Common use of Guaranty; Limitation of Liability Clause in Contracts

Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise (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 or any Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 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 the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned Guarantors, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantee the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party Borrowers now or hereafter existing under or in respect of the Credit Agreement and the other Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any 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, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, including, without limitation, the obligation of the Borrowers to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Borrowers under any Loan Document (such Obligations being Obligations, 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 or any Hedge Bank Beneficiary in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document. Without limiting the generality of the foregoing, the undersigned’s Guarantors’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrowers to any other Loan Party to the Administrative Agent, any Lender or any Hedge Bank Beneficiary 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collectioneither Borrower.

Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, any Lender Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement Subsidiary Guaranty or any Exh. C - 1 other Loan DocumentDocument to the extent such Secured Party is entitled to reimbursement of any such expenses by any Loan Party or Guarantor. Without limiting the generality of the foregoing, the undersigned’s '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 the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collectionParty or Guarantor.

Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect Borrowers (x) pursuant to clause (ii) of Section 9.04(b) of the Loan Documents Agreement and (y) for which the Borrowers are personally liable pursuant to Section 10.02 of the Loan Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any 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, contract causes of action, costs, expenses or otherwise (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, Agent or any Lender or any Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 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 the Administrative Agent, Agent or any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned Company hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations of the Borrower and each other Loan Party Borrower now or hereafter existing under or in respect of this Agreement and the Loan Documents Notes (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations, but in each case, excluding all Excluded Swap Obligationsobligations), 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 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, Agent or any Lender or any Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Documentthe Notes. Without limiting the generality of the foregoing, the undersignedCompany’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party Borrower to the Administrative Agent, any Lender or any Hedge Bank under or in respect of this Agreement and the Loan Documents Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collectionBorrower.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise ( provided that with respect to Obligations under or in respect of any Secured Hedge Agreement, the foregoing guarantee shall only be effective to the extent that such Guarantor is an Eligible Guarantor at the time such Secured Hedge Agreement is entered into and such Obligations and such guarantee thereof are not Excluded Swap Obligations) (such Obligations Obligations, after giving effect to the immediately preceding proviso, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by the Administrative Agent, any Lender Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document. Without limiting the generality of the foregoingforegoing to the fullest extent permitted by applicable law, the undersignedeach 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 the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise (provided that with respect to Obligations under or in respect of any Secured Hedge Agreement, the foregoing guarantee shall only be effective to the extent that the undersigned is an Eligible Guarantor at the time such Secured Hedge Agreement is entered into and such Obligations and the guarantee thereof are not Excluded Swap Obligations) (such Obligations, after giving effect to the immediately preceding proviso, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by the Administrative Agent, any Lender Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement Guaranty or any Exh. C - 1 other Loan Document. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, 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 Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.Exhibit E to Credit Agreement

Guaranty; Limitation of Liability. (a) The undersigned hereby hereby, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Secured Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any 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, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees reasonable and documented or invoiced out-of-pocket costs and expenses of counsel) incurred to the extent payable or reimbursable by the Administrative AgentBorrower pursuant to Section 10.04 of the Credit Agreement as if such section were set forth in full herein, any Lender or any Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Documentmutatis mutandis. 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 the Administrative Agent, any Lender or any Hedge Bank Secured Party under or in respect of the Loan Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Notwithstanding anything to the contrary contained in this Guaranty is and constitutes a guaranty Supplement or any provision of payment and any other Loan Document, the Guaranteed Obligations shall not merely of collectionextend to or include any Excluded Swap Obligation.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (i) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations of the Borrower and each other Loan Security Party now or hereafter existing under or in respect of the Loan Credit Agreement, Notes and Security Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations, but in each case, excluding all Excluded Swap Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, and (ii) the punctual and full performance and compliance by each other Security Party of each and every duty, covenant, agreement and obligation thereof under the Credit Agreement, Notes and Security Documents (such Obligations 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 Agent or any Hedge Bank other Creditor in enforcing any rights under this Guaranty Supplementor under the Credit Agreement, the Guaranty, the Loan Agreement Notes or any Exh. C - 1 other Loan DocumentSecurity Documents. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party Creditor to the Administrative Agent, any Lender or any Hedge Bank Creditor under or in respect of the Loan Credit Agreement, Notes and Security Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Security Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, any Lender Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document to the extent such Secured Party is 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, the undersignedeach 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 the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collectionParty or other Guarantor.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, any Lender Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document to the extent such Secured Party is entitled to reimbursement of any such expenses by any Loan Party or Guarantor pursuant to the terms of the relevant Loan Document. Without limiting the generality of the foregoing, the undersigned’s 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 the Administrative Agent, any Lender or any Hedge Bank 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 Del Monte Subsidiary Guaranty bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collectionParty or other Guarantor.

Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise ( provided that with respect to Obligations under or in respect of any Secured Hedge Agreement, the foregoing guarantee shall only be effective to the extent that the undersigned is an Eligible Guarantor at the time such Secured Hedge Agreement is entered into and such Obligations and the guarantee thereof are not Excluded Swap Obligations) (such Obligations Obligations, after giving effect to the immediately preceding proviso, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by the Administrative Agent, any Lender Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement Guaranty or any Exh. C - 1 other Loan Document. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, 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 Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise (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 Agent or any Hedge Bank other Lender Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document. Without limiting the generality of the foregoing, the undersignedeach 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 the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other 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 immediately release the guaranty of any Guarantor 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, directly or indirectly any one or more Borrowing Base Assets.

Guaranty; Limitation of Liability. (a) The Each of the undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, any Lender Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement Subsidiary Guaranty or any Exh. C - 1 other Loan DocumentDocument to the extent such Secured Party is entitled to reimbursement of any such expenses by any Loan Party or Guarantor. Without limiting the generality of the foregoing, each of 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 or Guarantor to the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collectionParty or Guarantor.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations of the Borrower and 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 or all of the foregoing Obligations, but in each case, excluding all Excluded Swap Obligationsobligations), 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 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 Agent or any Hedge Bank other Guaranteed Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document. Without limiting the generality of the foregoing, the undersignedeach 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 the Administrative Agent, any Lender or any Hedge Bank Guaranteed 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Each Guarantor, and by its acceptance of this Guaranty, the Agent and each other Guaranteed Party, hereby confirms that it is the intention of all such Persons that this Guaranty is and constitutes the obligations of each Guarantor hereunder not constitute a guaranty fraudulent transfer or conveyance for purposes of payment and not merely of collection.Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent

Guaranty; Limitation of Liability. (a) The undersigned Holdings hereby absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment when duepayment, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, and performance of all ABL Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations) and whether or not such action is committed, but in each case, excluding all Excluded Swap Obligations)contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such ABL Obligations being the “Guaranteed ABL Obligations”,” provided that Guaranteed ABL Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, any Lender or any Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document. Without limiting the generality of the foregoing, the undersigned’s Holdings’ liability shall extend to all amounts that constitute part of the Guaranteed ABL Obligations and would be owed by any other Loan Party to the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, any Lender Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document to the extent such Secured Party is entitled to reimbursement of any such expenses by any Loan Party or Guarantor pursuant to the terms of the relevant Loan Document. Without limiting the generality of the foregoing, the undersignedeach 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 the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collectionParty or other Guarantor.

Guaranty; Limitation of Liability. (ab) The undersigned Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and 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 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, contract causes of action, costs, expenses or otherwise (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 Agent or any Hedge Bank other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Loan Agreement or any Exh. C - 1 other Loan Document. Without limiting the generality of the foregoing, the undersignedeach 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 the Administrative Agent, any Lender or any Hedge Bank 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 bankruptcy, reorganization or similar proceeding involving such other 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 immediately release the guaranty of any Guarantor 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, directly or indirectly any one or more Borrowing Base Assets.