Common use of Waiver by Guarantor Clause in Contracts

Waiver by Guarantor. Guarantor hereby waives any right to require any Secured Party to (a) proceed against Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, (b) proceed against or exhaust any security held from Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, or (c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Huntway including, without limitation, any defense based on or arising out of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full of the Indebtedness. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right to enforce any remedy which the Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to participate in, any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentments, (x) protests, notices of protests, notices of dishonor and notices of any action or non-action, including acceptance of this Guaranty, notices of default under the Financing Agreements or any agreement related thereto and notice of any other extension of credit to Huntway, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law and to the extent applicable, any defense or benefit that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 2850.

Waiver by Guarantor. The EMEA Guarantor agrees that the Beneficiaries may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the EMEA Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Guaranteed Obligations, and may also make any agreement with Borrower for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, for any modification of the terms thereof or of any agreement between any of the Beneficiaries and Borrower without in any way impairing or affecting this EMEA Guaranty. The EMEA Guarantor hereby waives notice of acceptance of this EMEA Guaranty, diligence, acceleration, presentment, notice of default or demand of payment to or upon the Borrower or the EMEA Guarantor, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right or requirement to require proceed first against the Borrower, any Secured Party protest or notice with respect to (a) proceed against Huntwaythe Credit Agreement or the obligations created or evidenced thereby and all demands whatsoever, any exchange, sale or surrender of, or realization on, any other guarantor of the obligations of Huntway under the Financing Agreements guarantee or any collateral, and any and all other Person, notices and surety defenses (b) proceed against or exhaust any security held from Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, or (c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Huntway including, without limitation, any defense based on or arising out of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full full) whatsoever. The Beneficiaries shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the IndebtednessBeneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right to enforce any remedy which the Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to participate in, any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentments, (x) protests, notices of protests, notices of dishonor and notices of any action or non-action, including acceptance of this Guaranty, notices of default under the Financing Agreements or any agreement related thereto and notice of any other extension of credit to Huntway, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law and to the extent applicable, any defense or benefit that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 28505.

Waiver by Guarantor. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require any Secured Party Lender to (a) proceed against Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements Borrower or any other Person, (b) person or to proceed against or exhaust any security held from Huntway, by it at any other guarantor of the obligations of Huntway under the Financing Agreements time or any other Person, or (c) to pursue any other remedy in its power before proceeding against Guarantors; (b) the defense of the statute of limitations in any Secured Party's power whatsoever. Guarantor waives action hereunder or for the collection of the Indebtedness; (c) any defense arising by reason of any disability or other defense of Huntway including, without limitation, any defense based on or arising out of the enforceability of the Indebtedness of Huntway to any Secured Party or that may arise by reason of the cessation from incapacity, lack of authority, death or disability of, or revocation hereof, by Guarantor or others, or the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy, or any cause whatsoever other proceeding) of Guarantor or others; (d) demand, protest and notice of any other kind, including, without limiting the generality of the liability of Huntway other than payment in full foregoing, notice of the Indebtedness. Until the Indebtedness existence, creation or incurring of Huntway to the Secured Parties shall have been paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right to enforce any remedy which the Secured Parties now have new or may hereafter have against Huntway additional indebtedness or (iii) any benefit of, and any right to participate in, any security now obligation or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentments, (x) protests, notices of protests, notices of dishonor and notices of any action or non-actionaction on the part of Borrower, including acceptance of Lender, or Guarantor under this Guaranty, notices of default under the Financing Agreements or any agreement related thereto and notice other instrument, or creditor of Borrower, or any other extension of credit to Huntwayperson whomsoever, in connection with any Indebtedness hereby guaranteed; (ye) any right to deferral or modification defense based upon an election of Guarantor's obligations hereunder remedies by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law and to the extent applicable, any defense or benefit that may be derived from or afforded by law which limit the liability of or exonerate guarantors or suretiesLender, including, without limitation, California Civil Code Sections 2809an election to proceed by non-judicial rather than judicial foreclosure, 2810which destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, 2819or both; and (f) any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter how about Borrower, 2845regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond which Guarantor is obligated or whether Lender has a reasonable opportunity to communicate such facts to Guarantor, 2847, 2848, 2849 it being understood and 2850agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower and of all circumstances bearing on the risk of non- payment of any Indebtedness hereby guaranteed. Guarantor’s liability hereunder shall not be impaired or diminished by any change in Guarantor’s interests in Borrower.

