Common use of Absolute Liability Clause in Contracts

Absolute Liability. The Bank’s liability under this Agreement is absolute and unconditional and will not be limited or reduced, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights of the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following events: a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any of the Guaranteed Obligations and any security therefor; b) any increase, reduction or other change in, transfer of, or discontinuance of, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other persons; c) any change in the Subsidiary’s name, or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any of the Guaranteed Obligations and any security therefor; or e) any other event which might otherwise be a defence available to, or a discharge of, the Bank or any other person or liability under this Agreement. For the purposes of certainty, if as a result of the existence or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtor.

Absolute Liability. The Bank’s Guarantor agrees that the liability of the Guarantor under this Agreement Section 1.1, Section 1.2 and Section 1.3 is absolute and unconditional and will the obligations of the Guarantor in this Guarantee shall remain in full force and effect until all Guaranteed Obligations have been validly and finally and irrevocably paid in full or until this Guarantee has been terminated and released. The liability and obligations of the Guarantor in this Guarantee shall not be limited affected by any matter or reducedthing which but for this provision might operate to affect such liability or obligations, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights of the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following eventsincluding: (a) the invalidity, unenforceability lack of validity or illegality, in whole or in part, enforceability of any term of the Agreement, Promissory Note; (b) any security therefor and any agreements, instruments or other documents held contest by the Noteholders Corporation or any other person as to create, represent or evidence any the amount of the Guaranteed Obligations and or the validity or enforceability of any terms of the Promissory Note or the perfection or priority of any security thereforinterest granted to the Agent or the Vendors by the Corporation or any other person; b(c) any increase, reduction taking or other change in, transfer failure to take a security interest by the Agent or the Vendors or any loss of, or discontinuance loss of value of, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences interest granted to the Subsidiary Agent or any of the Vendors; (d) any defense, counter-claim or right of set-off available to the Corporation or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other personsperson; c(e) any change in the Subsidiary’s ownership, control, name, objects, businesses, assets, capital structure or constitution of the Corporation, the Guarantor or any other person or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Corporation, the Guarantor or dissolution any other person or their respective businesses; (f) any extension of time or times for payment or performance of the Guaranteed Obligations or any releases, variations or indulgences which the Vendors or the Agent may grant to the Corporation or any other person or any extinguishment of all or any part of the Guaranteed Obligations by operation of law; (g) any dealings with the security interests which the Vendors or the Agent hold or may hold pursuant to the Promissory Note, including the taking, giving up or exchange of security interests or any collateral subject thereto, the variation or realization thereof, the accepting of compositions and the granting of releases and discharges; (h) any limitation of status or power, disability, incapacity or other circumstance relating to the Corporation, the Guarantor or any other person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting the Corporation, the Guarantor or any other person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not the Guarantor has notice or knowledge of any of the Subsidiary foregoing; (i) any impossibility, impracticability, frustration of purpose, force majeure or its business; illegality of any of the Promissory Note or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the SubsidiaryCorporation’s directors, managers, officers, partners or agentsperformance in respect thereof, or the occurrence of any irregularity, defect or informality change in the incurring law of any jurisdiction or by any present or future action of any governmental authority that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations and or the obligations of the Guarantor under this Guarantee, or the obtaining of any court order that amends, varies, reduces or otherwise affects any of the Guaranteed Obligations or the obligations of the Guarantor under this Guarantee; (j) any invalidity, non-perfection or unenforceability of any security thereforinterest held by the Agent or the Vendors, or any exercise or enforcement of, or failure to exercise or enforce, security interests, or any irregularity or defect in the manner or procedure by which the Agent and the Vendors realize on such security interest; (k) the assignment of all or any part of the benefits of this Guarantee; orand e(l) any other event circumstances which might otherwise be constitute a defence defense available to, or a discharge of, the Bank Guarantor, the Corporation or any other person or liability under this Agreement. For the purposes of certainty, if as a result in respect of the existence Guaranteed Obligations or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorGuarantee.

Absolute Liability. The Bank’s liability under this Agreement is absolute and unconditional and will not be limited or reduced, nor will the Trustee or the Noteholders Bondholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights of the Noteholders Bondholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the NoteholdersBondholders) of any one or more of the following events: a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders Bondholders to create, represent or evidence any of the Guaranteed Obligations and any security therefor; b) any increase, reduction or other change in, transfer of, or discontinuance of, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other persons; c) any change in the Subsidiary’s name, or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any of the Guaranteed Obligations and any security therefor; or e) any other event which might otherwise be a defence available to, or a discharge of, the Bank or any other person or liability under this Agreement. For the purposes of certainty, if as a result of the existence or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders Bondholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders Bondholders as principal debtor.

Absolute Liability. The Bank’s liability Guarantee is a continuing guaranty and shall remain in effect until all of the Obligations have been paid in full to Provider. Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be subject to or affected by any circumstance which may provide or constitute a legal or equitable discharge of a guarantor or surety other than payment of the Obligations in full to Provider. Without limiting the foregoing, Guarantor hereby agrees as follows: (i) the Guarantee is a guaranty of payment and performance when due and not of collectability; (ii) the Guarantee is a primary obligation of Guarantor and not merely a contract of surety; (iii) Provider may enforce the Guarantee upon the occurrence of any Default under this Agreement notwithstanding the existence of any dispute between Provider and the Company with respect to the existence of such Default; (iv) payment by Guarantor of a portion of the Obligations shall not limit, affect, modify or abridge its liability for any unpaid portion of the Obligations; (v) the obligations of Guarantor hereunder are independent of the obligations of the Company to Provider, and a separate action or actions may be brought and prosecuted by Provider against Guarantor whether or not any action is absolute brought against the Company and unconditional whether or not the Company is joined in any such action or actions; (vi) the Guarantee and will the obligations of Guarantor hereunder shall be valid and enforceable and shall not be limited subject to any reduction, limitation, impairment, discharge or reduced, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights termination for any reason other than payment in full of the Noteholders under this Agreement be prejudiced by Obligations, including the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following events: a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any of the Guaranteed Obligations and any security therefor; b) any increase, reduction or other change in, transfer of, or discontinuance of, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other persons; c) any change in the Subsidiary’s name, or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any of the Guaranteed following, whether or not Guarantor shall have received notice or had knowledge of any of them: (A) any delay, failure or omission to assert or enforce, or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Obligations or any agreement or instrument relating thereto, or with respect to any other guarantee of or security for the payment of the Obligations, (B) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any default) of this Agreement or any agreement or instrument executed pursuant thereto, or of any other guarantee or security for the Obligations, in each case whether or not in accordance with the terms hereof or of any document relating to such other guaranty or security, (C) the Obligations or any agreement or instrument relating thereto at any time being found to be illegal, invalid or unenforceable in any respect, (D) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Obligations, (E) any claim, counterclaim, deduction, set-off or any other defense or right whatsoever that the Company or any of its affiliates may have at any time against Provider or any of its affiliates, in respect of the Obligations or otherwise and any security therefor; or e(F) any other event which might otherwise be a defence available toact or thing or omission, or a discharge of, the Bank or delay to do any other person act or liability under this Agreement. For thing, which may or might in any manner or to any extent vary the purposes risk to or obligations of certainty, if as a result Guarantor in respect of the existence Guarantee; and (vii) the Guarantee and the obligations of Guarantor hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or occurrence terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Company or by any defense which the Company may have by reason of any one order (including any stay or more of the events above the Trustee on behalf of the Noteholders cannot recover injunction) resulting from any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorsuch proceeding.

Absolute Liability. (1) The Bank’s liability under this Agreement is absolute and unconditional and Guarantor guarantees that the Guaranteed Obligations will not be limited or reduced, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) paid to the BankCollateral Agent and the Secured Creditors strictly in accordance with their terms and conditions, nor will that the rights of Guarantor shall be liable as principal debtor and not solely as surety with respect to the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following events: a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any payment of the Guaranteed Obligations and that the liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any security thereforterms of any of the other Credit Documents or the Interest Rate Agreements; (b) any increasecontest by the Borrower or any other Person as to the amount of the Guaranteed Obligations, reduction the validity or enforceability of any terms of the Credit Documents or the Interest Rate Agreements or the perfection or priority of any security granted to the Collateral Agent or the Secured Creditors; (c) any defence, counter-claim or right of set-off available to the Borrower; (d) any change in the time or times for, or place of or manner of payment of the Guaranteed Obligations or any consent, waiver, renewal, extension or other change inindulgences which the Secured Creditors or the Collateral Agent may grant to the Borrower or any other Person or any amendment or supplement to, transfer or alteration or renewal of, or discontinuance of, restatement or modification of (including any increase in the Agreement amounts available thereunder or the terms relating inclusion of additional borrowers thereunder), or other action or inaction under, any of the Credit Documents or the Interest Rate Agreements or the Guaranteed Obligations and this Guarantee shall apply to the Guaranteed Obligations and as so changed, indulged, amended, supplemented, altered, renewed, restated, modified or increased; (e) any dealings with the security therefor; any extensions of time which the Secured Creditors or other indulgences granted the Collateral Agent hold or may hold pursuant to the Subsidiary terms and conditions of the Credit Document or any other persons; any the Interest Rate Agreements, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions or and the granting of releases and discharges; ; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Borrower, the Guarantor or any other dealing Person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not the Subsidiary Guarantor shall have notice or other personsknowledge of any of the foregoing; c(g) the assignment of all or any part of the benefits of this Guarantee; (h) any change in invalidity, non-perfection or unenforceability of any security held by the Subsidiary’s name, or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; Secured Creditors or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, Collateral Agent or any irregularity, default or defect or informality in the incurring of any of manner or procedure by which the Guaranteed Obligations Collateral Agent and any security thereforthe Secured Creditors deals with or realizes on such security; orand e(i) any other event circumstances which might otherwise be constitute a defence available to, or a discharge of, the Bank Guarantor, the Borrower or any other person or liability under this Agreement. For the purposes of certainty, if as a result Person in respect of the existence Guaranteed Obligations or occurrence of any one or more this Guarantee, except indefeasible payment in full of the events above Guaranteed Obligations on the Trustee on behalf Termination Date. (2) The Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guarantee up to the full amount of the Noteholders cannot recover Guaranteed Obligations without proceeding against the Borrower or any amount from other guarantor of the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorGuaranteed Obligations.

Absolute Liability. The Bank’s Guarantor agrees that the liability of the Guarantor under this Agreement Section 1.1, Section 1.2 and Section 1.3 is absolute and unconditional and will the obligations of the Guarantor in this Guarantee shall remain in full force and effect until all Guaranteed Obligations have been validly and finally and irrevocably paid in full or until this Guarantee has been terminated and released. The liability and obligations of the Guarantor in this Guarantee shall not be limited affected by any matter or reducedthing which but for this provision might operate to affect such liability or obligations, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights of the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following eventsincluding: (a) the invalidity, unenforceability lack of validity or illegality, in whole or in part, enforceability of any term of the Agreement, Promissory Note; (b) any security therefor and any agreements, instruments or other documents held contest by the Noteholders Corporation or any other person as to create, represent or evidence any the amount of the Guaranteed Obligations and or the validity or enforceability of any terms of the Promissory Note or the perfection or priority of any security thereforinterest granted to the Agent or the Vendors by the Corporation or any other person; b(c) any increase, reduction taking or other change in, transfer failure to take a security interest by the Agent or the Vendors or any loss of, or discontinuance loss of value of, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences interest granted to the Subsidiary Agent or any of the Vendors; (d) any defense, counter-claim or right of set-off available to the Corporation or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other personsperson; c(e) any change in the Subsidiary’s ownership, control, name, objects, businesses, assets, capital structure or constitution of the Corporation, the Guarantor or any other person or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Corporation, the Guarantor or dissolution any other person or their respective businesses; (f) any extension of time or times for payment or performance of the Guaranteed Obligations or any releases, variations or indulgences which the Vendors or the Agent may grant to the Corporation or any other person or any extinguishment of all or any part of the Guaranteed Obligations by operation of law; (g) any dealings with the security interests which the Vendors or the Agent hold or may hold pursuant to the Promissory Note, including the taking, giving up or exchange of security interests or any collateral subject thereto, the variation or realization thereof, the accepting of compositions and the granting of releases and discharges; (h) any limitation of status or power, disability, incapacity or other circumstance relating to the Corporation, the Guarantor or any other person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or other like proceeding involving or affecting the Corporation, the Guarantor or any other person or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, whether or not the Guarantor has notice or knowledge of any of the Subsidiary foregoing; (i) any impossibility, impracticability, frustration of purpose, force majeure or its business; illegality of any of the Promissory Note or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the SubsidiaryCorporation’s directors, managers, officers, partners or agentsperformance in respect thereof, or the occurrence of any irregularity, defect or informality change in the incurring law of any jurisdiction or by any present or future action of any governmental authority that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations and or the obligations of the Guarantor under this Guarantee, or the obtaining of any court order that amends, varies, reduces or otherwise affects any of the Guaranteed Obligations or the obligations of the Guarantor under this Guarantee; (j) any invalidity, non-perfection or unenforceability of any security therefor; or e) any other event which might otherwise be a defence available tointerest held by the Agent or the Vendors, or a discharge any exercise or enforcement of, the Bank or failure to exercise or enforce, security interests, or any other person irregularity or liability under this Agreement. For defect in the purposes manner or procedure by which the Agent and the Vendors realize on such security interest; (k) the assignment of certainty, if as a result all or any part of the existence benefits of this Guarantee; andirregularity or occurrence of any one defect in the manner or more of procedure by which the events above Agent and the Trustee Vendors realize on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtor.such security interest;

