Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. Viacom waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 or acceptance of the guarantee contained in this Section 8.1; the 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 in this Section 8.1; and all dealings between Viacom or the Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1. Viacom waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained 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 this Agreement, any of the Subsidiary Borrower Obligations or any 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 Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Viacom against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom under the guarantee contained in this Section 8.1, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 against Viacom, 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 pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom 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 Viacom.

Guarantee Absolute and Unconditional. Viacom Each Newco Subordinated Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom or any of the Subsidiary BorrowersBorrowers and any of the Newco Subordinated Guarantors, on the one hand, and the Administrative Shared Collateral Agent and the LendersShared Collateral Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Newco Subordinated Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom any of the Borrowers or any Subsidiary Borrower of the Newco Subordinated Guarantors with respect to the Subsidiary Borrower Obligations. The Each Newco Subordinated Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreementany Loan Document, any of the 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 Shared Collateral Agent or any LenderShared Collateral Secured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom any Borrower or any other Person against the Administrative any Shared Collateral Agent or any LenderShared Collateral Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom any Borrower or any Subsidiary Borrowersuch Newco Subordinated Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom such Newco Subordinated Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Newco Subordinated Guarantor, the Administrative Shared Collateral Agent or and any Lender Shared Collateral 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 Subsidiary Borrower Borrower, any other Newco Subordinated Guarantor 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 Shared Collateral Agent or any Lender Shared Collateral Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Subsidiary Borrower Borrower, any other Newco Subordinated 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 of any Subsidiary Borrower Borrower, any other Newco Subordinated Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Newco Subordinated Guarantor of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Shared Collateral Agent or any Shared Collateral Secured Party against any Newco Subordinated Guarantor. For the purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom CBS waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 or acceptance of the guarantee contained in this Section 8.1; the 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 in this Section 8.1; and all dealings between Viacom CBS or the Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1. Viacom CBS waives diligence, presentment, protest, protest and demand for payment and notice of default or nonpayment to or upon Viacom CBS or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained 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 this Agreement, any of the Subsidiary Borrower Obligations or any 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 Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Viacom CBS against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom CBS or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom CBS under the guarantee contained in this Section 8.1, in bankruptcy or in any other instance. 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 pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom CBS 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. Viacom The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom or the Borrower and the Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any the applicable Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The Borrower understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment (to the extent permitted by applicable law) without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the 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 Lender, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom any Subsidiary Borrower or any other Person against the Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Subsidiary Borrower Borrowers for any of its the Subsidiary Borrower Obligations, or of Viacom the Borrower under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomthe 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 any the Subsidiary Borrower Borrowers 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 make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower 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, any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Borrower of any obligation or liability under this Section 8.1hereunder, 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 Borrower. For the purposes hereof, “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom Each Subsidiary Guarantor hereby represents and warrants, with respect to the representations and warranties set forth in Article V (except to the extent that such representation or warranty is provided on a consolidated basis) as they relate to such Subsidiary Guarantor are true and correct in all material respects, and hereby covenants and agrees, with respect to the covenants contained in Articles VI and VII (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) as they relate to such Subsidiary Guarantor, to comply with the covenants contained therein. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 Subsidiary Guarantee or acceptance of the guarantee contained in this Section 8.1; Subsidiary Guarantee, the Subsidiary Borrower Obligations 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 in this Section 8.1Subsidiary Guarantee; and all dealings between Viacom or the Borrowers and the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Agent and the Lendersor any Lender, as applicable, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Subsidiary Guarantee. Viacom Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and all notices whatsoever, including notice of default or nonpayment nonpayment, to or upon Viacom any Borrower, such Subsidiary Guarantor or any other Subsidiary Borrower Guarantor with respect to the Subsidiary Borrower Guaranteed Obligations. The guarantee contained in this Section 8.1 This Subsidiary Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection without regard to, and each Subsidiary Guarantor hereby expressly waives any defenses to its obligations hereunder based upon (a) the value, genuineness, validity or enforceability of this AgreementAgreement or any other Loan Document, any Note, any of the Subsidiary Borrower Guaranteed Obligations or any 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 Lender, (b) any change in the legality under applicable requirements time, manner or place of law payment of, or in any other term of, all or any of repayment by the relevant Subsidiary Borrower Guaranteed Obligations or any other Subsidiary Guaranteed Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Subsidiary Borrower Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or the adoption any of any requirement of law purporting to render any Subsidiary Borrower Obligations null and voidits Subsidiaries or otherwise, (c) any defense, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom any Borrower against the Administrative Agent or any Lender, (d) any of the acts mentioned in any of the provisions of any of the Loan Documents, or any other agreement or instrument referred to in the Loan Documents, being taken or omitted, (e) any collateral security granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations failing to attach or be perfected, (f) any of the Obligations being determined to be void or voidable (including for the benefit of any creditor of any Subsidiary Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Subsidiary Guarantor), or (dg) any other circumstance whatsoever (with or without notice to or knowledge of Viacom any Borrower or any Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its the Subsidiary Borrower Guaranteed Obligations, or of Viacom any Subsidiary Guarantor under the guarantee contained in this Section 8.1Subsidiary Guarantee, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 hereunder against Viacomthe Subsidiary Guarantors, the Administrative Agent or any and each 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 Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender such Lender, as applicable, to pursue 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 offsetsecurity, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Subsidiary Guarantor of any liability under this Section 8.1hereunder, 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 Viacomeach Subsidiary Guarantor.

Guarantee Absolute and Unconditional. Viacom Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Borrower Obligations, the Foreign 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 in this Section 8.12; and all dealings between Viacom or the Borrower, each Foreign Subsidiary Borrower and any of the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower, any Foreign Subsidiary Borrower or any of the Subsidiary Borrower Guarantors with respect to the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. The Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Borrower Obligations, the Foreign Subsidiary Borrower Obligations or any 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 Lender, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower, any Foreign Subsidiary Borrower or any other Person against the Administrative Agent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any Foreign Subsidiary Borrower or any other Person under the Loan Documents, (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower, any Foreign Subsidiary Borrower or any such Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, any Foreign Subsidiary Borrower for any of its Foreign Subsidiary Borrower Obligations, or of Viacom such Subsidiary Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Subsidiary 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 Foreign Subsidiary Borrower Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations and the Foreign Subsidiary Borrower 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 Borrower, any Foreign Subsidiary Borrower Borrower, any other Subsidiary 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 of the Borrower, any Foreign Subsidiary Borrower Borrower, any other Subsidiary Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Subsidiary Guarantor of any obligation or liability under this Section 8.1hereunder, 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 Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender other Credit Agreement Secured Party upon the guarantee contained in this Section 8.1 ARTICLE X or acceptance of the guarantee contained in this Section 8.1ARTICLE X; the Subsidiary Borrower Obligations 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 in this Section 8.1ARTICLE X; and all dealings between Viacom or the Borrower and any of the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Agent and the Lendersother Credit Agreement Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1. Viacom ARTICLE X. Subject to any Applicable Law, each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any of the Subsidiary Borrower Guarantors with respect to the Subsidiary Borrower Guaranteed Obligations. The Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 8.1 ARTICLE X shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Credit Document, any of the Subsidiary Borrower 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 Lenderother Credit Agreement Secured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which that may at any time be available to or be asserted by Viacom the Borrower or any other Person against the Administrative Agent or any Lenderother Credit Agreement Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any such Subsidiary BorrowerGuarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary Borrower the Guaranteed Obligations, or of Viacom such Subsidiary Guarantor under the guarantee contained in this Section 8.1ARTICLE X, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Subsidiary Guarantor, the Administrative Agent or any Lender other Credit Agreement 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 Borrower, any other Subsidiary Borrower Guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender other Credit Agreement Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Borrower 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 of the Borrower, any other Subsidiary Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Subsidiary Guarantor of any obligation or liability under this Section 8.1hereunder, 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 other Credit Agreement Secured Party against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom Wynn Resorts waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom the Borrower and Wynn Resorts or any of the Subsidiary BorrowersOther Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Wynn Resorts waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower, Wynn Resorts or any Subsidiary Borrower with respect to of the Subsidiary Borrower ObligationsOther Guarantors. The Wynn Resorts understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the 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 LenderSecured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerhereunder) which may at any time be available to or be asserted by Viacom against the Administrative Agent Borrower or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary BorrowerWynn Resorts) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom Wynn Resorts under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against ViacomWynn Resorts, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower Other Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower Other 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 of the Borrower, any Subsidiary Borrower Other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom Wynn Resorts of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against Wynn Resorts. For the Administrative Agent purposes hereof "demand" shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom 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 Subsidiary Borrower Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Guaranteed Party upon the guarantee contained in this Section 8.1 herein or acceptance of the guarantee contained in this Section 8.1herein; the Subsidiary Borrower Obligations 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 in this Section 8.1herein; and all dealings between Viacom 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 Administrative Agent and the LendersGuaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1herein. Viacom 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 Viacom the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower Guaranteed Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Section 8.1 herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Subsidiary Borrower 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 LenderGuaranteed Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom against the Administrative Agent Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any Lenderother 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 Viacom 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 its Subsidiary Borrower the Guaranteed Obligations, or of Viacom such Guarantor under the guarantee contained in this Section 8.1herein, in bankruptcy or in any other instance. When Notwithstanding anything herein to the Administrative Agent or any Lender is pursuing its rights contrary, (x) the Company understands and remedies under agrees that this Section 8.1 against Viacom, Agreement shall remain in full force and effect as to 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 Company’s obligations hereunder notwithstanding the Subsidiary Borrower 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 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, or any release occurrence of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom 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 Viacom.Guarantee