Waiver by Guarantor. Each Guarantor hereby waives (a) any right of redemption with respect to any collateral after the sale thereof (except as shall be required by any Requirement of Law that cannot be waived), and all rights, if any, of marshalling of collateral or security for the Guaranteed Obligations and (b) any right (except as shall be required by any Requirement of Law that cannot be waived) to require any Secured Guaranteed Party to (ai) proceed against Huntwaythe Borrower, any other guarantor of the obligations of Huntway under the Financing Agreements Guarantor or any other Person, (bii) proceed against or exhaust any other collateral or security held from Huntwayfor any of the Guaranteed Obligations or (iii) pursue any remedy in any Guaranteed Party’s power whatsoever. If, notwithstanding the intent of the parties that the terms of this Guaranty Agreement shall control in any and all circumstances, any of the foregoing waivers or consents are determined to be unenforceable under any Requirement of Law, such waivers and consents shall be effective to the maximum extent not prohibited by any Requirement of Law. Each Guarantor hereby waives any defense based on or arising out of any defense of the Borrower, any other guarantor of the obligations of Huntway under the Financing Agreements Guarantor or any other PersonPerson other than indefeasible payment in full in cash of the Obligations, or (c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Huntway including, without limitation, including any defense based on or arising out of the disability of the Borrower, any other Guarantor or any other Person, or the enforceability of the Indebtedness of Huntway to Obligations or any Secured Party part thereof from any cause, or by reason of the cessation from any cause whatsoever of the liability of Huntway the Borrower or any other Guarantor other than indefeasible payment in full in cash of the IndebtednessObligations. Until Each Guaranteed Party may exercise any right or remedy it may have against the Indebtedness Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of Huntway any Guarantor hereunder (except to the Secured Parties shall extent the Obligations have been indefeasibly paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right to enforce any remedy which the Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to participate in, any security now or hereafter held by the Secured Partiesfull in cash. Each Guarantor waives all (w) set-offsrights and defenses arising out of an election of remedies by a Guaranteed Party, counterclaimseven though that election of remedies, presentmentssuch as nonjudicial foreclosure with respect to security for a guaranteed obligation, (x) protests, notices has destroyed such Guarantor’s rights of protests, notices of dishonor subrogation and notices of any action or non-action, including acceptance of this Guaranty, notices of default under reimbursement against the Financing Agreements or any agreement related thereto and notice of any other extension of credit to Huntway, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law and to the extent applicable, any defense or benefit that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 2850Borrower.

Waiver by Guarantor. Except as herein otherwise expressly provided or as may be required by applicable law, Guarantor hereby expressly and irrevocably waives diligence, demand for payment, filing of claims with any right to require any Secured Party to (a) proceed against Huntwaycourt, any other guarantor proceeding to enforce any provision of any of the obligations Guaranteed Agreements, notice of Huntway under acceptance of this Agreement, notice of the Financing Agreements creation of any liabilities of Obligor or any other Person, (b) proceed against or exhaust notice of nonpayment of any security held from HuntwayGuaranteed Obligation, any other guarantor of the obligations of Huntway under the Financing Agreements right to require a proceeding first against Obligor or any other Person, whether to marshall any assets or (c) pursue to exhaust any security for the performaxxx xx the obligations of Obligor or any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability Person or other defense of Huntway including, without limitationotherwise, any defense based on diligence in collection or arising out protection of or realization upon any Guaranteed Obligation, any obligation hereunder or any collateral security for any of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full of the Indebtedness. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in fullforegoing, Guarantor shall withhold exercise of (i) any right of subrogationprotest, (ii) any right to enforce any remedy which the Secured Parties now have presentment, notice or may hereafter have against Huntway demand whatsoever, all claims of waiver, release, surrender, alteration or (iii) any benefit ofcompromise, and all defenses (other than the defense that the Guaranteed Obligations are not due and payable or required to be performed and discharged and the defense of payment or performance by Obligor or any right to participate inother Person that may be liable for any Guaranteed Obligation), any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentmentsrecoupments, (x) protestsreductions, notices of protestslimitations, notices of dishonor and notices impairments or terminations, whether arising hereunder or otherwise. Guarantor agrees that no payment made by it or for its account pursuant to this Agreement shall entitle it, by subrogation, indemnification, exoneration, contribution, reimbursement or otherwise to any payment by Obligor or any other Person or from or out of any action or non-action, including acceptance property of this Guaranty, notices of default under the Financing Agreements Obligor or any agreement related thereto other Person unless and notice of any other extension of credit to Huntwayuntil all Guaranteed Obligations are fully and finally paid and performed, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcyand Guarantor hereby expressly waives, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law possible, and shall not exercise, rights or remedies it has or may in the future have with respect to any of the extent applicable, any defense or benefit that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 foregoing unless and 2850until all Guaranteed Obligations are fully and finally paid and performed.

