Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guarantee

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Managing Facility Agent or any Guaranteed Party Purchaser upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the CompanySeller, any of the Subsidiary BorrowersServicer, any Ancillary Borrower, any Applicable Account Party and any of RAC or the GuarantorsGuarantor, on the one hand, and the Guaranteed PartiesManaging Facility Agent and the Purchasers, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the CompanySeller, any of the Subsidiary BorrowersServicer, any of RAC or the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Purchase Agreement, the Repurchase Agreement, the Assignments, the FAA Assignments, the Foreign Assignments, the Bailment Agreement or any other Loan Document document or instrument executed in connection with any Ancillary Facility Documentof the foregoing documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Managing Facility Agent or any Guaranteed PartyPurchaser, (b) any defensedefense which relates, directly or indirectly, to the matters covered by the representations and warranties set forth in Section 4 of the Purchase Agreement or Section 8 of the Repurchase Agreement or set-off or counterclaim (other than a defense of payment or performance) which in either case may at any time be available to or be asserted by the CompanySeller, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party the Servicer or RAC against the Managing Facility Agent or any other Person against any Guaranteed PartyPurchaser, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the CompanySeller, any Subsidiary Borrowerthe Servicer, any Ancillary Borrower, any Applicable Account Party RAC or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the CompanySeller, any Subsidiary Borrower, any Ancillary Borrower the Servicer or any Applicable Account Party RAC for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees ; provided that this Agreement clause (c) shall remain not prevent the Guarantor from being discharged from its obligations under this Guarantee pursuant to confirmation of a plan of reorganization under Chapter 11 of the United States Code in full force a case in which the Guarantor is the debtor. When the Managing Facility Agent, or any Purchaser is pursuing its rights and effect remedies hereunder against the Guarantor, the Managing Facility Agent or such Purchaser may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Seller, the Servicer, RAC or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Managing Facility Agent or any Purchaser to pursue such other rights or remedies or to collect any payments from the Company’s obligations hereunder notwithstanding Seller, the occurrence Servicer, RAC or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller, the Servicer, RAC or any such other Person or of any Guaranteesuch collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Managing Facility Agent and the Purchasers against the Guarantor.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any The liability and all notice obligations of the creationGuarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (a) any extension, other indulgence, renewal, extension settlement, discharge, compromise, waiver, subordination or accrual release in respect of any Obligation, security, person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Guaranteed Obligations and notice Obligations, covenants or undertakings of the Canadian Borrower under the Documents; (b) any modification or amendment of or proof supplement to the Obligations; (c) any loss of reliance or in respect of any security held by any Guaranteed Party upon the guarantee contained herein or acceptance Beneficiaries, whether occasioned by the fault of the guarantee contained herein; Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security; (d) any change in the Guaranteed Obligationsexistence, and structure, constitution, name, control or ownership of the Canadian Borrower or any of them, shall conclusively be deemed to have been created, contracted or incurredother person, or renewedany insolvency, extendedbankruptcy, amended reorganization or waived, in reliance upon other similar proceeding affecting the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Canadian Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to other person or their respective assets; (ae) the validity existence of any set-off, counterclaim, claim or enforceability of other right which the Guarantor or the Canadian Borrower may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this Guarantee or any unrelated transaction; (f) any provision of applicable law purporting to prohibit or limit the payment by the Canadian Borrower of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law; (g) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary to payment of the Obligations; (h) any release, substitution or addition of any other Loan Document guarantor of the Obligations; (i) any defence arising by reason of any failure of any Beneficiary to make any presentment, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any Ancillary Facility Documentpart of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defence arising by reason of any failure of a Beneficiary to proceed against the Canadian Borrower or any other person, or to apply or exhaust any security held from the Canadian Borrower or any other person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other person, or to pursue any other remedy available to the Beneficiaries; (k) any defence arising by reason of the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defence of the Canadian Borrower or any other person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the Canadian Borrower or any other person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full, in cash, of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Canadian Borrower or any other person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (l) any defence arising by reason of the failure by a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of the Canadian Borrower or any other person, or by reason of any interest of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral; (m) any defence based upon or arising out of any impossibility, impracticality, frustration of purpose, illegality, force majeure or act of government; (n) any defence arising by reason of the failure of the Beneficiaries to marshal assets; (o) to the extent permitted under applicable law, any defence based upon any failure of the Guaranteed Beneficiaries to give to the Canadian Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other collateral security therefor guarantee thereof, or guarantee any notice that may be given in connection with any sale or right other disposition of offset with respect thereto at any time or from time to time held by any Guaranteed Party, such property; (bp) any defensedefence based upon or arising out of any bankruptcy, set-off insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or counterclaim (other than a defense of payment dissolution proceeding commenced by or performance) which may at any time be available to or be asserted by against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Canadian Borrower or any other Person person, including any discharge or bar against collection of any Guaranteed Party, of the Obligations; [or (cq) [the fact that the Canadian Borrower has a general partnership interest in the Guarantor;] or [Note: Insert subparagraph (p) if applicable.] (r) any law other law, event or regulation of any jurisdiction circumstance or any other event affecting act or failure to act or delay of any term kind by the Canadian Borrower, the Beneficiaries or any other person, which might, but for the provisions of this Section, constitute a legal or equitable defence to or discharge, limitation or reduction of the Guaranteed Obligations Guarantor’s obligations hereunder, other than as a result of the payment or (d) extinguishment in full of the Obligations. The foregoing provisions apply and the foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of any action or failure to take action by the Beneficiaries is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Canadian Borrower for reimbursement, the Guarantor’s right to recover contribution from any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation right or remedy of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any GuaranteeGuarantor.

Guarantee Absolute and Unconditional. To Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or a surety other than payment in full of the extent permitted by applicable lawObligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: (a) The guarantee under this Article 10 is a guaranty of payment when due and not of collectability, and is a primary obligation of each Guarantor and not merely a contract of surety. (b) The Administrative Agent may enforce the guarantee under this Article 10 upon the occurrence of an Event of Default notwithstanding the existence of any dispute between the Borrowers and any Beneficiary with respect to the existence of such Event of Default. (c) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Secured Party upon the guarantee contained herein in this Article 10 or acceptance of the guarantee contained herein; the Guaranteed in this Article 10. (d) The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; in this Article 10 and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrowers and any of the Guarantors, on the one hand, and the Guaranteed Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. in this Article 10. (e) To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. . (f) Each Guarantor understands and agrees that the guarantee contained herein in this Article 10 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to to (ai) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Secured Party, , (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowers or any other Person against any Guaranteed Secured Party, , (ciii) any law or regulation acts of any jurisdiction legislative body or Governmental Authority affecting the Borrowers, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any other event affecting any term total or partial expropriation of the Guaranteed Obligations Borrowers’ property, or by economic, political, regulatory or other events in the countries where the Borrowers are located, or (div) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Borrowers for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this, in bankruptcy or in any other instance. Notwithstanding anything herein . (g) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrowers, (x) any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company understands and agrees that this Agreement Borrowers, any other Guarantor or any other Person or any such collateral security or guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Secured Parties against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations of the Guaranteed Obligations Borrower with respect to it and notice of or proof of reliance by the Managing Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article VIII or acceptance of the guarantee contained hereinin this Article VIII; the Guaranteed such Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Article VIII; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary such Guarantor and such Guaranteed Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesManaging Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article VIII. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Guaranteed Borrower with respect to it or any of the Guarantors such Guarantor with respect to the Borrower Obligations of such Guaranteed ObligationsBorrower. Each Guarantor understands and agrees that the guarantee contained herein in this Article VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Document, any of the Borrower Obligations of the Guaranteed Obligations Borrower with respect to it or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Managing Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party such Guaranteed Borrower or any other Person against the Managing Administrative Agent or any Guaranteed PartyLender, (c) any law change in the corporate existence, structure or regulation ownership of such Guaranteed Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting such Guaranteed Borrower or its assets or any resulting release or discharge of any jurisdiction such Borrower Obligation, (d) any law, regulation or order of any jurisdiction, or any other event event, affecting any term of the Guaranteed Obligations any such Borrower Obligation or any Lender’s rights with respect thereto or (de) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantorit) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary such Guaranteed Borrower or any Applicable Account Party for any of the Guaranteed such Borrower Obligations, or of such Guarantor under the guarantee contained hereinin this Article VIII, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against a Guarantor, the Managing Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any other Person or against any other guarantee for the Borrower Obligations of the Guaranteed Borrower with respect to such Guarantor or any right of offset with respect thereto, and any failure by the contraryManaging Administrative Agent or any Lender to make any such demand, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence pursue such other rights or remedies or to collect any payments from any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of any Guaranteeother Person or any such guarantee or right of offset, shall not relieve such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Managing Administrative Agent or any Lender against such Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor IBM waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Section 10 or acceptance of the guarantee contained hereinin this Section 10; the Guaranteed Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 10; and all dealings between the Company, any of IBM or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 10. To the extent permitted by applicable law, each Guarantor IBM waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties IBM or any of the Guarantors Subsidiary Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. Each Guarantor understands and agrees that To the full extent permitted by law, the guarantee contained herein in this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) the legality under applicable Requirements of Law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any Requirement of Law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by IBM against the CompanyAdministrative Agent or any Lender, (d) any change in ownership of the relevant Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party merger or consolidation of the relevant Subsidiary Borrower into another Person or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term loss of the Guaranteed Obligations relevant Subsidiary Borrower’s separate legal identity or existence, or (de) any other circumstance whatsoever (with or without notice to or knowledge of the Company, IBM or any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Subsidiary Borrower Obligations, or of such Guarantor IBM under the guarantee contained hereinin this Section 10, in bankruptcy or in any other instance. Notwithstanding anything herein When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 10 against IBM, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarypursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence or any release of any GuaranteeSubsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve IBM of any liability under this Section 10, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against IBM.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and any and all notice of or proof of reliance by any Guaranteed Party Sybron upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, this Guarantee. The Obligations shall conclusively be deemed to have been created, contracted or contracted, incurred, or renewed, extended, amended or waived, waived in reliance upon the guarantee contained herein; and all this Guarantee. All dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party SDS and any of the Guarantors, on the one hand, and the Guaranteed PartiesSybron, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each this Guarantee. (b) Each Guarantor waives diligence, presentment, protest, demand for payment satisfaction or performance and notice of default nonsatisfaction or nonpayment nonperformance to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties SDS or any of the Guarantors with respect to the Guaranteed Obligations. . (c) Each Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment to satisfy and perform the Obligations without regard to to: (ai) the validity validity, regularity or enforceability of the Credit Agreement, any other Loan Document Assignment or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, Obligations; (bii) any defense, set-off or counterclaim (other than a defense of payment satisfaction or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person SDS against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations Sybron; or (diii) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party SDS or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of SDS from the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein . (d) When pursuing its rights and remedies hereunder against any Guarantor, Sybron may, but shall be under no obligation to, pursue such rights and remedies as it may have against SDS for the Obligations, and any failure by Sybron to pursue such other rights or remedies from SDS, or any release of SDS shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the contraryrights and remedies, whether express, implied or available as a matter of law, of Sybron against such Guarantor. (xe) the Company understands and agrees that this Agreement This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of Sybron and its respective successors, transferees and assigns, until all the Obligations and the obligations hereunder notwithstanding the occurrence of any Guaranteeeach Guarantor under this Guarantee shall have been satisfied or performed in full.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations or Borrowing Subsidiaries Obligations, as applicable, and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee guarantees contained herein in this Section 2 or acceptance of the guarantee guarantees contained hereinin this Section 2; the Guaranteed Company Obligations and the Borrowing Subsidiary Obligations, as applicable, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee guarantees contained hereinin this Section 2; and all dealings between the CompanyCompany or the Borrowing Subsidiaries, any of the Subsidiary Borrowersas applicable, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee guarantees contained hereinin this Section 2. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the CompanyCompany or the Borrowing Subsidiaries, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties as applicable or any of the Guarantors with respect to the Guaranteed Company Obligations or the Borrowing Subsidiaries Obligations, as applicable. Each Guarantor understands and agrees that the guarantee contained herein in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Company Obligations or Borrowing Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the CompanyCompany or the Borrowing Subsidiaries, any Subsidiary Borroweras applicable, any Ancillary Borrower, any Applicable Account Party or any other Person against the Administrative Agent or any Guaranteed PartyLender, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the CompanyCompany or the Borrowing Subsidiaries, any Subsidiary Borroweras applicable, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower Company for the Company Obligations or any Applicable Account Party for any of the Guaranteed Borrowing Subsidiaries for the Borrowing Subsidiaries Obligations, as applicable, or of such Guarantor under the guarantee guarantees contained hereinin this Section 2, in bankruptcy or in any other instance. Notwithstanding anything herein to When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the contraryAdministrative Agent or any Lender may, (x) but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company understands or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or against any collateral security or guarantee for the Company Obligations or the Borrowing Subsidiary Obligations, as applicable, or any right of offset with respect thereto, and agrees that this Agreement any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the Company, any of Company or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, Guarantor and the Guaranteed Parties, on the other hand, Administrative Agent or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Company or any of the Guarantors with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Documentthe Notes, the Letters of Credit, any of the Guaranteed other Credit Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Company against the Administrative Agent or any other Person against any Guaranteed PartyLender, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Company or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Company for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein to When pursuing its rights and remedies hereunder against the contraryGuarantor, (x) the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Company understands or any other Person or against any collateral security or guarantee for the Obligations or any right of set-off with respect thereto, and agrees that this Agreement any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of set-off, or any release of the Company or any such other Person or any such collateral security, guarantee or right of set-off, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations hereunder of the Guarantor under this Guarantee shall have been satisfied by payment in full, no Letter of Credit shall remain outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the occurrence term of the Credit Agreement the Company may be free from any GuaranteeObligations.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or any other Person against the Administrative Agent or any Guaranteed PartyLender, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrower, (x) any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company understands and agrees that this Agreement Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor Each of Bermuda Holdings and Stratus Bermuda waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations guaranteed by Bermuda Holdings and Stratus Bermuda, and notice of or proof of reliance by any the Guaranteed Party Creditors upon the guarantee contained herein this Bermuda Holdings and Stratus Bermuda Guaranty or acceptance of the guarantee contained hereinthis Bermuda Holdings and Stratus Bermuda Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinthis Bermuda Holdings and Stratus Bermuda Guaranty; and all dealings between the Company, Borrower or any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, Guarantors and the Guaranteed Parties, on the other hand, Creditors shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Bermuda Holdings and Stratus Bermuda Guaranty. To the extent permitted by applicable law, each Guarantor Each of Bermuda Holdings and Stratus Bermuda waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Borrower or any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed ObligationsObligations guaranteed by Bermuda Holdings and Stratus Bermuda. Each Guarantor of Bermuda Holdings and Stratus Bermuda understands and agrees that the guarantee contained herein this Bermuda Holdings and Stratus Bermuda Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of this Agreement, the Credit AgreementNotes, any other Loan Document or Credit Document, the Letters of Credit, any Ancillary Facility DocumentSwap Agreements, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any the Guaranteed PartyCreditors, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party of the Subsidiary Guarantors or any other Person against any the Guaranteed PartyCreditors, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinBermuda Holdings or Stratus Bermuda , in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against any of Bermuda Holdings or Stratus Bermuda , the Guaranteed Creditors may, but shall be under no obligation to, pursue such rights and remedies as they may have against the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Creditors to pursue such other rights or remedies or to collect any payments from the contraryBorrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) or any release of the Company understands Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Bermuda Holdings and/or Stratus Bermuda of any liability hereunder, and agrees that this Agreement shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against Bermuda Holdings and Stratus Bermuda . This Bermuda Holdings and Stratus Bermuda Guaranty shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon each of Bermuda Holdings and Stratus Bermuda and the successors and assigns thereof, and shall inure to the benefit of the Guaranteed Creditors, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations hereunder of each of Bermuda Holdings and Stratus Bermuda under this Bermuda Holdings and Stratus Bermuda Guaranty shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the occurrence term of this Agreement the Borrower may be free from any GuaranteeGuaranteed Obligations.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any The liability and all notice obligations of the creationGuarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (i) any extension, other indulgence, renewal, extension settlement, discharge, compromise, waiver, subordination or accrual release in respect of any Borrower Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Borrower Obligations, covenants or undertakings of the Borrower under the Guaranteed Obligations Documents; (ii) any modification or amendment of or supplement to the Borrower Obligations; (iii) any loss of or in respect of any security held by the Guaranteed Creditors, whether occasioned by the fault of the Guaranteed Creditors or otherwise, including any release, non perfection or invalidity of any such security; (iv) any change in the existence, structure, constitution, name, control or ownership of the Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Person or their respective assets; (v) the existence of any set off, counterclaim, claim or other right which the Guarantor or the Borrower may have at any time against the Guaranteed Creditors or any other Person, whether in connection with, this Agreement, including the guarantee provided for in this Article X, or any unrelated transaction; (vi) any provision of applicable law purporting to prohibit or limit the payment by the Borrower of any Borrower Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law; (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Guaranteed Creditor to payment of the Borrower Obligations; (viii) any release, substitution or addition of any other guarantor of the Borrower Obligations; (ix) any defense arising by reason of any failure of any Guaranteed Creditor to make any presentment, demand, or protest or to give any other notice, including notice of or proof all of reliance by any Guaranteed Party upon the guarantee contained herein or following: acceptance of the guarantee contained herein; provided for in this Article X, partial payment or non payment of all or any part of the Borrower Obligations and the existence, creation, or incurring of new or additional Borrower Obligations; (x) any defense arising by reason of any failure of a Guaranteed Creditor to proceed against the Borrower or any other Person, or to apply or exhaust any security held from the Borrower or any other Person for the Borrower Obligations, to proceed against, 2534129_10 apply or exhaust any security held from the Guarantor or any other Person, or to pursue any other remedy available to the Guaranteed ObligationsCreditors; (xi) any defense arising by reason of the invalidity, and illegality or lack of enforceability of the Borrower Obligations or any part thereof or of them, shall conclusively be deemed to have been created, contracted any security or incurredguarantee in support thereof, or renewedby reason of any incapacity, extendedlack of authority, amended or waivedother defense of the Borrower or any other Person, or by reason of any limitation, postponement or prohibition on a Guaranteed Creditor’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower or any other Person with respect to all or any part of the Borrower Obligations (other than irrevocable payment to the Guaranteed Creditors in full, in reliance upon the guarantee contained herein; and all dealings between the Companycash, any of the Subsidiary BorrowersBorrower Obligations), or by reason of any Ancillary Borrower, any Applicable Account Party and any act or omission of the GuarantorsGuaranteed Creditors or others which directly or indirectly results in the discharge or release of the Borrower or any other Person or of all or any part of the Borrower Obligations or any security or guarantee therefor, on whether by contract, operation of law or otherwise; (xii) any defense arising by reason of the one handfailure by a Guaranteed Creditor to obtain, and register, perfect or maintain a Lien in or upon any property of the Borrower or any other Person, or by reason of any interest of the Guaranteed PartiesCreditors in any property, on whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral; (xiii) any defense arising by reason of the other hand, likewise shall be conclusively presumed failure of the Guaranteed Creditors to have been had or consummated in reliance upon the guarantee contained herein. To marshal assets; (xiv) to the extent permitted by under applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or any defense based upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any failure of the Guaranteed Creditors to give to the Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Borrower Obligations or any other collateral security therefor guarantee thereof, or guarantee any notice that may be given in connection with any sale or right other disposition of offset with respect thereto at any time or from time to time held by any Guaranteed Party, such property; (bxv) any defensedefense based upon or arising out of any bankruptcy, set-off insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or counterclaim (other than a defense of payment dissolution proceeding commenced by or performance) which may at any time be available to or be asserted by against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or any other Person Person, including any discharge or bar against collection of any Guaranteed Party, of the Borrower Obligations; or (cxvi) any law other law, event or regulation of any jurisdiction circumstance or any other event affecting act or failure to act or delay of any term kind by the Borrower, the Guaranteed Creditors or any other Person, which might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge, limitation or reduction of the Guarantor’s obligations hereunder, other than as a result of the irrevocable payment in full, in cash, of the Borrower Obligations. The foregoing provisions apply and the foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of any action or failure to take action by the Guaranteed Obligations Creditors is to destroy or (d) diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Borrower for reimbursement, the Guarantor’s right to recover contribution from any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation right or remedy of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any GuaranteeGuarantor.