Guarantee Absolute and Unconditional. Viacom (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation or any Guarantor Cash Management Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement or Specified Cash Management Agreement) and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Guarantor waives notice of acceleration, notice of intent to accelerate, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower ObligationsObligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation or Guarantor Cash Management Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement or Specified Cash Management Agreement). The Each Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the 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 LenderSecured Party, (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, (c2) any defense, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower or any other Person against the Administrative Agent or any LenderSecured Party, or (d3) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom such Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Guarantor, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower other Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower other 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 of the Borrower, any Subsidiary Borrower other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Guarantor of any obligation or liability under this Section 8.1hereunder, 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 Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (b) The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Hedge Agreement Obligations or Guarantor Cash Management Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee by the Borrower contained in this Section 2 or acceptance of the guarantee by the Borrower contained in this Section 2; the Guarantor Hedge Agreement Obligations or Guarantor Cash Management 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 by the Borrower contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Lenders against Viacom.Administrative Agent and the Secured Parties, on the other hand, with respect to any Guarantor Hedge Agreement Obligation or Guarantor Cash Management Obligation likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee by the Borrower contained in this Section 2. The Borrower waives notice of acceleration, notice of intent to accelerate, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower with respect to the Guarantor Hedge Agreement Obligations or

Guarantee Absolute and Unconditional. Viacom Each of Bermuda Holdings and Stratus Bermuda waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Guaranteed Obligations guaranteed by Bermuda Holdings and Stratus Bermuda, and notice of or proof of reliance by the Administrative Agent or any Lender Guaranteed Creditors upon the guarantee contained in this Section 8.1 Bermuda Holdings and Stratus Bermuda Guaranty or acceptance of the guarantee contained in this Section 8.1Bermuda Holdings and Stratus Bermuda Guaranty; the Subsidiary Borrower Obligations 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 in this Section 8.1Bermuda Holdings and Stratus Bermuda Guaranty; and all dealings between Viacom the Borrower or any of the Subsidiary Borrowers, on the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, Guaranteed Creditors shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Bermuda Holdings and Stratus Bermuda Guaranty. Viacom Each of Bermuda Holdings and Stratus Bermuda waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any of the Subsidiary Borrower Guarantors with respect to the Subsidiary Borrower ObligationsGuaranteed Obligations guaranteed by Bermuda Holdings and Stratus Bermuda. The guarantee contained in Each of Bermuda Holdings and Stratus Bermuda understands and agrees that this Section 8.1 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 Notes, any other Credit Document, the Letters of Credit, any Swap Agreements, any of the Subsidiary Borrower 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 LenderGuaranteed Creditors, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower, any of the Subsidiary Guarantors or any other Person against the Administrative Agent or any LenderGuaranteed Creditors, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any such Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary Borrower the Guaranteed Obligations, or of Viacom under the guarantee contained in this Section 8.1Bermuda Holdings or Stratus Bermuda , in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany of Bermuda Holdings or Stratus Bermuda , the Administrative Agent or any Lender Guaranteed Creditors may, but shall be under no obligation to, pursue such rights and remedies as it they may have against any Subsidiary the Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Guaranteed Creditors to pursue such other rights or remedies or to collect any payments from any Subsidiary 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 any Subsidiary the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom Bermuda Holdings and/or Stratus Bermuda of any liability under this Section 8.1hereunder, and 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 and be binding in accordance with and to the 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 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 Lenders against ViacomRevolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. Viacom Wynn Resorts waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Issuer Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations Issuer 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 in this Section 8.12; and all dealings between Viacom either Note Issuer and Wynn Resorts or any of the Subsidiary BorrowersOther Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Wynn Resorts waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom either Note Issuer, Wynn Resorts or any Subsidiary Borrower with respect to of the Subsidiary Borrower ObligationsOther Guarantors. The Wynn Resorts understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this Agreementthe Indenture, the Notes or any Collateral Document, any of the Subsidiary Borrower Issuer 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 LenderSecured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerhereunder) which may at any time be available to or be asserted by Viacom against the Administrative Agent either Note Issuer or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom either Note Issuer or any Subsidiary BorrowerWynn Resorts) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower either Note Issuer for any of its Subsidiary Borrower the Issuer Obligations, or of Viacom Wynn Resorts under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against ViacomWynn Resorts, the Administrative Agent or any Lender 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 either Note Issuer, any Subsidiary Borrower Other Guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Issuer Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from either Note Issuer, any Subsidiary Borrower Other 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 of either Note Issuer, any Subsidiary Borrower Other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom Wynn Resorts of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against Wynn Resorts. For the Administrative Agent purposes hereof "demand" shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom CCSC waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent Agents, the Issuing Bank or any Lender upon the guarantee contained in this Section 8.1 Article IX or acceptance of the guarantee contained in this Section 8.1Article IX; the Subsidiary Borrower Obligations 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 in this Section 8.1; Article IX, and all dealings between Viacom CCSC or the Subsidiary Borrowers, on the one hand, and the Administrative Agent Agents, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Article IX. Viacom The Agents will, to the extent permitted by applicable law, 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 Viacom CCSC or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Section 8.1 Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by either Agent, the Administrative Agent Issuing Bank or any Lender, (b) the legality under applicable requirements of law laws of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law applicable laws purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom CCSC or the applicable Subsidiary Borrower against the Administrative Agent Agents, the Issuing Bank or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom CCSC or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom CCSC under the guarantee contained in this Section 8.1Article IX, in bankruptcy or in any other instance. When either Agent, the Administrative Agent Issuing Bank or any Lender is pursuing its rights and remedies under this Section 8.1 Article IX against ViacomCCSC, either Agent, the Administrative Agent Issuing Bank 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 either Agent, the Administrative Agent Issuing Bank or any Lender to pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom CCSC of any liability under this Section 8.1Article 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 Agents, the Issuing Bank and the Lenders against ViacomCCSC.

