Common use of Effectiveness; Enforcement Clause in Contracts

Effectiveness; Enforcement. The Guaranty herein of each Guarantor shall be effective and shall be deemed to be made with respect to each Loan made as of the time it is made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the Borrower, and no defect in or insufficiency or want of powers of the Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guaranty. This Guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until payment in full in cash and performance of all Guaranteed Obligations and all other amounts payable under this Guaranty. This Guaranty is made for the benefit of each Agent and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent or any Lender first to exercise any rights against the Borrower or to exhaust any remedies available to it against the Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of the Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor under the Guaranty herein provided.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor guaranty under this Agreement shall be effective and shall be deemed to be made with respect to each Loan made and each Letter of Credit as of the time it is made, issued or extended, or becomes a Letter of Credit under this Agreement, as applicable. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the Borrower, and no defect in or insufficiency or want of powers of the Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty The guaranty under this Agreement is a continuing guaranty and shall (a) survive any termination of this Credit Agreement Agreement, and (b) remain in full force and effect until payment in full in cash of, and performance of of, all Guaranteed Obligations and all other amounts payable under this GuarantyAgreement. This Guaranty Notwithstanding anything set forth in this Section 28 to the contrary, (x) Sanifill shall be released from its guaranty obligations upon the satisfaction (as determined in the Administrative Agent's judgment and evidenced by a release executed by the Administrative Agent) of the Prudential Private Placement Debt and the Sanifill Convertible Subordinated Debt, and (y) United shall be released from its guaranty obligations upon the satisfaction (as determined in the Administrative Agent's judgment and evidenced by a release executed by the Administrative Agent) of the United Indenture and the United Senior Secured Notes. The guaranty under this Agreement is made for the benefit of each Agent the Administrative Agent, the Issuing Banks and each of the Lenders Banks and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent the Administrative Agent, the Issuing Banks or any Lender the Banks first to exercise any rights against the Borrower or to exhaust any remedies available to it against the Borrower Borrower, or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations said obligations or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of the Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor under the Guaranty herein provided.

Effectiveness; Enforcement. The Guaranty guaranty herein of the Company and each Guarantor Borrowing Subsidiary shall be effective and shall be deemed to be made with respect to each Revolving Credit Loan made to a Borrower as of the time it is made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the a Borrower, and no defect in or insufficiency or want of powers of the any Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until payment in full in cash and performance of all Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, and all other amounts payable under this Guarantyguaranty. This Guaranty guaranty is made for the benefit of each the Agent and each of the Lenders Banks and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any the Agent or any Lender Bank first to exercise any rights against the any Borrower or to exhaust any remedies available to it against the any Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, of the any Borrower is stayed upon the insolvency, bankruptcy, examination bankruptcy or reorganization, reorganization of the such Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor the Company or the Borrowing Subsidiaries, as the case may be, under the Guaranty guaranty herein provided.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor shall be effective and shall be deemed to be made with respect to each Loan made or Letter of Credit issued to the Borrower as of the time it is made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar lawDebtor Relief Law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the Borrower, and no defect in or insufficiency or want of powers of the Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guaranty. This Guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until payment in full in cash and performance of all Guaranteed Obligations Obligations, and all other amounts payable under this Guaranty. This Guaranty is made for the benefit of each Agent the Administrative Agent, the Issuing Bank and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent the Administrative Agent, the Issuing Bank or any Lender first to exercise any rights against the Borrower or to exhaust any remedies available to it against the Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations Obligations, or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of the Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, reorganization of the Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor under and pursuant to the Guaranty herein providedterms of this Guaranty.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor guaranty under this Agreement shall be effective and shall be deemed to be made with respect to each Loan made and each Letter of Credit as of the time it is made, issued or extended, or becomes a Letter of Credit under this Agreement, as applicable. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the Borrower, and no defect in or insufficiency or want of powers of the Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty The guaranty under this Agreement is a continuing guaranty and shall (a) survive any termination of this Credit Agreement Agreement, and (b) remain in full force and effect until payment in full in cash of, and performance of of, all Guaranteed Obligations and all other amounts payable under this GuarantyAgreement. This Guaranty Notwithstanding anything set forth in this Section 28 to the contrary, (x) Xxxxxxxx shall be released from its guaranty obligations upon the satisfaction (as determined in the Administrative Agent's judgment and evidenced by a release executed by the Administrative Agent) of the Prudential Private Placement Debt and the Sanifill Convertible Subordinated Debt, and (y) United shall be released from its guaranty obligations upon the satisfaction (as determined in the Administrative Agent's judgment and evidenced by a release executed by the Administrative Agent) of the United Indenture and the United Senior Secured Notes. The guaranty under this Agreement is made for the benefit of each Agent the Administrative Agent, the Issuing Banks and each of the Lenders Banks and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent the Administrative Agent, the Issuing Banks or any Lender the Banks first to exercise any rights against the Borrower or to exhaust any remedies available to it against the Borrower Borrower, or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations said obligations or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of the Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor under the Guaranty herein provided.