Guarantee Absolute and Unconditional. To Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or a surety other than payment in full of the extent permitted by applicable lawObligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: (a) The guarantee under this Article 10 is a guaranty of payment when due and not of collectability, and is a primary obligation of each Guarantor and not merely a contract of surety. (b) The Administrative Agent may enforce the guarantee under this Article 10 upon the occurrence of an Event of Default notwithstanding the existence of any dispute between the Borrowers and any Beneficiary with respect to the existence of such Event of Default. (c) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Secured Party upon the guarantee contained herein in this Article 10 or acceptance of the guarantee contained herein; the Guaranteed in this Article 10. (d) The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; in this Article 10 and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrowers and any of the Guarantors, on the one hand, and the Guaranteed Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. in this Article 10. (e) To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. . (f) Each Guarantor understands and agrees that the guarantee contained herein in this Article 10 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to to (ai) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Secured Party, , (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowers or any other Person against any Guaranteed Secured Party, , (ciii) any law or regulation acts of any jurisdiction legislative body or Governmental Authority affecting the Borrowers, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any other event affecting any term total or partial expropriation of the Guaranteed Obligations Borrowers’ property, or by economic, political, regulatory or other events in the countries where the Borrowers are located, or (div) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Borrowers for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this, in bankruptcy or in any other instance. Notwithstanding anything herein WEIL:\98235875\14\35899.0561DOCPROPERTY DOCXDOCID DMS=IMANAGE FORMAT=<<LIB>>\<<NUM>>\<<VER>>\<<CLT>>.<<MTR>>WEIL\100652005\11\35899.0663 (g) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrowers, (x) any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company understands and agrees that this Agreement Borrowers, any other Guarantor or any other Person or any such collateral security or guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Secured Parties against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Bank upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, incurred and extended, amended or waived, and waived in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the Company, any of Borrowers or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGuarantor, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Banks, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower or the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) to the validity validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any Ancillary Facility Credit Document, any of the Guaranteed Obligations or any other collateral security therefor document or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either Borrower against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Administrative Agent or any other Person against any Guaranteed PartyBank, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of either Borrower or the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of either Borrower for the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand or pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent or any Bank may, but shall be under no obligation to, make a similar demand upon or pursue such rights and remedies as it may have against either Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Bank to make any such similar demand or to pursue such other rights or remedies or to collect any payments from either Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the contraryGuarantor of any liability hereunder, (x) and shall not impair or affect the Company understands rights and agrees that this Agreement remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Banks. This Guarantee shall remain continue in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guaranteeand be binding in

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a its Obligations under this Guarantee are irrevocable, continuing, absolute and unconditional guarantee of payment without regard and shall not be discharged or impaired or otherwise affected by, and Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of: (a) any change in the validity time, place or enforceability manner of payment, performance or observance of, or in any other term of the Credit AgreementObligations, any other Loan Document or any Ancillary Facility Documentassignment, any amendment or other modification of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, Master Transaction Agreement; (b) any defensedefault, failure or delay, willful or otherwise, in the performance of the Obligations by the Obligor; (c) any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Obligor or its assets or any resulting restructuring, release or discharge of any Obligations; (d) any failure of Beneficiary to disclose to Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Obligor now or hereafter known to Beneficiary; (e) the failure of any other guarantor or third party to execute or deliver any other guarantee or agreement, or the release or reduction of liability of any other guarantor or surety with respect to the Obligations; (f) the failure or delay of Beneficiary to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Master Transaction Agreement or otherwise; (g) the addition, substitution or release of any Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Master Transaction Agreement; (h) the existence of any claim, set-off off, counterclaim, recoupment or counterclaim other rights that Guarantor or Obligor may have against Beneficiary (other than a defense of payment payment, performance or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed Party, observance); or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (di) any other circumstance whatsoever (with circumstance, act, omission or without notice to manner of administering the Master Transaction Agreement or knowledge any existence of or reliance on any representation by Beneficiary that might vary the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party risk of Guarantor or such Guarantor) which constitutesotherwise operate as a defense available to, or might be construed to constitutea legal or equitable discharge of, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any GuaranteeGuarantor.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any The liability and all notice obligations of the creationGuarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (a) any extension, other indulgence, renewal, extension settlement, discharge, compromise, waiver, subordination or accrual release in respect of any Obligation, security, person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Guaranteed Obligations Obligations, covenants or undertakings of the Borrower and notice its Subsidiaries under the Documents; (b) any modification or amendment of or proof supplement to the Obligations; (c) any loss of reliance or in respect of any security held by any Guaranteed Party upon the guarantee contained herein or acceptance on behalf of the guarantee contained herein; Beneficiaries, whether occasioned by the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any fault of the Subsidiary BorrowersBeneficiaries or otherwise, including any Ancillary release, non-perfection or invalidity of any such security; (d) any change in the existence, structure, constitution, name, control or ownership of the Borrower, any Applicable Account Party and Subsidiary or any of other person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the CompanyBorrower, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to other person or their respective assets; (ae) the validity existence of any set-off, counterclaim, claim or enforceability of other right which the Guarantor, the Borrower or any Subsidiary may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this Guarantee, any other Loan Document or any Ancillary Facility Documentunrelated transaction; (f) any provision of applicable law purporting to prohibit or limit the payment by the Borrower or any Subsidiary, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law; (g) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other person on behalf of a Beneficiary to payment of the Obligations; (h) any release, substitution or addition of any other guarantor of the Obligations; (i) any defence arising by reason of any failure of any Beneficiary or any other person on a Beneficiary's behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defence arising by reason of any failure of a Beneficiary or any other person on behalf of a Beneficiary to proceed against the Borrower, any Subsidiary or any other person, or to apply or exhaust any security held from the Borrower, any Subsidiary or any other person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other person, or to pursue any other remedy available to the Beneficiaries or any other person on behalf of the Guaranteed Beneficiaries; (k) any defence arising by reason of the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defence of the Borrower, any Subsidiary or any other person, or by reason of any limitation, postponement or prohibition on a Beneficiary's or any other person on behalf of a Beneficiary's rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower, any Subsidiary or any other person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full, in cash, of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Borrower, any Subsidiary or any other person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (l) any defence arising by reason of the failure by a Beneficiary or any other person on behalf of a Beneficiary to obtain, register, perfect or maintain a Security Interest in or upon any property of the Borrower, any Subsidiary or any other person, or by reason of any interest of the Beneficiaries or any other person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Security Interest therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral; (m) any defence arising by reason of the failure of the Beneficiaries or any other person on behalf of the Beneficiaries to marshal assets; (n) to the extent permitted under applicable law, any defence based upon any failure of the Beneficiaries or any other person on behalf of the Beneficiaries to give to the Borrower, any Subsidiary or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other collateral security therefor guarantee thereof, or guarantee any notice that may be given in connection with any sale or right other disposition of offset with respect thereto at any time or from time to time held by any Guaranteed Party, such property; (bo) any defensedefence based upon or arising out of any bankruptcy, set-off insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or counterclaim (other than a defense of payment dissolution proceeding commenced by or performance) which may at any time be available to or be asserted by against the CompanyBorrower, any Subsidiary or any other person, including any discharge or bar against collection of any of the Obligations; [or (p) [the fact that the Borrower or any Subsidiary, as applicable, has a general partnership interest in the Guarantor;] or [Note: Insert subparagraph (p) if applicable.] (q) any other law, event or circumstance or any other act or failure to act or delay of any kind by the Borrower, any Ancillary BorrowerSubsidiary, any Applicable Account Party the Beneficiaries or any other Person against any Guaranteed Partyperson, (c) any law which might, but for the provisions of this Section, constitute a legal or regulation equitable defence to or discharge, limitation or reduction of the Guarantor's obligations hereunder, other than as a result of the payment or extinguishment in full of the Obligations. The foregoing provisions apply and the foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of any jurisdiction action or failure to take action by the Beneficiaries or any other event affecting any term person on behalf of the Guaranteed Obligations Beneficiaries is to destroy or (d) diminish the Guarantor's subrogation rights, the Guarantor's right to proceed against the Borrower or any Subsidiary for reimbursement, the Guarantor's right to recover contribution from any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation right or remedy of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any GuaranteeGuarantor.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be, and notice of or proof of reliance by the US Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Section 2 or acceptance of the guarantee contained hereinin this Section 2; the Guaranteed Company Obligations, the Canadian Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 2; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party either Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesUS Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 2. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties either Borrower or any of the Guarantors with respect to the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be. Each Guarantor understands and agrees that the guarantee contained herein in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the US Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either Borrower against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party US Administrative Agent or any other Person against any Guaranteed PartyLender, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party either Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either Borrower for the Company Obligations or defense of a surety or guarantor or any other obligor on any obligation of the CompanyCanadian Borrower Obligations, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of as the Guaranteed Obligationscase may be, or of such Guarantor under the guarantee contained hereinin this Section 2, in bankruptcy or in any other instance. Notwithstanding anything herein to When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the contraryUS Administrative Agent or any Lender may, (x) but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Company understands Obligations or the Canadian Borrower Obligations, as the case may be, or any right of offset with respect thereto, and agrees that this Agreement any failure by the US Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the US Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the U.S. Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article VIII or acceptance of the guarantee contained herein; in this Article VIII, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Article VIII; and all dealings between the Company, Company or any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsBorrowing Subsidiary, on the one hand, and the Guaranteed PartiesU.S. Agent, the European Payment Agent and the Lenders, on the other hand, shall likewise shall be conclusively presumed to have been had or consummated in full reliance upon the guarantee contained hereinin this Article VIII. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Borrowing Subsidiaries with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit this Agreement, any note, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the U.S. Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowing Subsidiaries against the U.S. Agent or any other Person against any Guaranteed Party, Lender or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Borrowing Subsidiaries for any of the Guaranteed Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Article VIII, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Company, the U.S. Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrowing Subsidiaries or any other Person or against any guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the U.S. Agent or any Lender to pursue such other rights or remedies or to collect any payments from the contraryBorrowing Subsidiaries or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, (x) or any release of the Borrowing Subsidiaries or any such other Person or of any such guarantee or right of offset, shall not relieve the Company understands of any liability hereunder, and agrees that shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the U.S. Agent or any Lender against the Company. The guarantee contained in this Agreement Article VIII shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon the Company and its successors, permitted transferees and permitted assigns, until all the Guaranteed Obligations and the obligations hereunder of the Company under this Article VIII shall have been satisfied and by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the occurrence term of this Agreement the Borrowing Subsidiaries may be free from any GuaranteeObligations.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Collateral Agent or any Guaranteed other Secured Party upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained herein; this Guarantee, and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Obligations or upon the Companyany part of them, any requirement that the Collateral Agent or any other Secured Party exhaust any right or remedy or proceed against the Borrower or other Guarantor under the Credit Documents, and any defense arising by reason of any disability or other defense of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor further waives, to the fullest extent permitted by law, the following rights: (i) that the assets of the Borrower or other Guarantors first be used, depleted and/or applied in satisfaction of their obligations under the Credit Documents prior to any amounts being claimed from or paid by any Guarantor, (ii) to require that the Borrower or other Guarantors be sued and all claims against the Borrower or other Guarantors be completed prior to an action or proceeding being initiated against such Guarantor, and (iii) to have its obligations hereunder be divided among the Guarantors, such that each Guarantor’s obligation would be less than the full amount claimed. Each Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement, any other Loan Document or Credit Document, any Ancillary Facility DocumentSecured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any Guaranteed other Secured Party, (b) the absence of any attempt to collect on any obligations or any part there from either Borrower or any other Guarantor or other action to enforce the same or any action to enforce any Credit Document or any Lien thereunder, (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral or other security for any Obligations, (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against a Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Obligation (or any interest thereon) in or as a result of any such proceeding, (e) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement or any other Credit Document or any other agreement or instrument relating thereto, (f) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or other security for any Obligations or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral or other security for any Obligations in accordance with such Secured Party’s rights under any applicable law, (g) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower against the Collateral Agent or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations Secured Party or (dh) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the contraryBorrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release, or any reduction in the liability, of the Borrower or any Guarantor or any such other Person or any release of any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. (xb) the Company understands and agrees that this Agreement This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until the Termination Date (subject to the reinstatement provision pursuant to Section 9 hereof). (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.1 of the Credit Agreement. (d) The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the Obligations under the Credit Documents may be declared to be forthwith due and payable as provided in Section 11 of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in such Section) for purposes of Section 2, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the occurrence Borrower and that, in the event of any Guaranteesuch declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 2.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by any Guaranteed Party Agent or any Lender upon the guarantee contained herein in this Section 10 or acceptance of the guarantee contained hereinin this Section 10; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 10; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGroup Member, on the one hand, and the Guaranteed PartiesLenders and Agents, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 10. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations, notice of a Default or an Event of Default, notice of the amount of the Borrower Obligations (subject, however, to such Guarantor’s right to make inquiry of Administrative Agent to ascertain the amount of the Borrower Obligations at any reasonable time), notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder, any other notice or demand that any Guarantor may otherwise be entitled to receive, and the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof (and any act that shall defer or delay the operation of any statute of limitations applicable to the Borrower Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder (to the extent that the benefit of such statute of limitations may not be waived under applicable law)). Each Guarantor understands and agrees that the guarantee contained herein in this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or any other Person against any Guaranteed PartyLender or Agent, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d3) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Borrower Obligations, or of such Guarantor under the guarantee contained hereinin this Section 10, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Lender or Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Lender or Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrower, (x) any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company understands and agrees that this Agreement Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Lender or Agent against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives ------------------------------------ any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed applicable Obligations and notice of or proof of reliance by the Agents, the Syndication Agent, the Issuing Bank or any Guaranteed Party Lender upon the guarantee contained herein in this Article IX or acceptance of the guarantee contained hereinin this Article IX; the Guaranteed applicable Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; in this Article IX, and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantorseach Guarantor, on the one hand, and the Guaranteed PartiesAgents, the Syndication Agent, the Issuing Bank and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article IX. To The Agents will, to the extent permitted by applicable law, request payment of any applicable Obligation from the applicable Borrower before making any claim against the applicable Guarantor under this Article IX, but will have no further obligation to proceed against a Borrower or to defer for any period a claim against the applicable Guarantor hereunder. Except as expressly provided in the preceding sentence, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties such Guarantor or any of the Guarantors Borrower with respect to the Guaranteed applicable Obligations. Each Guarantor understands and agrees that the guarantee contained herein in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed applicable Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyAgent, the Syndication Agent, the Issuing Bank or any Lender, (b) the legality under applicable laws of repayment by the relevant Borrower of any applicable Obligations or the adoption of any applicable laws purporting to render any applicable Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or the Companyapplicable Borrower against the Agents, any Subsidiary Borrowerthe Syndication Agent, any Ancillary Borrower, any Applicable Account Party the Issuing Bank or any other Person against any Guaranteed PartyLender, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Guarantor or any Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed applicable Obligations, or of such any Guarantor under the guarantee contained hereinin this Article IX, in bankruptcy or in any other instance. Notwithstanding anything herein When any Agent, the Syndication Agent, the Issuing Bank or any Lender is pursuing its rights and remedies under this Article IX against any Guarantor, such Agent, the Syndication Agent, the Issuing Bank or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the applicable Obligations or any right of offset with respect thereto, and any failure by any Agent, the Syndication Agent, the Issuing Bank or any Lender to the contrarypursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence or any release of any GuaranteeBorrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agents, the Syndication Agent, the Issuing Bank and the Lenders against any Guarantor.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor CBS waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article VIII or acceptance of the guarantee contained hereinin this Article VIII; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Article VIII; and all dealings between CBS or the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article VIII. To the extent permitted by applicable law, each Guarantor CBS waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties CBS or any of the Guarantors Borrower with respect to the Guaranteed Borrower Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Article VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) the legality under applicable requirements of law of repayment by the relevant Borrower of any Borrower Obligations or the adoption of any requirement of law purporting to render any Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Borrower) which may at any time be available to or be asserted by CBS against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Administrative Agent or any other Person against any Guaranteed PartyLender, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, CBS or any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Borrower Obligations, or of such Guarantor CBS under the guarantee contained hereinin this Article VIII, in bankruptcy or in any other instance. Notwithstanding anything herein When the Administrative Agent or any Lender is pursuing its rights and remedies under this Article VIII against CBS, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarypursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence or any release of any GuaranteeBorrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve CBS of any liability under this Article VIII, and shall not impair or affect the 61 57 rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against CBS.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party Lender upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the Company, any of Borrower or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGuarantor, on the one hand, and the Guaranteed PartiesLender, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the lack of validity or enforceability of the Credit AgreementNote, the Mortgage or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyLender, (b) any defense, set-off off, recoupment, deduction, counterclaim or counterclaim other right (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person Borrower against any Guaranteed PartyLender, (c) any law modification, extension, renewal, reduction, limitation, impairment or regulation termination of any jurisdiction Obligations for any reason, (d) any change in the name, purpose, capital stock or constitution of Borrower, (e) any irregularity, defect or unauthorized action by Borrower or any of its officers, directors or other agents in executing and delivering any Loan Document or in carrying out or attempting to carry out the terms of the Loan Documents, (f) any insolvency, bankruptcy, reorganization or similar proceeding by or against Borrower, (g) the amount which may be bid by Lender or any other event affecting person at any term of the Guaranteed Obligations foreclosure sale, or (dh) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein Guarantor hereby waives all defenses of a surety to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guaranteewhich it may be entitled by statute or otherwise.