Guarantee Absolute and Unconditional. Viacom Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Borrower Obligations, the Foreign 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 in this Section 8.12; and all dealings between Viacom or the Borrower, each Foreign Subsidiary Borrower and any of the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower, any Foreign Subsidiary Borrower or any of the Subsidiary Borrower Guarantors with respect to the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. The Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Borrower Obligations, the Foreign 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 Lender, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower, any Foreign Subsidiary Borrower or any other Person against the Administrative Agent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any Foreign Subsidiary Borrower or any other Person under the Loan Documents, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower, any Foreign Subsidiary Borrower or any such Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, any Foreign Subsidiary Borrower for any of its Foreign Subsidiary Borrower Obligations, or of Viacom such Subsidiary Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Subsidiary 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 Foreign Subsidiary Borrower Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations and the Foreign Subsidiary Borrower 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 Borrower, any Foreign Subsidiary Borrower Borrower, any other Subsidiary 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 of the Borrower, any Foreign Subsidiary Borrower Borrower, any other Subsidiary Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Subsidiary Guarantor of any obligation or liability under this Section 8.1hereunder, 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 Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations of the Guaranteed Borrower with respect to it and notice of or proof of reliance by the Managing Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 Article VIII or acceptance of the guarantee contained in this Section 8.1Article VIII; the Subsidiary such Borrower Obligations 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 in this Section 8.1Article VIII; and all dealings between Viacom or the Subsidiary Borrowerssuch Guarantor and such Guaranteed Borrower, on the one hand, and the Managing Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Article VIII. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom or any Subsidiary the Guaranteed Borrower with respect to it or such Guarantor with respect to the Subsidiary Borrower ObligationsObligations of such Guaranteed Borrower. The Each Guarantor understands and agrees that the guarantee contained in this Section 8.1 Article VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document, any of the Subsidiary Borrower Obligations of the Guaranteed 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 Lender, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom such Guaranteed Borrower or any other Person against the Managing Administrative Agent or any Lender, (c) any change in the corporate existence, structure or 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 such Borrower Obligation, (d) any law, regulation or order of any jurisdiction, or any other event, affecting any term of 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 Viacom or any Subsidiary Borrowerit) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary such Guaranteed Borrower for any of its Subsidiary such Borrower Obligations, or of Viacom such Guarantor under the guarantee contained in this Section 8.1Article VIII, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacoma 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 Subsidiary Borrower or any other Person or against any collateral security or other guarantee for the Subsidiary Borrower Obligations of the Guaranteed Borrower with respect to such Guarantor or any right of offset with respect thereto, and any failure by the Managing Administrative Agent or any Lender to make any such demand, to pursue 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, or any release of any Subsidiary Borrower other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom such Guarantor of any obligation or liability under this Section 8.1hereunder, 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 the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower ObligationsObligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligations with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). The Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any 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 LenderSecured Party, (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, (cii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower or any other Person against the Administrative Agent or any LenderSecured Party, or (diii) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom such Guarantor under the guarantee of such Guarantor contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Guarantor, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower other Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower other 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 of the Borrower, any Subsidiary Borrower other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Guarantor of any obligation or liability under this Section 8.12, 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 Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (b) The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Hedge Agreement Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee by the Borrower contained in this Section 2 or acceptance of the guarantee by the Borrower contained in this Section 2; the Guarantor Hedge Agreement 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 by the Borrower contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Lenders Administrative Agent and the Secured Parties, on the other hand, with respect to any Guarantor Hedge Agreement Obligation likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee by the Borrower contained in this Section 2. The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower with respect to the Guarantor Hedge Agreement Obligations. The Borrower understands and agrees that the guarantee by the Borrower contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Guarantor Hedge Agreement 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 Secured Party, (ii) 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 Person against Viacomthe Administrative Agent or any Secured Party, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the applicable Guarantor for the applicable Guarantor Hedge Agreement Obligations, or of the Borrower under its guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand under this Section 2 or otherwise pursuing its rights and remedies under this Section 2 against the Borrower, the Administrative Agent or 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 any Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Hedge Agreement Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from 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 Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Borrower of any obligation or liability under this Section 2, 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 Secured Party against the Borrower under this Section 2. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations and notice of or proof of reliance by either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender upon the guarantee contained in this Section 8.1 13 or acceptance of the guarantee contained in this Section 8.113; the Subsidiary 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 in this Section 8.113; and all dealings between Viacom the Canadian Borrower or the Subsidiary BorrowersCompany, on the one hand, and either Administrative Agent, the Administrative Agent and Lenders and/or the LendersCanadian Operating Facility Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.113. Viacom The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Canadian Borrower or any Subsidiary Borrower the Company with respect to the Subsidiary Canadian Borrower Obligations and the Canadian Operating Facility Obligations. The guarantee contained in this Section 8.1 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document or the Canadian Operating Facility, any of the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any 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 Lender or the Administrative Agent or any Canadian Operating Facility Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrowers against either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Canadian Borrower or any Subsidiary Borrowerthe Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Canadian Borrower for any of its Subsidiary the Canadian Borrower Obligations or the Canadian Operating Facility Obligations, or of Viacom the Company under the guarantee contained in this Section 8.113, in bankruptcy or in any other instance. When either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender is pursuing its rights and remedies under this Section 8.1 13 against Viacomthe Company, the such Administrative Agent or any Lender such lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary the Canadian Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any right of offset with respect thereto, and any failure by the such Administrative Agent or any Lender such lender to pursue such other rights or remedies or to collect any payments from any Subsidiary the Canadian 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 any Subsidiary the Canadian Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Company of any liability under this Section 8.113, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agents, the Lenders and the Lenders Canadian Operating Facility Lender against Viacomthe Company.

Guarantee Absolute and Unconditional. Viacom CBS waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in 61 57 this Section 8.1 Article VIII or acceptance of the guarantee contained in this Section 8.1Article VIII; the Subsidiary Borrower Obligations 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 in this Section 8.1Article VIII; and all dealings between Viacom CBS or the Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Article VIII. Viacom CBS waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom CBS or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Section 8.1 Article VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement, any of the Subsidiary Borrower Obligations or any 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 Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Viacom CBS against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom CBS or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom CBS under the guarantee contained in this Section 8.1Article VIII, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 Article VIII 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 pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom CBS of any liability under this Section 8.1Article VIII, 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. Viacom Wynn Resorts waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom the Borrower and Wynn Resorts or any of the Subsidiary BorrowersOther Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Wynn Resorts waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower, Wynn Resorts or any Subsidiary Borrower with respect to of the Subsidiary Borrower ObligationsOther Guarantors. The Wynn Resorts understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this Agreementthe Loan Agreement or any other Loan Document, any of the 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 LenderSecured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerhereunder) which may at any time be available to or be asserted by Viacom against the Administrative Agent Borrower or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary BorrowerWynn Resorts) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom Wynn Resorts under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against ViacomWynn Resorts, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower Other Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower Other 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 of the Borrower, any Subsidiary Borrower Other Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom Wynn Resorts of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against Wynn Resorts. For the Administrative Agent purposes hereof "demand" shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 12 or acceptance of the guarantee contained in this Section 8.112; the Subsidiary Borrower Obligations 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 in this Section 8.112; and all dealings between Viacom the Subsidiary Borrowers or the Subsidiary BorrowersCompany, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.112. Viacom The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Subsidiary Borrowers or any Subsidiary Borrower the Company with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Section 8.1 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any 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 Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrowers against the Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Subsidiary Borrowers or any Subsidiary Borrowerthe Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Subsidiary Borrower Borrowers for any of its the Subsidiary Borrower Obligations, or of Viacom the Company under the guarantee contained in this Section 8.112, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 12 against Viacomthe Company, 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 the Subsidiary Borrower Borrowers or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Borrowers 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 any the Subsidiary Borrower Borrowers 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 any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Company of any liability under this Section 8.112, 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 Viacomthe Company.