Absolute Liability. The Bank’s My liability under this Agreement Guarantee is absolute and unconditional and unconditional. It will not be limited or reduced, nor will the Trustee or the Noteholders Libro be responsible or owe a any duty (as a fiduciary or otherwise) to the Bankme, nor will the Libro’s rights of the Noteholders under this Agreement Guarantee be prejudiced prejudiced, by the existence or occurrence (with or without the my knowledge or consent of the Trustee or the Noteholdersconsent) of any one or more of the following eventsfollowing: (a) the any termination, invalidity, unenforceability or illegality, in whole or in part, release by Libro of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any of its rights against the Guaranteed Obligations and any security thereforBorrower; (b) any increase, reduction reduction, renewal, substitution or other change in, transfer of, or discontinuance of, the Agreement or the terms relating to the Guaranteed Obligations and Borrower's Debt or to any security thereforcredit extended by Libro to the Borrower; or any agreement granting any extensions of time or any other indulgences granted or concessions to the Subsidiary Borrower; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by Libro in respect of any of the foregoing; (c) any unenforceability or loss of or in respect of any Security held from time to time by Libro from me, or the Borrower, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to Libro’s fault or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other personsreason; c(d) the death of the Borrower; any change in the Subsidiary’s Borrower's name, ; or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; Borrower or the bankruptcy Borrower's business; (e) any change in my financial condition or insolvency that of the SubsidiaryBorrower or any other Guarantor; d(f) any incapacity, disability disability, or lack or limitation or of status or of the power of the Subsidiary Borrower or of the Subsidiary’s Borrower's directors, managers, officers, partners or agents, ; the discovery that the Borrower is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Guaranteed Obligations and any security thereforBorrower's Debts; or e(g) any other event which whatsoever that might otherwise be a defence defense available to, or result in a reduction or discharge of, of me or the Bank Borrower in respect of either the Borrower's Debt or any other person or my liability under this Agreement. For the purposes of certainty, if as a result of the existence or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorGuarantee.

Absolute Liability. The Bank’s liability under this Agreement is absolute and unconditional and Guarantor guarantees that the Guaranteed Obligations will not be limited or reduced, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) paid to the BankCanadian Collateral Agent and the other Canadian Secured Parties strictly in accordance with their terms and conditions, nor will that the rights of Guarantor shall be liable as principal debtor and not solely as surety with respect to the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following events: a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any payment of the Guaranteed Obligations and that the liability of the Guarantor under this guarantee shall be absolute, irrevocable and unconditional irrespective of: (a) the lack of validity or enforceability of any security thereforterms of any of the Loan Documents; (b) any increasecontest by the Borrower, reduction United Rentals (North America), Inc. or any other change in, transfer of, or discontinuance ofPerson as to the amount of the Guaranteed Obligations, the Agreement validity or enforceability of any terms of the Loan Documents or the terms relating priority of any security granted to the Canadian Collateral Agent or the other Canadian Secured Parties; (c) any defence, counter-claim or right of set-off available to the Borrower; (d) any extension of the time or times for payment of the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other persons; indulgences which the Canadian Secured Parties may grant to the Borrower, United Rentals (North America), Inc. or any other Person or any amendment to, or alteration or renewal of, any of the Loan Documents or the Guaranteed Obligations; (e) any dealings with the security which the Canadian Secured Parties hold or may hold pursuant to the terms and conditions of the Loan Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions or and the granting of releases and discharges; or , and any release of any other dealing with the Subsidiary or other persons; c) any change in the Subsidiary’s name, or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any guarantor of the Guaranteed Obligations and Obligations; (f) the assignment of all or any part of the benefits of this guarantee; (g) any invalidity, non-perfection or unenforceability of any security thereforheld by the Canadian Secured Parties or any irregularity or defect in the manner or procedure by which the Canadian Collateral Agent and the other Canadian Secured Parties realize on such security; orand e(h) any other event circumstances which might otherwise be constitute a defence available to, or a discharge of, the Bank Guarantor, the Borrower, United Rentals (North America), Inc. or any other person or liability under this Agreement. For the purposes of certainty, if as a result Person in respect of the existence Guaranteed Obligations or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorguarantee.

Absolute Liability. The Bank’s liability liabilities and obligations of the Guarantor under this Guarantee Agreement is shall be absolute and unconditional under any and will not be limited or reduced, nor will all circumstances. Without limiting the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights generality of the Noteholders under this Agreement foregoing, it shall be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following eventsunaffected by: a) the invalidity, irregularity, defect or unenforceability or illegality, in whole or in part, of any provision of the Loan Agreement or this Guarantee Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any of the Guaranteed Obligations and any security therefor; b) any increaselack or limitation of status or power, reduction disability, incapacity, death, dissolution or other change in, transfer of, or discontinuance of, the Agreement or the terms circumstances relating to the Guaranteed Obligations and any security therefor; any extensions of time Borrower or other indulgences granted to the Subsidiary Guarantor or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other personsParty; c) any change in dispute between the Subsidiary’s nameBorrower or any other party as to the amount of the Guaranteed Obligations, or the validity or enforceability of any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up provision of the Subsidiary Loan Agreement or its business; or the bankruptcy or insolvency of the Subsidiarythis Guarantee Agreement; d) any incapacity, disability defence or lack counter-claim available to the Borrower; e) any release or limitation discharge of any other guarantor or status or co-borrower in respect of the power Loan Agreement; f) any extension of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any time for payment of the Guaranteed Obligations or any indulgence, waiver or extension that the Lender may grant to the Borrower or any failure on the part of the Lender to perfect, maintain or enforce its rights whether due to its default, negligence or otherwise on the part of the Lender with respect to the Loan Agreement, or any security granted to the Lender relating to the Loan Agreement; g) any amendment or change to this Guarantee Agreement, the Guaranteed Obligations or the Loan Agreement, including, without limitation, any assignment or assumption of the commitment of the Borrower or Lender under the Loan Agreement and any security thereforincrease or decrease in the Guaranteed Obligations, the rates of interest or other amounts payable under the Loan Agreement; or eh) while any portion of the Outstanding Balance remains unpaid, any circumstance that might otherwise constitute a discharge of the Guarantor, the Borrower or any other party in respect of the Guaranteed Obligations; i) any other event circumstances whatsoever (with or without notice or the knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, or might otherwise be constitute a defence available tolegal or equitable discharge of a surety or guarantor; and none of the foregoing shall in any way lessen, limit or a discharge ofotherwise affect the obligations or liability of the Guarantor under this Guarantee Agreement, regardless of whether any such action has the effect of amending or varying the Loan Agreement or increasing, expanding or otherwise altering the nature, effect, term, extent or scope of the Guaranteed Obligations. The Guaranteed Obligations and the liability of the Guarantor hereunder shall extend to and include the obligations of the Borrower under the Loan Agreement as so amended, renewed, extended or varied and the Guaranteed Obligations as so increased, expanded or altered without further action on the part of the Lender or the consent or concurrence of the Guarantor; and for greater certainty and without limiting the foregoing, if any rate of interest provided in the Loan Agreement is increased or otherwise altered, the Bank or any other person or Guaranteed Obligations and the liability under this Agreement. For the purposes of certainty, if as a result of the existence or occurrence of any one or more Guarantor hereunder shall extend to and include the obligation of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement Borrower to pay that amount to the Noteholders as principal debtorinterest at such increased or altered rate.

