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Section 10.08. Obligations Reinstated.

      The obligations of the Guarantor hereunder shall continue to be effective
or shall be reinstated, as the case may be, if at any time any payment which
would otherwise have reduced the obligations of the Guarantor hereunder (whether
such payment shall have been made by or on behalf of either Issuer or by or on
behalf of the Guarantor) is rescinded or reclaimed from any of the Holders upon
the insolvency, bankruptcy, liquidation or reorganization of either Issuer or
the Guarantor or otherwise, all as though such payment had not been made. If
demand for, or acceleration of the time for, payment by either Issuer is stayed
upon the insolvency, bankruptcy, liquidation or reorganization of either Issuer,
all such Indebtedness otherwise subject to demand for payment or acceleration
shall nonetheless be payable by the Guarantor as provided herein.

Section 10.09. Obligations Not Affected. 

      The obligations of the Guarantor hereunder shall not be affected, impaired
or diminished in any way by any act, omission, matter or thing whatsoever,
occurring before, upon or after any demand for payment hereunder (and whether or
not known or consented to by the Guarantor or any of the Holders) which, but for
this provision, might constitute a whole or partial defense to a claim against
the Guarantor hereunder or might operate to release or otherwise exonerate the
Guarantor from any of its obligations hereunder or otherwise affect such
obligations, whether occasioned by default of any of the Holders or otherwise.

Section 10.10. Waiver.

      Without in any way limiting the provisions of Section 10.01 hereof, the
Guarantor hereby waives notice or proof of reliance by the Holders upon the
obligations of the Guarantor 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;