(c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Supplemented Indenture or any Note;
(d) the existence of any claim, set-off or other rights which Parent may have at any time against the Company, the Trustee or any other Person, whether in connection with the Supplemented Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Company for any reason of the Supplemented Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under the Supplemented Indenture; or
(f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to Parents obligations hereunder.
Section 3.03 Discharge; Reinstatement. Parents obligations hereunder will remain in full force and effect until the principal of, premium, if any, the Settlement Amount, if any, and interest on the Notes and all other amounts payable by the Company under the Supplemented Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under the Supplemented Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, Parents obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.
Section 3.04 Waiver by the Guarantor. Parent irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.
Section 3.05 Subrogation and Contribution. Upon making any payment with respect to any obligation of the Company under this Article, Parent will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that Parent may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.
Section 3.06 Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Company under the Supplemented Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of the Supplemented Indenture are nonetheless payable by Parent hereunder forthwith on demand by the Trustee or the Holders.
Section 3.07 Execution and Delivery of Guarantee. The execution by Parent of this Second Supplemental Indenture evidences the Note Guarantee, whether or not the person signing as an officer of Parent still holds that office at the time any payment under the Note Guarantee is due.
Section 3.08 Release of Guarantee. The Note Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII of the Indenture. Upon delivery by the Company to the