Common use of Waiver by Guarantor Clause in Contracts

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 Guaranteed Party to (i) proceed against the Borrower, any other Guarantor or any other Person, (ii) proceed against or exhaust any other collateral or security for 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 or any other Person other than indefeasible payment in full in cash of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the Borrower.

Waiver by Guarantor. Each 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 (a) 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 of redemption with respect or requirement 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 Guaranteed Party to (i) proceed first against the Borrower, any protest or notice with respect to the 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 guarantee or any collateral, and any and all other Person, notices and surety defenses (iiother than payment in full) proceed against or exhaust whatsoever. The Beneficiaries shall not be obligated to file any other collateral or security for any of claim relating to the Guaranteed Obligations in the event that Borrower becomes subject to a bankruptcy, reorganization or (iii) pursue any remedy in any Guaranteed Party’s power whatsoever. Ifsimilar proceeding, notwithstanding and the intent failure of the parties that Beneficiaries to so file shall not affect 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 or any other Person other than indefeasible payment in full in cash of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such EMEA Guarantor’s rights of subrogation and reimbursement against the Borrowerobligations hereunder. 5.

Waiver by Guarantor. Each Guarantor hereby waives (a) any right of redemption with respect to any collateral after the sale thereof (except Except as shall 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 Requirement court, any proceeding to enforce any provision of Law that cannot be waived), and all rights, if any, any of marshalling of collateral or security for the Guaranteed Obligations and (b) Agreements, notice of acceptance of this Agreement, notice of the creation of any right (except as shall be required by any Requirement liabilities of Law that cannot be waived) to require any Guaranteed Party to (i) proceed against the Borrower, any other Guarantor Obligor or any other Person, (ii) proceed notice of nonpayment of any Guaranteed Obligation, any right to require a proceeding first against Obligor or any other Person, whether to marshall any assets or to exhaust any security for the performaxxx xx the obligations of Obligor or any other Person or otherwise, any diligence in collection or protection of or realization upon any Guaranteed Obligation, any obligation hereunder or any collateral or security for any of the foregoing, any right of protest, presentment, notice or demand whatsoever, all claims of waiver, release, surrender, alteration or compromise, and all defenses (other than the defense that the Guaranteed Obligations are not due and payable or (iii) pursue required to be performed and discharged and the defense of payment or performance by Obligor or any remedy in other Person that may be liable for any Guaranteed Party’s power whatsoeverObligation), set-offs, counterclaims, recoupments, reductions, limitations, impairments or terminations, whether arising hereunder or otherwise. If, notwithstanding the intent of the parties Guarantor agrees that the terms of no payment made by it or for its account pursuant to this Guaranty Agreement shall control 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 property of Obligor or any other Person unless and until all Guaranteed Obligations are fully and finally paid and performed, and Guarantor hereby expressly waives, to the fullest extent possible, and shall not exercise, rights or remedies it has or may in any and all circumstances, the future have with respect to any of the foregoing waivers or consents unless and until all Guaranteed Obligations are determined to be unenforceable under any Requirement of Law, such waivers fully 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 or any other Person other than indefeasible payment in full in cash of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly finally paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the Borrowerperformed.

Waiver by Guarantor. Each Guarantor hereby waives any right to require any Secured Party to (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 Guaranteed Party to (i) proceed against the BorrowerHuntway, any other Guarantor guarantor of the obligations of Huntway under the Financing Agreements or any other Person, (iib) proceed against or exhaust any security held from Huntway, any other collateral or security for any guarantor of the Guaranteed Obligations obligations of Huntway under the Financing Agreements or any other Person, or (iiic) pursue any other remedy in any Guaranteed Secured Party’s '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 by reason of any disability or other defense of the BorrowerHuntway including, any other Guarantor or any other Person other than indefeasible payment in full in cash of the Obligationswithout 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 Obligations Indebtedness of Huntway to any Secured Party or any part thereof from any cause, or by reason of the cessation from any cause whatsoever of the liability of the Borrower or any other Guarantor Huntway other than indefeasible payment in full in cash of the ObligationsIndebtedness. Each Guaranteed Party may 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 remedy it may hereafter have against the BorrowerHuntway or (iii) any benefit of, and any right to participate in, any other 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 Personextension of credit to Huntway, (y) any right to deferral or modification of Guarantor's obligations hereunder by reason of any securitybankruptcy, without affecting reorganization, arrangement, moratorium or impairing in other debtor relief proceeding and (z) to the fullest extent permitted by law and to the extent applicable, any way defense or benefit that may be derived from or afforded by law which limit the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights or exonerate guarantors or sureties, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848, 2849 and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the Borrower2850.

