Common use of Waivers with Respect to Guaranteed Obligations Clause in Contracts

Waivers with Respect to Guaranteed Obligations. Each Guarantor hereby consents to all of the terms and provisions of this Agreement which are applicable to the Company. Except to the extent that any of the following are expressly required by the provisions of this Agreement or any other Loan Agreement, each Guarantor hereby waives to the extent such Guarantor may lawfully do so (i) presentment, demand for payment and protest of nonpayment of any of the Loan Obligations, and notice of protest, dishonor or nonperformance, (ii) notice of acceptance of this Agreement and notice that credit has been extended in reliance on such Guarantor's guarantee of the Loan Obligations, (iii) notice of any Default under this Agreement or any other Loan Agreement or of any inability to enforce performance of the Company's obligations hereunder or thereunder, (iv) demand for performance or observance of, and any enforcement of any provision of, the Loan Obligations, this Agreement or any other Loan Agreement or any pursuit or exhaustion of rights or remedies with respect to any Loan Security or against the Company or any other guarantor or obligor in respect of any of the Loan Obligations or any other Person or any requirement of diligence or promptness on your part in connection with any of the foregoing, (v) any action or non-action on your part which may impair or prejudice the rights of a Guarantor,including without limitation subrogation rights or rights to obtain exoneration, contribution, indemnification or any other reimbursement or compensation from the Company, any other Guarantor or obligor in respect of the Loan Obligations or any other Person, (vi) failure or delay to perfect or continue the perfection of any security interest in any Loan Security, (vii) any defense based upon an election of remedies, (viii) 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 other respects more burdensome than that of the principal, (ix) any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and (x) all defenses which the Company may now or hereafter have to the payment of the Loan Obligations which could otherwise be asserted by such Guarantor. In addition to the defenses referred to above which have been expressly waived hereunder, each Guarantor, to the extent such Guarantor may lawfully do so, waives all other defenses which it may now or hereafter have to the payment by it of the Loan Obligations. No delay or omission on your part in exercising any right under this Agreement or any other Loan Agreement or under any guarantee of the Loan Obligations or with respect to the Loan Security shall operate as a waiver or relinquishment of such right. No action which you or the Company or any Guarantor may take or refrain from taking with respect to the Loan Obligations, including any amendments thereto or modifications thereof or waivers with respect thereto, shall affect the obligations of the Guarantors hereunder. None of your rights shall at any time in any way be prejudiced or impaired by any act or failure to act on your part or the Company or any Guarantor, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof which you may have or otherwise be charged with. To the extent each Guarantor may lawfully do so, such Guarantor hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and does hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force, which might delay, prevent or otherwise impede the performance or enforcement of this Agreement or any other Loan Agreement or the Loan Obligations.

Waivers with Respect to Guaranteed Obligations. Each Guarantor hereby consents to all of the terms and provisions of this Agreement which are applicable to the Company. Except to the extent that any of the following are expressly required by the provisions of this Agreement Securities Purchase Agreement, or any other Loan Related Agreement, each the Guarantor hereby waives waives, to the fullest extent such Guarantor may lawfully do so permitted by the provisions of applicable law, all of the following (iincluding all defenses, counterclaims and other rights of any nature based upon any of the following): (a) presentment, demand for payment and protest of nonpayment of any of the Loan Guaranteed Obligations, and notice of protest, dishonor or nonperformance, ; (iib) notice of acceptance of this Agreement guarantee and notice that credit has been extended in reliance on such the Guarantor's guarantee of the Loan Guaranteed Obligations, ; (iiic) notice of any Default under this Agreement or any other Loan Agreement or of any inability to enforce performance of the Company's obligations hereunder of the Company or thereunderany other Person with respect to any Related Agreement, or notice of any acceleration of maturity of any Guaranteed Obligations; (ivd) demand for performance or observance of, and any enforcement of any provision ofof the Securities Purchase Agreement, the Loan Obligations, this Agreement Guaranteed Obligations or any other Loan Related Agreement or any pursuit or exhaustion of rights or remedies with respect to any Loan under the Security Agreement or against the Company or any other guarantor or obligor Person in respect of any of the Loan Guaranteed Obligations or any other Person or any requirement of diligence or promptness on your the part of the Noteholder in connection with any of the foregoing, ; (ve) any action act or non-action omission on your the part of the Noteholder which may impair or prejudice the rights of a the Guarantor,, including without limitation subrogation rights or rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement or compensation from the Company, any other Guarantor or obligor in respect of the Loan Obligations Company or any other Person, or otherwise operate as a deemed release or discharge; (vif) failure or delay to perfect or continue the perfection of any security Lien under any Security Agreement or any other action which xxxxx or impairs