Common use of Waiver by Guarantor Clause in Contracts

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 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 guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5.

Waiver by Guarantor. The EMEA Guarantor hereby waives and agrees that the Beneficiaries may not to assert or take advantage of (a) any right to require Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by it at any time or to pursue any other remedy in its power before proceeding against Guarantors; (b) the defense of the statute of limitations in any action hereunder or for the collection of the Indebtedness; (c) any defense that may arise by reason of the 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 other proceeding) of Guarantor or others; (d) demand, protest and from time to timenotice of any other kind, either before or after the maturity thereofincluding, without notice to or further consent limiting the generality of the EMEA Guarantorforegoing, extend the time of payment of, exchange or surrender any collateral for, or renew any notice of the Guaranteed Obligationsexistence, and may also make creation or incurring of any agreement with Borrower for the extension, renewal, payment, compromise, discharge new or release thereof, in whole additional indebtedness or in part, for any modification of the terms thereof obligation or of any agreement between action or non-action on the part of Borrower, Lender, or Guarantor under this or any other instrument, or creditor of Borrower, or any other person whomsoever, in connection with any Indebtedness hereby guaranteed; (e) any defense based 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 reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the Beneficiaries financial condition of Borrower and Borrower without in of all circumstances bearing on the risk of non- payment of any way impairing or affecting this EMEA GuarantyIndebtedness hereby guaranteed. 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 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 guarantee or any collateral, and any and all other notices and surety defenses (other than payment in full) whatsoever. The Beneficiaries ’s liability hereunder shall not be obligated to file impaired or diminished by any claim relating to the Guaranteed Obligations change in the event that Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5interests in Borrower.

Waiver by Guarantor. The EMEA Each Guarantor agrees that the Beneficiaries may at hereby waives (a) any time and from time right of redemption with respect to time, either before or any collateral after the maturity thereofsale thereof (except as shall be required by any Requirement of Law that cannot be waived), without notice 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 further consent of the EMEA Guarantorany other Person, extend the time of payment of, exchange (ii) proceed against or surrender exhaust any other collateral for, or renew security for any of the Guaranteed ObligationsObligations or (iii) pursue any remedy in any Guaranteed Party’s power whatsoever. If, and may also make any agreement with Borrower for notwithstanding the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, for any modification intent of the parties that the terms thereof or of this Guaranty Agreement shall control in any agreement between and all circumstances, any of the Beneficiaries foregoing waivers or consents are determined to be unenforceable under any Requirement of Law, such waivers and Borrower without in consents shall be effective to the maximum extent not prohibited by any way impairing or affecting this EMEA GuarantyRequirement of Law. The EMEA Each Guarantor hereby waives notice any defense based on or arising out 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 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 requirement to proceed first remedy it may have against the Borrower, any protest other Guarantor or notice 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 the Credit Agreement or the obligations created or evidenced thereby and all demands whatsoeversecurity for a guaranteed obligation, any exchange, sale or surrender of, or realization on, any other guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA has destroyed such Guarantor’s obligations hereunder. 5rights of subrogation and reimbursement against the Borrower.

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 any Secured Party to (a) 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 onHuntway, any other guarantee guarantor of the obligations of Huntway under the Financing Agreements or any collateralother Person, and (b) proceed against or exhaust any and all security held from Huntway, any other notices and surety defenses 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) whatsoeverfull of the Indebtedness. The Beneficiaries shall not be obligated to file any claim relating Until the Indebtedness of Huntway to the Guaranteed Obligations 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 event that Borrower becomes subject Secured Parties now have or may hereafter have against Huntway or (iii) any benefit of, and any right to a 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 reorganization, arrangement, moratorium or similar proceedingother 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 the failure of the Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 52850.