Waiver by Guarantor. Each Guarantor hereby waives and agrees not to assert or take advantage of (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 Guaranteed Party Lender to (i) proceed against the Borrower, any other Guarantor Borrower or any other Person, (ii) person or to proceed against or exhaust any security held by it at any time or to pursue any other collateral or security for any remedy in its power before proceeding against Guarantors; (b) the defense of the Guaranteed Obligations or (iii) pursue any remedy statute of limitations in any Guaranteed Party’s power whatsoever. If, notwithstanding action hereunder or for the intent collection of the parties Indebtedness; (c) any defense that the terms of this Guaranty Agreement shall control in any and all circumstances, any may arise by reason of the foregoing waivers incapacity, lack of authority, death or consents are determined disability of, or revocation hereof, by Guarantor or others, or the failure of Lender to be unenforceable file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of Guarantor or others; (d) demand, protest and notice of any other kind, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Lender, or Guarantor under this or any Requirement other instrument, or creditor of LawBorrower, such waivers and consents shall be effective to the maximum extent not prohibited by or any Requirement of Law. Each Guarantor other person whomsoever, in connection with any Indebtedness hereby waives guaranteed; (e) any defense based on or arising out of any defense of the Borrower, any other Guarantor or any other Person other than indefeasible payment in full in cash of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights and defenses arising out of upon an election of remedies by Lender, including, without limitation, an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both; and (f) any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter how about Borrower, regardless 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 Guaranteed Partyreasonable opportunity to communicate such facts to Guarantor, even though it being understood and agreed that election Guarantor is fully responsible for being and keeping informed of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such the financial condition of Borrower and of all circumstances bearing on the risk of non- payment of any Indebtedness hereby guaranteed. Guarantor’s rights of subrogation and reimbursement against the 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) waives, for the benefit of Lender, to the fullest extent permitted by law any right of redemption with respect to requirement that Lender exhaust any collateral after the sale thereof (except as shall be required by any Requirement of Law that cannot be waived)right, and all rightspower or remedy or proceed against Borrower under this Agreement, 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 Guaranteed Party to (i) proceed against the Borrower, any other Guarantor or any other Personagreement or instrument referred to herein, (ii) proceed or against or exhaust any other collateral Person under any other guarantee of, or security for 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 (iii) pursue any remedy in any Guaranteed Party’s power whatsoever. If, notwithstanding the intent proof of the parties that the terms reliance by Lender upon this Guarantee or acceptance of this Guaranty Agreement Guarantee, and the Guaranteed Obligations, and any of them, shall control conclusively be deemed to have been created, contracted or incurred in any reliance upon this Guarantee, and all circumstances, any of the foregoing waivers dealings between Borrower and Lender shall likewise be conclusively presumed to have been had or consents are determined to be unenforceable under any Requirement of Law, such waivers and consents consummated in reliance upon this Guarantee. This Guarantee shall be effective construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the maximum extent Guaranteed Obligations at any time or from time to time held by Lender, and the obligations and liabilities of Guarantor hereunder shall not prohibited be conditioned or contingent upon the pursuit 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 Lender or any other Person other than indefeasible payment in full in cash person at any time of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, Borrower or against any other Guarantor person which may be or become liable in respect of all or any other Person, part of the Guaranteed Obligations or against any security, without affecting collateral security or impairing guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in any way the liability of any Guarantor hereunder (except full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and the successors and assigns thereof, 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 no Guaranteed Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the Borroweroutstanding.

Waiver by Guarantor. Each Guarantor hereby waives (a) any right of redemption with respect to any collateral after the sale thereof (except Except as shall 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 Requirement court, any proceeding to enforce any provision of Law that cannot be waived), and all rights, if any, any of marshalling of collateral or security for the Guaranteed Obligations and (b) Agreements, notice of acceptance of this Agreement, notice of the creation of any right (except as shall be required by any Requirement liabilities of Law that cannot be waived) to require any Guaranteed Party to (i) proceed against the Borrower, any other Guarantor Obligor or any other Person, (ii) proceed notice of nonpayment of any Guaranteed Obligation, any right to require a proceeding first against Obligor or any other Person, whether to mxxxxxxx any assets or to exhaust any security for the performance of the obligations of Obligor or any other Person or otherwise, any diligence in collection or protection of or realization upon any Guaranteed Obligation, any obligation hereunder or any collateral or security for any of the foregoing, any right of protest, presentment, notice or demand whatsoever, all claims of waiver, release, surrender, alteration or compromise, and all defenses (other than the defense that the Guaranteed Obligations are not due and payable or (iii) pursue required to be performed and discharged and the defense of payment or performance by Obligor or any remedy in other Person that may be liable for any Guaranteed Party’s power whatsoeverObligation), set-offs, counterclaims, recoupments, reductions, limitations, impairments or terminations, whether arising hereunder or otherwise. If, notwithstanding the intent of the parties Guarantor agrees that the terms of no payment made by it or for its account pursuant to this Guaranty Agreement shall control 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 property of Obligor or any other Person unless and until all Guaranteed Obligations are fully and finally paid and performed, and Guarantor hereby expressly waives, to the fullest extent possible, and shall not exercise, rights or remedies it has or may in any and all circumstances, the future have with respect to any of the foregoing waivers or consents unless and until all Guaranteed Obligations are determined to be unenforceable under any Requirement of Law, such waivers fully 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 or any other Person other than indefeasible payment in full in cash of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly finally paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the Borrowerperformed.