Effectiveness; Enforcement. The Guaranty herein guaranty obligations of each Guarantor the Guarantors under this Section 9 shall be effective as of the Execution Date and shall be deemed to be made with respect to each Loan made the Loans as of the time it is they are made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the BorrowerBorrower or of any Guarantor, and no defect in or insufficiency or want of powers of the Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim ~ 57 ~ Export Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. against such Guarantyguaranty. This Guaranty is The agreements of each Guarantor contained in this Section 9 constitute a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until payment in full in cash of, and performance of of, all Guaranteed Obligations and all other amounts payable under this GuarantySection 9. This Guaranty is The agreements of the Guarantors contained in this Section 9 are made for the benefit of each Agent the Agents and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent or any Lender the Agents and/or the Lenders first to exercise any rights against the Borrower Borrower, any Guarantor or any other guarantor or to exhaust any remedies available to it against the Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or to elect any other remedy. In The Guarantors irrevocably authorize the event that acceleration of Agents and the time for payment (or the giving of notice of such acceleration) Lenders to take any action in respect of the Guaranteed Obligations or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, without notice to or the consent of the Borrower is stayed upon Guarantors and irrespective of any change in the insolvency, bankruptcy, examination or reorganization, financial condition of any of the Borrower Guarantors or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Borrower. This Agreement shall be immediately due enforceable against the Guarantors (and payable any of their successors and assigns) to the maximum extent permitted by each fraudulent transfer laws but in no event shall the maximum liability of any Guarantor hereunder exceed the maximum amount that can be guaranteed by such Guarantor without rendering its guaranty hereunder voidable under applicable fraudulent transfer laws. For purposes of this Section 9, “fraudulent transfer laws” means applicable Brazilian bankruptcy and fraudulent transfer and conveyance statutes and the Guaranty herein providedrelated case law.

Effectiveness; Enforcement. The Guaranty herein guaranty obligations of each Guarantor the Guarantors under this Section 9 shall be effective and shall be deemed to be made with respect to each Loan made as of the time it is madeExecution Date. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the BorrowerBorrower or of any Guarantor, and no defect in or insufficiency or want of powers of the Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty is The agreements of each Guarantor contained in this Section 9 constitute a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until the irrevocable and indefeasible payment in full in cash of, and performance of of, all Guaranteed Obligations and all other amounts payable under this GuarantySection 9. This Guaranty is The agreements of the Guarantors contained in this Section 9 are made for the benefit of each Agent the Agents and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent or any Lender the Agents and/or the Lenders first to exercise any rights against the Borrower Borrower, any Guarantor or any other guarantor or to exhaust any remedies available to it against the Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or to elect any other remedy. In The Guarantors Execution Version irrevocably authorize the event that acceleration of Agents and the time for payment (or the giving of notice of such acceleration) Lenders to take any action in respect of the Guaranteed Obligations or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, without notice to or the consent of the Borrower is stayed upon Guarantors and irrespective of any change in the insolvency, bankruptcy, examination or reorganization, financial condition of any of the Borrower Guarantors or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Borrower. This Agreement shall be immediately due enforceable against the Guarantors (and payable any of their successors and assigns) to the maximum extent permitted by each fraudulent transfer laws but in no event shall the maximum liability of any Guarantor hereunder exceed the maximum amount that can be guaranteed by such Guarantor without rendering its guaranty hereunder voidable under applicable fraudulent transfer laws. For purposes of this Section 9, “fraudulent transfer laws” means applicable Brazilian bankruptcy and fraudulent transfer and conveyance statutes and the Guaranty herein providedrelated case law.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor guaranty under this Agreement shall be effective and shall be deemed to be made with respect to each Loan made made, each Letter of Credit issued and each Bankers' Acceptance accepted as of the time it is made, issued or accepted, as applicable. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the any Borrower, and no defect in or insufficiency or want of powers of the any Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty The guaranty under this Agreement is a continuing guaranty and shall (a) survive any termination of this Credit Agreement Agreement, and (b) remain in full force and effect until payment in full in cash of, and performance of of, all Guaranteed Obligations and all other amounts payable under the guaranty under this Guaranty106 -100- Agreement. This Guaranty Notwithstanding anything set forth in this Section 29 to the contrary, Sanifill shall be released from its guaranty obligations upon the satisfaction (as determined in the Bank Agents' judgment and evidenced by a release executed by the Bank Agents) of the Prudential Private Placement Debt and the Sanifill Convertible Subordinated Debt. The guaranty under this Agreement is made for the benefit of each Agent the Bank Agents, the Issuing Banks and each of the Lenders Banks and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent the Bank Agents, the Issuing Banks or any Lender the Banks first to exercise any rights against the Borrower or to exhaust any remedies available to it against the Borrower Borrowers, or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations said obligations or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of the Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor under the Guaranty herein provided.