Waiver by Guarantor. The EMEA Except as herein otherwise expressly provided or as may be required by applicable law, Guarantor agrees that the Beneficiaries may at hereby expressly and irrevocably waives diligence, demand for payment, filing of claims with any time and from time court, any proceeding to time, either before or after the maturity thereof, without notice to or further consent enforce any provision of the EMEA Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Guaranteed ObligationsAgreements, 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 GuarantyAgreement, diligencenotice of the creation of any liabilities of Obligor or any other Person, accelerationnotice 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 security for any of the foregoing, any right of protest, presentment, notice of default or demand whatsoever, all claims of payment to waiver, release, surrender, alteration or upon the Borrower or the EMEA Guarantorcompromise, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right or requirement to 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 guarantee or any collateral, and any and all other notices and surety defenses (other than payment in full) whatsoever. The Beneficiaries shall not be obligated to file any claim relating to 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 other Person that may be liable for any Guaranteed Obligation), set-offs, counterclaims, recoupments, reductions, limitations, 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 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 the event that Borrower becomes subject future have with respect to a bankruptcy, reorganization or similar proceeding, and the failure any of the Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5foregoing unless and until all Guaranteed Obligations are fully and finally paid and performed.

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 waives: (a) notice of acceptance of this EMEA Guaranty, Agreement; (b) diligence, acceleration, presentment, presentment and demand for payment of the Loans; (c) protest and notice of protest, dishonor or default to Guarantor 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 proceed first against the Borrower, any protest or notice other party 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 guarantee or any collateral, and Loans; (d) any and all other notices to which Guarantor might otherwise be entitled; (e) any demand for payment under this Agreement; (f) any and surety all defenses to payment or claims of offset involving the invalidity, irregularity or unenforceability of all or any part of the Obligations or liabilities herein guaranteed including, without limitation, any defenses and counterclaims of Guarantor (directly or of Borrower asserted by Guarantor by right of contribution, assignment, subrogation or otherwise) based upon fraud, negligence (other than payment in 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 bankruptcyLender's gross negligence or willful misconduct), reorganization or similar proceeding, and the failure of any condition precedent; and (g) until the Beneficiaries Obligations are finally and indefeasibly paid to so file shall Lender and performed in full, and Lender has received all other sums due under the terms of the Loan Documents, any and all rights of subrogation, reimbursement, indemnity, exoneration or contribution or any other claim that Guarantor may now or hereafter have against Borrower or any other Person directly or contingently liable for the Obligations guaranteed hereunder, or against or with respect to the Collateral or Borrower's Property, arising from the existence or performance of this Agreement and whether or not affect the EMEA Guarantor’s obligations hereunder. 5such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise.

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 Each 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, (i) any right or requirement to proceed first against the Borrower, any protest or notice of redemption with respect to the Credit Agreement Collateral after the sale hereunder, and all rights, if any, of marshalling of the Collateral or other collateral or security for the Obligations of any Borrower or the obligations created of any Guarantor under the Credit Documents and (ii) any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative Agent, the Security Trustee or evidenced thereby and all demands whatsoever, any exchange, sale or surrender of, or realization onLender to (A) proceed against any Borrower, any other guarantee Guarantor or any collateralother Person, and (B) proceed against or exhaust any and all other notices and surety defenses collateral or security for any of the Obligations of any Borrower or the obligations of any Guarantor under the Credit Documents or (C) pursue any remedy in the Administrative Agent’s, the Security Trustee’s or any Lender’s power whatsoever. Each Guarantor hereby waives any defense based on or arising out of any defense of a Borrower, any other Guarantor or any other Person other than payment in full) whatsoeverfull of the Obligations, including, without limitation, any defense based on or arising out of the disability of a 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 a Borrower or any other Guarantor other than payment in full of the Obligations. The Beneficiaries shall Administrative Agent and the Security Trustee may, at their respective election, foreclose on any security held by the Administrative Agent or the Security Trustee by one or more judicial or non-judicial sales, whether or not be obligated to file every aspect of any claim relating such sale is commercially reasonable (to the Guaranteed extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent or the Security Trustee may have against a 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 paid in full. Each Guarantor waives all rights and defenses arising out of an election of remedies by the event Administrative Agent or the Security Trustee, even though that Borrower becomes subject election of remedies, such as nonjudicial foreclosure with respect to security for a bankruptcyguaranteed obligation, reorganization or similar proceeding, and the failure of the Beneficiaries to so file shall not affect the EMEA has destroyed such Guarantor’s obligations hereunder. 5rights of subrogation and reimbursement against the Borrowers.

