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Section 3.05. No Setoff. <br />No setoff, subrogation, contribution, counterc~aim, reduction <br />or diminution of any obli~ation, or any defense of any kind or <br />nature which the Borrower or at\y shareholder thereof has or may <br />have , or may come ta have, against the Issuer, the Trustee or the <br />holder of any of the Bonds or against their respective properties <br />or assets, shall be available hereunder to or for the benefit of <br />the Guarantor against the Issuer, the Trustee or any holder of <br />any Bond. <br />Section 3.06. Guaranty, Suret~ship or Indemnity. <br />At the option of the Trustee or any of the Bondholders, <br />whichever shall be seeking enforcement hereof, this Agreement may <br />be treated as a guaranty or a suretyship or an indemnification, <br />In the event of a default in the payment of any principal of, <br />premium, if any, or interest on any of the Bonds, the Trustee or <br />any of the Bondholders, as the case may be, shall have the right <br />to proceed first diractly against any one or more parties to this <br />Agreement without proceeding against or exhausting any other <br />remedies which it or they may have against the Issuer or any <br />other person and without resorting to any security held by the <br />Trustee or any other person. Before the Trustee takes any action <br />under this Agreement, the Trustee may require that indemnity, <br />satisfactory to the Trustee, be furnished by the Bondholders as <br />provided in the Indenture for the reimbursement of all expenses <br />(including reasonable attorneys' fees} and to protect it against <br />all liability, except liability which is adjudicated to have <br />resulted from the Trustee's own negligence or ~illful default hy <br />reason of any action so taken. <br />Section 3.07. Special Grace Period, <br />Notwithstanding the provisions of Section 1.02 and Section <br />3.04(2} hereof, the following provisions of this Section shall <br />a~ply in the event of any failure to give or delay in giving any <br />notice to any party of the occurrence of any Event of Default for <br />whi.ch notice is required under the terms and provisions of the <br />Indenture or the Loan Agreement or of any default an the Bonds <br />prior to the dote demand upon such particular party for payment <br />hereunder is made. ln the event of i:iuch fai Lure, the party <br />receiving such dem.:ind shall be allowed a grace period of JO days <br />from the date of such uemand within which to mu.ke such tJayment <br />hereunder. In the event of a delay in giving any notice to any <br />party of the occurrence of any such Event of Default pr.ior to the <br />m.:1l~ing of demand upon ::;uch party foe-payment hercun~ler, such <br />party shall be allowed a 1:irace period from the date of such <br />-l6-