Guarantee Absolute and Unconditional. Viacom Chrysler waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative either Agent or any Lender Bank upon the guarantee contained in this Section 8.1 12 or acceptance of the guarantee contained in this Section 8.112; the Subsidiary Borrower Obligations 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 in this Section 8.112; and all dealings between Viacom Chrysler or the Subsidiary Borrowers, on the one hand, and the Administrative Agent Agents and the LendersBanks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.112. Viacom Chrysler waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom Chrysler or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Section 8.1 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement, any Foreign Currency Subfacility, any of the Subsidiary Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative either Agent or any LenderBank, (b) the legality under applicable requirements Requirements of law Law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement Requirement of law Law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Viacom Chrysler or any Subsidiary Borrower against the Administrative either Agent or any LenderBank, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom Chrysler or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom Chrysler under the guarantee contained in this Section 8.112, in bankruptcy or in any other instance. When the Administrative either Agent or any Lender Bank is pursuing its rights and remedies under this Section 8.1 12 against ViacomChrysler, the Administrative such Agent or any Lender Bank 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 either Agent or any Lender Bank to pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom Chrysler of any liability under this Section 8.112, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agents and the Lenders Banks against ViacomChrysler.

Guarantee Absolute and Unconditional. Viacom The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations and notice of or proof of reliance by either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender upon the guarantee contained in this Section 8.1 13 or acceptance of the guarantee contained in this Section 8.113; the Subsidiary 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 in this Section 8.113; and all dealings between Viacom the Canadian Borrower or the Subsidiary BorrowersCompany, on the one hand, and either Administrative Agent, the Administrative Agent and Lenders and/or the LendersCanadian Operating Facility Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.113. Viacom The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Canadian Borrower or any Subsidiary Borrower the Company with respect to the Subsidiary Canadian Borrower Obligations and the Canadian Operating Facility Obligations. The guarantee contained in this Section 8.1 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document or the Canadian Operating Facility, any of the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any 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 Lender or the Administrative Agent or any Canadian Operating Facility Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrowers against either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Canadian Borrower or any Subsidiary Borrowerthe Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Canadian Borrower for any of its Subsidiary the Canadian Borrower Obligations or the Canadian Operating Facility Obligations, or of Viacom the Company under the guarantee contained in this Section 8.113, in bankruptcy or in any other instance. When either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender is pursuing its rights and remedies under this Section 8.1 13 against Viacomthe Company, the such Administrative Agent or any Lender such lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary the Canadian Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any right of offset with respect thereto, and any failure by the such Administrative Agent or any Lender such lender to pursue such other rights or remedies or to collect any payments from any Subsidiary the Canadian 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 any Subsidiary the Canadian Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Company of any liability under this Section 8.113, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agents, the Lenders and the Lenders Canadian Operating Facility Lender against Viacomthe Company.

Guarantee Absolute and Unconditional. Viacom Packard waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 12 or acceptance of the guarantee contained in this Section 8.112; the Subsidiary Borrower Obligations 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 in this Section 8.112; and all dealings between Viacom or the Subsidiary BorrowersBorrowers or Packard, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.112. Viacom Packard waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Subsidiary Borrowers or any Subsidiary Borrower Packard with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Section 8.1 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any 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 Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrowers against the Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Subsidiary Borrowers or any Subsidiary BorrowerPackard) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Subsidiary Borrower Borrowers for any of its the Subsidiary Borrower Obligations, or of Viacom Packard under the guarantee contained in this Section 8.112, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 12 against ViacomPackard, 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 the Subsidiary Borrower Borrowers or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Borrowers 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 any the Subsidiary Borrower Borrowers 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 any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom Packard of any liability under this Section 8.112, 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 ViacomPackard.

Guarantee Absolute and Unconditional. Viacom The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations and notice of or proof of reliance by either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender upon the guarantee contained in this Section 8.1 13 or acceptance of the guarantee contained in this Section 8.113; the Subsidiary 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 in this Section 8.113; and all dealings between Viacom the Canadian Borrower or the Subsidiary BorrowersCompany, on the one hand, and either Administrative Agent, the Administrative Agent and Lenders and/or the LendersCanadian Operating Facility Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.113. Viacom The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Canadian Borrower or any Subsidiary Borrower the Company with respect to the Subsidiary Canadian Borrower Obligations and the Canadian Operating Facility Obligations. The guarantee contained in this Section 8.1 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document or the Canadian Operating Facility, any of the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any 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 Lender or the Administrative Agent or any Canadian Operating Facility Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrowers against either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Canadian Borrower or any Subsidiary Borrowerthe Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Canadian Borrower for any of its Subsidiary the 107 107 Canadian Borrower Obligations or the Canadian Operating Facility Obligations, or of Viacom the Company under the guarantee contained in this Section 8.113, in bankruptcy or in any other instance. When either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender is pursuing its rights and remedies under this Section 8.1 13 against Viacomthe Company, the such Administrative Agent or any Lender such lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary the Canadian Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any right of offset with respect thereto, and any failure by the such Administrative Agent or any Lender such lender to pursue such other rights or remedies or to collect any payments from any Subsidiary the Canadian 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 any Subsidiary the Canadian Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Company of any liability under this Section 8.113, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agents, the Lenders and the Lenders Canadian Operating Facility Lender against Viacomthe Company.

Guarantee Absolute and Unconditional. Viacom (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower First Priority Term Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 Article XI or acceptance of the guarantee contained in this Section 8.1; Article XI. Each Guarantor agrees that the Subsidiary Borrower Obligations 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 in this Section 8.1; and First Priority Term Loan Guarantees. Each Guarantor agrees that all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Article XI. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower First Priority Term Loan Obligations. . (b) The guarantee contained in this Section 8.1 shall be construed as a continuingobligations of each Guarantor hereunder are primary obligations of such Guarantor and are an absolute, absolute unconditional, continuing and unconditional guarantee irrevocable guaranty of payment without regard to (a) the validity or enforceability of this Agreement, any and performance of the Subsidiary Borrower 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 collateral security therefor CalGen Company's liabilities and obligations to the Secured Parties. Each failure by a Guarantor to pay or guarantee perform, as the case may be, a First Priority Term Loan Obligation or right any other 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 by the Administrative Agent (whether or any Lender, (b) the legality under applicable requirements not after revocation or termination 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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Viacom against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom under the guarantee contained in this Section 8.1Article 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 Guarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and in bankruptcy whole or in part: (i) change the manner, place and terms of payment or performance 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 other instance. When manner modify, amend or supplement the Administrative Agent terms of the First Priority Term Loan Documents or any Lender is pursuing its rights and remedies under this Section 8.1 against Viacomdocuments, instruments or agreements executed in connection therewith, in each case with the consent of Holdings, the Administrative Agent 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 Lender mayobligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, but shall 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 under no obligation todue to the Secured Parties or others; (v) sell, pursue such rights 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 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 remedies as it may have against any Subsidiary liabilities of Holdings, the Borrower or any other Person 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 deemed to have been paid in respect of the applicable obligation of such Guarantor hereunder; (vii) consent to or against waive any collateral security or guarantee for the Subsidiary Borrower Obligations breach of, or any right act, omission or default under, the First Priority Term Loan Documents or otherwise amend, modify or supplement (with the consent of offset with respect theretothe Guarantors, Holdings, the Borrower and any failure the CalGen Companies, as and to the extent required by the Administrative Agent First Priority Term Loan Documents) the First Priority Term Loan Documents or any Lender to pursue of such other rights instruments or remedies agreements; and/or (viii) act or fail to collect act in any payments from manner referred to in this Agreement which may deprive any Subsidiary Guarantor of its right to subrogation against the Borrower or any such CalGen Company to recover full indemnity for any payments or performances made pursuant to this Agreement or of its right of contribution against any other Person party. (d) No invalidity, irregularity or unenforceability of the First Priority Term Loan Obligations or invalidity, irregularity, unenforceability or non-perfection of any collateral therefor, shall affect, impair or be a defense to realize upon the guarantee contained in 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 collateral security or guarantee or to exercise any revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by such right of offset, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom of any liability under this Section 8.1, and shall not impair or affect Guarantor. To the rights and remedies, whether express, implied or available as a matter of extent permitted by applicable law, of the no revocation or termination hereof shall affect, in any manner, rights arising under hereunder with respect to First Priority Term Loan Obligations arising prior to receipt by Administrative Agent and the Lenders against Viacom.of written notice of such revocation or termination. Any such revocation or termination shall be deemed to be an Event of Default. 104