Waiver by Guarantor. The EMEA Except as may be limited by the provisions of paragraph 16 of that certain Standby Agreement of even date by and among Guarantor, Armsxxxxx, XXA, S&P and the Silvernails (the "Standby Agreement"), Guarantor agrees that unconditionally waives, to the Beneficiaries may at any time and from time to time, either before or after the maturity thereof, without extent permitted by applicable laws: (a) notice to or further consent of the EMEA Guarantor, extend execution and delivery of the time Transaction Documents; (b) notice of payment of, exchange each Lender's acceptance of and reliance on this Agreement or surrender any collateral for, the making of the Loans to the Borrowers or renew of the creation of any of the Guaranteed ObligationsLiabilities; (c) presentment, demand, dishonor, protest, notice of non-payment, 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 notice of dishonor of the terms thereof Guaranteed Liabilities, the Transaction Documents and any property or other security serving at any time as collateral under the Transaction Documents; (d) all notices required by statute, rule of law or otherwise to preserve any agreement between rights against Guarantor under this Agreement or under any of the Beneficiaries Transaction Documents, including, without limitation, any demand, proof or notice of non-payment of any of the Guaranteed Liabilities by a Borrower and notice of any failure or default on the part of a Borrower without to perform or comply with any term of any of the Transaction Documents to which such Borrower is a party; (e) any diligence in collecting the Guaranteed Liabilities or this Agreement or protecting or realizing upon any security; (f) any duty or obligation on the part of a Lender to ascertain the validity, extent. or nature of any security for the Guaranteed Liabilities or any insurance or other rights respecting such security, or the liability of any party primarily or secondarily liable for payment of the Guaranteed Liabilities or liable upon any security, or to take any steps or action to protect, information respecting, or otherwise follow in any way impairing manner, any such security, insurance or affecting this EMEA Guaranty. The EMEA Guarantor hereby waives notice other rights; (g) any duty or obligation on the part of acceptance a Lender, required by statute, rule of this EMEA Guarantylaw or otherwise, diligenceto proceed to collect payment of the Guaranteed Liabilities from, accelerationor to commence an action against, presentment, notice of default or demand of payment to or upon the a Borrower or any other person, or to resort to any security or to any balance of any deposit account or credit on the EMEA Guarantorbooks of a Lender in favor of a Borrower or any other person, filing despite any notice or request of claims with a court in the event Guarantor to do so; (h) any rights of merger Guarantor pursuant to N.C.G.S. ss. 26-7 or bankruptcy any similar or subsequent law; and (i) so long as any part of the BorrowerGuaranteed Liabilities remains outstanding and for a period of ninety-one (91) days after the payment in full thereof, any right to subrogation to a Lender's interest under any Transaction Documents and any right to subrogation, reimbursement, contribution, exoneration and indemnity against any property or requirement other security serving at any time as collateral for any or all of the Guaranteed Liabilities or under any of the Transaction Documents. Notwithstanding any provision of this Agreement to proceed first the contrary. Guarantor irrevocably and absolutely waives any and all rights of subrogation, contribution, indemnification, reimbursement, exoneration or any similar rights against the Borrower, any protest or notice Borrowers with respect to this Agreement and the Credit Agreement payment or performance by Guarantor of any Guaranteed Liabilities, whether such rights arise under an express or implied contract or by operation of law, it being the obligations created or evidenced thereby and all demands whatsoever, any exchange, sale or surrender of, or realization on, any other guarantee or any collateral, and any and all other notices and surety defenses (other than payment in full) whatsoever. The Beneficiaries intention of the parties that Guarantor shall not be obligated deemed to file be a creditor of a Borrower by reason of the existence of this Agreement and the payment or performance by Guarantor of any claim relating Guaranteed Liabilities so long as any part of the Guaranteed Liabilities remains outstanding and for a period of ninety-one (91) days after the payment in full thereof. This waiver is given to induce each Lender to extend credit to the Guaranteed Obligations in Borrowers under the event that Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5Transaction Documents.