the value of, or any failure to preserve or protect the value of, any right, title and interest in and to the items and types of present and future property on which a Lien is created as set forth in any Loan Security, Security Agreement; (viig) any defense based upon an election statute of remedies, (viii) any defense based upon any statute limitations or rule of law other Legal Requirement which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that the obligation of the principal, ; (ixh) any and "single action" or "anti-deficiency" law which would otherwise prevent the Noteholder from bringing any action, including any claim for a deficiency, against the Guarantor before or after the Noteholder's commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or any other law which would otherwise require any election of remedies by the Noteholder; (i) all demands and notices of every kind and description with respect to the foregoing or which may be required foregoing; and (j) to be given by any statute or rule of law and (x) the extent not referred to above, all defenses (other than payment) which the Company or any other Obligor may now or hereafter have to the payment of the Loan Obligations Guaranteed Obligations, together with all suretyship defenses, which could otherwise be asserted by such the Guarantor. In addition to The Guarantor represents that it has obtained the defenses referred to above which have been expressly waived hereunder, each Guarantor, advice of counsel as to the extent such Guarantor may lawfully do so, waives all to which suretyship and other defenses which may be available to it may now or hereafter have with respect to its obligations hereunder in the payment by it absence of the Loan Obligationswaivers contained in this Section 2.3. No delay or omission on your the part of the Noteholder in exercising any right under this Agreement or any other Loan Related Agreement or under any guarantee of the Loan Guaranteed Obligations or with respect to any right under the Loan Security Agreement shall operate as a waiver or relinquishment of such right. No action which you or the Company Noteholder or any Guarantor Obligor may take or refrain from taking with respect to the Loan Guaranteed Obligations, including any amendments thereto or modifications thereof or waivers with respect thereto, shall affect the provisions of this Agreement or the obligations of the Guarantors Guarantor hereunder. None of your the Noteholder's rights shall at any time in any way be prejudiced or impaired by any act or failure to act on your the part or the Company or of any GuarantorObligor, or by any noncompliance by any Guarantor Obligor with the terms, provisions and covenants of this the Securities Purchase Agreement or any other Related Agreement, regardless of any knowledge thereof which you the Noteholder may have or otherwise be charged with. To the extent each Guarantor may lawfully do so, such Guarantor hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and does hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force, which might delay, prevent or otherwise impede the performance or enforcement of this Agreement or any other Loan Agreement or the Loan Obligations.

Waivers with Respect to Guaranteed Obligations. Each Guarantor hereby consents to all of the terms and provisions of this Agreement which are applicable Scripps waives, to the Company. Except to the fullest extent that any of the following are expressly required permitted by the provisions of this Agreement or applicable law, all of the following (including all defenses, counterclaims and other rights of any other Loan Agreement, each Guarantor hereby waives to nature based upon any of the extent such Guarantor may lawfully do so following): (ia) presentment, demand for payment and protest of nonpayment of any of the Loan Scripps Escrow Guaranteed Obligations, and notice of protest, dishonor or nonperformance, ; (ii) notice of acceptance of this Agreement and notice that credit has been extended in reliance on such Guarantor's guarantee of the Loan Obligations, (iiib) notice of any Default under this Agreement or any other Loan Agreement or of any inability to enforce performance of the Company's obligations hereunder of the Company or thereunder, any other Person with respect to this Indenture or notice of any acceleration of maturity of the obligations covered by the Scripps Escrow Guaranteed Obligations; (ivc) demand for performance or observance of, and any enforcement of any provision of, of this Indenture or the Loan Obligations, this Agreement or any other Loan Agreement Scripps Escrow Guaranteed Obligations or any pursuit or exhaustion of rights or remedies with respect to any Loan Security this Indenture or against the Company or any other guarantor or obligor Person in respect of any of the Loan Scripps Escrow Guaranteed Obligations or any other Person or any requirement of diligence or promptness on your the part of the Trustee in connection with any of the foregoing, ; (vd) any action act or non-action omission on your the part of the Trustee which may impair or prejudice the rights of a Guarantor,Scripps, including without limitation subrogation rights or rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement or compensation from the Company, any other Guarantor or obligor in respect of the Loan Obligations Company or any other Person, or otherwise operate as a deemed release or discharge; (vi) failure or delay to perfect or continue the perfection of any security interest in any Loan Security, (viie) any defense based upon an election statute of remedies, (viii) any defense based upon limitations or any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that the obligation of the principal, ; (ixf) any and law which would otherwise require any election of remedies by the Trustee; (g) all demands and notices of every kind and description with respect to the foregoing or which may be required (except as specifically provided for in this Indenture); and (h) to be given by any statute or rule of law and (x) the extent not referred to above, all defenses (other than payment) which the Company may now or hereafter have to the payment of the Loan Obligations Scripps Escrow Guaranteed Obligations, together with all suretyship defenses, which could otherwise be asserted by such GuarantorScripps. In addition to Scripps represents that it has obtained the defenses referred to above which have been expressly waived hereunder, each Guarantor, advice of counsel as to the extent such Guarantor may lawfully do so, waives all to which suretyship and other defenses which may be available to it may now or hereafter have with respect to its obligations hereunder in the payment by it absence of the Loan Obligationswaivers contained in this Section 10.03. No delay or omission on your the part of the Trustee in exercising any right under this Agreement or any other Loan Agreement Indenture or under any guarantee of the Loan Scripps Escrow Guaranteed Obligations or with respect to the Loan Security shall operate as a waiver or relinquishment of such right. No action which you or the Company or any Guarantor may take or refrain from taking with respect to the Loan Obligations, including any amendments thereto or modifications thereof or waivers with respect thereto, shall affect the obligations None of the Guarantors hereunder. None rights of your rights the Trustee shall at any time in any way be prejudiced or impaired by any act or failure to act on your the part or of the Company or any Guarantorother guarantor, or by any noncompliance by the Company or any Guarantor other guarantor with the terms, provisions and covenants of this AgreementIndenture, regardless of any knowledge thereof which you the Trustee may have or otherwise be charged with. To the extent each Guarantor may lawfully do so, such Guarantor hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and does hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force, which might delay, prevent or otherwise impede the performance or enforcement of this Agreement or any other Loan Agreement or the Loan Obligations.

Waivers with Respect to Guaranteed Obligations. Each The Escrow Guarantor hereby consents to all of the terms and provisions of this Agreement which are applicable waives, to the Company. Except to the fullest extent that any of the following are expressly required permitted by the provisions of this Agreement or applicable law, all of the following (including all defenses, counterclaims and other rights of any other Loan Agreement, each Guarantor hereby waives to nature based upon any of the extent such Guarantor may lawfully do so following): (ia) presentment, demand for payment and protest of nonpayment of any of the Loan Escrow Guaranteed Obligations, and notice of protest, dishonor or nonperformance, ; (ii) notice of acceptance of this Agreement and notice that credit has been extended in reliance on such Guarantor's guarantee of the Loan Obligations, (iiib) notice of any Default under this Agreement or any other Loan Agreement or of any inability to enforce performance of the Company's obligations hereunder of the Company or thereunder, any other Person with respect to this Indenture or notice of any acceleration of maturity of the obligations covered by the Escrow Guaranteed Obligations; (ivc) demand for performance or observance of, and any enforcement of any provision of, of this Indenture or the Loan Obligations, this Agreement or any other Loan Agreement Escrow Guaranteed Obligations or any pursuit or exhaustion of rights or remedies with respect to any Loan Security this Indenture or against the Company or any other guarantor or obligor in respect of any of the Loan Obligations Escrow Issuers or any other Person in respect of the Escrow Guaranteed Obligations or any requirement of diligence or promptness on your the part of the Trustee in connection with any of the foregoing, ; (vd) any action act or non-action omission on your the part of the Trustee which may impair or prejudice the rights of a the Escrow Guarantor,, including without limitation subrogation rights or rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement or compensation from the Company, any other Guarantor or obligor in respect of the Loan Obligations Escrow Issuers or any other Person, or otherwise operate as a deemed release or discharge; (vi) failure or delay to perfect or continue the perfection of any security interest in any Loan Security, (viie) any defense based upon an election statute of remedies, (viii) any defense based upon limitations or any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that the obligation of the principal, ; (ixf) any and law which would otherwise require any election of remedies by the Trustee; (g) all demands and notices of every kind and description with respect to the foregoing or which may be required (except as specifically provided for in this Indenture); and (h) to be given by any statute or rule of law and (x) the extent not referred to above, all defenses (other than payment) which the Company Escrow Issuers may now or hereafter have to the payment of the Loan Obligations Escrow Guaranteed Obligations, together with all suretyship defenses, which could otherwise be asserted by such the Escrow Guarantor. In addition to The Escrow Guarantor represents that it has obtained the defenses referred to above which have been expressly waived hereunder, each Guarantor, advice of counsel as to the extent such Guarantor may lawfully do so, waives all to which suretyship and other defenses which may be available to it may now or hereafter have with respect to its obligations hereunder in the payment by it absence of the Loan Obligationswaivers contained in this Section 14.04. No delay or omission on your the part of the Trustee in exercising any right under this Agreement or any other Loan Agreement Indenture or under any guarantee of the Loan Escrow Guaranteed Obligations or with respect to the Loan Security shall operate