Effectiveness; Enforcement. The Guaranty guaranty herein of the Company and each Guarantor UK Borrower shall be effective and shall be deemed to be made with respect to each Loan made to a Borrower as of the time it is made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the a Borrower, and no defect in or insufficiency or want of powers of the any Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until payment in full in cash and performance of all Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, and all other amounts payable under this Guarantyguaranty. This Guaranty guaranty is made for the benefit of each the Agent and each of the Lenders Banks and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any the Agent or any Lender Bank first to exercise any rights against the any Borrower or to exhaust any remedies available to it against the any Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, of the any Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the such Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor the Company or the UK Borrowers, as the case may be, under the Guaranty guaranty herein provided.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor and the Australian Borrower shall be effective and shall be deemed to be made with respect to each Loan made or Letter of Credit issued to a Borrower as of the time it is made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the a Borrower, and no defect in or insufficiency or want of powers of the any Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guaranty. This Guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until payment in full in cash and performance of all Guaranteed Obligations or European Guaranteed Obligations, as the case may be, and all other amounts payable under this Guaranty. This Guaranty is made for the benefit of each Agent Agent, each Issuing Bank and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent Agent, any Issuing Bank or any Lender first to exercise any rights against the any Borrower or to exhaust any remedies available to it against the any Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be, or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be, of the any Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the such Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor or the Australian Borrower, as the case may be, under the Guaranty herein provided.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor and the Australian Borrower shall be effective and shall be deemed to be made with respect to each Loan made or Letter of Credit issued to a Borrower as of the time it is made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the a Borrower, and no defect in or insufficiency or want of powers of the any Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guaranty. This Guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until payment in full in cash and performance of all Guaranteed Obligations or UK Guaranteed Obligations, as the case may be, and all other amounts payable under this Guaranty. This Guaranty is made for the benefit of each Agent Agent, each Issuing Bank and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent Agent, any Issuing Bank or any Lender first to exercise any rights against the any Borrower or to exhaust any remedies available to it against the any Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, of the any Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the such Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor or the Australian Borrower, as the case may be, under the Guaranty herein provided.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor guaranty hereunder shall be effective and shall be deemed to be made with respect to each Revolving Credit Loan made as of the time it is mademade or accepted, as applicable. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the BorrowerBorrowing Subsidiaries, and no defect in or insufficiency or want of powers of the Borrower Borrowing Subsidiaries or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty The guaranty hereunder is a continuing guaranty and shall (a) survive any termination of this Credit Agreement Agreement, and (b) remain in full force and effect until payment in full in cash of, and performance of of, all Guaranteed Obligations and all other amounts payable under the guaranty hereunder, all the Commitments shall have expired and been terminated, all of the Letters of Credit shall have expired or been terminated and all lending and other credit commitments of the Banks in respect thereof have terminated. The guaranty under this Guaranty. This Guaranty Credit Agreement is made for the benefit of each Agent the Agents and each of the Lenders Banks and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent the Agents or any Lender the Banks first to exercise any rights against the Borrower or to exhaust any remedies available to it against the Borrower Borrowing Subsidiaries, or to resort to any other source or means of obtaining payment of any of the Guaranteed said Obligations or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of the Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor under the Guaranty herein provided.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor Guarantor, the Australian Borrower and the UK Borrower shall be effective and shall be deemed to be made with respect to each Loan made or Letter of Credit issued to a Borrower as of the time it is made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the a Borrower, and no defect in or insufficiency or want of powers of the any Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guaranty. This Guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until payment in full in cash and performance of all Guaranteed Obligations, Australian Guaranteed Obligations or UK Guaranteed Obligations, as the case may be, and all other amounts payable under this Guaranty. This Guaranty is made for the benefit of each Agent Agent, the Issuing Bank and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent Agent, the Issuing Bank or any Lender first to exercise any rights against the any Borrower or to exhaust any remedies available to it against the any Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations, the UK Guaranteed Obligations or Australian Guaranteed Obligations, as the case may be, or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations, the UK Guaranteed Obligations or Australian Guaranteed Obligations, as the case may be, of the any Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the such Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor the Guarantor, the Australian Borrower or the UK Borrower, as the case may be, under the Guaranty herein provided.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor guaranty under this Agreement shall be effective and shall be deemed to be made with respect to each Loan made and each Letter of Credit as of the time it is made, issued or extended, or becomes a Letter of Credit under this Agreement, as applicable. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the Borrower, and no defect in or insufficiency or want of powers of the Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty The guaranty under this Agreement is a continuing guaranty and shall (a) survive any termination of this Credit Agreement Agreement, and (b) remain in full force and effect until payment in full in cash of, and performance of of, all Guaranteed Obligations and all other amounts payable under this GuarantyAgreement. This Guaranty Notwithstanding anything set forth in this Section 28 to the contrary, Sanifill shall be released from its guaranty obligations upon the satisfaction (as determined in the Administrative Agent's judgment and evidenced by a release executed by the Administrative Agent) of the Sanifill Convertible Subordinated Debt. The guaranty under this Agreement is made for the benefit of each Agent the Administrative Agent, the Issuing Banks and each of the Lenders Banks and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent or any Lender first to exercise any rights against the Borrower or to exhaust any remedies available to it against Administrative Agent, the Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of the Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Agreement shall be immediately due and payable by each Guarantor under the Guaranty herein provided.Issuing