Waiver by Guarantor. The EMEA Guarantor agrees 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 (including Guarantor). Guarantor also waives the benefits of any provision of law requiring that the Beneficiaries 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, either time (whether before or after the maturity thereof, revocation or termination of this Guaranty) without notice to or further consent of the EMEA Guarantor (except as required by law), without incurring responsibility to Guarantor, extend without impairing, releasing or otherwise affecting the time obligations 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 thereofGuarantor, in whole or in part, for and without the endorsement or execution by Guarantor of any modification 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 Borrower, 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; (c) subject to the terms of the terms Loan Documents, sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Liabilities or 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 all or any part thereof or to the payment of any agreement between Liability or Obligation of any other parties primarily or secondarily liable on any of the Beneficiaries and Borrower without in Liabilities or Obligations; (f) release or compromise any way impairing liability of Guarantor hereunder or affecting this EMEA Guaranty. The EMEA Guarantor hereby waives notice any liability or obligation of acceptance of this EMEA Guaranty, diligence, acceleration, presentment, notice of default any other parties primarily 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 secondarily liable on any of the Borrower, Liabilities or Obligations; or (g) apply any right or requirement sums from any sources to proceed first against the Borrower, any protest or notice with respect Liability without regard 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 guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5Liabilities remaining unpaid.

Waiver by Guarantor. The EMEA 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 agrees that the Beneficiaries may at any time hereby expressly and from time to timeirrevocably waives diligence, 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 demand for the extension, renewal, payment, compromisefiling of claims with any court, discharge or release thereof, in whole or in part, for any modification of the terms thereof or proceeding to enforce any provision 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 Guaranteed Agreement, notice of acceptance of this EMEA Guaranty, diligencenotice of the creation of any liabilities of the Lessee, accelerationand 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 collateral security for any of the foregoing, any right of protest, presentment, notice of default or demand whatsoever, all claims of payment to waiver, release, surrender, alteration or upon the Borrower or the EMEA Guarantorcompromise, filing all pleas of claims with a court in the event of merger or bankruptcy of the Borrowerdiscussion and division, any right or requirement to 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 guarantee or any collateral, and any and all other notices and surety defenses (other than the defense of payment in full) whatsoeveror performance by the Lessee), setoffs, compensation, confusion, counterclaims, recoupments, reductions, limitations, impairments or terminations, whether arising hereunder or otherwise. The Beneficiaries 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 obligated to file any claim relating to continuing, (b) the Guaranteed Obligations have been paid and performed in the event that Borrower becomes subject to a bankruptcy, reorganization or similar proceedingfull, and (c) at the failure time of such payment by the Guarantor, the Guarantor is not an “insider” of the Beneficiaries Lessee with respect to so file 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 that, any such rights or remedies against the Lessee or its property may not be 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 any successor provisions) shall not affect be deemed to have contributed any such rights to the EMEA Guarantor’s obligations hereunder. 5Lessee, as an addition to the capital of the Lessee, effective immediately upon the arising of such rights or remedies.

Waiver by Guarantor. The EMEA Guarantor agrees waives notice of acceptance of this Guaranty, notice of any Obligations, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Obligations, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by the Bank 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), except as is specifically provided in Section 12 and Section 13 hereof. Subject to the provisions of Section 2(b) hereof, Guarantor also waives the benefits of any provision of law requiring that the Beneficiaries Bank 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 Bank may at any time and from time to time, either time (whether before or after the maturity thereof, revocation or termination of this Guaranty) without notice to Guarantor (except as required by Section 1, Section 2(b), Section 12 or further consent of the EMEA Section 13 hereof or any other notice required under any Loan Document which may not be waived under applicable law), without incurring responsibility to Guarantor, extend without impairing, releasing or otherwise affecting the time obligations 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 thereofGuarantor, in whole or in part, for any modification of and without the terms thereof endorsement or execution by Guarantor of any agreement between 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 Obligation or installment thereof, or any security therefor; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any Collateral and offset against any Collateral or other property as provided in the Loan Documents; (c) exercise or refrain from exercising any rights against Borrower or others or act or refrain from acting in any other manner; (d) settle or compromise any Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Obligation of any other parties primarily or secondarily liable on any of the Beneficiaries and Borrower without in Obligations; (e) release or compromise any way impairing liability of Guarantor hereunder or affecting this EMEA Guaranty. The EMEA Guarantor hereby waives notice any liability or obligation of acceptance of this EMEA Guaranty, diligence, acceleration, presentment, notice of default any other parties primarily 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 secondarily liable on any of the Borrower, Obligations; or (f) apply any right or requirement sums from any sources to proceed first against the Borrower, any protest or notice with respect Obligation without regard 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 guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5remaining unpaid.