Waiver by Guarantor. Guarantor hereby unconditionally waives any right to require any Secured Party to (a) proceed against Huntwayand releases, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, (b) proceed against or exhaust any security held from Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, or (c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Huntway including, without limitation, any defense based on or arising out of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full of the Indebtedness. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right to enforce any remedy which the Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to participate in, any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentments, (x) protests, notices of protests, notices of dishonor and notices of any action or non-action, including acceptance of this Guaranty, notices of default under the Financing Agreements or any agreement related thereto and notice of any other extension of credit to Huntway, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law and to the extent applicableApplicable Laws, any defense and all (a) notices of the acceptance of this Guaranty by Beneficiary and of any change in the financial condition of Agent; (b) notices of the creation, renewal, extension or benefit that accrual of any Obligation or any of the matters referred to in Section 2.04 or any notice of or proof of reliance by Beneficiary upon this Guaranty or acceptance of this Guaranty (the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guaranty and all dealings between Agent, Lessee or Guarantor and Beneficiary shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty); (c) notices which may be derived from required by statute, rule of law or afforded otherwise, now or hereafter in effect, to preserve intact any rights of any of Beneficiary against Guarantor; (d) right to interpose all substantive and procedural defenses of the law of guaranty, indemnification and suretyship, except the defense of prior payment or prior performance by law which limit Guarantor, Agent, Lessee or otherwise of the liability of or exonerate Obligations; (e) all rights, defenses and remedies accorded by Applicable Laws to guarantors or sureties, includingincluding any extension of time conferred by any law now or hereafter in effect; (f) right or claim of right to cause a marshaling of the assets of Agent or Lessee or to cause Beneficiary to proceed against Agent or Lessee or any collateral held by Beneficiary at any time or in any particular order; (g) rights to the enforcement, without limitationassertion or exercise by Beneficiary of any right, California Civil Code Sections 2809power, 2810privilege or remedy conferred herein or in any Operative Agreement or otherwise, 2819except as specified in the Operative Agreements; (h) requirements of promptness or diligence on the part of Beneficiary; (i) notices of the sale, 2845transfer or other disposition of any right, 2847title to or interest in any Operative Agreement; (j) demand of payment by Beneficiary or any other Person from Agent or any other Person indebted or in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment by Beneficiary or any other Person of the Obligations, 2848protest thereof and notice of dishonor to any party; or (l) other circumstances whatsoever (except the defense of prior payment or prior performance by Guarantor, 2849 and 2850Agent, Lessee or otherwise of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against Guarantor.