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 Guaranteed Party to (i) proceed against the Borrower, any other Guarantor or any other Person, (ii) proceed against or exhaust any other collateral or security for 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 or any other Person other than indefeasible payment in full in cash of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the Borrower.

Waiver by Guarantor. Each Guarantor hereby waives (a) any right of redemption with respect to any collateral after the sale thereof (except Except as shall 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 Requirement court, any proceeding to enforce any provision of Law that cannot be waived), and all rights, if any, any of marshalling of collateral or security for the Guaranteed Obligations and (b) Agreements, notice of acceptance of this Agreement, notice of the creation of any right (except as shall be required by any Requirement liabilities of Law that cannot be waived) to require any Guaranteed Party to (i) proceed against the Borrower, any other Guarantor Obligor or any other Person, (ii) proceed notice of nonpayment of any Guaranteed Obligation, any right to require a proceeding first against Obligor or any other Person, whether to xxxxxxxx any assets or to exhaust any security for the performance of the obligations of Obligor or any other Person or otherwise, any diligence in collection or protection of or realization upon any Guaranteed Obligation, any obligation hereunder or any collateral or security for any of the foregoing, any right of protest, presentment, notice or demand whatsoever, all claims of waiver, release, surrender, alteration or compromise, and all defenses (other than the defense that the Guaranteed Obligations are not due and payable or (iii) pursue required to be performed and discharged and the defense of payment or performance by Obligor or any remedy in other Person that may be liable for any Guaranteed Party’s power whatsoeverObligation), set-offs, counterclaims, recoupments, reductions, limitations, impairments or terminations, whether arising hereunder or otherwise. If, notwithstanding the intent of the parties Guarantor agrees that the terms of no payment made by it or for its account pursuant to this Guaranty Agreement shall control 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 property of Obligor or any other Person unless and until all Guaranteed Obligations are fully and finally paid and performed, and Guarantor hereby expressly waives, to the fullest extent possible, and shall not exercise, rights or remedies it has or may in any and all circumstances, the future have with respect to any of the foregoing waivers or consents unless and until all Guaranteed Obligations are determined to be unenforceable under any Requirement of Law, such waivers fully and consents shall be effective to the maximum extent not prohibited by any Requirement of Lawfinally paid and performed. Each Guarantor hereby waives any defense based on or arising out of any defense of the Borrower, any other Guarantor or any other Person other than indefeasible payment in full in cash of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the Borrower.3.3

Waiver by Guarantor. Each Guarantor hereby waives notice of acceptance of this Guaranty, notice of any Liabilities or Obligations, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other 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 (a) including Guarantor). Guarantor also waives the benefits of any provision of law requiring that the Purchaser exhaust any right of redemption with respect to or remedy, or take any collateral after the sale thereof (except as shall be required by any Requirement of Law that cannot be waived)action, 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 Guaranteed Party to (i) proceed against the Borrower, any other Guarantor guarantor or any other Personperson 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: (iia) proceed against change the manner, place or exhaust terms of payment, or change or extend the time of or renew, or change any other collateral interest rate or alter any Liability or Obligation or installment thereof, or any security for any therefor; (b) loan additional monies or extend additional credit to Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranteed Guaranty herein made shall apply to the Liabilities and Obligations as so changed, extended, surrendered, realized upon or otherwise altered; (iiic) pursue any remedy in any Guaranteed Party’s power whatsoever. If, notwithstanding the intent of the parties that subject to the terms of this Guaranty Agreement shall control the Loan Documents, sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and all circumstances, in any of order any property at any time pledged or mortgaged to secure the foregoing waivers Liabilities or consents are determined to be unenforceable under Obligations and offset against any Requirement of Law, such waivers and consents shall be effective to the maximum extent not prohibited by or other property; (d) exercise or refrain from exercising any Requirement of Law. Each Guarantor hereby waives any defense based on rights against Borrower or arising out of any defense of the Borrower, others (including Guarantor) or act or refrain from acting in any other Guarantor manner; (e) settle or compromise any Liability or Obligation or any other Person other than indefeasible security therefor and subordinate the payment in full in cash of the Obligations, 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 Obligations all or any part thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any liability of Guarantor hereunder or any liability or obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any cause, or the cessation from sources to any cause of the liability of the Borrower or Liability without regard to any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have against the Borrower, any other Guarantor or any other Person, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the BorrowerLiabilities remaining unpaid.