Waiver by Guarantor. The EMEA Guarantor agrees that unconditionally waives and releases, to the Beneficiaries fullest extent permitted by Applicable Laws, any 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 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 required by statute, rule of law or 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 Guarantor, Agent, Lessee or otherwise of the Obligations; (e) all rights, defenses and remedies accorded by Applicable Laws to guarantors or sureties, including 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 and from time or in any particular order; (g) rights to timethe enforcement, either before assertion or after exercise by Beneficiary of any right, power, privilege or remedy conferred herein or in any Operative Agreement or otherwise, except as specified in the maturity thereofOperative Agreements; (h) requirements of promptness or diligence on the part of Beneficiary; (i) notices of the sale, without notice transfer or other disposition of any right, title 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 interest 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 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, protest thereof and notice of dishonor to any party; or upon (l) other circumstances whatsoever (except the Borrower defense of prior payment or the EMEA prior performance by Guarantor, filing of claims with a court in the event of merger Agent, Lessee or bankruptcy otherwise of the BorrowerObligations) which might otherwise constitute a legal or equitable discharge, any right release or requirement to proceed first against the Borrower, any protest defense of a guarantor or notice with respect to the Credit Agreement or the obligations created or evidenced thereby and all demands whatsoever, any exchange, sale or surrender ofsurety, or realization on, any other guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA which might otherwise limit recourse against Guarantor’s obligations hereunder. 5.

Waiver by Guarantor. The EMEA Each Guarantor agrees that the Beneficiaries may at hereby waives (a) any time and from time right of redemption with respect to time, either before or any collateral after the maturity thereofsale thereof (except as shall be required by any Requirement of Law that cannot be waived), without notice 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 further consent of the EMEA Guarantorany other Person, extend the time of payment of, exchange (ii) proceed against or surrender exhaust any other collateral for, or renew security for any of the Guaranteed ObligationsObligations or (iii) pursue any remedy in any Guaranteed Party’s power whatsoever. If, and may also make any agreement with Borrower for notwithstanding the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, for any modification 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 thereof or of this Guaranty Agreement shall control in any agreement between and all circumstances, any of the Beneficiaries foregoing waivers or consents are determined to be unenforceable under any Requirement of Law, such waivers and Borrower without in consents shall be effective to the maximum extent not prohibited by any way impairing or affecting this EMEA GuarantyRequirement of Law. The EMEA Each Guarantor hereby waives notice any defense based on or arising out 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 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 requirement to proceed first remedy it may have against the Borrower, any protest other Guarantor or notice 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 the Credit Agreement or the obligations created or evidenced thereby and all demands whatsoeversecurity for a guaranteed obligation, any exchange, sale or surrender of, or realization on, any other guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA has destroyed such Guarantor’s obligations hereunder. 5rights of subrogation and reimbursement against the Borrower.

