OF ANY OF THE OBLIGATIONS OR
ANY SECURITY THEREFOR SHALL BE RELEASED, IMPAIRED OR EXCHANGED IN WHOLE OR IN
PART OR OTHERWISE DEALT WITH;
(D)
ANY LIEN GRANTED TO, OR IN FAVOR OF, THE ADMINISTRATIVE AGENT OR ANY
SECURED PARTY OR SECURED PARTIES AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL
FAIL TO ATTACH OR BE PERFECTED;
(E)
ANY OF THE OBLIGATIONS SHALL BE DETERMINED TO BE VOID OR VOIDABLE
(INCLUDING FOR THE BENEFIT OF ANY CREDITOR OF ANY GUARANTOR) OR SHALL BE
SUBORDINATED TO THE CLAIMS OF ANY PERSON (INCLUDING ANY CREDITOR OF ANY
GUARANTOR); OR
(F)
ANY OTHER ACTION OCCURS OR FAILS TO OCCUR WHICH MIGHT CONSTITUTE A
SURETY DEFENSE.
SECTION 10.03
REINSTATEMENT.
THE GUARANTEED OBLIGATIONS OF ANY
GUARANTOR UNDER THIS ARTICLE X SHALL BE AUTOMATICALLY REINSTATED IF AND TO THE
EXTENT THAT FOR ANY REASON ANY PAYMENT BY OR ON BEHALF OF ANY PERSON IN RESPECT
OF THE OBLIGATIONS IS RESCINDED OR MUST BE OTHERWISE RESTORED BY ANY HOLDER OF
ANY OF THE OBLIGATIONS, WHETHER AS A RESULT OF ANY PROCEEDINGS IN BANKRUPTCY OR
REORGANIZATION OR OTHERWISE, AND EACH GUARANTOR AGREES THAT IT WILL INDEMNIFY
THE ADMINISTRATIVE AGENT AND EACH SECURED PARTY ON DEMAND FOR ALL REASONABLE
COSTS AND EXPENSES (INCLUDING FEES AND EXPENSES OF COUNSEL) INCURRED BY THE
ADMINISTRATIVE AGENT OR SUCH SECURED PARTY IN CONNECTION WITH SUCH RESCISSION OR
RESTORATION, INCLUDING ANY SUCH COSTS AND EXPENSES INCURRED IN DEFENDING AGAINST
ANY CLAIM ALLEGING THAT SUCH PAYMENT CONSTITUTED A PREFERENCE, FRAUDULENT
TRANSFER OR SIMILAR PAYMENT UNDER ANY BANKRUPTCY, INSOLVENCY OR SIMILAR LAW.
SECTION 10.04
WAIVERS.
EACH GUARANTOR HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND
SECURED PARTIES:
(A) ANY RIGHT TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY
LENDERS, AS A CONDITION OF PAYMENT OR PERFORMANCE BY SUCH GUARANTOR, TO
(I) PROCEED AGAINST ANY BORROWER, ANY OTHER GUARANTOR (INCLUDING ANY OTHER
GUARANTOR) OF THE GUARANTEED OBLIGATIONS OR ANY OTHER PERSON, (II) PROCEED
AGAINST OR EXHAUST ANY SECURITY HELD FROM ANY BORROWER, ANY SUCH OTHER GUARANTOR
OR ANY OTHER PERSON, (III) PROCEED AGAINST OR HAVE RESORT TO ANY BALANCE OF ANY
DEPOSIT ACCOUNT OR CREDIT ON THE BOOKS OF THE ADMINISTRATIVE AGENT AND SECURED
PARTIES IN FAVOR OF ANY BORROWER OR ANY OTHER PERSON, OR (IV) PURSUE ANY OTHER
REMEDY IN THE POWER OF THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES
WHATSOEVER; (B) ANY DEFENSE ARISING BY REASON OF THE INCAPACITY, LACK OF
AUTHORITY OR ANY DISABILITY OR OTHER DEFENSE OF ANY BORROWER OR ANY OTHER
GUARANTOR INCLUDING ANY DEFENSE BASED ON OR ARISING OUT OF THE LACK OF VALIDITY
OR THE UNENFORCEABILITY OF THE GUARANTEED OBLIGATIONS OR ANY AGREEMENT OR
INSTRUMENT RELATING THERETO OR BY REASON OF THE CESSATION OF THE LIABILITY OF
ANY BORROWER OR ANY OTHER GUARANTOR FROM ANY CAUSE OTHER THAN PAYMENT IN FULL OF
THE GUARANTEED OBLIGATIONS; (C) ANY DEFENSE BASED UPON ANY STATUTE OR RULE OF
LAW WHICH PROVIDES THAT THE OBLIGATION OF A SURETY MUST BE NEITHER LARGER IN
AMOUNT NOR IN