Absolute Liability. The Bank’s (a) Each Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement or the applicable Credit Document, as the case may be, and that its liability under this Agreement is guarantee shall be absolute and unconditional and will not be limited irrespective of: (i) any lack of validity or reduced, nor will enforceability of this Agreement or any of the Trustee other Credit Documents; (ii) any contest by the Borrower or the Noteholders be responsible or owe a duty (any other Person as a fiduciary or otherwise) to the Bank, nor will the rights of the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following events: a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any amount of the Guaranteed Obligations and any security therefor; b) any increase, reduction or other change in, transfer of, or discontinuance of, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other persons; c) any change in the Subsidiary’s name, or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power validity or enforceability of this Agreement or any of the Subsidiary or other Credit Documents; (iii) any extension of the Subsidiary’s directors, managers, officers, partners time or agents, or any irregularity, defect or informality in the incurring of any times for payment of the Guaranteed Obligations and any security therefor; or e) or any other event indulgences the Administrative Agent or the Lender Parties or any other Person may grant the Borrower or any amendment to or alteration of this Agreement or any of the other Credit Documents or the Guaranteed Obligations; (iv) the assignment of all or any part of the benefits of this guarantee; and (v) to the fullest extent permitted by Law, any other circumstances which might otherwise be constitute a defence available to, or a discharge of, the Bank Borrower or any other person Person in respect of the Guaranteed Obligations or in respect of this guarantee. (b) Each Guarantor hereby acknowledges and affirms that it understands that to the extent the Guaranteed Obligations are secured by real property located in the State of California, such Guarantor shall be liable for the full amount of the liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing such Guarantor's or the Administrative Agent's or any of the Lender Party's right to proceed against the Borrower, any Guarantor or any other guarantor of the Guaranteed Obligations. (c) Each Guarantor hereby waives (to the fullest extent permitted by applicable Law) all rights and benefits under Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives (to the fullest extent permitted by applicable Law), without limiting the generality of the foregoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code. (d) Until the Guaranteed Obligations have been paid in full in immediately available funds, each Guarantor waives its rights of subrogation and reimbursement and any other rights and defenses available to such Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including, without limitation, (1) any defenses such Guarantor may have to the guarantee provided for in this AgreementArticle 11 by reason of an election of remedies by the Administrative Agent or any of the Lender Parties and (2) any rights or defenses such Guarantor may have by reason of protection afforded to the Borrower or any Guarantor pursuant to the anti-deficiency or other Laws of California limiting or discharging the Borrower's or such Guarantor's indebtedness, including, without limitation, Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. For In furtherance of such provisions, each Guarantor hereby waives all rights and defenses arising out of an election of remedies by the purposes Administrative Agent or any of certaintythe Lender Parties, if even though that election of remedies, such as a result nonjudicial foreclosure, destroys such Guarantor's rights of subrogation and reimbursement against the Borrower or any Guarantor by the operation of Section 580d of the existence California Code of Civil Procedure or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorotherwise.

Absolute Liability. The Bank’s liability Guarantee is a continuing guaranty and shall remain in effect until all of the Obligations have been paid in full to Provider. Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be subject to or affected by any circumstance which may provide or constitute a legal or equitable discharge of a guarantor or surety other than payment of the Obligations in full to Provider. Without limiting the foregoing, Guarantor hereby agrees as follows: (i) the Guarantee is a guaranty of payment and performance when due and not of collectability; (ii) the Guarantee is a primary obligation of Guarantor and not merely a contract of surety; (iii) Provider may enforce the Guarantee upon the occurrence of any Default under this Agreement notwithstanding the existence of any dispute between Provider and the Firm with respect to the existence of such Default; (iv) payment by Guarantor of a portion of the Obligations shall not limit, affect, modify or abridge its liability for any unpaid portion of the Obligations; (v) the obligations of Guarantor hereunder are independent of the obligations of the Firm to Provider, and a separate action or actions may be brought and prosecuted by Provider against Guarantor whether or not any action is absolute brought against the Firm and unconditional whether or not the Firm is joined in any such action or actions; (vi) the Guarantee and will the obligations of Guarantor hereunder shall be valid and enforceable and shall not be limited subject to any reduction, limitation, impairment, discharge or reduced, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights termination for any reason other than payment in full of the Noteholders under this Agreement be prejudiced by Obligations, including the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following events: a) the invalidity, unenforceability or illegality, in whole or in part, of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any of the Guaranteed Obligations and any security therefor; b) any increase, reduction or other change in, transfer of, or discontinuance of, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other persons; c) any change in the Subsidiary’s name, or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring of any of the Guaranteed following, whether or not Guarantor shall have received notice or had knowledge of any of them: (A) any delay, failure or omission to assert or enforce, or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Obligations or any agreement or instrument relating thereto, or with respect to any other guarantee of or security for the payment of the Obligations, (B) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to any default) of this Agreement or any agreement or instrument executed pursuant thereto, or of any other guarantee or security for the Obligations, in each case whether or not in accordance with the terms hereof or of any document relating to such other guaranty or security, (C) the Obligations or any agreement or instrument relating thereto at any time being found to be illegal, invalid or unenforceable in any respect, (D) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Obligations, (E) any claim, counterclaim, deduction, set-off or any other defense or right whatsoever that the Firm or any of its affiliates may have at any time against Provider or any of its affiliates, in respect of the Obligations or otherwise and any security therefor; or e(F) any other event which might otherwise be a defence available toact or thing or omission, or a discharge of, the Bank or delay to do any other person act or liability under this Agreement. For thing, which may or might in any manner or to any extent vary the purposes risk to or obligations of certainty, if as a result Guarantor in respect of the existence Guarantee. (vii) the Guarantee and the obligations of Guarantor hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or occurrence terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Firm or by any defense which the Firm may have by reason of any one order (including any stay or more of the events above the Trustee on behalf of the Noteholders cannot recover injunction) resulting from any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorsuch proceeding.

Absolute Liability. The Bank’s Each Guarantor agrees that the liability of such Guarantor under this Agreement Section 2.1 and Section 2.2 is absolute and unconditional and will the obligations of such Guarantor in this Guarantee shall remain in full force and effect until all Guaranteed Obligations have been validly, finally and irrevocably paid in full or this Guarantee has been released. The liability and obligations of each Guarantor in this Guarantee shall not be limited affected by any matter or reducedthing which but for this provision might operate to affect such liability or obligations, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights of the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following eventsincluding: (a) the invalidity, unenforceability lack of validity or illegality, in whole or in part, enforceability of any term of the Credit Agreement, ; (b) any security therefor and any agreements, instruments or other documents held contest by the Noteholders Corporation or any other Person as to create, represent or evidence any the amount of the Guaranteed Obligations and or the validity or enforceability of any security thereforterms of the Credit Agreement; b(c) any increasedefence, reduction counter-claim or other change in, transfer of, or discontinuance of, the Agreement or the terms relating right of set-off available to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary Corporation or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other personsPerson; c(d) any change in the Subsidiary’s ownership, Control, name, objects, businesses, assets, capital structure or constitution of the Corporation, any Guarantor or any other Person or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Corporation, any Guarantor or dissolution any other Person or their respective businesses; (e) any extension of time or times for payment or performance of the Guaranteed Obligations or any releases, variations or indulgences which the Lender may grant to the Corporation or any other Person or any extinguishment of all or any part of the Guaranteed Obligations by operation of Law; (f) any limitation of status or power, disability, incapacity or other circumstance relating to the Corporation, any Guarantor or any other Person, including without limitation any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up of or other like proceeding involving or affecting the Subsidiary Corporation, any Guarantor or its business; any other Person or the bankruptcy any action taken with respect to this Guarantee by any trustee or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agentsreceiver, or by any irregularitycourt, defect in any such proceeding, whether or informality in the incurring not such Guarantor has notice or knowledge of any of the Guaranteed Obligations and foregoing; (g) the assignment of all or any security thereforpart of the benefits of this Guarantee; orand e(h) any other event circumstances which might otherwise be constitute a defence available to, or a discharge of, any Guarantor, the Bank Corporation or any other person or liability under this Agreement. For the purposes of certainty, if as a result Person in respect of the existence Guaranteed Obligations or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorGuarantee.