Waiver by Guarantor. The EMEA Guarantor agrees waives notice of acceptance of this Guaranty, notice of any Obligations, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Obligations, notice of intent to accelerate, notice of acceleration, and notice of any suit or the taking of other action by the Bank 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), except as is specifically provided in Section 12 and Section 13 hereof. Subject to the provisions of Section 2(b) hereof, Guarantor also waives the benefits of any provision of law requiring that the Beneficiaries Bank 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 Bank may at any time and from time to time, either time (whether before or after the maturity thereof, revocation or termination of this Guaranty) without notice to Guarantor (except as required by Section 1, Section 2(b), Section 12 or further consent Section 13 hereof, Section X.C. of the EMEA Loan Agreement, Section 7.A.(ii) or Section 8.D. of the Pledge Agreement or any other notice required under any Loan Document which may not be waived under applicable law), without incurring responsibility to Guarantor, extend without impairing, releasing or otherwise affecting the time obligations 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 thereofGuarantor, in whole or in part, for any modification of and without the terms thereof endorsement or execution by Guarantor of any agreement between 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 Obligation or installment thereof, or any security therefor; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any Collateral and offset against any Collateral or other property as provided in the Loan Documents; (c) exercise or refrain from exercising any rights against Borrower or others or act or refrain from acting in any other manner; (d) settle or compromise any Obligation or any security therefor and subordinate the payment of all or any part thereof to the payment of any Obligation of any other parties primarily or secondarily liable on any of the Beneficiaries and Borrower without in Obligations; (e) release or compromise any way impairing liability of Guarantor hereunder or affecting this EMEA Guaranty. The EMEA Guarantor hereby waives notice any liability or obligation of acceptance of this EMEA Guaranty, diligence, acceleration, presentment, notice of default any other parties primarily 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 secondarily liable on any of the Borrower, Obligations; or (f) apply any right or requirement sums from any sources to proceed first against the Borrower, any protest or notice with respect Obligation without regard 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 guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5remaining unpaid.

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 Each Guarantor hereby waives notice (a) any right of acceptance redemption with respect to the Collateral after the sale thereof (except as shall be required by applicable Government Rules that cannot be waived), and all rights, if any, of this EMEA Guaranty, diligence, acceleration, presentment, notice marshalling of default the Collateral or demand other collateral or security for the Obligations of payment to or upon the Borrower or the EMEA Guarantorobligations of any Guarantor under the Credit Documents and (b) any right (except as shall be required by applicable Governmental Rules that cannot be waived) to require the Administrative Agent, filing the Collateral Agent or any Lender 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 claims with a court the Obligations of the Borrower or the obligations of any Guarantor under the Credit Documents or (iii) pursue any remedy in the event Collateral Agent’s, Administrative Agent’s or any Lender’s power whatsoever. If, notwithstanding the intent of merger the parties that the terms of this Guaranty Agreement shall control in any and all circumstances, any of the foregoing waivers or bankruptcy consents are determined to be unenforceable under applicable Governmental Rules, such waivers and consents shall be effective to the maximum extent not prohibited by applicable Governmental Rules. 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 payment in full of the Obligations, including, without limitation, 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 payment in full of the Obligations. The Administrative Agent and the Collateral Agent may, at their respective election, foreclose on any security held by the Administrative Agent or the Collateral Agent by one or more judicial or non-judicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is not prohibited by applicable Governmental Rules), or exercise any other right or requirement to proceed first remedy the Administrative Agent and the Collateral Agent may have against the Borrower, any protest other Guarantor or notice 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 paid in full. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or the Collateral Agent, even though that election of remedies, such as nonjudicial foreclosure with respect to the Credit Agreement or the obligations created or evidenced thereby and all demands whatsoeversecurity for a guaranteed obligation, any exchange, sale or surrender of, or realization on, any other guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA has destroyed such Guarantor’s obligations hereunder. 5rights of subrogation and reimbursement against the Borrower.

Waiver by Guarantor. The EMEA Each Guarantor agrees that the Beneficiaries may at hereby waives (a) any time and from time right of redemption with respect to time, either before or any collateral after the maturity thereofsale thereof (except as shall be required by any Requirement of Law that cannot be waived), without notice 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 further consent of the EMEA Guarantorany other Person, extend the time of payment of, exchange (ii) proceed against or surrender exhaust any other collateral for, or renew security for any of the Guaranteed ObligationsObligations or (iii) pursue any remedy in any Guaranteed Party's power whatsoever. If, and may also make any agreement with Borrower for notwithstanding the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, for any modification intent of the parties that the terms thereof or of this Guaranty Agreement shall control in any agreement between and all circumstances, any of the Beneficiaries foregoing waivers or consents are determined to be unenforceable under any Requirement of Law, such waivers and Borrower without in consents shall be effective to the maximum extent not prohibited by any way impairing or affecting this EMEA GuarantyRequirement of Law. The EMEA Each Guarantor hereby waives notice any defense based on or arising out 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 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 requirement to proceed first remedy it may have against the Borrower, any protest other Guarantor or notice 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 Credit Agreement or the obligations created or evidenced thereby and all demands whatsoever, any exchange, sale or surrender of, or realization on, any other guarantee or any collateral, and any and all other notices and surety defenses (other than payment in 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 Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5Borrower.