Effectiveness; Enforcement. The Guaranty herein guaranty obligations of each Guarantor the Guarantors under this Section 9 shall be effective and shall be deemed to be made with respect to each Loan made as of the time it is madeExecution Date. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the BorrowerBorrower or of any Guarantor, and no defect in or insufficiency or want of powers of the Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guarantyguaranty. This Guaranty is The agreements of each Guarantor contained in this Section 9 constitute a continuing guaranty and shall (a) survive any termination of this Credit Agreement and (b) remain in full force and effect until the irrevocable and indefeasible payment in full in cash of, and performance of of, all Guaranteed Obligations and all other amounts payable under this GuarantySection 9. This Guaranty is The agreements of the Guarantors contained in this Section 9 are made for the benefit of each Agent the Agents and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent or any Lender the Agents and/or the Lenders first to exercise any rights against the Borrower Borrower, any Guarantor or any other guarantor or to exhaust any remedies available to it against the Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or to elect any other remedy. In The Guarantors irrevocably authorize the event that acceleration of Agents and the time for payment (or the giving of notice of such acceleration) Lenders to take any action in respect of the Guaranteed Obligations or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, without notice to or the consent of the Borrower is stayed upon Guarantors and irrespective of any change in the insolvency, bankruptcy, examination or reorganization, financial condition of any of the Borrower Guarantors or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Borrower. This Agreement shall be immediately due enforceable against the Guarantors (and payable any of their successors and assigns) to the maximum extent permitted by each fraudulent transfer laws but in no event shall the maximum liability of any Guarantor hereunder exceed the maximum amount that can be guaranteed by such Guarantor without rendering its guaranty hereunder voidable under applicable fraudulent transfer laws. For purposes of this Section 9, “fraudulent transfer laws” means applicable Brazilian bankruptcy and fraudulent transfer and conveyance statutes and the Guaranty herein providedrelated case law.

Effectiveness; Enforcement. The Guaranty herein of each Guarantor shall be effective and shall be deemed to be made with respect to each Loan made to a Borrower as of the time it is made. No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of the a Borrower, and no defect in or insufficiency or want of powers of the any Borrower or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such Guaranty. This Guaranty is a continuing guaranty and shall (a) survive any termination of this Credit Loan Agreement and (b) remain in full force and effect until payment in full in cash and performance of all Guaranteed Obligations and all other amounts payable under this Guaranty. This Guaranty is made for the benefit of each the Administrative Agent and each of the Lenders and their respective successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any the Administrative Agent or any Lender first to exercise any rights against the any Borrower or to exhaust any remedies available to it against the any Borrower or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or to elect any other remedy. In the event that acceleration of the time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of the any Borrower is stayed upon the insolvency, bankruptcy, examination or reorganization, of the such Borrower or for any other reason, all such amounts otherwise subject to acceleration under the terms of this Credit Loan Agreement shall be immediately due and payable by each Guarantor under the Guaranty herein provided.