Waiver by Guarantor. Each Guarantor hereby waives (a) any right of redemption Except as herein otherwise expressly provided with respect to any collateral after demand for payment in the sale thereof (except second sentence of Section 3.1 hereof or as shall may be mandatorily required by applicable law, the Guarantor hereby expressly and irrevocably waives diligence, demand for payment, filing of claims with any Requirement court, any proceeding to enforce any provision of Law that cannot be waived)any Guaranteed Agreement, notice of acceptance of this Guaranty, notice of the creation of any liabilities of the Lessee, and all rightsright to require a proceeding first against the Lessee, if any, of marshalling of collateral whether to marshal any assets or to exhaust any security for the Guaranteed Obligations and (b) performance of the obligations of the Lessee or otherwise, any right (except as shall be required by any Requirement diligence in collection or protection of Law that cannot be waived) to require or realization upon any Guaranteed Party to (i) proceed against the BorrowerObligation, any other Guarantor obligation hereunder or any other Person, (ii) proceed against or exhaust any other collateral or 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 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 property of the Lessee, and the Guarantor hereby expressly waives, to the fullest extent 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 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 (iii) pursue any remedy in any Guaranteed Party’s power whatsoeversuccessor provision. If, notwithstanding and to the intent of the parties that the terms of this Guaranty Agreement shall control in any and all circumstancesextent that, any of the foregoing waivers such rights 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 or any other Person other than indefeasible payment in full in cash of the Obligations, 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 Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash of the Obligations. Each Guaranteed Party may exercise any right or remedy it may have remedies against the BorrowerLessee or its property may not be waived under applicable law, any other the Guarantor or any other Person(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 any security, without affecting or impairing in successor provisions) shall be deemed to have contributed any way the liability of any Guarantor hereunder (except such rights to the extent Lessee, as an addition to the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all capital of the Lessee, effective immediately upon the arising of such rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of or remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the Borrower.

Waiver by Guarantor. Each Guarantor hereby unconditionally waives and releases, to the fullest extent permitted by Applicable Laws, any and all (a) notices of the acceptance of this Guaranty by Beneficiary and of any right change in the financial condition of redemption with respect Agent; (b) notices of the creation, renewal, extension or accrual of any Obligation or any of the matters referred to in Section 2.04 or any collateral after notice of or proof of reliance by Beneficiary upon this Guaranty or acceptance of this Guaranty (the sale thereof 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); (except as shall c) notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any Requirement rights of Law that cannot be waived)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 Guarantor, Agent, Lessee or otherwise of the Obligations; (e) all rights, if anydefenses and remedies accorded by Applicable Laws to guarantors or sureties, including any extension of marshalling 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 security for in any particular order; (g) rights to the Guaranteed Obligations and (b) enforcement, assertion or exercise by Beneficiary of any right (right, power, privilege or remedy conferred herein or in any Operative Agreement or otherwise, except as shall be required by any Requirement specified in the Operative Agreements; (h) requirements of Law that cannot be waived) to require any Guaranteed Party to promptness or diligence on the part of Beneficiary; (i) proceed against the Borrower, any other Guarantor or any other Person, (ii) proceed against or exhaust any other collateral or security for any notices of the Guaranteed Obligations sale, transfer or (iii) pursue other disposition of any remedy right, title to or interest in any Guaranteed Party’s power whatsoever. If, notwithstanding the intent Operative Agreement; (j) demand 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 payment 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 Beneficiary or any other Person from Agent or any other than indefeasible Person indebted or in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment in full in cash by Beneficiary or any other Person of the Obligations, including protest thereof and notice of dishonor to any party; or (l) other circumstances whatsoever (except the defense based on of prior payment or arising out of the disability of the Borrowerprior performance by Guarantor, any other Guarantor Agent, Lessee or any other Person, or the enforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor other than indefeasible payment in full in cash otherwise of the Obligations. Each Guaranteed Party may exercise any right ) which might otherwise constitute a legal or remedy it may have against the Borrowerequitable discharge, any other Guarantor release or any other Persondefense of a guarantor or surety, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been indefeasibly paid in full in cash. Each Guarantor waives all rights and defenses arising out of an election of remedies by a Guaranteed Party, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such which might otherwise limit recourse against Guarantor’s rights of subrogation and reimbursement against the Borrower.