Take Action Against Either Issuer.

            Neither the Trustee nor any other Person shall have any obligation
to enforce or exhaust any rights or remedies or to take any other steps under
any security for the obligations under the Notes and this Indenture or against
either Issuer or any other Person or any property of either Issuer or any other
Person before the Trustee is entitled to demand payment and performance by the
Guarantor of its liabilities and obligations under its Guarantees or under this

Section 10.12. Dealing With The Company and Others.

            The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of the Guarantor
hereunder and without the consent of or notice to the Guarantor, may

            (a) grant time, renewals, extensions, compromises, concessions,
      waivers, releases, discharges and other indulgences to either Issuer or
      any other Person;

            (b) take or abstain from taking security or collateral from the
      Issuers or from perfecting security or collateral of the Issuers;

            (c) release, discharge, compromise, realize, enforce or otherwise
      deal with or do any act or thing in respect of (with or without
      consideration) any and all collateral, mortgages or other security given
      by the Issuers or any third party with respect to the obligations or
      matters contemplated by this Indenture or the Notes;

            (d) accept compromises or arrangements from either Issuer;

            (e) apply all monies at any time received from either Issuer or from
      any security upon such part of the obligations under the Notes or this
      Indenture as the Holders may see fit or change any such application in
      whole or in part from time to time as the Holders may see fit; and

            (f) otherwise deal with, or waive or modify their right to deal
      with, either Issuer and all other Persons and any security as the Holders
      or the Trustee may see fit.

Section 10.13. Default and Enforcement.

            If the Guarantor fails to pay in accordance with Section 10.06, the
Trustee may proceed in its name as trustee hereunder in the enforcement of the
Guarantee of the Guarantor and the Guarantor's obligations thereunder and
hereunder by any remedy provided by law, whether by legal proceedings or
otherwise, and to recover from the Guarantor the obligations.