Guarantee Absolute and Unconditional. Viacom To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.1; the Subsidiary 2. The Borrower Obligations Obligations, and each 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 in this Section 8.1; and all 2. All dealings between Viacom or the Borrower and any of the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any of the Subsidiary Borrower Guarantors with respect to the Subsidiary Borrower Obligations. The Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed construed, to the fullest extent permitted by applicable law, as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any Specified Hedge Agreement, any Specified Cash Management Agreement any of the 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 LenderSecured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom against the Administrative Agent Borrower or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any such Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, Obligations or of Viacom such Subsidiary Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Subsidiary Guarantor, the Administrative Agent or any Lender 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 Borrower, any other Subsidiary Borrower Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Borrower 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 of the Borrower, any other Subsidiary Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Subsidiary Guarantor of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Subsidiary Guarantor. For the Administrative Agent purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom (a) Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension extension. modification or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Collateral Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, modified, amended or waived, in reliance upon the guarantee contained in this Section 8.12; and all dealings between Viacom or the Borrower and any of the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Collateral Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1. Viacom 2. (b) Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any of the Subsidiary Borrower Guarantors with respect to the Subsidiary Borrower Obligations. The . (c) Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment (and not merely of collection) without regard to (ai) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the 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 Collateral Agent or any LenderSecured Party, (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, (cii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower, any Subsidiary Guarantor or any other Person against the Administrative Collateral Agent or any LenderSecured Party, or (diii) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any such Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom such Subsidiary Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. . (d) When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Subsidiary Guarantor, the Administrative Collateral Agent or any Lender 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 Borrower, any other Subsidiary Borrower Guarantor 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 Collateral Agent or any Lender Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Borrower 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 of the Borrower, any other Subsidiary Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Subsidiary Guarantor of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent or any Secured Party against any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (e) Each Subsidiary Guarantor waives (i) any defense arising by reason of the Lenders against Viacomincapacity, lack of authority or any disability or other defense of Borrower or any other Subsidiary Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of any Secured Obligation or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Subsidiary Guarantor from any cause other than payment in full of the Guarantor Obligations (other than contingent indemnification obligations in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Guarantor Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time), (ii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (iii) any defense based upon any errors or omissions by any Agent in the administration of the Secured Obligations, other than any such errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or bad faith of such Agent, (iv) (A) any rights to set-offs, recoupments and counterclaims, and (B) promptness, diligence and any requirement that the Collateral Agent protect, secure, perfect or insure any security interest or lien or any property subject thereto, other than as required by the Loan Documents.

Guarantee Absolute and Unconditional. Viacom Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom or the Borrower and any of the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Agent and the Lenders, on 509265-1574-11574-Active.18689445.1 the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom To the extent permitted by applicable law, each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any of the Subsidiary Borrower Guarantors with respect to the Subsidiary Borrower Obligations. The Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the 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 Lender, ; (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower or any other Person against the Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any such Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom such Subsidiary Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Subsidiary 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 Subsidiary Borrower Guarantor 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 make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Borrower 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 of the Borrower, any other Subsidiary Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Subsidiary Guarantor of any obligation or liability under this Section 8.1hereunder, 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 Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 SECTION 9 or acceptance of the guarantee contained in this Section 8.1SECTION 9; the Subsidiary Borrower Obligations 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 in this Section 8.1SECTION 9; and all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1SECTION 9. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower ObligationsObligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). The Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Section 8.1 SECTION 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any 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 LenderSecured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower or any other Person against the Administrative Agent or any LenderSecured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary Borrower the Obligations, or of Viacom such Guarantor under the guarantee of such Guarantor contained in this Section 8.1SECTION 9, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Guarantor, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower other Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower other 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 of the Borrower, any Subsidiary Borrower other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Guarantor of any obligation or liability under this Section 8.1SECTION 9, 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 Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. (b) The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Hedge Agreement Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee by the Borrower contained in this SECTION 9 or acceptance of the guarantee by the Borrower contained in this SECTION 9; the Guarantor Hedge Agreement 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 by the Borrower contained in this SECTION 9; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Lenders against Viacom.Administrative Agent and the Secured Parties, on the other hand, with respect to any Guarantor Hedge Agreement Obligation likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee by the Borrower contained in this SECTION

Guarantee Absolute and Unconditional. Viacom The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 Guarantee or acceptance of the guarantee contained in under this Section 8.17; the Foreign Subsidiary Borrower Obligations 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 in under this Section 8.17; and all dealings between Viacom the Foreign Subsidiary Borrowers or the Subsidiary BorrowersCompany, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in under this Section 8.17. Viacom The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Foreign Subsidiary Borrowers or any Subsidiary Borrower the Company with respect to the Foreign Subsidiary Borrower Obligations. The guarantee contained in under this Section 8.1 7 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, or any other Loan Document, any of the Foreign 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 Lender, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Foreign Subsidiary Borrowers or any Subsidiary Borrowerthe Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Foreign Subsidiary Borrower Borrowers for any of its the Foreign Subsidiary Borrower Obligations, or of Viacom the Company under the guarantee contained in under this Section 8.17, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 hereunder against Viacomthe Company, the Administrative Agent or and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Foreign Subsidiary Borrower Borrowers or any other Person or against any collateral security or guarantee for the Foreign Subsidiary Borrower 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 any the Foreign Subsidiary Borrower Borrowers 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 any the Foreign Subsidiary Borrower Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Company of any liability under this Section 8.1hereunder, 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. The guarantee under this Section 7 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders against ViacomLenders, and their respective successors, indorsees, transferees and assigns, until all the Foreign Subsidiary Borrower Obligations and the obligations of the Company under the guarantee under this Section 7 shall have been satisfied by payment in full and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers may be free from any Foreign Subsidiary Borrower Obligations.

Guarantee Absolute and Unconditional. Viacom (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Second Priority Term Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 Article XI or acceptance of the guarantee contained in this Section 8.1; Article XI. Each Guarantor agrees that the Subsidiary Borrower Obligations 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 in this Section 8.1; and Second Priority Term Loan Guarantees. Each Guarantor agrees that all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Article XI. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower Second Priority Term Loan Obligations. . (b) The guarantee contained in this Section 8.1 shall be construed as a continuingobligations of each Guarantor hereunder are primary obligations of such Guarantor and are an absolute, absolute unconditional, continuing and unconditional guarantee irrevocable guaranty of payment without regard to (a) the validity or enforceability of this Agreement, any and performance of the Subsidiary Borrower 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 collateral security therefor CalGen Company's liabilities and obligations to the Secured Parties. Each failure by a Guarantor to pay or guarantee perform, as the case may be, a Second Priority Term Loan Obligation or right any other 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 by the Administrative Agent (whether or any Lender, (b) the legality under applicable requirements not after revocation or termination 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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Viacom against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom under the guarantee contained in this Section 8.1Article 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 Guarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and in bankruptcy whole or in part: (i) change the manner, place and terms of payment or performance 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 other instance. When manner modify, amend or supplement the Administrative Agent terms of the Second Priority Term Loan Documents or any Lender is pursuing its rights and remedies under this Section 8.1 against Viacomdocuments, instruments or agreements executed in connection therewith, in each case with the consent of Holdings, the Administrative Agent 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 Lender mayobligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, but shall 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 under no obligation todue to the Secured Parties or others; (v) sell, pursue such rights 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 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 remedies as it may have against any Subsidiary liabilities of Holdings, the Borrower or any other Person 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 deemed to have been paid in respect of the applicable obligation of such Guarantor hereunder; (vii) consent to or against waive any collateral security or guarantee for the Subsidiary Borrower Obligations breach of, or any right act, omission or default under, the Second Priority Term Loan Documents or otherwise amend, modify or supplement (with the consent of offset with respect theretothe Guarantors, Holdings, the Borrower and any failure the CalGen Companies, as and to the extent required by the Administrative Agent Second Priority Term Loan Documents) the Second Priority Term Loan Documents or any Lender to pursue of such other rights instruments or remedies agreements; and/or (viii) act or fail to collect act in any payments from manner referred to in this Agreement which may deprive any Subsidiary Guarantor of its right to subrogation against the Borrower or any such CalGen Company to recover full indemnity for any payments or performances made pursuant to this Agreement or of its right of contribution against any other Person party. (d) No invalidity, irregularity or unenforceability of the Second Priority Term Loan Obligations or invalidity, irregularity, unenforceability or non-perfection of any collateral therefor, shall affect, impair or be a defense to realize upon the guarantee contained in 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 collateral security or guarantee or to exercise any revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by such right of offset, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom of any liability under this Section 8.1, and shall not impair or affect Guarantor. To 104 the rights and remedies, whether express, implied or available as a matter of extent permitted by applicable law, of the no revocation or termination hereof shall affect, in any manner, rights arising under hereunder with respect to Second Priority Term Loan Obligations arising prior to receipt by Administrative Agent and the Lenders against Viacomof written notice of such revocation or termination. Any such revocation or termination shall be deemed to be an Event of Default.