Absolute Liability. The Bank’s My liability under this Agreement Guarantee is absolute and unconditional and unconditional. It will not be limited or reduced, nor will the Trustee or the Noteholders Libro be responsible or owe a any duty (as a fiduciary or otherwise) to the Bankme, nor will the Libro’s rights of the Noteholders under this Agreement Guarantee be prejudiced prejudiced, by the existence or occurrence (with or without the my knowledge or consent of the Trustee or the Noteholdersconsent) of any one or more of the following eventsthefollowing: (a) the any termination, invalidity, unenforceability or illegality, in whole or in part, release by Libro of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence any of its rights against the Guaranteed Obligations and any security thereforBorrower; (b) any increase, reduction reduction, renewal, substitution or other change in, transfer of, or discontinuance of, the Agreement or the terms relating to the Guaranteed Obligations and Borrower's Debt or to any security thereforcredit extended by Libro to the Borrower; or any agreement granting any extensions of time or any other indulgences granted or concessions to the Subsidiary Borrower; any taking or giving up of any Security; abstaining from taking, perfecting or registering any Security; allowing any Security to lapse (whether by failing to make or maintain any registration or otherwise); or any neglect or omission by Libro in respect of any ofthe foregoing; (c) any unenforceability or loss of or in respect of any Security held from time to time by Libro from me, or the Borrower, whether the loss is due to the means or timing of any registration, disposition or realization of any collateral that is the subject of that Security or otherwise due to Libro’s fault or any other persons; any accepting of compositions or granting of releases and discharges; or any other dealing with the Subsidiary or other personsreason; c(d) the death of the Borrower; any change in the Subsidiary’s Borrower's name, ; or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; Borrower or the bankruptcy Borrower's business; (e) any change in my financial condition or insolvency that of the SubsidiaryBorrower or any other Guarantor; d(f) any incapacity, disability disability, or lack or limitation or of status or of the power of the Subsidiary Borrower or of the Subsidiary’s Borrower's directors, managers, officers, partners or agents, ; the discovery that the Borrower is not or may not be a legal entity; or any irregularity, defect or informality in the incurring of any of the Guaranteed Obligations and any security thereforBorrower's Debts; or e(g) any other event which whatsoever that might otherwise be a defence defense available to, or result in a reduction or discharge of, of me or the Bank Borrower in respect of either the Borrower's Debt or any other person or my liability under this Agreement. For the purposes of certainty, if as a result of the existence or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorGuarantee.

Absolute Liability. The Bank’s Subject to termination of this Guarantee as provided in this Guarantee, the liability under of each Guarantor pursuant to this Agreement is absolute Guarantee will, to the fullest extent permitted pursuant to applicable Law, be absolute, irrevocable and unconditional and will not be limited irrespective, without limitation, of: (i) the value, genuineness, validity, regularity, illegality or reducedenforceability of the Merger Agreement or any other agreement or instrument referred to in this Guarantee or in the Merger Agreement, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) in each case, subject to the Bank, nor will terms and conditions thereof; (ii) the rights inaccuracy of any of the Noteholders under this representations or warranties of the Company in the Merger Agreement, subject to the terms and conditions in the Merger Agreement; (iii) any (A) change in the time, place, term or manner of payment or performance of any of the Guaranteed Obligations; (B) liability incurred, directly or indirectly, in respect thereof; or (C) waiver, compromise, consolidation, modification or amendment of, or any departure from, the terms of the Merger Agreement be prejudiced by made in accordance with the existence terms thereof, in each case, whether or occurrence (not with or without the knowledge or consent of the Trustee Guarantors; (iv) any agreement evidencing, securing or otherwise executed in connection with any of the NoteholdersGuaranteed Obligations; (v) the failure or delay on the part of the Company to assert any claim or demand, or to enforce any right or remedy, against Parent or Merger Sub; (vi) the addition, substitution or release of any one Person interested in the Transactions, including (subject to such Guarantor’s Cap) any discharge or more release of any other guarantor of any of the following events:Guaranteed Obligations; a(vii) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (viii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person, or any of their assets, now or hereafter liable with respect to the Guaranteed Obligations; (ix) the invalidityexistence of any claim, unenforceability or illegalityset-off, in whole or in part, of the Agreement, any security therefor and any agreements, instruments offset or other documents held by right that the Noteholders to createGuarantors may have at any time against Parent or Merger Sub, represent or evidence whether in connection with any of the Guaranteed Obligations and any security thereforor otherwise; b(x) any increaseother act, reduction omission or other change incircumstance that may or might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a defense to or discharge of Guarantor as a matter of law or equity, transfer of, or discontinuance ofexcept to the extent otherwise provided in the Merger Agreement, the Agreement or the terms relating to the Guaranteed Obligations and any security therefor; any extensions of time or other indulgences granted to the Subsidiary Financing Letters or any other persons; any accepting of compositions agreement or granting of releases and discharges; instrument referred to in this Guarantee or any other dealing with the Subsidiary or other persons; c) any change in the Subsidiary’s name, or Merger Agreement; or (xi) the adequacy of any reorganization (whether by way means that the Company may have of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) or dissolution or winding-up of the Subsidiary or its business; or the bankruptcy or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agents, or any irregularity, defect or informality in the incurring obtaining payment of any of the Guaranteed Obligations and any security therefor; or e) any other event which might otherwise be a defence available to, or a discharge of, the Bank or any other person or liability under this Agreement. For the purposes of certainty, if as a result of the existence or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorObligations.