Waiver by Guarantor. The EMEA Guarantor agrees hereby waives, for the benefit of Lender, to the fullest extent permitted by law any requirement that the Beneficiaries may at Lender exhaust any time and from time right, power or remedy or proceed against Borrower under this Agreement, if any, or any other agreement or instrument referred to timeherein, either before or after the maturity thereof, without notice to or further consent of the EMEA Guarantor, extend the time of payment against any other Person under any other guarantee of, exchange or surrender any collateral security for, or renew any of the Guaranteed Obligations, . Guarantor waives any and may also make any agreement with Borrower for all notice of the extensioncreation, renewal, paymentextension, compromisewaiver, discharge termination or release thereof, in whole or in part, for any modification accrual of the terms thereof or of any agreement between any of the Beneficiaries Guaranteed Obligations and Borrower without in any way impairing or affecting this EMEA Guaranty. The EMEA Guarantor hereby waives notice of or proof of reliance by Lender upon this Guarantee or acceptance of this EMEA GuarantyGuarantee, diligenceand the Guaranteed Obligations, accelerationand any of them, presentmentshall conclusively be deemed to have been created, notice of default contracted or demand 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 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 proceed first against the Borrower, any protest or notice of offset with respect to the Credit Agreement Guaranteed Obligations at any time or from time to time held by Lender, and the obligations created or evidenced thereby and all demands whatsoever, any exchange, sale or surrender of, or realization on, any other guarantee or any collateral, and any and all other notices and surety defenses (other than payment in full) whatsoever. The Beneficiaries liabilities of Guarantor hereunder shall not be obligated to file conditioned or contingent upon the pursuit by Lender or any claim relating to 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 event that Borrower becomes subject to a bankruptcy, reorganization or similar proceedingextent of its terms upon Guarantor and the successors and assigns thereof, and shall inure to the failure benefit of the Beneficiaries Lender, and its respective successors and assigns, notwithstanding that from time to so file shall not affect time during the EMEA Guarantor’s obligations hereunder. 5term of this Agreement there may be no Guaranteed Obligations outstanding.

Waiver by Guarantor. The EMEA Except as herein otherwise expressly provided or as may be required by applicable law, Guarantor agrees that the Beneficiaries may at hereby expressly and irrevocably waives diligence, demand for payment, filing of claims with any time and from time court, any proceeding to time, either before or after the maturity thereof, without notice to or further consent enforce any provision of the EMEA Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Guaranteed ObligationsAgreements, 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 GuarantyAgreement, diligencenotice of the creation of any liabilities of Obligor or any other Person, accelerationnotice 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 security for any of the foregoing, any right of protest, presentment, notice of default or demand whatsoever, all claims of payment to waiver, release, surrender, alteration or upon the Borrower or the EMEA Guarantorcompromise, filing of claims with a court in the event of merger or bankruptcy of the Borrower, any right or requirement to 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 guarantee or any collateral, and any and all other notices and surety defenses (other than payment in full) whatsoever. The Beneficiaries shall not be obligated to file any claim relating to 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 other Person that may be liable for any Guaranteed Obligation), set-offs, counterclaims, recoupments, reductions, limitations, 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 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 the event that Borrower becomes subject future have with respect to a bankruptcy, reorganization or similar proceeding, and the failure any of the Beneficiaries to so file shall not affect the EMEA Guarantor’s obligations hereunder. 5foregoing unless and until all Guaranteed Obligations are fully and finally paid and performed.