Common use of Guaranty; Limitation of Liability Clause in Contracts

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each GuarantorIn order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, jointly and severallyin recognition of the direct benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guaranteesguarantees (the undertaking by each Guarantor under this Section 15 being, as a guaranty of payment and performance and not merely as a guaranty of collectionamended from time to time, prompt the “Facility Guaranty”) the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Obligor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of the Borrowers to the Lenders, the Administrative counsel) incurred by Agent or any indemnified party arising other Secured Party in enforcing any rights under this Facility Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Secured Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute a defense to the obligations existence of any Guarantor under this Guaranty (Insolvency Proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorObligor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, in each case exclusive of all Excluded Swap Obligations (such guaranteed Obligations being the Borrowers “Guaranteed Obligations”), and agrees to the Lenderspay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any indemnified party arising other Lender Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall is and constitutes a guaranty of payment and not be affected by the genuineness, validity, regularity or enforceability merely of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating collection. Notwithstanding anything to the Obligations which might otherwise constitute a defense to contrary herein, the obligations Lender Parties shall immediately release the guaranty of any Guarantor under this Guaranty (other than payment thereof)at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, and each Guarantor hereby irrevocably waives directly or indirectly any defenses it may now have one or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormore Unencumbered Assets.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrower (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and at all times thereafterrestatements, replacements or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, otherwise (the Obligations of the Borrowers Borrower being the “Guaranteed Obligations” of Guarantor), and agrees to pay any and all reasonable, invoiced out-of-pocket expenses (including the Lendersreasonable, invoiced out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent and the other Credit Parties (and additional counsel for any actual or reasonably perceived conflict of interest and, if reasonably necessary, one special or regulatory counsel in multiple jurisdictions or one local counsel in each relevant jurisdiction (but no other counsels))) incurred by the Administrative Agent or any indemnified party arising other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations that would be owed by the Borrower to any Credit Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to bankruptcy, reorganization or similar proceeding involving the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorBorrower.

Guaranty; Limitation of Liability. (a) Each GuarantorGuarantor hereby, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance primary obligor and not merely as a guaranty of collectionsurety, prompt the full and punctual payment when duedue and performance, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Letter of Credit, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Loan Documents, Letters of Credit, Secured Cash Management Agreements and at all times thereafterSecured Hedge Agreements, collectively, the “Secured Documents”) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Secured Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor rights under this Guaranty (or any other than payment thereof)Secured Document, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing. For , each Guarantor’s liability shall extend to all amounts that constitute part of the avoidance Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of doubt, the respective obligations of each Borrower Secured Documents but for the fact that they are several and unenforceable or not joint, except allowable due to the extent existence of a bankruptcy, reorganization or similar proceeding involving such Borrower is providing a guarantee as a Guarantorother Loan Party.

Guaranty; Limitation of Liability. (a) Each of the Borrower and each Subsidiary Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all obligations of each other Loan Party and at all times thereaftereach other Subsidiary of the Borrower now or hereafter existing under or in respect of the Loan Documents or any Secured Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the Obligationsforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising other Lender in enforcing any rights under this Guaranty or any other Loan Document or Secured Agreement. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party or Subsidiary of the Borrower, as applicable, to the Agent or any Lender under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with Secured Agreement but for the collection fact that they are unenforceable or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to bankruptcy, reorganization or similar proceeding involving such other Loan Party or Subsidiary, as the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it case may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantorbe.

Guaranty; Limitation of Liability. (a) Each GuarantorIn order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, jointly and severallyin recognition of the direct benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guaranteesguarantees (the undertaking by each Guarantor under this Section 15 being, as a guaranty of payment and performance and not merely as a guaranty of collectionamended from time to time, prompt the “Facility Guaranty”) the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Credit Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of the Borrowers to the Lenders, the Administrative counsel) incurred by Agent or any indemnified party arising other Secured Party in enforcing any rights under this Facility Guaranty or any other Loan Document, subject to limitations expressly set forth elsewhere herein. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Credit Party to any Secured Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute a defense to the obligations existence of any Guarantor under this Guaranty (Insolvency Proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorCredit Party.