Absolute Liability. The Bank’s Guarantor agrees that the liability of the Guarantor under this Agreement Section 2.1 and Section 2.3 and, for greater certainty, under Section 2.2, is absolute and unconditional and will not be limited or reduced, nor will the Trustee or the Noteholders be responsible or owe a duty (as a fiduciary or otherwise) to the Bank, nor will the rights of the Noteholders under this Agreement be prejudiced by the existence or occurrence (with or without the knowledge or consent of the Trustee or the Noteholders) of any one or more of the following eventsirrespective of: (a) the invalidity, unenforceability lack of validity or illegality, in whole or in part, enforceability of the Agreement, any security therefor and any agreements, instruments or other documents held by the Noteholders to create, represent or evidence terms of any of the Guaranteed Obligations and any security thereforDocuments; (b) any increase, reduction contest by the Debtor or any other change in, transfer of, or discontinuance ofPerson as to the amount of the Obligations, the Agreement validity or enforceability of any terms of the Documents or the terms relating to the Guaranteed Obligations and perfection or priority of any security therefor; any extensions of time or other indulgences granted to the Subsidiary Secured Creditor; (c) any defence, counter claim or right of set-off available to the Debtor; (d) any release, compounding or other variance of the liability of the Debtor or any other persons; Person liable in any accepting manner under or in respect of compositions the Obligations or granting the extinguishment of releases and discharges; all or any other dealing with part of the Subsidiary or other personsObligations by operation of law; c(e) any change in the Subsidiary’s time or times for, or place or manner or terms of payment or performance of the Obligations or any consent, waiver, renewal, alteration, extension, compromise, arrangement, concession, release, discharge or other indulgences which the Secured Creditor may grant to the Debtor or any other Person; (f) any amendment or supplement to, or alteration or renewal of, or restatement, replacement, refinancing or modification or variation of (including any increase in the amounts available thereunder or the inclusion of an additional Debtor thereunder), or other action or inaction under, the Debenture, the other Documents or any other related document or instrument, or the Obligations; (g) any discontinuance, termination, reduction, renewal, increase, abstention from renewing or other variation of any credit or credit facilities to, or the terms or conditions of any transaction with, the Debtor or any other Person; (h) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Debtor, the Guarantor or any other Debt Party or any reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Debtor, the Guarantor or dissolution any other Debt Party or their respective businesses; (i) any dealings with the security which the Secured Creditor holds or may hold pursuant to the terms and conditions of the Documents, including the taking, giving up or exchange of securities, their variation or realization, the accepting of compositions and the granting of releases and discharges; (j) any limitation of status or power, disability, incapacity or other circumstance relating to the Debtor, the Guarantor, any other Debt Party or any other Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up of or other like proceeding involving or affecting the Subsidiary Debtor, the Guarantor, any other Debt Party or its business; any other Person or the bankruptcy any action taken with respect to this Guarantee by any trustee or insolvency of the Subsidiary; d) any incapacity, disability or lack or limitation or status or of the power of the Subsidiary or of the Subsidiary’s directors, managers, officers, partners or agentsreceiver, or by any irregularitycourt, defect in any such proceeding, whether or informality in not the incurring Guarantor shall have notice or knowledge of any of the Guaranteed foregoing; (k) the assignment of all or any part of the benefits of this Guarantee; (l) any impossibility, impracticability, frustration of purpose, force majeure or illegality of any Document, or the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of (i) any governmental entity that amends, varies, reduces or otherwise affects, or purports to amend, vary, reduce or otherwise affect, any of the Obligations or the obligations of the Guarantor under this Guarantee, or (ii) any court order that amends, varies, reduces or otherwise affects any of the Obligations; (m) any taking or failure to take security, any loss of, or loss of value of, any security, or any invalidity, non-perfection or unenforceability of any security held by the Secured Creditor, or any exercise or enforcement of, or failure to exercise or enforce, security, or irregularity or defect in the manner or procedure by which the Secured Creditor realizes on such security; (n) any application of any sums received to the Obligations, or any part thereof, and any security thereforchange in such application; orand e(o) any other event circumstances which might otherwise be constitute a defence available to, or a discharge of, the Bank Guarantor, the Debtor or any other person or liability under this Agreement. For the purposes of certainty, if as a result Person in respect of the existence Obligations or occurrence of any one or more of the events above the Trustee on behalf of the Noteholders cannot recover any amount from the Bank as a guarantor, the Bank will immediately on demand as provided in this Agreement pay that amount to the Noteholders as principal debtorGuarantee.