Guarantee Absolute and Unconditional. Viacom (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 9 or acceptance of the guarantee contained in this Section 8.19; the Subsidiary Borrower Obligations 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 in this Section 8.19; and all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.19. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower ObligationsObligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). The Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Section 8.1 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any 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 LenderSecured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower or any other Person against the Administrative Agent or any LenderSecured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary Borrower the Obligations, or of Viacom such Guarantor under the guarantee of such Guarantor contained in this Section 8.19, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Guarantor, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower other Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower other 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 of the Borrower, any Subsidiary Borrower other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Guarantor of any obligation or liability under this Section 8.19, 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 Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. (b) The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantor Hedge Agreement Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee by the Borrower contained in this Section 9 or acceptance of the guarantee by the Borrower contained in this Section 9; the Guarantor Hedge Agreement 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 by the Borrower contained in this Section 9; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Lenders Administrative Agent and the Secured Parties, on the other hand, with respect to any Guarantor Hedge Agreement Obligation likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee by the Borrower contained in this Section 9. The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower with respect to the Guarantor Hedge Agreement Obligations. The Borrower understands and agrees that the guarantee by the Borrower contained in this Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Guarantor Hedge Agreement 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 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 any Person against Viacomthe Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the applicable Guarantor for the applicable Guarantor Hedge Agreement Obligations, or of the Borrower under its guarantee contained in this Section 9, in bankruptcy or in any other instance. When making any demand under this Section 9 or otherwise pursuing its rights and remedies under this Section 9 against the Borrower, the Administrative Agent or 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 any Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Hedge Agreement Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from 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 Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Borrower of any obligation or liability under this Section 9, 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 Secured Party against the Borrower under this Section 9. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom 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 Subsidiary Borrower Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Guaranteed Party upon the guarantee contained in this Section 8.1 herein or acceptance of the guarantee contained in this Section 8.1herein; the Subsidiary Borrower Obligations 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 in this Section 8.1herein; and all dealings between Viacom 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 Administrative Agent and the LendersGuaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1herein. Viacom 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 Viacom the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower Guaranteed Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Section 8.1 herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Subsidiary Borrower 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 LenderGuaranteed Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom against the Administrative Agent Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any Lenderother 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 Viacom 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 its Subsidiary Borrower the Guaranteed Obligations, or of Viacom such Guarantor under the guarantee contained in this Section 8.1herein, 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 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 the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Guarantor, the Administrative Agent or any Lender 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 Borrower, any Ancillary Borrower, any Applicable Account Party, any other Guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender 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 Borrower, any Ancillary Borrower, any Applicable Account Party, any other 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 of the Company, any Subsidiary Borrower Borrower, any Ancillary Borrower, any Applicable Account Party, any other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Guarantor of any obligation or liability under this Section 8.1hereunder, 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 Administrative Agent purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower First Priority Term Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 Article XI or acceptance of the guarantee contained in this Section 8.1; Article XI. Each Guarantor agrees that the Subsidiary Borrower Obligations 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 in this Section 8.1; and First Priority Term Loan Guarantees. Each Guarantor agrees that all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Article XI. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower First Priority Term Loan Obligations. . (b) The guarantee contained in this Section 8.1 shall be construed as a continuingobligations of each Guarantor hereunder are primary obligations of such Guarantor and are an absolute, absolute unconditional, continuing and unconditional guarantee irrevocable guaranty of payment without regard to (a) the validity or enforceability of this Agreement, any and performance of the Subsidiary Borrower 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 collateral security therefor CalGen Company's liabilities and obligations to the Secured Parties. Each failure by a Guarantor to pay or guarantee perform, as the case may be, a First Priority Term Loan Obligation or right any other 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 by the Administrative Agent (whether or any Lender, (b) the legality under applicable requirements not after revocation or termination 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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Viacom against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom under the guarantee contained in this Section 8.1Article 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 Guarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and in bankruptcy whole or in part: (i) change the manner, place and terms of payment or performance 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 other instance. When manner modify, amend or supplement the Administrative Agent terms of the First Priority Term Loan Documents or any Lender is pursuing its rights and remedies under this Section 8.1 against Viacomdocuments, instruments or agreements executed in connection therewith, in each case with the consent of Holdings, the Administrative Agent 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 Lender mayobligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, but shall 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 under no obligation todue to the Secured Parties or others; (v) sell, pursue such rights 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 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 remedies as it may have against any Subsidiary liabilities of Holdings, the Borrower or any other Person 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 deemed to have been paid in respect of the applicable obligation of such Guarantor hereunder; (vii) consent to or against waive any collateral security or guarantee for the Subsidiary Borrower Obligations breach of, or any right act, omission or default under, the First Priority Term Loan Documents or otherwise amend, modify or supplement (with the consent of offset with respect theretothe Guarantors, Holdings, the Borrower and any failure the CalGen Companies, as and to the extent required by the Administrative Agent First Priority Term Loan Documents) the First Priority Term Loan Documents or any Lender to pursue of such other rights instruments or remedies agreements; and/or (viii) act or fail to collect act in any payments from manner referred to in this Agreement which may deprive any Subsidiary Guarantor of its right to subrogation against the Borrower or any such CalGen Company to recover full indemnity for any payments or performances made pursuant to this Agreement or of its right of contribution against any other Person party. (d) No invalidity, irregularity or unenforceability of the First Priority Term Loan Obligations or invalidity, irregularity, unenforceability or non-perfection of any collateral therefor, shall affect, impair or be a defense to realize upon the guarantee contained in 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 collateral security or guarantee or to exercise any revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by such right of offset, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom of any liability under this Section 8.1, and shall not impair or affect Guarantor. To the rights and remedies, whether express, implied or available as a matter of extent permitted by applicable law, of the no revocation or termination hereof shall affect, in any manner, rights arising under hereunder with respect to First Priority Term Loan Obligations arising prior to receipt by Administrative Agent and the Lenders against Viacom.of written notice of such revocation or termination. Any such revocation or termination shall be deemed to be an Event of Default. 104

Guarantee Absolute and Unconditional. Viacom waives any MFC agrees that its obligation to pay the Deficiency Payment hereunder shall be absolute and all notice unconditional and, 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 Subsidiary Borrower Obligations and notice MLI Preferred Shares, by operation of law or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 or acceptance of the guarantee contained in this Section 8.1; the 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 in this Section 8.1; and all dealings between Viacom or the Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1. Viacom waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained 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 this Agreement, any of the Subsidiary Borrower Obligations or any 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 Lender, otherwise; (b) any modification or amendment of or supplement to the legality under applicable requirements terms and conditions of law of repayment by the relevant Subsidiary Borrower MLI Preferred Shares (as long as they remain MLI Preferred Shares as defined herein) or MFC Preferred Shares or the creation of any Subsidiary Borrower Obligations class of shares ranking on a parity with or superior to the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, MLI Preferred Shares or MFC Preferred Shares; (c) any defensechange in the corporate existence, setoff structure or counterclaim ownership of MLI (other than a defense 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 payment any defense, claim, set-off or performance by the applicable Subsidiary Borrower) other rights which MFC may have at any time be available to against MLI, any holder of MLI Preferred Shares or be asserted by Viacom against the Administrative Agent MaCS or any Lenderother Person, whether in connection herewith or any unrelated transactions; (de) 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 circumstance whatsoever (with act or without notice omission to act or knowledge of Viacom or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge delay of any Subsidiary Borrower for kind by MLI, any holder of its Subsidiary Borrower Obligations, MLI Preferred Shares or of Viacom under the guarantee contained in this Section 8.1, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 against Viacom, 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 MaCS or any other Person or against any collateral security or guarantee other circumstance whatsoever which might, but for the Subsidiary Borrower Obligations provisions of this paragraph, constitute a legal or equitable discharge or defence of MFC’s obligations hereunder; (h) any contest by MLI or any right Person as to the amount of offset with respect thereto, and the Deficiency Payment; or (i) the recovery of any failure by the Administrative Agent judgment against MLI or any Lender action to pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom of any liability under this Section 8.1, and shall not impair or affect enforce the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against Viacomsame.

Guarantee Absolute and Unconditional. Viacom ViacomCBS waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 or acceptance of the guarantee contained in this Section 8.1; the 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 in this Section 8.1; and all dealings between Viacom ViacomCBS or the Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1. Viacom ViacomCBS waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom ViacomCBS or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained 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 this Agreement, any of the Subsidiary Borrower Obligations or any 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 Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by Viacom ViacomCBS against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom ViacomCBS or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom ViacomCBS under the guarantee contained in this this Section 8.1, 8.1 in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 against ViacomViacomCBS, 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 pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom 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 ViacomViacomCBS.

Guarantee Absolute and Unconditional. Viacom Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Borrower Obligations, the Foreign 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 in this Section 8.12; and all dealings between Viacom or the Borrower, each Foreign Subsidiary Borrower and any of the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower, any Foreign Subsidiary Borrower or any of the Subsidiary Borrower Guarantors with respect to the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. The Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Borrower Obligations, the Foreign Subsidiary Borrower Obligations or any 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 Lender, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower, any Foreign Subsidiary Borrower or any other Person against the Administrative Agent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any Foreign Subsidiary Borrower or any other Person under the Loan Documents, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower, any Foreign Subsidiary Borrower or any such Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, any Foreign Subsidiary Borrower for any of its Foreign Subsidiary Borrower Obligations, or of Viacom such Subsidiary Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Subsidiary 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 Foreign Subsidiary Borrower Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations and the Foreign Subsidiary Borrower 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 Borrower, any Foreign Subsidiary Borrower Borrower, any other Subsidiary 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 of the Borrower, any Foreign Subsidiary Borrower Borrower, any other Subsidiary Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Subsidiary Guarantor of any obligation or liability under this Section 8.1hereunder, 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 Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this Agreementthe Second Lien Credit Agreement or any other Loan Document, any of the 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 LenderSecured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerhereunder) which may at any time be available to or be asserted by Viacom against the Administrative Agent Borrower or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom such Guarantor under the guarantee contained in this Section 8.12, in bankruptcy liquidation, bankruptcy, insolvency, receivership, reorganization or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Guarantor, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower other Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower other 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 of the Borrower, any Subsidiary Borrower other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Guarantor of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the Administrative Agent purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement), notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.12 and notice of any law, regulation, decree or order of any jurisdiction or any event affecting any term of a guaranteed Obligation; the Subsidiary Borrower Obligations 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 in this Section 8.12; and all dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower ObligationsObligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligations with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). The Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and not merely of collection without regard to (ai) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any other collateral security therefor (including the perfection of such collateral) or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderSecured Party, (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, (cii) any defense, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrower or any other Person against the Administrative Agent or any LenderSecured Party, or (diii) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, or of Viacom such Guarantor under the guarantee of such Guarantor contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Guarantor, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower other Guarantor 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 Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower other 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 of the Borrower, any Subsidiary Borrower other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Guarantor of any obligation or liability under this Section 8.12, 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 Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom International waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower CBS Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 8.2 or acceptance of the guarantee contained in this Section 8.18.2; the Subsidiary Borrower CBS Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 8.18.2; and all dealings between Viacom International or the Subsidiary BorrowersCBS, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.18.2. Viacom International waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom International or any Subsidiary Borrower CBS with respect to the Subsidiary Borrower CBS Obligations. The guarantee contained in this Section 8.1 8.2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement, any NY cbsfive-year_amdt2_Part_003.htm i of the Subsidiary Borrower CBS Obligations or any 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 Lender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower CBS of any Subsidiary Borrower CBS Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower CBS Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary BorrowerCBS) which may at any time be available to or be asserted by Viacom International against the Administrative Agent or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom International or any Subsidiary BorrowerCBS) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower CBS for any of its Subsidiary Borrower CBS Obligations, or of Viacom International under the guarantee contained in this Section 8.18.2, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 8.2 against ViacomViacom International, 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 CBS or any other Person or against any collateral security or guarantee for the Subsidiary Borrower CBS 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 any Subsidiary Borrower CBS 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 any Subsidiary Borrower CBS or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom International of any liability under this Section 8.18.2, 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 ViacomViacom International.

Guarantee Absolute and Unconditional. Viacom Packard waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 8.1 12 or acceptance of the guarantee contained in this Section 8.112; the Subsidiary Borrower Obligations 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 in this Section 8.112; and all dealings between Viacom or the Subsidiary BorrowersBorrowers or Packard, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.112. Viacom Packard waives diligence, presentment, protest, protest demand for payment and notice of default or nonpayment to or upon Viacom the Subsidiary Borrowers or any Subsidiary Borrower Packard with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Section 8.1 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any 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 Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrowers against the Administrative Agent or any Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Subsidiary Borrowers or any Subsidiary BorrowerPackard) which constitutes, or might be construed to constitute, an equitable or legal discharge of any the Subsidiary Borrower Borrowers for any of its the Subsidiary Borrower Obligations, or of Viacom Packard under the guarantee contained in this Section 8.112, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 12 against ViacomPackard, 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 the Subsidiary Borrower Borrowers or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Borrowers 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 any the Subsidiary Borrower Borrowers 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 any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, offset shall not relieve Viacom Packard of any liability under this Section 8.112, 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 ViacomPackard.

Guarantee Absolute and Unconditional. Viacom To the fullest extent permitted by applicable Law, each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower BorrowerSecured Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Secured Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.1; the Subsidiary Borrower Obligations 2. The BorrowerSecured Obligations, and each 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 in this Section 8.1; and all 2. All dealings between Viacom or the Borrower and any of the Subsidiary BorrowersGuarantors, on the one hand, and the Administrative Agent and the LendersSecured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom To the fullest extent permitted by applicable Law, each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any of the Subsidiary Borrower Guarantors with respect to the Subsidiary Borrower BorrowerSecured Obligations. The Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed construed, to the fullest extent permitted by applicable Law, as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document, any Specified Hedge Agreement, any Specified Cash Management Agreement any of the Subsidiary Borrower BorrowerSecured 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 LenderSecured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom against the Administrative Agent Borrower or any Lenderother Person against any Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any such Subsidiary BorrowerGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, Obligations or of Viacom such Subsidiary Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Subsidiary Guarantor, the Administrative Agent or any Lender 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 Borrower, any other Subsidiary Borrower Guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Borrower BorrowerSecured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Subsidiary Borrower 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 of the Borrower, any other Subsidiary Borrower Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom any Subsidiary Guarantor of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of lawLaw, of any Secured Party against any Subsidiary Guarantor. For the Administrative Agent purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Canadian Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Canadian Secured Party upon the guarantee contained in this Section 8.1 11 or acceptance of the guarantee contained in this Section 8.111; the Subsidiary Borrower Obligations Canadian 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 in this Section 8.111; and all dealings between Viacom or the Subsidiary BorrowersLoan Parties, on the one hand, and the Administrative Agent and the LendersCanadian Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.111. Viacom The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom WSCA or any Subsidiary Borrower of the other Loan Parties with respect to the Subsidiary Borrower Canadian Obligations. The Borrower understands and agrees that the guarantee contained in this Section 8.1 11 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of this Agreementthe Credit Agreement or any other Loan Document, any of the Subsidiary Borrower Canadian 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 LenderCanadian Secured Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerhereunder) which may at any time be available to or be asserted by Viacom against the Administrative Agent Borrower or WSCA or any Lenderother Person against any Canadian Secured Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower, WSCA or any Subsidiary Borrowersuch other Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, the Canadian Obligations or of Viacom the Borrower under the guarantee contained in this Section 8.111, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomthe Borrower, the Administrative Agent or any Lender Canadian 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 WSCA any Subsidiary Borrower other Loan Party or any other Person or against any collateral security or guarantee for the Subsidiary Borrower Canadian Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Canadian Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from WSCA, any Subsidiary Borrower other Loan Party 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 WSCA, any Subsidiary Borrower other Loan Party or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Borrower of any obligation or liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Canadian Secured Party against the Administrative Agent Borrower. For the purposes hereof “demand” shall include the commencement and the Lenders against Viacomcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. Viacom CCSC waives any and all ------------------------------------ notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent Agents, the Issuing Bank or any Lender upon the guarantee contained in this Section 8.1 Article IX or acceptance of the guarantee contained in this Section 8.1Article IX; the Subsidiary Borrower Obligations 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 in this Section 8.1; Article IX, and all dealings between Viacom CCSC or the Subsidiary Borrowers, on the one hand, and the Administrative Agent Agents, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1Article IX. Viacom The Agents will, to the extent permitted by applicable law, 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 Viacom CCSC or any Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The guarantee contained in this Section 8.1 Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by either Agent, the Administrative Agent Issuing Bank or any Lender, (b) the legality under applicable requirements of law laws of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law applicable laws purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom CCSC or the applicable Subsidiary Borrower against the Administrative Agent Agents, the Issuing Bank or any Lender, or (d) any other circumstance whatsoever (with or without notice to or knowledge of Viacom CCSC or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom CCSC under the guarantee contained in this Section 8.1Article IX, in bankruptcy or in any other instance. When either Agent, the Administrative Agent Issuing Bank or any Lender is pursuing its rights and remedies under this Section 8.1 Article IX against ViacomCCSC, either Agent, the Administrative Agent Issuing Bank 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 either Agent, the Administrative Agent Issuing Bank or any Lender to pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom CCSC of any liability under this Section 8.1Article 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 Agents, the Issuing Bank and the Lenders against ViacomCCSC.

Guarantee Absolute and Unconditional. Viacom Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Guaranteed Party upon the guarantee contained in this Section 8.1 2 or acceptance of the guarantee contained in this Section 8.1; the Subsidiary 2. The Borrower Obligations Obligations, and each 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 in this Section 8.1; and all 2. All dealings between Viacom or the Subsidiary BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersGuaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.12. Viacom Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Borrower or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Section 8.1 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement or any other Loan Document or any Specified Hedge Agreement, any Specified Cash Management Agreement, any of the Subsidiary Borrower Obligations or any 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 LenderGuaranteed Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom against the Administrative Agent Borrower or any Lenderother Person against any Guaranteed Party, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Borrower or any Subsidiary Borrowersuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Borrower for any of its Subsidiary the Borrower Obligations, Obligations or of Viacom such Guarantor under the guarantee contained in this Section 8.12, in bankruptcy or in any other instance. When the Administrative Agent making any demand hereunder or any Lender is otherwise pursuing its rights and remedies under this Section 8.1 hereunder against Viacomany Guarantor, the Administrative Agent or any Lender 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 Borrower, any Subsidiary Borrower other Guarantor 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 none of the following shall relieve any failure by the Administrative Agent or any Lender to pursue 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, or any release Guarantor of any Subsidiary Borrower obligation or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom of any liability under this Section 8.1hereunder, and shall not impair or affect the rights and remedies, whether express, implied implied, or available as a matter of law, of the Administrative Agent and the Lenders any Guaranteed Party against Viacom.any Guarantor:

Guarantee Absolute and Unconditional. Viacom 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 Subsidiary Borrower Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Guaranteed Party upon the guarantee contained in this Section 8.1 herein or acceptance of the guarantee contained in this Section 8.1herein; the Subsidiary Borrower Obligations 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 in this Section 8.1herein; and all dealings between Viacom 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 Administrative Agent and the LendersGuaranteed Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.1herein. Viacom 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 Viacom the Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any Subsidiary Borrower of the Guarantors with respect to the Subsidiary Borrower Guaranteed Obligations. The Each Guarantor understands and agrees that the guarantee contained in this Section 8.1 herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this the Credit Agreement, any other Loan Document or any Ancillary Facility Document, any of the Subsidiary Borrower 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 LenderGuaranteed Party, (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, setoff set-off or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom against the Administrative Agent Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any Lenderother 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 Viacom or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary Borrower for any of its Subsidiary Borrower Obligations, or of Viacom under the guarantee contained in this Section 8.1, in bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 8.1 against Viacom, 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 pursue 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, or any release of any Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom 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 Viacom.other

Guarantee Absolute and Unconditional. Viacom The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations and notice of or proof of reliance by either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender upon the guarantee contained in this Section 8.1 13 or acceptance of the guarantee contained in this Section 8.113; the Subsidiary 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 in this Section 8.113; and all dealings between Viacom the Canadian Borrower or the Subsidiary BorrowersCompany, on the one hand, and either Administrative Agent, the Administrative Agent and Lenders and/or the LendersCanadian Operating Facility Lender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 8.113. Viacom The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Viacom the Canadian Borrower or any Subsidiary Borrower the Company with respect to the Subsidiary Canadian Borrower Obligations and the Canadian Operating Facility Obligations. The guarantee contained in this Section 8.1 13 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this AgreementAgreement or any other Loan Document or the Canadian Operating Facility, any of the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any 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 Lender or the Administrative Agent or any Canadian Operating Facility Lender, (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, setoff or counterclaim (other than a defense of payment or performance by the applicable Subsidiary Borrowerperformance) which may at any time be available to or be asserted by Viacom the Borrowers against either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender, or (dc) any other circumstance whatsoever (with or without notice to or knowledge of Viacom the Canadian Borrower or any Subsidiary Borrower107 the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Subsidiary the Canadian Borrower for any of its Subsidiary the Canadian Borrower Obligations or the Canadian Operating Facility Obligations, or of Viacom the Company under the guarantee contained in this Section 8.113, in bankruptcy or in any other instance. When either Administrative Agent, any Lender or the Administrative Agent or any Canadian Operating Facility Lender is pursuing its rights and remedies under this Section 8.1 13 against Viacomthe Company, the such Administrative Agent or any Lender such lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Subsidiary the Canadian Borrower or any other Person or against any collateral security or guarantee for the Subsidiary Canadian Borrower Obligations or the Canadian Operating Facility Obligations or any right of offset with respect thereto, and any failure by the such Administrative Agent or any Lender such lender to pursue such other rights or remedies or to collect any payments from any Subsidiary the Canadian 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 any Subsidiary the Canadian Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve Viacom the Company of any liability under this Section 8.113, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agents, the Lenders and the Lenders Canadian Operating Facility Lender against Viacomthe Company.