Guarantee Absolute and Unconditional. To Each Guarantor waives (to the fullest extent permitted by applicable law, each Guarantor waives ) any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent, any Guaranteed Party Lender Creditor or any Interim Lender Creditor upon the guarantee contained herein in this Section 2 or acceptance of the guarantee contained hereinin this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 2; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesCollateral Agent, the Lender Creditors or Interim Lender Creditors, as the case may be, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 2. To Each Guarantor waives (to the fullest extent permitted by applicable law, each Guarantor waives ) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that subject to the limitations in Section 2.1(b) the guarantee contained herein in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or Document, the Interim Loan Agreement, any Ancillary Facility other Interim Loan Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, any Guaranteed PartyLender Creditor or any Interim Lender Creditor, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or any other Person against the Collateral Agent, any Guaranteed PartyLender Creditor or any Interim Lender Creditor, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this Section 2, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, any Lender Creditor or any Interim Lender Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other 15 11 Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent, any Lender Creditor or any Interim Lender Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrower, (x) any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company understands and agrees that this Agreement Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, any Lender Creditor or any Interim Lender Creditor against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed First Priority Term Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article XI or acceptance of the guarantee contained herein; in this Article XI. Each Guarantor agrees that the Guaranteed First Priority Term Loan Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and First Priority Term Loan Guarantees. Each Guarantor agrees that all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article XI. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed First Priority Term Loan Obligations. (b) The obligations of each Guarantor hereunder are primary obligations of such Guarantor and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the First Priority Term Loan Obligations and the other obligations of Guarantor hereunder and not of collectibility, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Holdings', the Borrower's or any CalGen Company's liabilities and obligations to the Secured Parties. Each failure by a Guarantor understands and agrees that to pay or perform, as the guarantee contained herein shall be construed as case may be, a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other First Priority Term Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations Obligation or any other collateral security therefor or guarantee or right obligation hereunder shall give rise to a separate cause of offset with respect thereto action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The First Priority Term Loan Secured Parties may, at any time or and from time to time held (whether or not after revocation or termination of the guarantee contained in this Article XI) without the consent of or notice to any Guarantor, except such notice as may be required by the First Priority Term Loan Documents or applicable law which cannot be waived, without incurring responsibility to any Guaranteed PartyGuarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (bi) any defensechange the manner, set-off or counterclaim (other than a defense place and terms of payment or performanceperformance of, or renew or alter, any First Priority Term Loan Obligation or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms of the First Priority Term Loan Documents or any documents, instruments or agreements executed in connection therewith, in each case with the consent of Holdings, the Borrower, the CalGen Companies and any Guarantor (in each case, as and to the extent required by this Agreement or the relevant Security Document, as applicable), and the agreements and guarantees herein made shall apply to the First Priority Term Loan Obligations or such other obligations as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against the Borrower, Holdings, any CalGen Company, or others (including any Guarantor) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of any Guarantor hereunder; 103 (iv) settle or compromise any First Priority Term Loan Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment or performance of all or any part thereof to the payment or performance of any obligations and liabilities which may at be due to the Secured Parties or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any time manner or in any order any property by whomsoever pledged or mortgaged to secure or securing the First Priority Term Loan Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset there against; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Holdings, the Borrower or any CalGen Company to the First Priority Term Loan Secured Parties under the First Priority Term Loan Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid, except that sums paid by any Guarantor hereunder shall be available deemed to have been paid in respect of the applicable obligation of such Guarantor hereunder; (vii) consent to or be asserted waive any breach of, or any act, omission or default under, the First Priority Term Loan Documents or otherwise amend, modify or supplement (with the consent of the Guarantors, Holdings, the Borrower and the CalGen Companies, as and to the extent required by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party First Priority Term Loan Documents) the First Priority Term Loan Documents or any of such other Person instruments or agreements; and/or (viii) act or fail to act in any manner referred to in this Agreement which may deprive any Guarantor of its right to subrogation against the Borrower or any CalGen Company to recover full indemnity for any payments or performances made pursuant to this Agreement or of its right of contribution against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or party. (d) any other circumstance whatsoever (with No invalidity, irregularity or without notice to or knowledge unenforceability of the CompanyFirst Priority Term Loan Obligations or invalidity, irregularity, unenforceability or non-perfection of any Subsidiary Borrowercollateral therefor, any Ancillary Borrowershall affect, any Applicable Account Party impair or such Guarantor) which constitutes, or might be construed a defense to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this Article XI, which is a primary obligation of each Guarantor. (e) The guarantee provided hereunder is a continuing guarantee and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 11.06(b) above, the guarantee provided by any Guarantor hereunder shall be deemed revocable in accordance with applicable law, then any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by such Guarantor. To the extent permitted by applicable law, no revocation or termination hereof shall affect, in bankruptcy any manner, rights arising under hereunder with respect to First Priority Term Loan Obligations arising prior to receipt by Administrative Agent of written notice of such revocation or in any other instancetermination. Notwithstanding anything herein Any such revocation or termination shall be deemed to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence be an Event of any GuaranteeDefault. 104

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any Guaranteed other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained herein in this Section 2 or acceptance of the guarantee contained hereinin this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 2; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes Obligations, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 2. To the extent permitted by applicable law, The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each The Borrower and each Guarantor understands and agrees that the guarantee contained herein in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any Guaranteed Partyother Secured Party or any holder of Equally and Ratably Secured Notes Obligations, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary BorrowerTWC, any Applicable Account Party TWCE or any other Person against the Administrative Agent, any Guaranteed Partyother Secured Party or any holder of Equally and Ratably Secured Notes Obligations, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower TWC or any Applicable Account Party TWCE for any of the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained hereinin this Section 2, in bankruptcy or in any other instance. Notwithstanding anything herein to When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the contraryBorrower or any Guarantor, (x) the Company understands Administrative Agent, any other Secured Party or any holder of Equally and agrees that this Agreement Ratably Secured Notes Obligations may, but shall remain in full force be under no obligation to, make a similar demand on or otherwise pursue such rights and effect remedies as to it may have against the Company’s obligations hereunder notwithstanding Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the occurrence of any Guarantee12

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and the Canadian Borrower Obligations and notice of or proof of reliance by the Collateral Agent, the Administrative Agent, the Canadian Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Section 2 or acceptance of the guarantee contained hereinin this Section 2; the Guaranteed Company Obligations, the Canadian Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 2; and all dealings between the Company, any each of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Company and the Canadian Borrower and any of the Guarantors, on the one hand, and each of the Guaranteed PartiesCollateral Agent, the Administrative Agent, the Canadian Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 2. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Canadian Borrower or any of the Guarantors with respect to the Guaranteed Company Obligations and the Canadian Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained herein in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations Company Obligations, any of the Canadian Borrower Obligations, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent, the Canadian Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party the Canadian Borrower or any other Person against the Collateral Agent, the Administrative Agent, the Canadian Administrative Agent or any Guaranteed PartyLender, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (other than indefeasible payment in full in cash of the Company Obligations or the Canadian Borrower Obligations, as the case may be) (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party the Canadian Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the CompanyCompany for the Company Obligations, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Canadian Borrower for the Canadian Borrower Obligations, or of such Guarantor under the guarantee contained hereinin this Section 2, in bankruptcy or in any other instance. Notwithstanding anything herein to When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the contraryCollateral Agent, (x) the Administrative Agent, the Canadian Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company, the Canadian Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Company understands Obligations or for the Canadian Borrower Obligations or any right of offset with respect thereto, and agrees that this Agreement shall remain in full force and effect as any failure by the Collateral Agent, the Administrative Agent, the Canadian Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company’s obligations hereunder notwithstanding , the occurrence Canadian Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, the Canadian Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the the Collateral Agent, the Administrative Agent, the Canadian Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each The Guarantor waives any and all notice of the creation, renewal, extension or - 3 - 82 accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party Beneficiary upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the Company, any of Transferee or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Guarantor and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, Beneficiary shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of Transferee or the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Relevant Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyBeneficiary, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person Transferee against any Guaranteed PartyBeneficiary, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Transferee or such the Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Transferee for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Guarantor, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Transferee or any other person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Beneficiary to pursue such other rights or remedies or to collect any payments from the contraryTransferee or any such other person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) or any release of the Company understands Transferee or any such other person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and agrees that this Agreement shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s obligations extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Beneficiaries, and their respective successors, endorsees, transferees and assigns, until all of the Obligations and the Obligations of the Guarantor under this Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees that, without limiting the generality of this Guarantee, if any Beneficiary (or any assignee thereof) shall be prevented by applicable law from exercising its remedies (or any of them) against the Transferee under any Operative Document, such Beneficiary (or any assignee thereof) shall be entitled to receive hereunder notwithstanding from the occurrence of any GuaranteeGuarantor, upon demand

