Common use of Obligations Absolute Waivers Clause in Contracts

Obligations Absolute Waivers. The obligations of the Indemnitor ----------------------------- hereunder shall remain in full force without regard to, and shall not be impaired by the following, any of which may be taken in such manner, upon such terms and at such times as the Trustee, in accordance with the terms of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, deems advisable, without the consent of, or notice to, the Indemnitor (except to the extent that it may be entitled to consent or notice, in its capacity as an Issuer), nor shall any of the following give the Indemnitor any recourse or right of action against the Trustee or any holder of a Note: (i) any express or implied amendment, modification, renewal, addition, supplement, extension or acceleration of or to the Notes or the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing (including, without limitation, this Indemnity); (ii) any exercise or non-exercise by the Trustee of any right or privilege under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Indemnitor, or any affiliate of the Indemnitor, or any action taken with respect to this Indemnity by any trustee or receiver, or by any court, in any such proceeding, whether or not the Indemnitor shall have had notice or knowledge of any of the foregoing; (iv) any release, waiver or discharge of the Indemnitor or any endorser or other guarantor from liability under any of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or the Indemnitor's grant to the Trustee of a security interest, lien or encumbrance in any of the Indemnitor's property; (v) any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or otherwise, or any substitution with respect thereto; (vi) any assignment or other transfer of the Indenture, this Indemnity, any other Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, in whole or in part; (vii) any acceptance of partial performance of any of the obligations of the Indemnitor under the Indenture, this Indemnity, any other Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (viii) any consent to the transfer of any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or otherwise; and (ix) any bid or purchase at any sale of the collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing. The Indemnitor unconditionally waives any defense to the enforcement of this Indemnity, including, without limitation: (1) all presentments, demands, demands for performance, notices of nonperformance, protests, notices of protest, dishonor, nonpayment, partial payment or default, notices of acceptance of this Indemnity and all other notices and formalities to which the Indemnitor may be entitled; (2) any right to require the Trustee to proceed against the Indemnitor in its capacity as an Issuer, or any guarantor or to proceed against or exhaust any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or to pursue any other remedy whatsoever; (3) the defense of any statute of limitations affecting the liability of the Indemnitor hereunder, the liability of the Indemnitor or any guarantor under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, or the enforcement hereof, to the extent permitted by law; (4) any defense arising by reason of any invalidity or unenforceability of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or any disability of the Indemnitor or any guarantor or of the manner in which the Trustee has exercised its remedies under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (5) any defense based upon any election of remedies by the Trustee, including, without limitation, any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies (including, but not limited to, remedies relating to real property or personal property security) that destroys or otherwise impairs the subrogation rights of the Indemnitor or the rights of the Indemnitor to proceed against any other indemnitor or any other guarantor for reimbursement, or both; (6) any duty of the Trustee to advise the Indemnitor of any information known to the Trustee regarding the financial condition of the Indemnitor or any guarantor or of any other circumstance affecting the Indemnitor's or any guarantor's ability to perform its obligations to the Trustee, it being agreed that the Indemnitor assumes the responsibility for being and keeping informed regarding such condition or any such circumstances; (7) any right of subrogation and any rights to enforce any remedy that the Trustee now has or may hereafter have against the Indemnitor or any guarantor and any benefit of, and any right to participate in, any security now or hereafter held by the Holders, until all obligations under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing have been fully paid and performed; and (8) to the extent permitted by law, any right to assert against the Trustee or any holder of a Note any legal or equitable defense, counterclaim, set-off or crossclaim that it may now or at any time or times hereafter have against any other indemnitor.

Obligations Absolute Waivers. The Except as otherwise provided in Sections 5, 6, and 8, the obligations of the Indemnitor ----------------------------- hereunder shall remain in full force without regard to, and shall not be impaired by the following, any of which may be taken in such manner, upon such terms and at such times as the Trustee, in accordance with the terms of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, deems advisable, without the consent of, or notice to, the Indemnitor (except to the extent that it may be entitled to consent or notice, in its capacity as an IssuerIssuer or Subsidiary Guarantor, as applicable), nor shall any of the following give the Indemnitor any recourse or right of action against the Trustee or any holder of a Note: (i) any express or implied amendment, modification, renewal, addition, supplement, extension or acceleration of or to the Notes or the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing (including, without limitation, this Indemnity, unless expressly agreed by the parties hereto in writing); (ii) any exercise or non-exercise by the Trustee of any right or privilege under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Indemnitor, or any affiliate of the Indemnitor, or any action taken with respect to this Indemnity by any trustee or receiver, or by any court, in any such proceeding, whether or not the Indemnitor shall have had notice or knowledge of any of the foregoing; (iv) any release, waiver or discharge of the Indemnitor (other than under this Indemnity) or any endorser or other guarantor from liability under any of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or the Indemnitor's grant to the Trustee of a security interest, lien Lien or encumbrance in any of the Indemnitor's property; (v) unless expressly agreed by the parties hereto in writing, any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of the Indenture, this IndemnityIndemnity (unless expressly agreed to by the parties hereto in writing), any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or otherwise, or any substitution with respect thereto; (vi) any assignment or other transfer of the Indenture, this Indemnity, any other Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, in whole or in part; (vii) any acceptance of partial performance of any of the obligations of the Indemnitor under the Indenture, this Indemnity, any other Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (viii) any consent to the transfer of any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or otherwise; and (ix) any bid or purchase at any sale of the collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing. The Except as otherwise provided in Sections 5, 6, and 8, Indemnitor unconditionally waives any defense to the enforcement of this Indemnity, including, without limitation: (1) all presentments, demandsdemands (except as provided herein and in the Transaction Documents), demands for performance, notices of nonperformance, protests, notices of protest, dishonor, nonpayment, partial payment or default, notices of acceptance of this Indemnity and all other notices and formalities to which the Indemnitor may be entitled; (2) any right to require the Trustee to proceed against the Indemnitor in its capacity as an Issuer, or any guarantor or to proceed against or exhaust any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or to pursue any other remedy whatsoever; (3) the defense of any statute of limitations affecting the liability of the Indemnitor hereunder, the liability of the Indemnitor or any guarantor under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, or the enforcement hereof, to the extent permitted by law; (4) any defense arising by reason of any invalidity or unenforceability of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or any disability of the Indemnitor or any guarantor or of the manner in which the Trustee has exercised its remedies under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (5) any defense based upon any election of remedies by the Trustee, including, without limitation, any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies (including, but not limited to, remedies relating to real property or personal property security) that destroys or otherwise impairs the subrogation rights of the Indemnitor or the rights of the Indemnitor to proceed against any other indemnitor Indemnitor or any other guarantor for reimbursement, or both; (6) any duty of the Trustee to advise the Indemnitor of any information known to the Trustee regarding the financial condition of the Indemnitor or any guarantor or of any other circumstance affecting the Indemnitor's or any guarantor's ability to perform its obligations to the Trustee, it being agreed that the Indemnitor assumes the responsibility for being and keeping informed regarding such condition or any such circumstances; (7) any right of subrogation and any rights to enforce any remedy that the Trustee now has or may hereafter have against the Indemnitor or any guarantor and any benefit of, and any right to participate in, any security now or hereafter held by the Holders, until all obligations under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing have been fully paid and indefeasibly performed; and (8) to the extent permitted by law, any right to assert against the Trustee or any holder of a Note any legal or equitable defense, counterclaim, set-off or crossclaim that it may now or at any time or times hereafter have against any other indemnitor.

Obligations Absolute Waivers. The Except as otherwise provided in Sections 5, 6, and 8, the obligations of the Indemnitor ----------------------------- hereunder shall remain in full force without regard to, and shall not be impaired by the following, any of which may be taken in such manner, upon such terms and at such times as the Trustee, in accordance with the terms of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, deems advisable, without the consent of, or notice to, the Indemnitor (except to the extent that it may be entitled to consent or notice, in its capacity as an Issuer), nor shall any of the following give the Indemnitor any recourse or right of action against the Trustee or any holder of a Note: (i) any express or implied amendment, modification, renewal, addition, supplement, extension or acceleration of or to the Notes or the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing (including, without limitation, this Indemnity, unless expressly agreed by the parties hereto in writing); (ii) any exercise or non-exercise by the Trustee of any right or privilege under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Indemnitor, or any affiliate of the Indemnitor, or any action taken with respect to this Indemnity by any trustee or receiver, or by any court, in any such proceeding, whether or not the Indemnitor shall have had notice or knowledge of any of the foregoing; (iv) any release, waiver or discharge of the Indemnitor (other than under this Indemnity) or any endorser or other guarantor from liability under any of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or the Indemnitor's grant to the Trustee of a security interest, lien Lien or encumbrance in any of the Indemnitor's property; (v) unless expressly agreed by the parties hereto in writing, any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of the Indenture, this IndemnityIndemnity (unless expressly agreed to by the parties hereto in writing), any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or otherwise, or any substitution with respect thereto; (vi) any assignment or other transfer of the Indenture, this Indemnity, any other Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, in whole or in part; (vii) any acceptance of partial performance of any of the obligations of the Indemnitor under the Indenture, this Indemnity, any other Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (viii) any consent to the transfer of any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or otherwise; and (ix) any bid or purchase at any sale of the collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing. The Except as otherwise provided in Sections 5, 6, and 8, the Indemnitor unconditionally waives any defense to the enforcement of this Indemnity, including, without limitation: (1) all presentments, demandsdemands (except as provided herein and in the Transaction Documents), demands for performance, notices of nonperformance, protests, notices of protest, dishonor, nonpayment, partial payment or default, notices of acceptance of this Indemnity and all other notices and formalities to which the Indemnitor may be entitled; (2) any right to require the Trustee to proceed against the Indemnitor in its capacity as an Issuer, or any guarantor or to proceed against or exhaust any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or to pursue any other remedy whatsoever; (3) the defense of any statute of limitations affecting the liability of the Indemnitor hereunder, the liability of the Indemnitor or any guarantor under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing, or the enforcement hereof, to the extent permitted by law; (4) any defense arising by reason of any invalidity or unenforceability of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing or any disability of the Indemnitor or any guarantor or of the manner in which the Trustee has exercised its remedies under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing; (5) any defense based upon any election of remedies by the Trustee, including, without limitation, any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies (including, but not limited to, remedies relating to real property or personal property security) that destroys or otherwise impairs the subrogation rights of the Indemnitor or the rights of the Indemnitor to proceed against any other indemnitor or any other guarantor for reimbursement, or both; (6) any duty of the Trustee to advise the Indemnitor of any information known to the Trustee regarding the financial condition of the Indemnitor or any guarantor or of any other circumstance affecting the Indemnitor's or any guarantor's ability to perform its obligations to the Trustee, it being agreed that the Indemnitor assumes the responsibility for being and keeping informed regarding such condition or any such circumstances; (7) any right of subrogation and any rights to enforce any remedy that the Trustee now has or may hereafter have against the Indemnitor or any guarantor and any benefit of, and any right to participate in, any security now or hereafter held by the Holders, until all obligations under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor in connection with the foregoing have been fully paid and indefeasibly performed; and (8) to the extent permitted by law, any right to assert against the Trustee or any holder of a Note any legal or equitable defense, counterclaim, set-off or crossclaim that it may now or at any time or times hereafter have against any other indemnitor.

Obligations Absolute Waivers. The Except as otherwise provided in Sections 5, 6, and 8, the obligations of the Indemnitor ----------------------------- Indemnitors hereunder shall remain in full force without regard to, and shall not be impaired by the following, any of which may be taken in such manner, upon such terms and at such times as the Trustee, in accordance with the terms of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing, deems advisable, without the consent of, or notice to, the Indemnitor Indemnitors (except to the extent that it may be entitled to consent or notice, in its capacity as an IssuerIssuer or Subsidiary Guarantor, as applicable), nor shall any of the following give the Indemnitor Indemnitors any recourse or right of action against the Trustee or any holder of a Note: (i) any express or implied amendment, modification, renewal, addition, supplement, extension or acceleration of or to the Notes or the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing (including, without limitation, this Indemnity, unless expressly agreed by the parties hereto in writing); (ii) any exercise or non-exercise by the Trustee of any right or privilege under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing; (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the IndemnitorIndemnitors, or any affiliate of the IndemnitorIndemnitors, or any action taken with respect to this Indemnity by any trustee or receiver, or by any court, in any such proceeding, whether or not the Indemnitor Indemnitors shall have had notice or knowledge of any of the foregoing; (iv) any release, waiver or discharge of the Indemnitor Indemnitors (other than under this Indemnity) or any endorser or other guarantor from liability under any of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or the Indemnitor's Indemnitors' grant to the Trustee of a security interest, lien Lien or encumbrance in any of the Indemnitor's Indemnitors' property; (v) unless expressly agreed by the parties hereto in writing, any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of the Indenture, this IndemnityIndemnity (unless expressly agreed to by the parties hereto in writing), any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or otherwise, or any substitution with respect thereto; (vi) any assignment or other transfer of the Indenture, this Indemnity, any other Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing, in whole or in part; (vii) any acceptance of partial performance of any of the obligations of the Indemnitor Indemnitors under the Indenture, this Indemnity, any other Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing; (viii) any consent to the transfer of any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or otherwise; and (ix) any bid or purchase at any sale of the collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing. The Indemnitor Except as otherwise provided in Sections 5, 6, and 8, the Indemnitors unconditionally waives waive any defense to the enforcement of this Indemnity, including, without limitation: (1) all presentments, demandsdemands (except as provided herein and in the Transaction Documents), demands for performance, notices of nonperformance, protests, notices of protest, dishonor, nonpayment, partial payment or default, notices of acceptance of this Indemnity and all other notices and formalities to which the Indemnitor Indemnitors may be entitled; (2) any right to require the Trustee to proceed against the Indemnitor in its capacity as an Issuer, or any guarantor or to proceed against or exhaust any collateral described in the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or to pursue any other remedy whatsoever; (3) the defense of any statute of limitations affecting the liability of the Indemnitor Indemnitors hereunder, the liability of the Indemnitor Indemnitors or any guarantor under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing, or the enforcement hereof, to the extent permitted by law; (4) any defense arising by reason of any invalidity or unenforceability of the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or any disability of the Indemnitor or any guarantor or of the manner in which the Trustee has exercised its remedies under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing; (5) any defense based upon any election of remedies by the Trustee, including, without limitation, any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies (including, but not limited to, remedies relating to real property or personal property security) that destroys or otherwise impairs the subrogation rights of the Indemnitor or the rights of the Indemnitor Indemnitors to proceed against any other indemnitor Indemnitors or any other guarantor for reimbursement, or both; (6) any duty of the Trustee to advise the Indemnitor Indemnitors of any information known to the Trustee regarding the financial condition of the Indemnitor or any guarantor or of any other circumstance affecting the Indemnitor's or any guarantor's ability to perform its obligations to the Trustee, it being agreed that the Indemnitor assumes Indemnitors assume the responsibility for being and keeping informed regarding such condition or any such circumstances; (7) any right of subrogation and any rights to enforce any remedy that the Trustee now has or may hereafter have against the Indemnitor or any guarantor and any benefit of, and any right to participate in, any security now or hereafter held by the Holders, until all obligations under the Indenture, this Indemnity, any Collateral Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing have been fully paid and indefeasibly performed; and (8) to the extent permitted by law, any right to assert against the Trustee or any holder of a Note any legal or equitable defense, counterclaim, set-off or crossclaim that it may now or at any time or times hereafter have against any other indemnitorIndemnitors.

Obligations Absolute Waivers. The Except as otherwise provided in Sections 5, 6, and 8, the obligations of the Indemnitor ----------------------------- hereunder shall remain in full force without regard to, and shall not be impaired by the following, any of which may be taken in such manner, upon such terms and at such times as the TrusteeAgent, in accordance with the terms of the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing, deems advisable, without the consent of, or notice to, the Indemnitor (except to the extent that it may be entitled to consent or notice, in its capacity as an IssuerIssuer or Subsidiary Guarantor, as applicable), nor shall any of the following give the Indemnitor any recourse or right of action against the Trustee or any holder of a NoteLender Group: (i) any express or implied amendment, modification, renewal, addition, supplement, extension or acceleration of or to the Notes Obligations or the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing (including, without limitation, this Indemnity, unless expressly agreed by the parties hereto in writing); (ii) any exercise or non-exercise by the Trustee Lender Group of any right or privilege under the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing; (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Indemnitor, or any affiliate of the Indemnitor, or any action taken with respect to this Indemnity by any trustee or receiver, or by any court, in any such proceeding, whether or not the Indemnitor shall have had notice or knowledge of any of the foregoing; (iv) any release, waiver or discharge of the Indemnitor (other than under this Indemnity) or any endorser or other guarantor from liability under any of the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing or the Indemnitor's grant to the Trustee Agent (for the benefit of the Lender Group) of a security interest, lien Lien or encumbrance in any of the Indemnitor's property; (v) unless expressly agreed by the parties hereto in writing, any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of the IndentureLoan Agreement, this IndemnityIndemnity (unless expressly agreed to by the parties hereto in writing), any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing or any collateral described in the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing or otherwise, or any substitution with respect thereto; (vi) any assignment or other transfer of the IndentureLoan Agreement, this Indemnity, any other Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing, in whole or in part; (vii) any acceptance of partial performance of any of the obligations of the Indemnitor under the IndentureLoan Agreement, this Indemnity, any other Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing; (viii) any consent to the transfer of any collateral described in the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing or otherwise; and (ix) any bid or purchase at any sale of the collateral described in the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing. The Except as otherwise provided in Sections 5, 6, and 8, the Indemnitor unconditionally waives any defense to the enforcement of this Indemnity, including, without limitation: (1) all presentments, demandsdemands (except as provided herein and in the Loan Documents), demands for performance, notices of nonperformance, protests, notices of protest, dishonor, nonpayment, partial payment or default, notices of acceptance of this Indemnity and all other notices and formalities to which the Indemnitor may be entitled; (2) any right to require the Trustee Lender Group to proceed against the Indemnitor in its capacity as an Issuer, or any guarantor or to proceed against or exhaust any collateral described in the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing or to pursue any other remedy whatsoever; (3) the defense of any statute of limitations affecting the liability of the Indemnitor hereunder, the liability of the Indemnitor or any guarantor under the Indenture, this IndemnityLoan Agreement, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing, or the enforcement hereof, to the extent permitted by law; (4) any defense arising by reason of any invalidity or unenforceability of the Indenture, this IndemnityLoan Agreement, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing or any disability of the Indemnitor or any guarantor or of the manner in which the Trustee Lender Group has exercised its remedies under the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing; (5) any defense based upon any election of remedies by the TrusteeLender Group, including, without limitation, any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies (including, but not limited to, remedies relating to real property or personal property security) that destroys or otherwise impairs the subrogation rights of the Indemnitor or the rights of the Indemnitor to proceed against any other indemnitor Indemnitor or any other guarantor for reimbursement, or both; (6) any duty of the Trustee Lender Group to advise the Indemnitor of any information known to the Trustee Lender Group regarding the financial condition of the Indemnitor or any guarantor or of any other circumstance affecting the Indemnitor's or any guarantor's ability to perform its obligations to the TrusteeLender Group, it being agreed that the Indemnitor assumes the responsibility for being and keeping informed regarding such condition or any such circumstances; (7) any right of subrogation and any rights to enforce any remedy that the Trustee Lender Group now has or may hereafter have against the Indemnitor or any guarantor and any benefit of, and any right to participate in, any security now or hereafter held by the HoldersLender Group, until all obligations Obligations under the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor in connection with the foregoing have been fully paid and indefeasibly performed; and (8) to the extent permitted by law, any right to assert against the Trustee or any holder of a Note Lender Group any legal or equitable defense, counterclaim, set-off or crossclaim that it may now or at any time or times hereafter have against any other indemnitorIndemnitor.

Obligations Absolute Waivers. The Except as otherwise provided in Sections 5, 6, and 8, the obligations of the Indemnitor ----------------------------- Indemnitors hereunder shall remain in full force without regard to, and shall not be impaired by the following, any of which may be taken in such manner, upon such terms and at such times as the TrusteeAgent, in accordance with the terms of the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing, deems advisable, without the consent of, or notice to, the Indemnitor Indemnitors (except to the extent that it may be entitled to consent or notice, in its capacity as an IssuerIssuer or Subsidiary Guarantor, as applicable), nor shall any of the following give the Indemnitor Indemnitors any recourse or right of action against the Trustee or any holder of a NoteLender Group: (i) any express or implied amendment, modification, renewal, addition, supplement, extension or acceleration of or to the Notes Obligations or the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing (including, without limitation, this Indemnity, unless expressly agreed by the parties hereto in writing); (ii) any exercise or non-exercise by the Trustee Lender Group of any right or privilege under the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing; (iii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the IndemnitorIndemnitors, or any affiliate of the IndemnitorIndemnitors, or any action taken with respect to this Indemnity by any trustee or receiver, or by any court, in any such proceeding, whether or not the Indemnitor Indemnitors shall have had notice or knowledge of any of the foregoing; (iv) any release, waiver or discharge of the Indemnitor Indemnitors (other than under this Indemnity) or any endorser or other guarantor from liability under any of the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or the Indemnitor's Indemnitors' grant to the Trustee Agent (for the benefit of the Lender Group) of a security interest, lien Lien or encumbrance in any of the Indemnitor's Indemnitors' property; (v) unless expressly agreed by the parties hereto in writing, any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, or liquidation of the IndentureLoan Agreement, this IndemnityIndemnity (unless expressly agreed to by the parties hereto in writing), any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or any collateral described in the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or otherwise, or any substitution with respect thereto; (vi) any assignment or other transfer of the IndentureLoan Agreement, this Indemnity, any other Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing, in whole or in part; (vii) any acceptance of partial performance of any of the obligations of the Indemnitor Indemnitors under the IndentureLoan Agreement, this Indemnity, any other Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing; (viii) any consent to the transfer of any collateral described in the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or otherwise; and (ix) any bid or purchase at any sale of the collateral described in the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing. The Indemnitor Except as otherwise provided in Sections 5, 6, and 8, the Indemnitors unconditionally waives waive any defense to the enforcement of this Indemnity, including, without limitation: (1) all presentments, demandsdemands (except as provided herein and in the Loan Documents), demands for performance, notices of nonperformance, protests, notices of protest, dishonor, nonpayment, partial payment or default, notices of acceptance of this Indemnity and all other notices and formalities to which the Indemnitor Indemnitors may be entitled; (2) any right to require the Trustee Lender Group to proceed against the Indemnitor in its capacity as an Issuer, or any guarantor or to proceed against or exhaust any collateral described in the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or to pursue any other remedy whatsoever; (3) the defense of any statute of limitations affecting the liability of the Indemnitor Indemnitors hereunder, the liability of the Indemnitor Indemnitors or any guarantor under the Indenture, this IndemnityLoan Agreement, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing, or the enforcement hereof, to the extent permitted by law; (4) any defense arising by reason of any invalidity or unenforceability of the Indenture, this IndemnityLoan Agreement, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing or any disability of the Indemnitor or any guarantor or of the manner in which the Trustee Lender Group has exercised its remedies under the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing; (5) any defense based upon any election of remedies by the TrusteeLender Group, including, without limitation, any election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable, or any election of remedies (including, but not limited to, remedies relating to real property or personal property security) that destroys or otherwise impairs the subrogation rights of the Indemnitor or the rights of the Indemnitor Indemnitors to proceed against any other indemnitor Indemnitors or any other guarantor for reimbursement, or both; (6) any duty of the Trustee Lender Group to advise the Indemnitor Indemnitors of any information known to the Trustee Lender Group regarding the financial condition of the Indemnitor or any guarantor or of any other circumstance affecting the Indemnitor's or any guarantor's ability to perform its obligations to the TrusteeLender Group, it being agreed that the Indemnitor assumes Indemnitors assume the responsibility for being and keeping informed regarding such condition or any such circumstances; (7) any right of subrogation and any rights to enforce any remedy that the Trustee Lender Group now has or may hereafter have against the Indemnitor or any guarantor and any benefit of, and any right to participate in, any security now or hereafter held by the HoldersLender Group, until all obligations Obligations under the IndentureLoan Agreement, this Indemnity, any Collateral Loan Document, or any other document entered into by the Indemnitor Indemnitors in connection with the foregoing have been fully paid and indefeasibly performed; and (8) to the extent permitted by law, any right to assert against the Trustee or any holder of a Note Lender Group any legal or equitable defense, counterclaim, set-off or crossclaim that it may now or at any time or times hereafter have against any other indemnitorIndemnitors.