as a waiver or relinquishment of such right. No action which you or the Company or any Guarantor may take or refrain from taking with respect to the Loan Obligations, including any amendments thereto or modifications thereof or waivers with respect thereto, shall affect the obligations None of the Guarantors hereunder. None rights of your rights the Trustee shall at any time in any way be prejudiced or impaired by any act or failure to act on your the part or of the Company Escrow Issuers or any Guarantorother guarantor, or by any noncompliance by the Escrow Issuers or any Guarantor other guarantor with the terms, provisions and covenants of this AgreementIndenture, regardless of any knowledge thereof which you the Trustee may have or otherwise be charged with. To the extent each Guarantor may lawfully do so, such Guarantor hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and does hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force, which might delay, prevent or otherwise impede the performance or enforcement of this Agreement or any other Loan Agreement or the Loan Obligations.

Waivers with Respect to Guaranteed Obligations. Each Guarantor hereby consents to all of the terms and provisions of this Agreement which are applicable Xxxx TV waives, to the Company. Except to the fullest extent that any of the following are expressly required permitted by the provisions of this Agreement or applicable law, all of the following (including all defenses, counterclaims and other rights of any other Loan Agreement, each Guarantor hereby waives to nature based upon any of the extent such Guarantor may lawfully do so following): (ia) presentment, demand for payment and protest of nonpayment of any of the Loan Xxxx Escrow Guaranteed Obligations, and notice of protest, dishonor or nonperformance, ; (ii) notice of acceptance of this Agreement and notice that credit has been extended in reliance on such Guarantor's guarantee of the Loan Obligations, (iiib) notice of any Default under this Agreement or any other Loan Agreement or of any inability to enforce performance of the Company's obligations hereunder of the Company or thereunder, any other Person with respect to this Indenture or notice of any acceleration of maturity of the obligations covered by the Xxxx Escrow Guaranteed Obligations; (ivc) demand for performance or observance of, and any enforcement of any provision of, of this Indenture or the Loan Obligations, this Agreement or any other Loan Agreement Xxxx Escrow Guaranteed Obligations or any pursuit or exhaustion of rights or remedies with respect to any Loan Security this Indenture or against the Company or any other guarantor or obligor Person in respect of any of the Loan Xxxx Escrow Guaranteed Obligations or any other Person or any requirement of diligence or promptness on your the part of the Trustee in connection with any of the foregoing, ; (vd) any action act or non-action omission on your the part of the Trustee which may impair or prejudice the rights of a Guarantor,Xxxx TV, including without limitation subrogation rights or rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement or compensation from the Company, any other Guarantor or obligor in respect of the Loan Obligations Company or any other Person, or otherwise operate as a deemed release or discharge; (vi) failure or delay to perfect or continue the perfection of any security interest in any Loan Security, (viie) any defense based upon an election statute of remedies, (viii) any defense based upon limitations or any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that the obligation of the principal, ; (ixf) any and law which would otherwise require any election of remedies by the Trustee; (g) all demands and notices of every kind and description with respect to the foregoing or which may be required (except as specifically provided for in this Indenture); and (h) to be given by any statute or rule of law and (x) the extent not referred to above, all defenses (other than payment) which the Company may now or hereafter have to the payment of the Loan Obligations Xxxx Escrow Guaranteed Obligations, together with all suretyship defenses, which could otherwise be asserted by such GuarantorXxxx TV. In addition to Xxxx TV represents that it has obtained the defenses referred to above which have been expressly waived hereunder, each Guarantor, advice of counsel as to the extent such Guarantor may lawfully do so, waives all to which suretyship and other defenses which may be available to it may now or hereafter have with respect to its obligations hereunder in the payment by it absence of the Loan Obligationswaivers contained in this Section 10.03. No delay or omission on your the part of the Trustee in exercising any right under this Agreement or any other Loan Agreement Indenture or under any guarantee of the Loan Xxxx Escrow Guaranteed Obligations or with respect to the Loan Security shall operate as a waiver or relinquishment of such right. No action which you or the Company or any Guarantor may take or refrain from taking with respect to the Loan Obligations, including any amendments thereto or modifications thereof or waivers with respect thereto, shall affect the obligations None of the Guarantors hereunder. None rights of your rights the Trustee shall at any time in any way be prejudiced or impaired by any act or failure to act on your the part or of the Company or any Guarantorother guarantor, or by any noncompliance by the Company or any Guarantor other guarantor with the terms, provisions and covenants of this AgreementIndenture, regardless of any knowledge thereof which you the Trustee may have or otherwise be charged with. To the extent each Guarantor may lawfully do so, such Guarantor hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and does hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force, which might delay, prevent or otherwise impede the performance or enforcement of this Agreement or any other Loan Agreement or the Loan Obligations.

Waivers with Respect to Guaranteed Obligations. Each Guarantor hereby consents to all of the terms and provisions of this Agreement which are applicable to the Company. Except to the extent that any of the following are expressly required by this Agreement, each Guarantor waives, to the fullest extent permitted by the provisions of this Agreement or applicable law, all of the following (including all defenses, counterclaims and other rights of any other Loan Agreement, each Guarantor hereby waives to nature based upon any of the extent such Guarantor may lawfully do so (i) following): 1.3.1 presentment, demand for payment and protest of nonpayment of any of the Loan Guaranteed Obligations, and notice of protest, dishonor or nonperformance, (ii) notice of acceptance of this Agreement and notice that credit has been extended in reliance on such Guarantor's guarantee of the Loan Obligations, (iii) ; 1.3.2 notice of any Default under this Agreement or any other Loan Agreement or of any inability to enforce performance of the Company's obligations hereunder of the Company or thereunder, (iv) any other Person with respect to the Revenue Sharing and Revenue Sharing and Securities Purchase Agreement or this Agreement or notice of any acceleration of maturity of any Guaranteed Obligations; 1.3.3 demand for performance or observance of, and any enforcement of any provision of, of the Loan ObligationsRevenue Sharing and Securities Purchase Agreement, this Agreement or any other Loan Agreement the Guaranteed Obligations or any pursuit or exhaustion of rights or remedies with respect to any Loan Security or against the Company or any other guarantor or obligor Person in respect of any of the Loan Guaranteed Obligations or any other Person or any requirement of diligence or promptness on your the part of any Secured Party in connection with any of the foregoing, (v) ; 1.3.4 any action act or non-action omission on your the part of any Secured Party which may impair or prejudice the rights of a such Guarantor,, including without limitation subrogation rights or rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement or compensation from the Company, any other Guarantor or obligor in respect of the Loan Obligations Company or any other Person, (vi) failure or delay to perfect otherwise operate as a deemed release or continue the perfection discharge; 1.3.5 any statute of any security interest in any Loan Security, (vii) any defense based upon an election of remedies, (viii) any defense based upon limitations or any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that the obligation of the principal, (ix) ; 1.3.6 any and “single action” or “antideficiency” law which would otherwise prevent any Secured Party from bringing any action; 1.3.7 all demands and notices of every kind and description with respect to the foregoing or which may be required foregoing; and 1.3.8 to be given by any statute or rule of law and (x) the extent not referred to above, all defenses (other than payment) which the Company may now or hereafter have to the payment of the Loan Obligations Guaranteed Obligations, together with all suretyship defenses, which could otherwise be asserted by such Guarantor. In addition to the defenses referred to above which have been expressly waived hereunder, each Guarantor, to the extent such Guarantor may lawfully do so, waives all other defenses which it may now or hereafter have to the payment by it of the Loan Obligations. No delay or omission on your the part of any of the Secured Parties in exercising any right under this Agreement or under any other Loan Agreement or under any guarantee of the Loan Guaranteed Obligations or with respect to the Loan Security shall operate as a waiver or relinquishment of such right. No action which you the Secured Parties or the Company or any Guarantor may take or refrain from taking with respect to the Loan Obligations, including any amendments thereto or modifications thereof or waivers with respect thereto, Guaranteed Obligations shall affect the provisions of this Agreement or the obligations of the Guarantors hereunder. None of your the Secured Parties’ rights shall at any time in any way be prejudiced or impaired by any act or failure to act on your the part or of the Company or any GuarantorGuarantors, or by any noncompliance by any Guarantor the issuer or Guarantors with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof which you any Secured Party may have or otherwise be charged with. To the extent each Guarantor may lawfully do so, such Guarantor hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and does hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force, which might delay, prevent or otherwise impede the performance or enforcement of this Agreement or any other Loan Agreement or the Loan Obligations.

Waivers with Respect to Guaranteed Obligations. Each Guarantor hereby consents to all of the terms and provisions of this Agreement which are applicable Scripps waives, to the Company. Except to the fullest extent that any of the following are expressly required permitted by the provisions of this Agreement or applicable law, all of the following (including all defenses, counterclaims and other rights of any other Loan Agreement, each Guarantor hereby waives to nature based upon any of the extent such Guarantor may lawfully do so following): (ia) presentment, demand for payment and protest of nonpayment of any of the Loan Scripps Escrow Guaranteed Obligations, and notice of protest, dishonor or nonperformance, ; (ii) notice of acceptance of this Agreement and notice that credit has been extended in reliance on such Guarantor's guarantee of the Loan Obligations, (iiib) notice of any Default under this Agreement or any other Loan Agreement or of any inability to enforce performance of the Company's obligations hereunder of the Company or thereunder, any other Person with respect to this Indenture or notice of any acceleration of maturity of the obligations covered by the Scripps Escrow Guaranteed Obligations; (ivc) demand for performance or observance of, and any enforcement of any provision of, of this Indenture or the Loan Obligations, this Agreement or any other Loan Agreement Scripps Escrow Guaranteed Obligations or any pursuit or exhaustion of rights or remedies with respect to any Loan Security this Indenture or against the Company or any other guarantor or obligor Person in respect of any of the Loan Scripps Escrow Guaranteed Obligations or any other Person or any requirement of diligence or promptness on your the part of the Trustee in connection with any of the foregoing, ; (vd) any action act or non-action omission on your the part of the Trustee which may impair or prejudice the rights of a Guarantor,Scripps, including without limitation subrogation rights or rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement or compensation from the Company, any other Guarantor or obligor in respect of the Loan Obligations Company or any other Person, or otherwise operate as a deemed release or discharge; (vi) failure or delay to perfect or continue the perfection of any security interest in any Loan Security, (viie) any defense based upon an election statute of remedies, (viii) any defense based upon limitations or any statute or rule of law which provides that the obligation ob- ligation of a surety must be neither larger in amount nor in other respects more burdensome than that the obligation of the principal, ; (ixf) any and law which would otherwise require any election of remedies by the Trustee; (g) all demands and notices of every kind and description with respect to the foregoing or which may be required (except as specifically provided for in this Indenture); and (h) to be given by any statute or rule of law and (x) the extent not referred to above, all defenses (other than payment) which the Company may now or hereafter have to the payment of the Loan Obligations Scripps Escrow Guaranteed Obligations, together with all suretyship defenses, which could otherwise be asserted by such GuarantorScripps. In addition to Scripps represents that it has obtained the defenses referred to above which have been expressly waived hereunder, each Guarantor, advice of counsel as to the extent such Guarantor may lawfully do so, waives all to which suretyship and other defenses which may be available to it may now or hereafter have with respect to its obligations hereunder in the payment by it absence of the Loan Obligationswaivers contained in this Section 10.03. No delay or omission on your the part of the Trustee in exercising any right under this Agreement or any other Loan Agreement Indenture or under any guarantee of the Loan Scripps Escrow Guaranteed Obligations or with respect to the Loan Security shall operate as a waiver or relinquishment of such right. No action which you or the Company or any Guarantor may take or refrain from taking with respect to the Loan Obligations, including any amendments thereto or modifications thereof or waivers with respect thereto, shall affect the obligations None of the Guarantors hereunder. None rights of your rights the Trustee shall at any time in any way be prejudiced or impaired by any act or failure to act on your the part or of the Company or any Guarantorother guarantor, or by any noncompliance non- compliance by the Company or any Guarantor other guarantor with the terms, provisions and covenants of this AgreementIn- denture, regardless of any knowledge thereof which you the Trustee may have or otherwise be charged with. To the extent each Guarantor may lawfully do so, such Guarantor hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of, and does hereby covenant not to assert, any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force, which might delay, prevent or otherwise impede the performance or enforcement of this Agreement or any other Loan Agreement or the Loan Obligations.