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any The liability and all notice obligations of the creationGuarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by: (a) any extension, other indulgence, renewal, extension settlement, discharge, compromise, waiver, subordination or accrual release in respect of any Indenture Obligation, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Guaranteed Obligations and notice of Indenture Obligations, covenants or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance undertakings of the guarantee contained herein; Issuer under the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted Indenture or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, Notes; (b) any defensemodification or amendment of or supplement to the Indenture Obligations; (c) any change in the existence, set-off structure, constitution, name, control or counterclaim (ownership of the Issuer, or any other than a defense of payment Person, or performance) which may at any time be available to insolvency, bankruptcy, reorganization or be asserted by other similar proceeding affecting the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Issuer or any other Person against any Guaranteed Party, or their respective assets; (cd) any law or regulation the existence of any jurisdiction set off, counterclaim, claim or other right which the Guarantor or the Issuer may have at any time against the Beneficiaries or any other event affecting Person, whether in connection with the Indenture, this Guarantee or any term unrelated transaction; (e) any provision of applicable law purporting to prohibit or limit the payment by the Issuer of any Indenture Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law; (f) any limitation, postponement, prohibition, subordination or other restriction on the right of the Guaranteed Beneficiaries to payment of the Indenture Obligations; (g) any defence arising by reason of any failure of the Beneficiaries to make any presentment, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Indenture Obligations and the existence, creation, or incurring of new or additional Indenture Obligations; (h) any defence arising by reason of any failure of the Beneficiaries to proceed against the Issuer or any other Person, or to pursue any other remedy available to the Beneficiaries; (i) any defence arising by reason of the invalidity, illegality or lack of enforceability of the Indenture Obligations or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defence of the Issuer or any other Person, or by reason of any limitation, postponement or prohibition on the Beneficiaries’ rights to payment, or the cessation from any cause whatsoever of the liability of the Issuer or any other Person with respect to all or any part of the Indenture Obligations (dother than irrevocable payment to the Beneficiaries in full, in cash, of the Indenture Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Issuer or any other Person or of all or any part of the Indenture Obligations or any guarantee therefor, whether by contract, operation of law or otherwise; (j) any defence arising by reason of the failure by the Beneficiaries to obtain, register, perfect or maintain a Lien in or upon any property of the Issuer or any other Person, or by reason of any interest of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral; (k) any defence arising by reason of the failure of the Beneficiaries to marshal assets; (l) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Issuer or any other Person, including any discharge or bar against collection of any of the Indenture Obligations; or (m) any other law, event or circumstance whatsoever (with or without notice any other act or failure to act or delay of any kind by the Issuer, the Beneficiaries or any other Person, which might, but for the provisions of this Section, constitute a legal or equitable defence to or knowledge discharge, limitation or reduction of the CompanyGuarantor’s obligations hereunder, other than as a result of the payment or extinguishment in full of the Indenture Obligations. The foregoing provisions apply and the foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of any Subsidiary Borroweraction or failure to take action by the Beneficiaries is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Issuer for reimbursement, the Guarantor’s right to recover contribution from any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or other guarantor or any other obligor on any obligation right or remedy of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any GuaranteeGuarantor.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Revolving Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article XI or acceptance of the guarantee contained herein; in this Article XI. Each Guarantor agrees that the Guaranteed Revolving Loan Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and Revolving Loan Guarantees. Each Guarantor agrees that all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the 112 other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article XI. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Revolving Loan Obligations. (b) The obligations of each Guarantor hereunder are primary obligations of such Guarantor and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Revolving Loan Obligations and the other obligations of Guarantor hereunder and not of collectibility, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Holdings', the Borrower's or any CalGen Company's liabilities and obligations to the Secured Parties. Each failure by a Guarantor understands and agrees that to pay or perform, as the guarantee contained herein shall be construed as case may be, a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Revolving Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations Obligation or any other collateral security therefor or guarantee or right obligation hereunder shall give rise to a separate cause of offset with respect thereto action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Revolving Loan Secured Parties may, at any time or and from time to time held (whether or not after revocation or termination of the guarantee contained in this Article XI) without the consent of or notice to any Guarantor, except such notice as may be required by the Revolving Loan Documents or applicable law which cannot be waived, without incurring responsibility to any Guaranteed PartyGuarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (bi) any defensechange the manner, set-off or counterclaim (other than a defense place and terms of payment or performance) which may at any time be available to performance of, or be asserted by the Companyrenew or alter, any Subsidiary Revolving Loan Obligation or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms of the Revolving Loan Documents or any documents, instruments or agreements executed in connection therewith, in each case with the consent of Holdings, the Borrower, the CalGen Companies and any Guarantor (in each case, as and to the extent required by this Agreement or the relevant Security Document, as applicable), and the agreements and guarantees herein made shall apply to the Revolving Loan Obligations or such other obligations as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Holdings, the Borrower, any Ancillary BorrowerCalGen Company, or others (including any Applicable Account Party Guarantor) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of any Guarantor hereunder; (iv) settle or compromise any Revolving Loan Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment or performance of all or any part thereof to the payment or performance of any obligations and liabilities which may be due to the Secured Parties or others; 113 (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or securing the Revolving Loan Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset there against; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Holdings, the Borrower or any CalGen Company to the Revolving Loan Secured Parties under the Revolving Loan Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid, except that sums paid by any Guarantor hereunder shall be deemed to have been paid in respect of the applicable obligation of such Guarantor hereunder; (vii) consent to or waive any breach of, or any act, omission or default under, the Revolving Loan Documents or otherwise amend, modify or supplement (with the consent of the Guarantors, Holdings, the Borrower and the CalGen Companies, as and to the extent required by the Revolving Loan Documents) the Revolving Loan Documents or any of such other Person instruments or agreements; and/or (viii) act or fail to act in any manner referred to in this Agreement which may deprive any Guarantor of its right to subrogation against the Borrower or any CalGen Company to recover full indemnity for any payments or performances made pursuant to this Agreement or of its right of contribution against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or party. (d) any other circumstance whatsoever (with No invalidity, irregularity or without notice to or knowledge unenforceability of the CompanyRevolving Loan Obligations or invalidity, irregularity, unenforceability or non-perfection of any Subsidiary Borrowercollateral therefor, any Ancillary Borrowershall affect, any Applicable Account Party impair or such Guarantor) which constitutes, or might be construed a defense to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this Article XI, which is a primary obligation of each Guarantor. (e) The guarantee provided hereunder is a continuing guarantee and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 11.6(b) above, the guarantee provided by any Guarantor hereunder shall be deemed revocable in accordance with applicable law, then any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by such Guarantor. To the extent permitted by applicable law, no revocation or termination hereof shall affect, in bankruptcy any manner, rights arising under hereunder with respect to Revolving Loan Obligations arising prior to receipt by Administrative Agent of written notice of such revocation or in any other instancetermination. Notwithstanding anything herein Any such revocation or termination shall be deemed to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence be an Event of any GuaranteeDefault.

Guarantee Absolute and Unconditional. To Except as otherwise required by this Agreement, the extent permitted by applicable law, each Guarantor Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of any Borrowing Subsidiary and notice of or proof of reliance by any Guaranteed Party Agent, any L/C Issuer or any Lender upon the guarantee contained herein in this Article X or acceptance of the guarantee contained hereinin this Article X; the Guaranteed ObligationsObligations of any Borrowing Subsidiary, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Article X; and all dealings between the Borrowing Subsidiaries and the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAgents, the L/C Issuers and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. in this Article X. To the fullest extent permitted by applicable law, each Guarantor the Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrowing Subsidiary or the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Company with respect to the Guaranteed ObligationsObligations of any Borrowing Subsidiary. Each Guarantor The Company understands and agrees that the guarantee contained herein in this Article X shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit obligations of the Borrowing Subsidiaries under this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations of any of the Borrowing Subsidiaries or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyAgent, any L/C Issuer or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Borrowing Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed PartyAgent, any L/C Issuer or any Lender, (c) any law or regulation of any jurisdiction jurisdiction, or any other event event, affecting any material term of any Obligation of the Guaranteed Obligations Borrowing Subsidiaries or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowing Subsidiaries or the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, Company or the Borrowing Subsidiaries for the Obligations of any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed ObligationsBorrowing Subsidiary, or of such Guarantor the Company under the guarantee contained hereinin this Article X, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, any Agent, any L/C Issuer or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrowing Subsidiary, or any other Person or against any collateral security or guarantee for the Obligations of any Borrowing Subsidiary or any right of offset with respect thereto, and any failure by any Agent, any L/C Issuer or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrowing Subsidiaries, (x) or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrowing Subsidiary, or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Company understands of any obligation or liability hereunder, and agrees that this Agreement shall remain in full force not impair or affect the rights and effect remedies, whether express, implied or available as to a matter of law, of any Agent, any L/C Issuer or any Lender against the Company’s obligations hereunder notwithstanding . For the occurrence purposes hereof “demand” shall include the commencement and continuance of any Guaranteelegal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by any Guaranteed Party Agent or any Lender upon the guarantee contained herein in this Section 10 or acceptance of the guarantee contained hereinin this Section 10; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 10; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGroup Member, on the one hand, and the Guaranteed PartiesLenders and Agents, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 10. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrowers or any of the Guarantors with respect to the Guaranteed Borrower Obligations, notice of a Default or an Event of Default, notice of the amount of the Borrower Obligations (subject, however, to such Guarantor’s right to make inquiry of Administrative Agent to ascertain the amount of the Borrower Obligations at any reasonable time), notice of any adverse change in the financial condition of the Borrowers or of any other fact that might increase such Guarantor’s risk hereunder, any other notice or demand that any Guarantor may otherwise be entitled to receive, and the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof (and any act that shall defer or delay the operation of any statute of limitations applicable to the Borrower Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder (to the extent that the benefit of such statute of limitations may not be waived under applicable law)). Each Guarantor understands and agrees that the guarantee contained herein in this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowers or any other Person against any Guaranteed PartyLender or Agent, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d3) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrowers for the Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this Section 10, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Lender or Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Lender or Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrowers, (x) any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company understands and agrees that this Agreement Borrowers, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Lender or Agent against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrowers and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, Company or any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guaranteethe

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor Infinity waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article VIII or acceptance of the guarantee contained hereinin this Article VIII; the Guaranteed Obligations, and any of them, Subsidiary Borrower Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Article VIII; and all dealings between the Company, any of Infinity or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article VIII. To the extent permitted by applicable law, each Guarantor Infinity waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Infinity or any of the Guarantors Subsidiary Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Article VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Infinity against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Administrative Agent or any other Person against any Guaranteed PartyLender, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, Infinity or any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed its Subsidiary Borrower Obligations, or of such Guarantor Infinity under the guarantee contained hereinin this Article VIII, in bankruptcy or in any other instance. Notwithstanding anything herein When the Administrative Agent or any Lender is pursuing its rights and remedies under this Article VIII against Infinity, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarypursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence or any release of any GuaranteeSubsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Infinity of any liability under this Article

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) The Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party other Term B-4 Lender upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained herein; the this Guarantee. All Guaranteed Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained herein; this Guarantee, and all dealings between the Company, any of Borrower and the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGuarantor, on the one hand, and the Guaranteed PartiesAdministrative Agent and the other Term B-4 Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the fullest extent permitted by applicable lawApplicable Law, each the Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to or upon the Companynonpayment, notice of acceptance and any other notice in respect of the Subsidiary BorrowersGuaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Ancillary Borrowers, any of Borrower or the Applicable Account Parties or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity validity, regularity or enforceability of the Amended and Restated Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed Partyother Term B-4 Lender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower against the Administrative Agent or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations Term B-4 Lender or (diii) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such the Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance, other than a discharge upon the payment in full of the Guaranteed Obligations (other than any contingent indemnity obligations not then due). Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any other Term B-4 Lender may without prejudice to the contraryGuarantor’s right of subrogation in Section 2.4, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any guarantee for the Guaranteed Obligations (xother than any contingent indemnity obligations not then due) or any right of offset with respect thereto, and any failure by the Company understands Administrative Agent or any other Term B-4 Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any such guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and agrees that this Agreement shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Term B-4 Lender against the Guarantor. (b) Any Term B-4 Lender, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of the Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and (iv) exercise any other rights available to it under the Amended and Restated Credit Agreement. (c) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns and shall inure to the benefit of the Administrative Agent and the other Term B-4 Lenders and their respective successors, indorsees, transferees and assigns until all Guaranteed Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full. The Guarantor hereby irrevocably waives any right to revoke this Guarantee as to the Company’s obligations hereunder notwithstanding the occurrence of future transactions giving rise to any GuaranteeGuaranteed Obligations.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent or any Guaranteed Party Lender upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAgent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each Each Guarantor waives waives: (a) diligence, presentment, protest, notice of intent to accelerate, notice of acceleration, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrowers or any of other Borrowers (as applicable) or the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees ; (b) any right to require the Agent or the Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the Borrowers or the other Borrowers (as applicable), any other guarantor of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowers or the other Borrowers (as applicable), any other guarantor of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Agent or any Lender in favor of the Borrowers or any other Borrowers (as applicable) or any other Person, or (iv) pursue any other remedy in the power of the Agent or any Lender whatsoever; (c) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower or any other Borrower (as applicable), including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating hereto or by reason of the cessation of the liability of any Borrower or any other Borrower (as applicable) from any cause other than indefeasible payment in full of the Obligations; (d) any defense based upon any statute or rule of law which provides that the guarantee contained herein obligation of a surety must be neither larger in amount nor in other respect more burdensome than that of the principal; (e) any defense based upon the Agent's or any Lender's errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Article VIII and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations effecting such Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (g) notices of any renewal, extension or modification of the Obligations or any Loan Document; and (h) any defenses or benefits that may be derived from or afforded by applicable law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Article VIII, including (if and to the extent applicable) the provisions of California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2846, 2849, 2850, 2899 and 3433. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Agent or any Guaranteed PartyLender, (b) any defense, set-off offset or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowers against the Agent or any other Person against any Guaranteed Party, Lender or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of any of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such GuarantorBorrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed ObligationsBorrowers or any of the other Borrowers (as applicable) for the Obligations of such Borrower, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guarantee.

Guarantee Absolute and Unconditional. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by any Guaranteed Party Agent or any Lender upon the guarantee contained herein in this Section 13 or acceptance of the guarantee contained herein; the Guaranteed in to this Section 13. The Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; in this Section 13 and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAgents and the Lenders, on the other hand, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 13. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Borrowers with respect to the Guaranteed Subsidiary Borrower Obligations. Each Guarantor understands and agrees that the guarantee The Guarantee contained herein in this Section 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyAgent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, Subsidiary Borrowers against any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Agent or any other Person against any Guaranteed Party, Lender or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such GuarantorBorrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrowers for the Subsidiary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Section 13, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Company, any Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Subsidiary Borrowers or any other Person or against any guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent or any Lender to pursue such other rights or remedies or to collect any payments from the contrarySubsidiary Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, (x) or any release of the Subsidiary Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company understands of any liability hereunder, and agrees that shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against the Company. The guarantee contained in this Agreement Section 13 shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon the Company and its successors, and shall inure to the benefit of the Agents and the Lenders, and their respective successors, permitted transferees and permitted assigns, until all the Subsidiary Borrower Obligations and the obligations hereunder of the Company under this Section 13 shall have been satisfied by payment in full, the Commitments shall be terminated and no Letter of Credit shall be outstanding, notwithstanding that from time to time during the occurrence term of this Agreement the Subsidiary Borrowers may be free from any GuaranteeSubsidiary Borrower Obligations.