Guaranty; Limitation of Liability. (a) Each GuarantorGuarantor except when and as released upon the occurrence of a Permitted Disposition, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents and at all times thereafterthe Secured Hedge Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interestreimbursement obligations, interest (including Post Petition Interest), premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising other Secured Party in enforcing any rights under this Guaranty or any other Loan Document or any Secured Hedge Agreement. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by or the Lenders, Secured Hedge Agreements but for the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to the obligations of any Guarantor under this Guaranty (bankruptcy, reorganization or similar proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers Borrower to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each GuarantorThe undersigned hereby, jointly and severallyseverally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when dueguarantees the punctual payment, whether at stated maturity, scheduled maturity or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and at all times thereafterany Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations, of the Borrowers “Guaranteed Obligations”), and agrees to the Lenders, pay any and all reasonable expenses incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Secured Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other than payment thereofexternal counsel to the Administrative Agent), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all . Without limiting the generality of the foregoing. For the avoidance of doubt, the respective obligations undersigned’s liability shall extend to all amounts that constitute part of each Borrower the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are several and unenforceable or not joint, except allowable due to the extent existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such Borrower is providing a guarantee as a other Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly The undersigned hereby absolutely and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers each other Loan Party to the LendersGuaranteed Parties, and whether arising under this Guaranty Supplement, the Administrative Agent Subsidiary Guaranty or under any indemnified party arising under the other Loan Documents Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party Guaranteed Parties in connection with the collection or enforcement thereof, the “Guaranteed Obligations”). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non‑perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty Supplement (other than full payment thereofand performance), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor. (b) Notwithstanding anything to the contrary in clause (a) above, each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty, the Guaranteed Obligations and any other obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar avoidable or invalid transaction under foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting such fraudulent transfer or conveyance or other similarly avoidable or invalid transaction. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Administrative Agent or any Lender under this Guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to the other Guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or in respect of this Agreement. In no event, however, shall the Administrative Agent and the Lenders be entitled to more than a single recovery. For the avoidance of doubt, Section 3.5 of this Agreement (and any provisions that cross-reference Section 3.5) shall apply mutatis mutandis to any payment made by a Guarantor under this Guaranty. 15.2.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, in each case exclusive of all Excluded Swap Obligations (such guaranteed Obligations being the Borrowers “Guaranteed Obligations”), and agrees to the Lenderspay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any indemnified party arising other Lender Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall is and constitutes a guaranty of payment and not be affected by the genuineness, validity, regularity or enforceability merely of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating collection. Notwithstanding anything to the Obligations which might otherwise constitute a defense to contrary herein, the obligations Lender Parties shall immediately release the guaranty of any Guarantor under this Guaranty (other than payment thereof)at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, and each Guarantor hereby irrevocably waives directly or indirectly any defenses it may now have one or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormore Unencumbered Assets.

Guaranty; Limitation of Liability. Subject to the terms of the Credit Agreement, including, without limitation, Section 9.14: (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrower and at all times thereaftereach other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations, but in each case, excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, any Lender Party or any Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Credit Agreement or any other Loan Document. Without limiting the generality of the Borrowers foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the LendersAdministrative Agent, the Administrative Agent any Lender Party or any indemnified party arising Hedge Bank under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability is and constitutes a guaranty of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormerely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrower and at all times thereaftereach other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations, excluding all Excluded Swap Obligations, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising other Guarantied Party in enforcing any rights under this Agreement or any other Loan Document; provided that the Guarantors shall not be required to pay the costs and expenses of more than one counsel for the Administrative Agent and the other Guarantied Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted parties), and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted parties). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by any other Loan Party to any Guarantied Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability is a guaranty of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormerely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers Borrower to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterobligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the Obligationsforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising other Guaranteed Party in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Guaranteed Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensionsreorganization or similar proceeding involving such other Loan Party. Each Guarantor, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lendersits acceptance of this Guaranty, the Administrative Agent or any indemnified party in connection with and each other Guaranteed Party, hereby confirms that it is the collection or enforcement thereof). This intention of all such Persons that this Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to and the obligations of any each Guarantor under this Guaranty hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (other than payment thereofas hereinafter defined), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.Uniform Fraudulent