Waiver by Guarantor. Guarantor hereby waives any right to require any Secured Party to (a) proceed against Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, (b) proceed against or exhaust any security held from Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, or (c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason notice of any disability or other defense of Huntway including, without limitation, any defense based on or arising out of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full of the Indebtedness. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right to enforce any remedy which the Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to participate in, any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentments, (x) protests, notices of protests, notices of dishonor and notices of any action or non-action, including acceptance of this Guaranty, notices notice of default under the Financing Agreements any Liabilities or Obligations, presentment, demand for payment, protest, notice of dishonor or nonpayment of any agreement related thereto Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other extension action by the Purchaser against Borrower, Guarantor or any other person, any applicable statute of limitations and any other notice to any party liable on any Loan Document (including Guarantor). Guarantor also waives the benefits of any provision of law requiring that the Purchaser exhaust any right or remedy, or take any action, against the Borrower, any other guarantor or any other person or property prior to or simultaneously with proceeding against Guarantor hereunder. The Purchaser may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring responsibility to Guarantor, without impairing, releasing or otherwise affecting the obligations of Guarantor, in whole or in part, and without the endorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to HuntwayBorrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (yc) subject to the terms of the Loan Documents, sell, exchange, release, surrender, realize upon or otherwise deal with in any right manner and in any order any property at any time pledged or mortgaged to deferral secure the Liabilities or modification Obligations and offset against any such or other property; (d) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of Guarantor's obligations hereunder by reason all or any part thereof to the payment of any bankruptcy, reorganization, arrangement, moratorium Liability or Obligation of any other debtor relief proceeding and parties primarily or secondarily liable on any of the Liabilities or Obligations; (zf) to the fullest extent permitted by law and to the extent applicable, release or compromise any defense or benefit that may be derived from or afforded by law which limit the liability of Guarantor hereunder or exonerate guarantors any liability or sureties, including, obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any Liability without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 2850regard to any Liabilities remaining unpaid.

Waiver by Guarantor. Except as herein otherwise expressly provided or as may be required by applicable law, Guarantor hereby expressly and irrevocably waives diligence, demand for payment, filing of claims with any right to require any Secured Party to (a) proceed against Huntwaycourt, any other guarantor proceeding to enforce any provision of any of the obligations Guaranteed Agreements, notice of Huntway under acceptance of this Agreement, notice of the Financing Agreements creation of any liabilities of Obligor or any other Person, (b) proceed against or exhaust notice of nonpayment of any security held from HuntwayGuaranteed Obligation, any other guarantor of the obligations of Huntway under the Financing Agreements right to require a proceeding first against Obligor or any other Person, whether to xxxxxxxx any assets or (c) pursue to exhaust any security for the performance of the obligations of Obligor or any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability Person or other defense of Huntway including, without limitationotherwise, any defense based on diligence in collection or arising out protection of or realization upon any Guaranteed Obligation, any obligation hereunder or any collateral security for any of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full of the Indebtedness. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in fullforegoing, Guarantor shall withhold exercise of (i) any right of subrogationprotest, (ii) any right to enforce any remedy which the Secured Parties now have presentment, notice or may hereafter have against Huntway demand whatsoever, all claims of waiver, release, surrender, alteration or (iii) any benefit ofcompromise, and all defenses (other than the defense that the Guaranteed Obligations are not due and payable or required to be performed and discharged and the defense of payment or performance by Obligor or any right to participate inother Person that may be liable for any Guaranteed Obligation), any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentmentsrecoupments, (x) protestsreductions, notices of protestslimitations, notices of dishonor and notices impairments or terminations, whether arising hereunder or otherwise. Guarantor agrees that no payment made by it or for its account pursuant to this Agreement shall entitle it, by subrogation, indemnification, exoneration, contribution, reimbursement or otherwise to any payment by Obligor or any other Person or from or out of any action or non-action, including acceptance property of this Guaranty, notices of default under the Financing Agreements Obligor or any agreement related thereto other Person unless and notice of any other extension of credit to Huntwayuntil all Guaranteed Obligations are fully and finally paid and performed, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcyand Guarantor hereby expressly waives, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law possible, and shall not exercise, rights or remedies it has or may in the future have with respect to any of the extent applicable, any defense or benefit that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 foregoing unless and 2850.until all Guaranteed Obligations are fully and finally paid and performed. 3.3

Waiver by Guarantor. Except as herein otherwise expressly provided or as may be required by applicable law, Guarantor hereby expressly and irrevocably waives diligence, demand for payment, filing of claims with any right to require any Secured Party to (a) proceed against Huntwaycourt, any other guarantor proceeding to enforce any provision of any of the obligations Guaranteed Agreements, notice of Huntway under acceptance of this Agreement, notice of the Financing Agreements creation of any liabilities of Obligor or any other Person, (b) proceed against or exhaust notice of nonpayment of any security held from HuntwayGuaranteed Obligation, any other guarantor of the obligations of Huntway under the Financing Agreements right to require a proceeding first against Obligor or any other Person, whether to mxxxxxxx any assets or (c) pursue to exhaust any security for the performance of the obligations of Obligor or any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability Person or other defense of Huntway including, without limitationotherwise, any defense based on diligence in collection or arising out protection of or realization upon any Guaranteed Obligation, any obligation hereunder or any collateral security for any of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full of the Indebtedness. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in fullforegoing, Guarantor shall withhold exercise of (i) any right of subrogationprotest, (ii) any right to enforce any remedy which the Secured Parties now have presentment, notice or may hereafter have against Huntway demand whatsoever, all claims of waiver, release, surrender, alteration or (iii) any benefit ofcompromise, and all defenses (other than the defense that the Guaranteed Obligations are not due and payable or required to be performed and discharged and the defense of payment or performance by Obligor or any right to participate inother Person that may be liable for any Guaranteed Obligation), any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentmentsrecoupments, (x) protestsreductions, notices of protestslimitations, notices of dishonor and notices impairments or terminations, whether arising hereunder or otherwise. Guarantor agrees that no payment made by it or for its account pursuant to this Agreement shall entitle it, by subrogation, indemnification, exoneration, contribution, reimbursement or otherwise to any payment by Obligor or any other Person or from or out of any action or non-action, including acceptance property of this Guaranty, notices of default under the Financing Agreements Obligor or any agreement related thereto other Person unless and notice of any other extension of credit to Huntwayuntil all Guaranteed Obligations are fully and finally paid and performed, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcyand Guarantor hereby expressly waives, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law possible, and shall not exercise, rights or remedies it has or may in the future have with respect to any of the extent applicable, any defense or benefit that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 foregoing unless and 2850until all Guaranteed Obligations are fully and finally paid and performed.

Waiver by Guarantor. Each Guarantor hereby waives (a) any right of redemption with respect to any collateral after the sale thereof (except as shall be required by any Requirement of Law that cannot be waived), and all rights, if any, of marshalling of collateral or security for the Guaranteed Obligations and (b) any right (except as shall be required by any Requirement of Law that cannot be waived) to require any Secured Guaranteed Party to (ai) proceed against Huntwaythe Borrower, any other guarantor of the obligations of Huntway under the Financing Agreements Guarantor or any other Person, (bii) proceed against or exhaust any other collateral or security held from Huntwayfor any of the Guaranteed Obligations or (iii) pursue any remedy in any Guaranteed Party’s power whatsoever. If, notwithstanding the intent of the parties that Exhibit F to Credit Agreement – Form of Guaranty Agreement CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. the terms of this Guaranty Agreement shall control in any and all circumstances, any of the foregoing waivers or consents are determined to be unenforceable under any Requirement of Law, such waivers and consents shall be effective to the maximum extent not prohibited by any Requirement of Law. Each Guarantor hereby waives any defense based on or arising out of any defense of the Borrower, any other guarantor of the obligations of Huntway under the Financing Agreements Guarantor or any other PersonPerson other than indefeasible payment in full in cash of the Obligations, or (c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Huntway including, without limitation, including any defense based on or arising out of the disability of the Borrower, any other Guarantor or any other Person, or the enforceability of the Indebtedness of Huntway to Obligations or any Secured Party part thereof from any cause, or by reason of the cessation from any cause whatsoever of the liability of Huntway the Borrower or any other Guarantor other than indefeasible payment in full in cash of the IndebtednessObligations. Until Each Guaranteed Party may exercise any right or remedy it may have against the Indebtedness Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of Huntway any Guarantor hereunder (except to the Secured Parties shall extent the Obligations have been indefeasibly paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right to enforce any remedy which the Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to participate in, any security now or hereafter held by the Secured Partiesfull in cash. Each Guarantor waives all (w) set-offsrights and defenses arising out of an election of remedies by a Guaranteed Party, counterclaimseven though that election of remedies, presentmentssuch as nonjudicial foreclosure with respect to security for a guaranteed obligation, (x) protests, notices has destroyed such Guarantor’s rights of protests, notices of dishonor subrogation and notices of any action or non-action, including acceptance of this Guaranty, notices of default under reimbursement against the Financing Agreements or any agreement related thereto and notice of any other extension of credit to Huntway, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law and to the extent applicable, any defense or benefit that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 2850Borrower.

Waiver by Guarantor. Except as herein otherwise expressly provided with respect to demand for payment in the second sentence of Section 3.1 hereof or as may be mandatorily required by applicable law, the Guarantor hereby expressly and irrevocably waives diligence, demand for payment, filing of claims with any right to require any Secured Party to (a) proceed against Huntwaycourt, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, (b) proceed against or exhaust any security held from Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, or (c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Huntway including, without limitation, any defense based on or arising out of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full of the Indebtedness. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right proceeding to enforce any remedy which the Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to participate in, any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentments, (x) protests, notices of protests, notices of dishonor and notices provision of any action or non-actionGuaranteed Agreement, including notice of acceptance of this Guaranty, notices notice of default under the Financing Agreements creation of any liabilities of the Lessee, and right to require a proceeding first against the Lessee, whether to marshal any assets or to exhaust any security for the performance of the obligations of the Lessee or otherwise, any diligence in collection or protection of or realization upon any Guaranteed Obligation, any obligation hereunder or any agreement related thereto collateral security for any of the foregoing, any right of protest, presentment, notice or demand whatsoever, all claims of waiver, release, surrender, alteration or compromise, all pleas of discussion and notice division, and all defenses (other than the defense of payment or performance by the Lessee), setoffs, compensation, confusion, counterclaims, recoupments, reductions, limitations, impairments or terminations, whether arising hereunder or otherwise. The Guarantor agrees that no payment made by it or for its account pursuant to this Guaranty shall entitle it, by subrogation, indemnification, exoneration, contribution, reimbursement or otherwise to any payment by the Lessee or from or out of any other extension property of credit to Huntwaythe Lessee, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcyand the Guarantor hereby expressly waives, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted possible, and shall not exercise, rights or remedies it has or may in the future have with respect to any of the foregoing, unless (a) no Lease Event of Default shall have occurred and be continuing, (b) the Guaranteed Obligations have been paid and performed in full, and (c) at the time of such payment by law the Guarantor, the Guarantor is not an “insider” of the Lessee with respect to which such payment by the Guarantor is made, within the meaning of Section 101(31) of the Bankruptcy Act, or any successor provision. If, and to the extent applicablethat, any defense such rights or benefit that remedies against the Lessee or its property may not be derived from waived under applicable law, the Guarantor (if at the time of such payment by the Guarantor the Lessee is such an “insider” within the meaning of said Section 101(31), or afforded by law which limit any successor provisions) shall be deemed to have contributed any such rights to the liability Lessee, as an addition to the capital of the Lessee, effective immediately upon the arising of such rights or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 2850remedies.

Waiver by Guarantor. Guarantor hereby waives any right to require any Secured Party to (a) proceed against Huntwaywaives, any other guarantor for the benefit of the obligations of Huntway under the Financing Agreements or any other PersonLender, (b) proceed against or exhaust any security held from Huntway, any other guarantor of the obligations of Huntway under the Financing Agreements or any other Person, or (c) pursue any other remedy in any Secured Party's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Huntway including, without limitation, any defense based on or arising out of the enforceability of the Indebtedness of Huntway to any Secured Party or by reason of the cessation from any cause whatsoever of the liability of Huntway other than payment in full of the Indebtedness. Until the Indebtedness of Huntway to the Secured Parties shall have been paid in full, Guarantor shall withhold exercise of (i) any right of subrogation, (ii) any right to enforce any remedy which the Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to participate in, any security now or hereafter held by the Secured Parties. Guarantor waives all (w) set-offs, counterclaims, presentments, (x) protests, notices of protests, notices of dishonor and notices of any action or non-action, including acceptance of this Guaranty, notices of default under the Financing Agreements or any agreement related thereto and notice of any other extension of credit to Huntway, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding and (z) to the fullest extent permitted by law any requirement that Lender exhaust any right, power or remedy or proceed against Borrower under this Agreement, if any, or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. Guarantor waives any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Lender upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Lender, and the obligations and liabilities of Guarantor hereunder shall not be conditioned or contingent upon the pursuit by Lender or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent applicableof its terms upon Guarantor and the successors and assigns thereof, any defense or and shall inure to the benefit of the Lender, and its respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and 2850no Guaranteed Obligations outstanding.