Guarantee Absolute and Unconditional. To The obligations of each Guaranteeing Borrower under this Guarantee shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction or defence based upon any claim such Guaranteeing Borrower may have against either Other Borrower or any other person, whether in connection with this Guarantee or any other transaction, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected or impaired by any occurrence, matter, circumstance or condition whatsoever (whether or not such Guaranteeing Borrower has any knowledge or notice thereof or has consented thereto), other than the extent permitted by applicable law, each Guarantor waives any and all notice complete performance of the creationGuaranteed Obligations, renewalincluding without limitation: (a) any amendment or modification of any provision of this Agreement, extension any of the other Credit Facility Documents, the Security Documents or accrual of any of the Guaranteed Obligations and notice or any assignment or transfer thereof, including without limitation any extension of the time for payment of or proof of reliance by compliance with any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; Guaranteed Obligations; (b) any waiver, consent, extension, granting of time, forbearance, indulgence, renewal or other action or inaction under or in respect of this Agreement, the other Credit Facility Documents, the Security Documents or any of the Guaranteed Obligations, or any exercise or nonexercise of any right, remedy or power in respect thereof; (c) any dealings with any security or other guarantee which the Lenders hold or may hold pursuant to this Agreement or otherwise, including the taking and giving up of security or any other guarantee, the accepting of compositions and the granting of releases and discharges; (d) any bankruptcy, receivership, insolvency, reorganization, amalgamation, arrangement, readjustment, composition, liquidation or similar proceedings with respect to any Borrower or any other person or the properties or creditors of any of them; (e) any informality in, shall conclusively be deemed to have been createdomission from, contracted invalidity or incurredunenforceability of, or renewedany misrepresentation, extendedirregularity or other defect in, amended or waivedthis Agreement, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other handCredit Facility Documents, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility DocumentSecurity Documents, any of the Guaranteed Obligations or any other collateral security therefor agreement or guarantee instrument; (f) any lack or right limitation of offset capacity, status, power or authority of any Borrower or any of their respective directors, officers, employees, partners or agents acting or purporting to act on their behalf, and any defect or any failure to comply with respect thereto at a formal legal requirement in the execution or delivery of any time document; (g) any transfer of any assets to or from time any Borrower to time held by any Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Other Borrower, any Ancillary consolidation, amalgamation or merger of any of the Borrowers with or into any person, or any change whatsoever in the name, objects, capital structure, corporate existence, membership, constitution or business of any Borrower, ; (h) any Applicable Account Party failure on the part of any Other Borrower or any other Person against any Guaranteed Party, (c) any law person to perform or regulation of any jurisdiction or any other event affecting comply with any term of this Agreement, the other Credit Facility Documents, the Security Documents, any of the Guaranteed Obligations or (d) any other circumstance whatsoever (with agreement or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guaranteeinstrument;

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party Bank upon the guarantee contained herein this Subsidiary Guarantee or acceptance of the guarantee contained hereinthis Subsidiary Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantee contained hereinthis Subsidiary Guarantee; and all dealings between the Company, any of Borrower and the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGuarantor, on the one hand, and the Guaranteed Partiesany Bank, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Subsidiary Guarantee. To the extent permitted by applicable law, each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of Borrower or the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein This Subsidiary Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to, and the Guarantor hereby expressly waives any defenses to its obligations hereunder based upon (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility DocumentNote, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person Borrower against any Guaranteed PartyBank, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Subsidiary Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Guarantor, each Bank may, but shall be under no obligation, to pursue such rights and remedies as it may have against the contraryBorrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, (x) and any failure by such Bank to pursue such other rights or remedies or to collect any payments from the Company understands and agrees that this Agreement Borrower or any such other Person or to realize upon any such collateral security, or guarantee or right of offset, shall remain in full force and effect as to not relieve the Company’s obligations hereunder notwithstanding the occurrence Guarantor of any Guaranteeliability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Banks against the Guarantor.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinthis Article X; and all dealings between the Company, any of the Foreign Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Subsidiary Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor this Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Foreign Subsidiary Borrowers or any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Subsidiary Obligations. Each Guarantor The Company understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Foreign Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Subsidiary Guarantor or any other Person against the Administrative Agent or any Guaranteed PartyLender, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Borrower or any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Foreign Subsidiary Borrower, any Ancillary Borrower Borrowers or any Applicable Account Party Subsidiary Guarantors for any of the Guaranteed Subsidiary Obligations, or of such Guarantor the Company under the guarantee contained hereinthis Article X, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Foreign Subsidiary Borrowers, any Subsidiary Guarantor or any other guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarymake any such demand, (x) to pursue such other rights or remedies or to collect any payments from any Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guaranteeobligation or liability under this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company under this Article X. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed First Priority Term Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article XI or acceptance of the guarantee contained herein; in this Article XI. Each Guarantor agrees that the Guaranteed First Priority Term Loan Obligations, and any of them, shall conclusively be deemed to have been createdcreate, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and First Priority Term Loan Guarantees. Each Guarantor agrees that all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article XI. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed First Priority Term Loan Obligations. (b) The obligations of each Guarantor hereunder are primary obligations of such Guarantor and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the First Priority Term Loan Obligations and the other obligations of Guarantor hereunder and not of collectibility, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Holdings', the Borrower's or any CalGen Company's liabilities and obligations to the Secured Parties. Each failure by a Guarantor understands and agrees that to pay or perform, as the guarantee contained herein shall be construed as case may be, a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other First Priority Term Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations Obligation or any other collateral security therefor or guarantee or right obligation hereunder shall give rise to a separate cause of offset with respect thereto action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The First Priority Term Loan Secured Parties may, at any time or and from time to time held (whether or not after revocation or termination of the guarantee contained in this Article XI) without the consent of or notice to any Guarantor, except such notice as may be required by the First Priority Term Loan Documents or applicable law which cannot be waived, without incurring responsibility to any Guaranteed PartyGuarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (bi) any defensechange the manner, set-off or counterclaim (other than a defense place and terms of payment or performanceperformance of, or renew or alter, any First Priority Term Loan Obligation or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms of the First Priority Term Loan Documents or any documents, instruments or agreements executed in connection therewith, in each case with the consent of Holdings, the Borrower, the CalGen Companies and any Guarantor (in each case, as and to the extent required by this Agreement or the relevant Security Document, as applicable), and the agreements and guarantees herein made shall apply to the First Priority Term Loan Obligations or such other obligations as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against the Borrower, Holdings, any CalGen Company, or others (including any Guarantor) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of any Guarantor hereunder; 103 (iv) settle or compromise any First Priority Term Loan Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment or performance of all or any part thereof to the payment or performance of any obligations and liabilities which may at be due to the Secured Parties or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any time manner or in any order any property by whomsoever pledged or mortgaged to secure or securing the First Priority Term Loan Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset there against; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Holdings, the Borrower or any CalGen Company to the First Priority Term Loan Secured Parties under the First Priority Term Loan Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid, except that sums paid by any Guarantor hereunder shall be available deemed to have been paid in respect of the applicable obligation of such Guarantor hereunder; (vii) consent to or be asserted waive any breach of, or any act, omission or default under, the First Priority Term Loan Documents or otherwise amend, modify or supplement (with the consent of the Guarantors, Holdings, the Borrower and the CalGen Companies, as and to the extent required by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party First Priority Term Loan Documents) the First Priority Term Loan Documents or any of such other Person instruments or agreements; and/or (viii) act or fail to act in any manner referred to in this Agreement which may deprive any Guarantor of its right to subrogation against the Borrower or any CalGen Company to recover full indemnity for any payments or performances made pursuant to this Agreement or of its right of contribution against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or party. (d) any other circumstance whatsoever (with No invalidity, irregularity or without notice to or knowledge unenforceability of the CompanyFirst Priority Term Loan Obligations or invalidity, irregularity, unenforceability or non-perfection of any Subsidiary Borrowercollateral therefor, any Ancillary Borrowershall affect, any Applicable Account Party impair or such Guarantor) which constitutes, or might be construed a defense to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this Article XI, which is a primary obligation of each Guarantor. (e) The guarantee provided hereunder is a continuing guarantee and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 11.06(b) above, the guarantee provided by any Guarantor hereunder shall be deemed revocable in accordance with applicable law, then any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by such Guarantor. To the extent permitted by applicable law, no revocation or termination hereof shall affect, in bankruptcy any manner, rights arising under hereunder with respect to First Priority Term Loan Obligations arising prior to receipt by Administrative Agent of written notice of such revocation or in any other instancetermination. Notwithstanding anything herein Any such revocation or termination shall be deemed to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence be an Event of any GuaranteeDefault. 104

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor IBM waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Section 10 or acceptance of the guarantee contained hereinin this Section 10; the Guaranteed Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 10; and all dealings between the Company, any of IBM or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 10. To the extent permitted by applicable law, each Guarantor IBM waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties IBM or any of the Guarantors Subsidiary Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility DocumentLocal Currency Facility, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) the legality under applicable Requirements of Law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any Requirement of Law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by IBM against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Administrative Agent or any other Person against any Guaranteed PartyLender, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, IBM or any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Subsidiary Borrower Obligations, or of such Guarantor IBM under the guarantee contained hereinin this Section 10, in bankruptcy or in any other instance. Notwithstanding anything herein When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 10 against IBM, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarypursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence or any release of any GuaranteeSubsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve IBM of any liability under this Section 10, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against IBM.

Guarantee Absolute and Unconditional. To (a) Subject to the extent permitted by DIP Order (with respect to the applicable lawGuarantors), each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Collateral Agent or any Guaranteed other Secured Party upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained herein; this Guarantee, and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Company and any of the Guarantors, on the one hand, and the Guaranteed Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to or upon the Companynonpayment, notice of acceptance and any other notice in respect of the Subsidiary BorrowersObligations or any part of them, and any defense arising by reason of any disability or other defense of the Ancillary Borrowers, any of the Applicable Account Parties Company or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the DIP Credit Agreement, any other Loan Document Credit Document, any Letter of Credit, any Secured Cash Management Agreement, Secured Commodity Hedging Agreement or any Ancillary Facility DocumentSecured Hedging Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any Guaranteed other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Company against the Collateral Agent or any other Person against any Guaranteed Party, Secured Party or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Company or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Company for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein to When pursuing its rights and remedies hereunder against any Guarantor, the contraryCollateral Agent and any other Secured Party may, (x) but shall be under no obligation to, pursue such rights and remedies as it may have against the Company understands or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and agrees that this Agreement any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. (b) This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Guarantee Termination Date. (c) A Guarantor shall automatically and without further action be released from its obligations hereunder notwithstanding and the occurrence Guarantee of any Guaranteesuch Guarantor shall be automatically and without further action be released under the circumstances and subject to the terms and conditions for the release of Guarantors described in Section 13.1 of the DIP Credit Agreement.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor ViacomCBS waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Section 8.1 or acceptance of the guarantee contained hereinin this Section 8.1; the Guaranteed Obligations, and any of them, Subsidiary Borrower Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 8.1; and all dealings between the Company, any of ViacomCBS or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 8.1. To the extent permitted by applicable law, each Guarantor ViacomCBS waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties ViacomCBS or any of the Guarantors Subsidiary Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Section 8.1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by ViacomCBS against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Administrative Agent or any other Person against any Guaranteed PartyLender, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, ViacomCBS or any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed its Subsidiary Borrower Obligations, or of such Guarantor ViacomCBS under the guarantee contained herein, in this Section 8.1 in bankruptcy or in any other instance. Notwithstanding anything herein When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 against ViacomCBS, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarypursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence or any release of any GuaranteeSubsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve ViacomCBS of any liability under this Section 8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against ViacomCBS.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any GuaranteeGuarantee Release Date, but subject to any release of such obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15 and (y) each of the other Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Canadian Borrower Obligations or the Canadian Operating Facility Obligations and notice of or proof of reliance by either Administrative Agent, any Guaranteed Party Lender or the Canadian Operating Facility Lender upon the guarantee contained herein in this Section 13 or acceptance of the guarantee contained hereinin this Section 13; the Guaranteed Canadian Borrower Obligations and the Canadian Operating Facility Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 13; and all dealings between the Canadian Borrower or the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and either Administrative Agent, the Guaranteed PartiesLenders and/or the Canadian Operating Facility Lender, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 13. To the extent permitted by applicable law, each Guarantor The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of Canadian Borrower or the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Company with respect to the Guaranteed Canadian Borrower Obligations and the Canadian Operating Facility Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Section 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Documentthe Canadian Operating Facility, any of the Guaranteed Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by either Administrative Agent, any Guaranteed PartyLender or the Canadian Operating Facility Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the CompanyBorrowers against either Administrative Agent, any Subsidiary BorrowerLender or the Canadian Operating Facility Lender, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Canadian Borrower or 107 the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Canadian Borrower for the Canadian Borrower Obligations or any Applicable Account Party for any of the Guaranteed Canadian Operating Facility Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Section 13, in bankruptcy or in any other instance. Notwithstanding anything herein When either Administrative Agent, any Lender or the Canadian Operating Facility Lender is pursuing its rights and remedies under this Section 13 against the Company, such Administrative Agent or any such lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Canadian Borrower or any other Person or against any collateral security or guarantee for the Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any right of offset with respect thereto, and any failure by such Administrative Agent or any such lender to pursue such other rights or remedies or to collect any payments from the contraryCanadian Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) or any release of the Canadian Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company understands of any liability under this Section 13, and agrees that this Agreement shall remain in full force not impair or affect the rights and effect remedies, whether express, implied or available as to a matter of law, of the Administrative Agents, the Lenders and the Canadian Operating Facility Lender against the Company’s obligations hereunder notwithstanding the occurrence of any Guarantee.