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party or other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Secured Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor rights under this Guaranty (or any other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except Loan Document to the extent such Borrower Secured Party is providing entitled to reimbursement of any such expenses by any Loan Party or Guarantor pursuant to the terms of the Form of Guaranty relevant Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party or other Guarantor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a guarantee as a bankruptcy, reorganization or similar proceeding involving such other Loan Party or other Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Secured Hedge Agreement and at all times thereafterany Secured Cash Management Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Secured Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any rights against such Guarantor under this Guaranty Supplement, the Guaranty or any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement; provided that no Guarantor shall be required to reimburse the legal fees and expenses of more than one counsel (other than payment thereof)and up to one local counsel in each applicable local jurisdiction) for all Secured Parties (which shall be selected by the Administrative Agent) unless, and each Guarantor hereby irrevocably waives in the reasonable opinion of the Administrative Agent, representation of all such Secured Parties would be inappropriate due to the existence of any defenses it may now have actual or hereafter acquire in any way relating to any or all potential conflict of interest. Without limiting the generality of the foregoing. For the avoidance of doubt, the respective obligations undersigned’s liability shall extend to all amounts that constitute part of each Borrower the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents, Secured Hedge Agreements or Secured Cash Management Agreements but for the fact that they are several and unenforceable or not joint, except allowable due to the extent existence of a bankruptcy, reorganization or similar proceeding involving such Borrower is providing a guarantee as a Guarantorother Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrower and at all times thereaftereach other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise in each case exclusive of all Excluded Swap Obligations (such guaranteed Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising other Lender Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Notwithstanding anything to the contrary herein, the Lender Parties shall not be affected by immediately release the genuineness, validity, regularity or enforceability guaranty of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to undersigned at such time as the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire undersigned has completed Transfers and/or designations in any way relating to any or all compliance with Section 5.02(e) of the foregoing. For Credit Agreement such that the avoidance of doubtundersigned does not own, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantordirectly or indirectly any one or more Unencumbered Assets.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party or Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or Secured Party in enforcing any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor rights under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubtSupplement, the respective obligations of each Borrower are several and not joint, except Subsidiary Guaranty or any other Loan Document to the extent such Borrower Secured Party is providing entitled to reimbursement of any such expenses by any Loan Party or Guarantor. Without limiting the generality of the foregoing, the undersigned's liability shall extend to all amounts that constitute Del Monte Subsidiary Guaranty part of the Guaranteed Obligations and would be owed by any other Loan Party or Guarantor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a guarantee as a bankruptcy, reorganization or similar proceeding involving such other Loan Party or Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment jointly and performance and not merely as a guaranty of collectionseverally with the other Guarantors, prompt the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, fees, penalties, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise and all Obligations of each other Loan Party now or hereafter existing in respect of overdraft facilities, cash management services or repurchase agreements (all such Obligations being collectively called the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, the Administrative counsel) incurred by Agent or any indemnified party arising other Lender in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to the obligations of any Guarantor under this Guaranty (bankruptcy, reorganization or similar proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) Each Borrower and each Subsidiary Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of each other Loan Party and at all times thereaftereach other Subsidiary of the Company now or hereafter existing 121 under or in respect of the Loan Documents or any Bank Product Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the Obligationsforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, exclusive of Excluded Swap Obligations (such obligations being the Borrowers “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Lenders, the Administrative Agent or any indemnified party arising other Lender in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party or Subsidiary of the Company, as applicable, to the Agent or any Lender under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with Bank Product Agreement but for the collection fact that they are unenforceable or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to bankruptcy, reorganization or similar proceeding involving such other Loan Party or Subsidiary, as the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it case may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantorbe.