Guarantee Absolute and Unconditional. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by any Guaranteed Party Agent or any Lender upon the guarantee contained herein in this Section 13 or acceptance of the guarantee contained hereinin to this Section 13; the Guaranteed Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 13; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAgents and the Lenders, on the other hand, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 13. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Borrowers with respect to the Guaranteed Subsidiary Borrower Obligations. Each Guarantor understands and agrees that the guarantee The Guarantee contained herein in this Section 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyAgent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, Subsidiary Borrowers against any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Agent or any other Person against any Guaranteed Party, Lender or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such GuarantorBorrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrowers for the Subsidiary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Section 13, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Company, any Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Subsidiary Borrowers or any other Person or against any guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent or any Lender to pursue such other rights or remedies or to collect any payments from the contrarySubsidiary Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, (x) or any release of the Subsidiary Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company understands of any liability hereunder, and agrees that shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against the Company. The guarantee contained in this Agreement Section 13 shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon the Company and its successors, and shall inure to the benefit of the Agents and the Lenders, and their respective successors, permitted transferees and permitted assigns, until all the Subsidiary Borrower Obligations and the obligations hereunder of the Company under this Section 13 shall have been satisfied by payment in full, the Commitments shall be terminated and no Letter of Credit shall be outstanding, notwithstanding that from time to time during the occurrence term of this Agreement the Subsidiary Borrowers may be free from any GuaranteeSubsidiary Borrower Obligations.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor The Lead Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinthis Section 11; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Lead Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Section 11. To the extent permitted by applicable law, each Guarantor The Lead Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Designated Borrowers with respect to the Guaranteed Obligations. Each Guarantor The Lead Borrower understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or 216004669 enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Designated Borrower or any other Person against the Administrative Agent or any Guaranteed PartyLender, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Designated Borrowers for any of the Guaranteed Obligations, or of such Guarantor the Lead Borrower under the guarantee contained hereinthis Section 11, in bankruptcy or in any other instance, other than Payment in Full. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Lead Borrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Designated Borrowers or any guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarymake any such demand, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence pursue such other rights or remedies or to collect any payments from any Designated Borrower, any guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any GuaranteeDesignated Borrower, any guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Lead Borrower of any obligation or liability under this Section 11, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Lead Borrower under this Section 11. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Canadian Borrower Obligations or the Canadian Operating Facility Obligations and notice of or proof of reliance by either Administrative Agent, any Guaranteed Party Lender or the Canadian Operating Facility Lender upon the guarantee contained herein in this Section 13 or acceptance of the guarantee contained hereinin this Section 13; the Guaranteed Canadian Borrower Obligations and the Canadian Operating Facility Obligations, and any of them, shall conclusively be deemed to have been created, contracted 116 110 or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 13; and all dealings between the Canadian Borrower or the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and either Administrative Agent, the Guaranteed PartiesLenders and/or the Canadian Operating Facility Lender, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 13. To the extent permitted by applicable law, each Guarantor The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of Canadian Borrower or the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Company with respect to the Guaranteed Canadian Borrower Obligations and the Canadian Operating Facility Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Section 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Documentthe Canadian Operating Facility, any of the Guaranteed Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by either Administrative Agent, any Guaranteed PartyLender or the Canadian Operating Facility Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the CompanyBorrowers against either Administrative Agent, any Subsidiary BorrowerLender or the Canadian Operating Facility Lender, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Canadian Borrower or the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Canadian Borrower for the Canadian Borrower Obligations or any Applicable Account Party for any of the Guaranteed Canadian Operating Facility Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Section 13, in bankruptcy or in any other instance. Notwithstanding anything herein When either Administrative Agent, any Lender or the Canadian Operating Facility Lender is pursuing its rights and remedies under this Section 13 against the Company, such Administrative Agent or any such lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Canadian Borrower or any other Person or against any collateral security or guarantee for the Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any right of offset with respect thereto, and any failure by such Administrative Agent or any such lender to pursue such other rights or remedies or to collect any payments from the contraryCanadian Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) or any release of the Canadian Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company understands of any liability under this Section 13, and agrees that this Agreement shall remain in full force not impair or affect the rights and effect remedies, whether express, implied or available as to a matter of law, of the Administrative Agents, the Lenders and the Canadian Operating Facility Lender against the Company’s obligations hereunder notwithstanding the occurrence of any Guarantee.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Prepayment Obligations and notice of or proof of reliance by any Guaranteed Party Noteholder upon the guarantee contained herein this Agreement or acceptance of this Agreement; and the guarantee contained herein; Noteholders’ decision to enter into the Second Amendment and to accept the Company’s prepayment obligations in respect of the Guaranteed Obligations, and any of them, Prepayment Obligations thereunder shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, made in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Agreement. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, Company or any other Guarantor or guarantor of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Guaranteed Prepayment Obligations with respect to the Guaranteed Prepayment Obligations. Each Guarantor understands and agrees that the guarantee contained herein this Agreement shall be construed construed, subject to Section 2(b) hereof, as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity validity, regularity or enforceability of the Credit Securities Purchase Agreement, any other Loan Document Note, the Second Amendment, the Guaranteed Prepayment Obligations or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyNoteholder, (bii) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance in full of all obligations under this Agreement) which may at any time be available to or be asserted by the CompanyCompany against any Noteholder, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party (iii) the bankruptcy of the Company or any other Person against any Guaranteed PartyPerson, (c) any law or regulation of any jurisdiction or any other event affecting inability for any term reason of the Company to pay the Guaranteed Prepayment Obligations or (div) any other circumstance whatsoever (other than payment and performance in full of all obligations under this Agreement) (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor the Company for the Guaranteed Prepayment Obligations or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinthis Agreement, in bankruptcy or in any other instance. (b) This Agreement is a guaranty of payment and performance and not a guaranty of collection. Notwithstanding anything herein to the contraryWhen pursuing its rights and remedies hereunder against either Guarantor, (x) any Noteholder may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Company understands or any other Person (including, without limitation, resorting or not resorting to any direct or indirect security for the Guaranteed Prepayment Obligations) or against any guarantee for the Obligations or any right of offset with respect thereto, and agrees that this any failure by any Noteholder to pursue such other rights or remedies or to collect any payments from the Company or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Company or any such other Person or any such guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Noteholders against such Guarantor. This Agreement shall remain in full force and effect as and be binding in accordance with and to the Company’s obligations hereunder notwithstanding extent of its terms upon each Guarantor and its successors and assigns, and shall inure to the occurrence benefit of any Guaranteethe Noteholders, and their respective successors, indorsees, transferees and assigns, until the Guaranteed Prepayment Obligations, together with all fees and expenses payable pursuant to Section 2(c) hereof, shall have been satisfied by payment in full in cash, whereupon this Agreement shall automatically and immediately terminate, subject to reinstatement pursuant to Section 8 hereof.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed License Company’s Obligations and notice of or proof of reliance by any Guaranteed Party American III upon the guarantee contained herein this Guaranty or acceptance of the guarantee contained hereinthis Guaranty; the Guaranteed License Company’s Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinthis Guaranty; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party License Company and any of the GuarantorsGuarantor, on the one hand, and the Guaranteed PartiesAmerican III, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guaranty. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment default, notice of nonpayment, notice of dishonor, and all other notices of any kind to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties License Company or any of the Guarantors Guarantor with respect to the Guaranteed ObligationsLicense Company’s Obligations and any exemption rights that either may have. Each Guarantor understands and agrees that the guarantee contained herein this Guaranty shall be construed as a continuing, absolute absolute, and unconditional guarantee guaranty of payment and performance without regard to (a) the validity or enforceability of the Credit Management Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed License Company’s Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, American III; (b) any defense, set-off set off, or counterclaim (other than a defense of payment or performanceperformance in full hereunder) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party License Company or any other Person against any Guaranteed Party, American III or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party License Company or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the License Company for License Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, ’s Obligations or of such Guarantor under the guarantee contained hereinthis Guaranty, in bankruptcy or in any other instance. Notwithstanding anything herein to the contraryWhen making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantor, (x) the American III may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against License Company understands and agrees that this Agreement shall remain in full force and effect as to the or any other Person or against any collateral security or guaranty for License Company’s obligations hereunder notwithstanding the occurrence Obligations or any right of offset with respect thereto, and any failure by American III to make any such demand, to pursue such other rights or remedies or to collect any payments from License Company or any other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of License Company or any other Person or any such collateral security, guaranty or right of offset, shall not relieve Guarantor of any GuaranteeGuarantor Obligations, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of American III against Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the fullest extent permitted by applicable law, each Guarantor waives waives: (a) any and all (i) notice of the creation, existence, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations, (ii) notice of any loans or other financial accommodations made or extended under the Credit Agreement, (iii) notice of the amount of the Guaranteed Obligations, subject, however, to such Guarantor’s right to make inquiry of Collateral Agent to ascertain the amount of the Guaranteed Obligations at any reasonable time, (iv) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder, (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Credit Documents, (vi) notice of any Default or Event of Default under any of the Credit Documents, (vii) all other notices (except if such notice is specifically required to be given to such Guarantor under this Guarantee or any other Credit Documents to which such Guarantor is a party) and demands to which such Guarantor might otherwise be entitled, (viii) notice of or proof of reliance by the Collateral Agent or any Guaranteed other Secured Party upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained herein; this Guarantee, the Guaranteed Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained herein; this Guarantee, and (ix) all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. (b) the guarantee contained hereinright by statute or otherwise to require the Secured Parties to institute suit against the Borrower or any other guarantor or to exhaust any rights and remedies which any Secured Party has or may have against Borrower or any other guarantor. To In this regard, such Guarantor agrees that it is bound to the payment of each and all Guaranteed Obligations, whether now existing or hereafter arising, as fully as if the Guaranteed Obligations were directly owing to the Secured Parties by such Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash, to the extent permitted of any such payment) of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower in respect thereof. (c) (i) any right to assert to against any Secured Party any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against Borrower or any other party liable to any Secured Party, (ii)any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor, (iii) any right or defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party including any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against Borrower or other guarantors or sureties, (iv) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable law, each Guarantor waives to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder. (d) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement, any other Loan Document Credit Document, any Letter of Credit or any Ancillary Facility DocumentBank Product Agreement (including any Hedge Agreement), any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any Guaranteed other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower against the Collateral Agent or any other Person against any Guaranteed Party, Secured Party or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein This Guarantee includes Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the contraryBorrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) or any release of the Company understands Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and agrees that this Agreement shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (other than any Letters of Credit that shall have been cash collateralized or otherwise provided for in a manner satisfactory to the Letter of Credit Issuer in respect thereof), notwithstanding that from time to time during the term of the Credit Agreement and any Bank Product Agreement (including any Hedge Agreement) the Credit Parties may be free from any Guaranteed Obligations. A Guarantor shall automatically be released from its obligations hereunder notwithstanding and the occurrence Guarantee of such Guarantor shall be automatically released upon the consummation of any Guaranteetransaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Collateral Agent.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guaranteeother

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each The Guarantor waives any and all notice of the creation, renewal, extension or - 3 - 83 accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party Beneficiary upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the Company, any of Transferee or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Guarantor and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, Beneficiary shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of Transferee or the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collectibility) without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Relevant Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyBeneficiary, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person Transferee against any Guaranteed PartyBeneficiary, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Transferee or such the Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Transferee for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Guarantor, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Transferee or any other person or entity or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Beneficiary to pursue such other rights or remedies or to collect any payments from the contraryTransferee or any such other person or entity or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) or any release of the Company understands Transferee or any such other person or entity or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and agrees that this Agreement shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s obligations extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Beneficiaries, and their respective successors, endorsees, transferees and assigns, until all of the Obligations and the Obligations of the Guarantor under this Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees that, without limiting the generality of this Guarantee, if any Beneficiary (or any assignee thereof) shall be prevented by applicable law from exercising its remedies (or any of them) against the Transferee under any Operative Document, such Beneficiary (or any assignee thereof) shall be entitled to receive hereunder notwithstanding from the occurrence of any GuaranteeGuarantor, upon demand

Guarantee Absolute and Unconditional. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by any Guaranteed Party Agent or any Lender upon the guarantee contained herein in this Section 13 or acceptance of the guarantee contained hereinin to this Section 13; the Guaranteed Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 13; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAgents and the Lenders, on the other hand, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 13. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Borrowers with respect to the Guaranteed Subsidiary Borrower Obligations. Each Guarantor understands and agrees that the guarantee The Guarantee contained herein in this Section 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed PartyAgent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, Subsidiary Borrowers against any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Agent or any other Person against any Guaranteed Party, Lender or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such GuarantorBorrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrowers for the Subsidiary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Section 13, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Company, any Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Subsidiary Borrowers or any other Person or against any guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by any Agent or any Lender to pursue such other rights or remedies or to collect any payments from the contrarySubsidiary Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, (x) or any release of the Subsidiary Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company understands of any liability hereunder, and agrees that shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against the Company. The guarantee contained in this Agreement Section 13 shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon the Company and its successors, and shall inure to the benefit of the Agents and the Lenders, and their respective successors, permitted transferees and permitted assigns, until all the Subsidiary Borrower Obligations and the obligations hereunder of the Company under this Section 13 shall have been satisfied by payment in full, the Commitments shall be terminated and no Letter of Credit shall be outstanding, notwithstanding that from time to time during the occurrence term of this Agreement the Subsidiary Borrowers may be free from any GuaranteeSubsidiary Borrower Obligations.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed License Company’s Obligations and notice of or proof of reliance by any Guaranteed Party American II upon the guarantee contained herein this Guaranty or acceptance of the guarantee contained hereinthis Guaranty; the Guaranteed License Company’s Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. amended or waived, in reliance upon the guarantee contained hereinthis Guaranty; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party License Company and any of the GuarantorsGuarantor, on the one hand, and the Guaranteed PartiesAmerican II, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guaranty. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment default, notice of nonpayment, notice of dishonor, and all other notices of any kind to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties License Company or any of the Guarantors Guarantor with respect to the Guaranteed ObligationsLicense Company’s Obligations and any exemption rights that either may have. Each Guarantor understands and agrees that the guarantee contained herein this Guaranty shall be construed as a continuing, absolute absolute, and unconditional guarantee guaranty of payment and performance without regard to (a) the validity or enforceability of the Credit Management Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed License Company’s Obligations or any other collateral security therefor or guarantee guaranty or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, American II; (b) any defense, set-off set off, or counterclaim (other than a defense of payment or performanceperformance in full hereunder) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party License Company or any other Person against any Guaranteed Party, American II or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party License Company or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the License Company for License Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, ’s Obligations or of such Guarantor under the guarantee contained hereinthis Guaranty, in bankruptcy or in any other instance. Notwithstanding anything herein to the contraryWhen making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantor, (x) the American II may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against License Company understands and agrees that this Agreement shall remain in full force and effect as to the or any other Person or against any collateral security or guaranty for License Company’s obligations hereunder notwithstanding the occurrence Obligations or any right of offset with respect thereto, and any failure by American II to make any such demand, to pursue such other rights or remedies or to collect any payments from License Company or any other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of License Company or any other Person or any such collateral security, guaranty or right of offset, shall not relieve Guarantor of any GuaranteeGuarantor Obligations, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of American II against Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To MFC agrees that its obligation to pay the extent permitted by applicable lawDeficiency Payment hereunder shall be absolute and unconditional and, each Guarantor waives any and all notice without limiting the generality of the creationforegoing, shall not be released, discharged or otherwise affected by: (a) any extension of the time or times for the payment of the Deficiency Payment, renewal, extension or accrual settlement, compromise, waiver, indulgence for release granted to MLI by the holders of MLI Preferred Shares in respect of any obligation of MLI under the Guaranteed Obligations and notice MLI Preferred Shares, by operation of law or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, otherwise; (b) any modification or amendment of or supplement to the terms and conditions of the MLI Preferred Shares (as long as they remain MLI Preferred Shares as defined herein) or MFC Preferred Shares or the creation of any class of shares ranking on a parity with or superior to the MLI Preferred Shares or MFC Preferred Shares; (c) any change in the corporate existence, structure or ownership of MLI (other than pursuant to section 5.1(b) hereof) or MFC, or any insolvency, bankruptcy, winding-up, reorganization or other similar proceeding affecting MLI or MFC or their assets; (d) the existence of any defense, claim, set-off or counterclaim (other than a defense of payment or performance) rights which MFC may have at any time be available to or be asserted by the Companyagainst MLI, any Subsidiary Borrowerholder of MLI Preferred Shares or MaCS or any other Person, whether in connection herewith or any unrelated transactions; (e) any provision of applicable law or regulation purporting to prohibit the payment by MFC of all or any portion of the Deficiency Payment; (f) any breach by MLI of its obligations to MFC under this Agreement; (g) any other act or omission to act or delay of any kind by MLI, any Ancillary Borrower, any Applicable Account Party holder of MLI Preferred Shares or MaCS or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with which might, but for the provisions of this paragraph, constitute a legal or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense defence of a surety or guarantor MFC’s obligations hereunder; (h) any contest by MLI or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect Person as to the Company’s obligations hereunder notwithstanding amount of the occurrence Deficiency Payment; or (i) the recovery of any Guaranteejudgment against MLI or any action to enforce the same.

Guarantee Absolute and Unconditional. To Each Guarantor waives, to the maximum extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Agent or any Guaranteed other Secured Party upon the guarantee contained herein in this Section 2 or acceptance of the guarantee contained hereinin this Section 2; each of the Guaranteed Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 2; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 2. To Each Guarantor waives, to the maximum extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the other Guarantors with respect to any of the Guaranteed Borrower Obligations. Each Guarantor understands and agrees agrees, to the extent permitted by applicable law, that the guarantee contained herein in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment. The guarantee contained in this Section 2 includes Guarantor Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Obligations, changing the interest rate, payment without regard terms, or other terms and conditions thereof, or creating new or additional Obligations after prior Guarantor Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke the guarantee contained in this Section 2 as to future Guarantor Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Agent, (b) no such revocation shall apply to any Guarantor Obligations in existence on the date of receipt by Agent of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantor Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Secured Parties in existence on the date of such revocation, (d) no payment by any Guarantor, any Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of any Guarantor hereunder, and (e) any payment by any Borrower or from any source other than a Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantor Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses that it may have arising out of or in connection with any and all of the following: 2.5.1. the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Agent or any Guaranteed other Secured Party, (b) , 2.5.2. any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Agent or any other Person against Secured Party, 2.5.3. any Guaranteed Partychange in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, 2.5.4. any exchange, taking, or release of Collateral, 2.5.5. any change in the corporate (cor other) any law structure or regulation existence of any jurisdiction Borrower, 2.5.6. any application of Collateral to any of the Obligations in accordance with the terms of this Agreement, 2.5.7. any law, regulation or order of any jurisdiction, or any other event event, affecting any term of any Obligation or the Guaranteed Obligations rights of the Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives any Borrower, Guarantor or Parent of any assets or their use, or of the ability to operate its business or a material part thereof, or (div) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or 2.5.8. any other circumstance whatsoever whatsoever, other than payment in full of all Obligations, which (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed its Borrower Obligations, or of such Guarantor under the guarantee contained hereinin this Section 2, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Agent or any other Secured Party to the contrarymake any such demand, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any GuaranteeBorrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH GUARANTOR WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY ANY SECURED PARTY, EVEN THOUGH SUCH ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE GUARANTIED OBLIGATIONS, HAS DESTROYED SUCH GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST ANY BORROWER BY THE OPERATION OF APPLICABLE LAW.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrowers and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, Company or any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any GuaranteeGuarantee Release Date, but subject to any release of such obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15 and (y) each of the other Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Party may, but shall be under no obligation to, make a similar 509265-1725-Active.16561492 demand on or otherwise pursue such rights and remedies as it may have against the Company, any Subsidiary Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Subsidiary Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any Subsidiary Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by any Guaranteed Party Agent or any Lender upon the guarantee contained herein in this Section 10 or acceptance of the guarantee contained hereinin this Section 10; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 10; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGroup Member, on the one hand, and the Guaranteed PartiesLenders and Agents, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 10. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties each Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations, notice of a Default or an Event of Default, notice of the amount of the Borrower Obligations, subject, however, to such Guarantor's right to make inquiry of Administrative Agent to ascertain the amount of the Borrower Obligations at any reasonable time, notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor's risk hereunder, any other notice or demand that any Guarantor may otherwise be entitled to receive, and the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement thereof (and any act that shall defer or delay the operation of any statute of limitations applicable to the Borrower Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor's liability hereunder (to the extent that the benefit of such statute of limitations may not be waived under applicable law)). Each Guarantor understands and agrees that the guarantee contained herein in this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or any other Person against any Guaranteed PartyLender or Agent, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d3) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Borrower Obligations, or of such Guarantor under the guarantee contained hereinin this Section 10, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Lender or Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Lender or Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrower, (x) any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company understands and agrees that this Agreement Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Lender or Agent against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To MFC agrees that its obligation to pay the extent permitted by applicable lawDeficiency Payment hereunder shall be absolute and unconditional and, each Guarantor waives any and all notice without limiting the generality of the creationforegoing, shall not be released, discharged or otherwise affected by: (a) any extension of the time or times for the payment of the Deficiency Payment, renewal, extension or accrual settlement, compromise, waiver, indulgence for release granted to MLI by the holders of MLI Preferred Shares in respect of any obligation of MLI under the Guaranteed Obligations and notice MLI Preferred Shares, by operation of law or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, otherwise; (b) any modification or amendment of or supplement to the terms and conditions of the MLI Preferred Shares (as long as they remain MLI Preferred Shares as defined herein) or MFC Preferred Shares or the creation of any class of shares ranking on a parity with or superior to the MLI Preferred Shares or MFC Preferred Shares; (c) any change in the corporate existence, structure or ownership of MLI (other than pursuant to section 5.1(b) hereof) or MFC, or any insolvency, bankruptcy, winding-up, reorganization or other similar proceeding affecting MLI or MFC or their assets; (d) the existence of any defense, claim, set-off or counterclaim (other than a defense of payment or performance) rights which MFC may have at any time be available to or be asserted by the Companyagainst MLI, any Subsidiary Borrowerholder of MLI Preferred Shares or MaCS II or any other Person, whether in connection herewith or any unrelated transactions; (e) any provision of applicable law or regulation purporting to prohibit the payment by MFC of all or any portion of the Deficiency Payment; (f) any breach by MLI of its obligations to MFC under this Agreement; (g) any other act or omission to act or delay of any kind by MLI, any Ancillary Borrower, any Applicable Account Party holder of MLI Preferred Shares or MaCS II or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with which might, but for the provisions of this paragraph, constitute a legal or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense defence of a surety or guarantor MFC's obligations hereunder; (h) any contest by MLI or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect Person as to the Company’s obligations hereunder notwithstanding amount of the occurrence Deficiency Payment; or (i) the recovery of any Guaranteejudgment against MLI or any action to enforce the same.

Guarantee Absolute and Unconditional. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Section 2.14 or acceptance of the guarantee contained herein; in this Section 2.14, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; in this Section 2.14 and all dealings between the Company, Company or any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsBorrowing Subsidiary, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other hand, shall likewise shall be conclusively presumed to have been had or consummated in full reliance upon the guarantee contained hereinin this Section 2.14. To The Company waives, to the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Borrowing Subsidiaries with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit this Agreement, any note, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrowing Subsidiaries against the Administrative Agent or any other Person against any Guaranteed Party, Lender or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Borrowing Subsidiaries for any of the Guaranteed Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Section 2.14, in bankruptcy or in any other instance. Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrowing Subsidiaries or any other Person or against any guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the contraryBorrowing Subsidiaries or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, (x) or any release of the Borrowing Subsidiaries or any such other Person or of any such guarantee or right of offset, shall not relieve the Company understands of any liability hereunder, and agrees that shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. The guarantee contained in this Agreement Section 2.14 shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon the Company and its successors, permitted transferees and permitted assigns, until all the Guaranteed Obligations and the obligations hereunder of the Company under this Section 2.14 shall have been satisfied and by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the occurrence term of this Agreement the Borrowing Subsidiaries may be free from any GuaranteeObligations.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article X or acceptance of the guarantee contained hereinin this Article X; the Guaranteed Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Article X; and all dealings between any Designated Borrower or the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGuarantor, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each in this Article X. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Guarantor or any of the Guarantors Designated Borrower with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that To the full extent permitted by law, the guarantee contained herein in this Article X shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) the legality under applicable Laws of repayment by any Designated Borrower of the Obligations or the adoption of any requirement of law purporting to render any Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by a Designated Borrower) which may at any time be available to or be asserted by the CompanyGuarantor against the Administrative Agent or any Lender, (d) any Subsidiary change in ownership of any Designated Borrower, any Ancillary Borrower, merger or consolidation of any Applicable Account Party Designated Borrower into another Person or any other Person against any Guaranteed Party, (c) any law or regulation loss of any jurisdiction Designated Borrower’s separate legal identity or any other event affecting any term of the Guaranteed Obligations existence, or (de) any other circumstance whatsoever (with or without notice to or knowledge of any Designated Borrower or the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained herein, in this Article X in bankruptcy or in any other instance. Notwithstanding anything herein When the Administrative Agent or any Lender is pursuing its rights and remedies under this Article X against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Designated Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarypursue such other rights or remedies or to collect any payments from any Designated Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence or any release of any GuaranteeDesignated Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Borrower of any liability under this Article X and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against the Guarantor.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed other 2017 Secured Party upon the guarantee contained herein this Guarantee or acceptance of this Guarantee, the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained herein; and all this Guarantee. All dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed Administrative Agent and the other 2017 Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon upon, the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors other Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Guaranteed Transaction Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed other 2017 Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower against the Administrative Agent or any other Person against any Guaranteed 2017 Secured Party, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party Credit Parties for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other 2017 Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other 2017 Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other 2017 Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Guaranteed Transaction Documents and the waivers set forth herein to the contrary, (x) the Company understands and agrees that this Agreement are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other 2017 Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder notwithstanding and the occurrence Guarantee of any Guaranteesuch Guarantor shall be automatically released under the circumstances described in Section 14.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. To Each Guarantor waives, to the maximum extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension extension, amendment or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Collateral Agent, the Administrative Agent or any Guaranteed other Secured Party upon the guarantee contained herein in this Section 2 or acceptance of the guarantee contained hereinin this Section 2; each of the Guaranteed Borrower Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 2; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrowers and any of the Guarantors, on the one hand, and the Guaranteed Collateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 2. To Each Guarantor waives, to the maximum extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the other Guarantors with respect to any of the Guaranteed Borrower Obligations. Each Guarantor understands and agrees agrees, to the extent permitted by law, that the guarantee contained herein in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard when due (whether or not any bankruptcy, insolvency, receivership or other similar proceeding shall have stayed the accrual or collection of any of the Secured Obligations or operated as a discharge thereof) and not merely of collection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any claim alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the Credit Agreement, Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any Guaranteed other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by any of the CompanyBorrowers against the Collateral Agent, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party the Administrative Agent or any other Person against any Guaranteed Secured Party, (c) any law change in the time, place, manner or regulation place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, non-perfection, taking, or release of Security Collateral, (e) any change in the structure or existence of any jurisdiction of the Borrowers, (f) any application of Security Collateral to any of the Obligations, (g) any law, regulation or order of any jurisdiction, or any other event event, affecting any term of any Obligation or the Guaranteed Obligations rights of the Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives any Borrower of any assets or their use, or of the ability to operate their business or a material part thereof, or (div) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party such Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Borrowers for the Borrower Obligations, or of such Guarantor under the guarantee contained hereinin this Section 2, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Collateral Agent, the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the contraryBorrower, (x) any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company understands and agrees that this Agreement Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence not relieve any Guarantor of any Guaranteeobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Canadian Borrower Obligations or the Canadian Operating Facility Obligations and notice of or proof of reliance by either Administrative Agent, any Guaranteed Party Lender or the Canadian Operating Facility Lender upon the guarantee contained herein in this Section 13 or acceptance of the guarantee contained hereinin this Section 13; the Guaranteed Canadian Borrower Obligations and the Canadian Operating Facility Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 13; and all dealings between the Canadian Borrower or the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and either Administrative Agent, the Guaranteed PartiesLenders and/or the Canadian Operating Facility Lender, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 13. To the extent permitted by applicable law, each Guarantor The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of Canadian Borrower or the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Company with respect to the Guaranteed Canadian Borrower Obligations and the Canadian Operating Facility Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Section 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Documentthe Canadian Operating Facility, any of the Guaranteed Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by either Administrative Agent, any Guaranteed PartyLender or the Canadian Operating Facility Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the CompanyBorrowers against either Administrative Agent, any Subsidiary BorrowerLender or the Canadian Operating Facility Lender, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Canadian Borrower or the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Canadian Borrower for the Canadian Borrower Obligations or any Applicable Account Party for any of the Guaranteed Canadian Operating Facility Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Section 13, in bankruptcy or in any other instance. Notwithstanding anything herein When either Administrative Agent, any Lender or the Canadian Operating Facility Lender is pursuing its rights and remedies under this Section 13 against the Company, such Administrative Agent or any such lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Canadian Borrower or any other Person or against any collateral security or guarantee for the Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any right of offset with respect thereto, and any failure by such Administrative Agent or any such lender to pursue such other rights or remedies or to collect any payments from the contraryCanadian Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) or any release of the Canadian Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company understands of any liability under this Section 13, and agrees that this Agreement shall remain in full force not impair or affect the rights and effect remedies, whether express, implied or available as to a matter of law, of the Administrative Agents, the Lenders and the Canadian Operating Facility Lender against the Company’s obligations hereunder notwithstanding the occurrence of any Guarantee.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that the guarantee contained herein this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collection) without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed PartyBeneficiary, (b) the validity or enforceability of any Relevant Document against the Subsidiary, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance circumstances whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such the Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instanceinstance (other than a discharge of such Obligations through payment or performance). Notwithstanding anything herein When pursuing its rights and remedies hereunder against the Guarantor, any Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Subsidiary or any other person or entity or against any collateral security or guaranty for the Obligations or any right of offset with respect thereto, and any feature by any Beneficiary to pursue such other rights or remedies or to collect any payments from the contrarySubsidiary or any such other person or entity or to realize upon any such collateral security or guaranty or to exercise any such right of offset, (x) or any release of the Company understands Subsidiary or any such other person or entity or any such collateral security, guaranty or right of offset, shall not relieve the Guarantor of any liability hereunder, and agrees that this Agreement shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Beneficiary against the Guarantor. This Guarantee shall remain in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Beneficiaries, and their respective successors, transferees and assigns, until all of the Obligations and the obligations hereunder notwithstanding of the occurrence Guarantor under this Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees to pay all expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by the Beneficiaries in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guarantee.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Second Priority Term Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article XI or acceptance of the guarantee contained herein; in this Article XI. Each Guarantor agrees that the Guaranteed Second Priority Term Loan Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and Second Priority Term Loan Guarantees. Each Guarantor agrees that all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article XI. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Second Priority Term Loan Obligations. (b) The obligations of each Guarantor hereunder are primary obligations of such Guarantor and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Second Priority Term Loan Obligations and the other obligations of Guarantor hereunder and not of collectibility, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Holdings', the Borrower's or any CalGen Company's liabilities and obligations to the Secured Parties. Each failure by a Guarantor understands and agrees that to pay or perform, as the guarantee contained herein shall be construed as case may be, a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Second Priority Term Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations Obligation or any other collateral security therefor or guarantee or right obligation hereunder shall give rise to a separate cause of offset with respect thereto action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Second Priority Term Loan Secured Parties may, at any time or and from time to time held (whether or not after revocation or termination of the guarantee contained in this Article XI) without the consent of or notice to any Guarantor, except such notice as may be required by the Second Priority Term Loan Documents or applicable law which cannot be waived, without incurring responsibility to any Guaranteed PartyGuarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (bi) any defensechange the manner, set-off or counterclaim (other than a defense place and terms of payment or performanceperformance of, or renew or alter, any Second Priority Term Loan Obligation or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms of the Second Priority Term Loan Documents or any documents, instruments or agreements executed in connection therewith, in each case with the consent of Holdings, the Borrower, the CalGen Companies and any Guarantor (in each case, as and to the extent required by this Agreement or the relevant Security Document, as applicable), and the agreements and guarantees herein made shall apply to the Second Priority Term Loan Obligations or such other obligations as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against the Borrower, Holdings, any CalGen Company, or others (including any Guarantor) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of any Guarantor hereunder; (iv) settle or compromise any Second Priority Term Loan Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment or performance of all or any part thereof to the payment or performance of any obligations and liabilities which may at be due to the Secured Parties or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any time manner or in any order any property by whomsoever pledged or mortgaged to secure or securing the Second Priority Term Loan Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset there against; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Holdings, the Borrower or any CalGen Company to the Second Priority Term Loan Secured Parties under the Second Priority Term Loan Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid, except that sums paid by any Guarantor hereunder shall be available deemed to have been paid in respect of the applicable obligation of such Guarantor hereunder; (vii) consent to or be asserted waive any breach of, or any act, omission or default under, the Second Priority Term Loan Documents or otherwise amend, modify or supplement (with the consent of the Guarantors, Holdings, the Borrower and the CalGen Companies, as and to the extent required by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Second Priority Term Loan Documents) the Second Priority Term Loan Documents or any of such other Person instruments or agreements; and/or (viii) act or fail to act in any manner referred to in this Agreement which may deprive any Guarantor of its right to subrogation against the Borrower or any CalGen Company to recover full indemnity for any payments or performances made pursuant to this Agreement or of its right of contribution against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or party. (d) any other circumstance whatsoever (with No invalidity, irregularity or without notice to or knowledge unenforceability of the CompanySecond Priority Term Loan Obligations or invalidity, irregularity, unenforceability or non-perfection of any Subsidiary Borrowercollateral therefor, any Ancillary Borrowershall affect, any Applicable Account Party impair or such Guarantor) which constitutes, or might be construed a defense to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this Article XI, which is a primary obligation of each Guarantor. (e) The guarantee provided hereunder is a continuing guarantee and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 11.06(b) above, the guarantee provided by any Guarantor hereunder shall be deemed revocable in accordance with applicable law, then any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by such Guarantor. To 104 the extent permitted by applicable law, no revocation or termination hereof shall affect, in bankruptcy any manner, rights arising under hereunder with respect to Second Priority Term Loan Obligations arising prior to receipt by Administrative Agent of written notice of such revocation or in any other instancetermination. Notwithstanding anything herein Any such revocation or termination shall be deemed to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence be an Event of any GuaranteeDefault.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Bank upon the guarantee contained herein this Guarantee or acceptance of the guarantee contained hereinthis Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, incurred and extended, amended or waived, and waived in reliance upon the guarantee contained hereinthis Guarantee; and all dealings between the Company, any of Borrowers or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the GuarantorsGuarantor, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Banks, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinthis Guarantee. To the extent permitted by applicable law, each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower or the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) to the validity validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any Ancillary Facility Credit Document, any of the Guaranteed Obligations or any other collateral security therefor document or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either Borrower against the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Administrative Agent or any other Person against any Guaranteed PartyBank, or (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of either Borrower or the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of either Borrower for the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such the Guarantor under the guarantee contained hereinthis Guarantee, in bankruptcy or in any other instance. Notwithstanding anything herein When making any demand or pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent or any Bank may, but shall be under no obligation to, make a similar demand upon or pursue such rights and remedies as it may have against either Borrower or any other Person or against any collateral security 156 5 or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Bank to make any such similar demand or to pursue such other rights or remedies or to collect any payments from either Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the contraryGuarantor of any liability hereunder, (x) and shall not impair or affect the Company understands rights and agrees that this Agreement remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Banks. This Guarantee shall remain continue in full force and effect as and be binding in accordance with and to the Company’s extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Banks, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations hereunder notwithstanding of the occurrence Guarantor under this Guarantee shall have been satisfied by payment in full, no Letters of Credit are outstanding and the Commitments are terminated. For the purposes hereof, "demand" shall include the commencement and continuance of any Guaranteelegal proceedings.

Guarantee Absolute and Unconditional. To The obligations of each Guaranteeing Borrower under this Guarantee shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction or defence based upon any claim such Guaranteeing Borrower may have against either Other Borrower or any other person, whether in connection with this Guarantee or any other transaction, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected or impaired by any occurrence, matter, circumstance or condition whatsoever (whether or not such Guaranteeing Borrower has any knowledge or notice thereof or has consented thereto), other than the extent permitted by applicable law, each Guarantor waives any and all notice complete performance of the creationGuaranteed Obligations, renewalincluding without limitation: (a) any amendment or modification of any provision of this Agreement, extension any of the other Credit Facility Documents, the Security Documents or accrual of any of the Guaranteed Obligations and notice or any assignment or transfer thereof, including without limitation any extension of the time for payment of or proof of reliance by compliance with any Guaranteed Party upon the guarantee contained herein or acceptance of the guarantee contained herein; Guaranteed Obligations; (b) any waiver, consent, extension, granting of time, forbearance, indulgence, renewal or other action or inaction under or in respect of this Agreement, the other Credit Facility Documents, the Security Documents or any of the Guaranteed Obligations, or any exercise or nonexercise of any right, remedy or power in respect thereof; (c) any dealings with any security or other guarantee which the Lenders hold or may hold pursuant to this Agreement or otherwise, including the taking and giving up of security or any other guarantee, the accepting of compositions and the granting of releases and discharges; (d) any bankruptcy, receivership, insolvency, reorganization, amalgamation, arrangement, readjustment, composition, liquidation or similar proceedings with respect to any Borrower or any other person or the properties or creditors of any of them; (e) any informality in, shall conclusively be deemed to have been createdomission from, contracted invalidity or incurredunenforceability of, or renewedany misrepresentation, extendedirregularity or other defect in, amended or waivedthis Agreement, in reliance upon the guarantee contained herein; and all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed Parties, on the other handCredit Facility Documents, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained herein. To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Loan Document or any Ancillary Facility DocumentSecurity Documents, any of the Guaranteed Obligations or any other collateral security therefor agreement or guarantee instrument; (f) any lack or right limitation of offset capacity, status, power or authority of any Borrower or any of their respective directors, officers, employees, partners or agents acting or purporting to act on their behalf, and any defect or any failure to comply with respect thereto at a formal legal requirement in the execution or delivery of any time document; (g) any transfer of any assets to or from time any Borrower to time held by any Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Other Borrower, any Ancillary consolidation, amalgamation or merger of any of the Borrowers with or into any person, or any change whatsoever in the name, objects, capital structure, corporate existence, membership, constitution or business of any Borrower, ; (h) any Applicable Account Party failure on the part of any Other Borrower or any other Person against any Guaranteed Party, (c) any law person to perform or regulation of any jurisdiction or any other event affecting comply with any term of this Agreement, the other Credit Facility Documents, the Security Documents, any of the Guaranteed Obligations or any other agreement or instrument; (di) any action or other circumstance whatsoever (with proceeding brought by any beneficiaries or without notice to creditors of, or knowledge of the Companyby, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor Other Borrower or any other obligor on person for any obligation reason whatsoever, including without limitation any action or proceeding in any way attacking or involving any issue in respect of this Agreement, the other Credit Facility Documents, the Security Documents, any of the Company, Guaranteed Obligations or any Subsidiary Borrower, other agreement or instrument; (j) any Ancillary lack or limitation of status or of power of any Other Borrower or any Applicable Account Party for incapacity or disability of any Other Borrower; or (k) the assignment of all or any part of the benefits of this Guarantee in accordance with the terms of this Agreement, any other agreement in respect of the Guaranteed Obligations, or of such Guarantor under the guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guaranteeagreement or instrument.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Canadian Borrower Obligations or the Canadian Operating Facility Obligations and notice of or proof of reliance by either Administrative Agent, any Guaranteed Party Lender or the Canadian Operating Facility Lender upon the guarantee contained herein in this Section 13 or acceptance of the guarantee contained hereinin this Section 13; the Guaranteed Canadian Borrower Obligations and the Canadian Operating Facility Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained hereinin this Section 13; and all dealings between the Canadian Borrower or the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and either Administrative Agent, the Guaranteed PartiesLenders and/or the Canadian Operating Facility Lender, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Section 13. To the extent permitted by applicable law, each Guarantor The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of Canadian Borrower or the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors Company with respect to the Guaranteed Canadian Borrower Obligations and the Canadian Operating Facility Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Section 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Documentthe Canadian Operating Facility, any of the Guaranteed Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by either Administrative Agent, any Guaranteed PartyLender or the Canadian Operating Facility Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the CompanyBorrowers against either Administrative Agent, any Subsidiary BorrowerLender or the Canadian Operating Facility Lender, any Ancillary Borrower, any Applicable Account Party or any other Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Canadian Borrower or the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Canadian Borrower for the 107 107 Canadian Borrower Obligations or any Applicable Account Party for any of the Guaranteed Canadian Operating Facility Obligations, or of such Guarantor the Company under the guarantee contained hereinin this Section 13, in bankruptcy or in any other instance. Notwithstanding anything herein When either Administrative Agent, any Lender or the Canadian Operating Facility Lender is pursuing its rights and remedies under this Section 13 against the Company, such Administrative Agent or any such lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Canadian Borrower or any other Person or against any collateral security or guarantee for the Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any right of offset with respect thereto, and any failure by such Administrative Agent or any such lender to pursue such other rights or remedies or to collect any payments from the contraryCanadian Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) or any release of the Canadian Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company understands of any liability under this Section 13, and agrees that this Agreement shall remain in full force not impair or affect the rights and effect remedies, whether express, implied or available as to a matter of law, of the Administrative Agents, the Lenders and the Canadian Operating Facility Lender against the Company’s obligations hereunder notwithstanding the occurrence of any Guarantee.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Revolving Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article XI or acceptance of the guarantee contained herein; in this Article XI. Each Guarantor agrees that the Guaranteed Revolving Loan Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; and Revolving Loan Guarantees. Each Guarantor agrees that all dealings between the Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party Borrower and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the 112 other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article XI. To the extent permitted by applicable law, each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties Borrower or any of the Guarantors with respect to the Guaranteed Revolving Loan Obligations. (b) The obligations of each Guarantor hereunder are primary obligations of such Guarantor and are an absolute, unconditional, continuing and irrevocable guaranty of payment and performance of the Revolving Loan Obligations and the other obligations of Guarantor hereunder and not of collectibility, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Holdings', the Borrower's or any CalGen Company's liabilities and obligations to the Secured Parties. Each failure by a Guarantor understands and agrees that to pay or perform, as the guarantee contained herein shall be construed as case may be, a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, any other Revolving Loan Document or any Ancillary Facility Document, any of the Guaranteed Obligations Obligation or any other collateral security therefor or guarantee or right obligation hereunder Shall give rise to a separate cause of offset with respect thereto action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Revolving Loan Secured Parties may, at any time or and from time to time held (whether or not after revocation or termination of the guarantee contained in this Article XI) without the consent of or notice to any Guarantor, except such notice as may be required by the Revolving Loan Documents or applicable law which cannot be waived, without incurring responsibility to any Guaranteed PartyGuarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (bi) any defensechange the manner, set-off or counterclaim (other than a defense place and terms of payment or performance) which may at any time be available to performance of, or be asserted by the Companyrenew or alter, any Subsidiary Revolving Loan Obligation or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms of the Revolving Loan Documents or any documents, instruments or agreements executed in connection therewith, in each case with the consent of Holdings, the Borrower, the CalGen Companies and any Guarantor (in each case, as and to the extent required by this Agreement or the relevant Security Document, as applicable), and the agreements and guarantees herein made shall apply to the Revolving Loan Obligations or such other obligations as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Holdings, the Borrower, any Ancillary BorrowerCalGen Company, or others (including any Applicable Account Party Guarantor) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of any Guarantor hereunder; (iv) settle or compromise any Revolving Loan Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment or performance of all or any part thereof to the payment or performance of any obligations and liabilities which may be due to the Secured Parties or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or securing the Revolving Loan Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset there against; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Holdings, the Borrower or any CalGen Company to the Revolving Loan Secured Parties under the Revolving Loan Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid, except that sums paid by any Guarantor hereunder shall be deemed to have been paid in respect of the applicable obligation of such Guarantor hereunder; (vii) consent to or waive any breach of, or any act, omission or default under, the Revolving Loan Documents or otherwise amend, modify or supplement (with the consent of the Guarantors, Holdings, the Borrower and the CalGen Companies, as and to the extent required by the Revolving Loan Documents) the Revolving Loan Documents or any of such other Person instruments or agreements; and/or (viii) act or fail to act in any manner referred to in this Agreement which may deprive any Guarantor of its right to subrogation against the Borrower or any CalGen Company to recover full indemnity for any payments or performances made pursuant to this Agreement or of its right of contribution against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or party. (d) any other circumstance whatsoever (with No invalidity, irregularity or without notice to or knowledge unenforceability of the CompanyRevolving Loan Obligations or invalidity, irregularity, unenforceability or non-perfection of any Subsidiary Borrowercollateral therefor, any Ancillary Borrowershall affect, any Applicable Account Party impair or such Guarantor) which constitutes, or might be construed a defense to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under the guarantee contained hereinin this Article XI, which is a primary obligation of each Guarantor. (e) The guarantee provided hereunder is a continuing guarantee and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 11.6(b) above, the guarantee provided by any Guarantor hereunder shall be deemed revocable in accordance with applicable law, then any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by such Guarantor. To the extent permitted by applicable law, no revocation or termination hereof shall affect, in bankruptcy any manner, rights arising under hereunder with respect to Revolving Loan Obligations arising prior to receipt by Administrative Agent of written notice of such revocation or in any other instancetermination. Notwithstanding anything herein Any such revocation or termination shall be deemed to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence be an Event of any GuaranteeDefault.

Guarantee Absolute and Unconditional. To the extent permitted by applicable law, each Guarantor CCSC waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Guaranteed Party Lender upon the guarantee contained herein in this Article IX or acceptance of the guarantee contained hereinin this Article IX; the Guaranteed Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained herein; in this Article IX, and all dealings between the Company, any of CCSC or the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Guaranteed PartiesAdministrative Agent and the Lenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained hereinin this Article IX. To The Administrative Agent will, to the extent permitted by applicable law, each Guarantor request payment of any Subsidiary Borrower Obligation from the applicable Subsidiary Borrower before making any claim against CCSC under this Article IX, but will have no further obligation to proceed against a Subsidiary Borrower or to defer for any period a claim against CCSC hereunder. Except as expressly provided in the preceding sentence, CCSC waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties CCSC or any of the Guarantors Subsidiary Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. Each Guarantor understands and agrees that the The guarantee contained herein in this Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement, this Agreement or any other Loan Document or any Ancillary Facility Document, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Guaranteed PartyLender, (b) the legality under applicable laws of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any applicable laws purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by CCSC or the Company, any applicable Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party Borrower against the Administrative Agent or any other Person against any Guaranteed PartyLender, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Company, CCSC or any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Subsidiary Borrower Obligations, or of such Guarantor CCSC under the guarantee contained hereinin this Article IX, in bankruptcy or in any other instance. Notwithstanding anything herein When the Administrative Agent or any Lender is pursuing its rights and remedies under this Article IX against CCSC, the Administrative Agent or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to the contrarypursue such other rights or remedies or to collect any payments from any Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence or any release of any GuaranteeSubsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve CCSC of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against CCSC.