Guaranty; Limitation of Liability. (a) Each GuarantorThe Guarantors, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantee the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement and at all times thereafterthe other Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, including, without limitation, the obligation of the Borrowers to the Lenderspay principal, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewalsinterest, extensionscharges, amendmentsexpenses, refinancings and other modifications thereof and all costsfees, attorneys’ fees and expenses incurred disbursements, indemnities and other amounts payable by the LendersBorrowers under any Loan Document (such Obligations, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any “Guaranteed Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof”), and each Guarantor hereby irrevocably waives agrees to pay any defenses it may now have or hereafter acquire and all expenses (including, without limitation, fees and expenses of counsel) incurred by any Beneficiary in enforcing any way relating to any or all rights under this Guaranty. Without limiting the generality of the foregoing. For the avoidance of doubt, the respective obligations Guarantors’ liability shall extend to all amounts that constitute part of each Borrower the Guaranteed Obligations and would be owed by the Borrowers to any Beneficiary under or in respect of the Loan Documents but for the fact that they are several and unenforceable or not joint, except allowable due to the extent such Borrower is providing existence of a guarantee as a Guarantorbankruptcy, reorganization or similar proceeding involving either Borrower.

Guaranty; Limitation of Liability. (a) Each GuarantorThe undersigned hereby, jointly and severally, hereby severally with the other Guarantors absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when dueguarantees the punctual payment, whether at stated maturity, scheduled maturity or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Obligor now or hereafter existing under or in respect of the Finance Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the undersigned’s liability shall 1 If the Additional Guarantor is a Foreign Subsidiary, appropriate modifications to this Form of Subsidiary Guaranty Supplement shall be made at the time of execution and delivery hereof by such Foreign Subsidiary to the extent necessary to be in conformity with the applicable provisions of Section 6.12 of the Credit Agreement. extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Secured Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to the obligations of any Guarantor under this Guaranty (bankruptcy, reorganization or similar proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorObligor.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of (i) in the case of each Guarantor (other than the Borrowers), all Obligations of the Borrowers and at all times thereaftereach other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, and (ii) in the case of each Borrower, all Obligations of the other Borrowers now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations referred to in clauses (i) and (ii) being the Lenders“Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any indemnified party arising other Lender Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability is a guaranty of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormerely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment jointly and performance and not merely as a guaranty of collectionseverally, prompt the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterObligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremiums (including, without limitation, any Yield Maintenance Premium and Prepayment Premium), fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees, subject to and without limitation on the Credit Agreement, to pay any and all costs and expenses (including, without limitation, reasonable and documented fees and expenses of counsel, provided that if no Event of Default has occurred and is continuing, such costs and expenses of counsel shall be limited to a single form of primary outside counsel and, if necessary, one local counsel in each applicable jurisdiction, for the Borrowers to the Lenders, Secured Parties) incurred by the Administrative Agent or any indemnified party arising other Secured Party in enforcing any rights under this Agreement or any other Loan Document, in each case as and to the extent payable under Section 10.04 the Credit Agreement (as if the obligations of the Borrower under such Section were obligations of such Guarantor). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by but for the Lenders, the Administrative Agent fact that they are unenforceable or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating allowable due to the Obligations which might otherwise constitute existence of a defense to the obligations of any Guarantor under this Guaranty (bankruptcy, reorganization or similar proceeding involving such other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor (which for avoidance of doubt includes each Borrower for the purposes of this Article 7) hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the Borrowers (x) pursuant to clause (ii) of Section 9.04(b) and at all times thereafter(y) for which the Borrowers are personally liable or which are fully recourse to the Borrowers pursuant to Section 10.02 (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of the Borrowers to the Lenders, counsel) incurred by the Administrative Agent or any indemnified party arising other Secured Party in enforcing the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents (including all renewalsbut for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, extensions, amendments, refinancings and reorganization or similar proceeding involving such other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof)Loan Party. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability is and constitutes a guaranty of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantormerely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty Supplement shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor the undersigned under this Guaranty Supplement (other than payment thereof), and each Guarantor the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor.