Common use of Effectiveness; Enforcement Clause in Contracts

Effectiveness; Enforcement. The guaranty obligations of the Guarantors under this Section 9 shall be effective as of the Execution 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 Borrower 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 guaranty. The agreements of each Guarantor contained in this Section 9 constitute a continuing guaranty and shall remain in full force and effect until the irrevocable and indefeasible payment in full of, and performance of, all Guaranteed Obligations and all other amounts payable under this Section 9. The agreements of the Guarantors contained in this Section 9 are made for the benefit of the Agents and the Lenders and their 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 the Agents and/or the Lenders first to exercise any rights against the 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. The Guarantors irrevocably authorize the Agents and the 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 Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This Agreement shall be enforceable against the Guarantors (and any of their successors and assigns) to the maximum extent permitted by 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 related case law.

Effectiveness; Enforcement. The guaranty obligations Guaranty herein of the Guarantors under this Section 9 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 Execution Datetime 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 or of any GuarantorBorrower, 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. The agreements of each Guarantor contained in this Section 9 constitute This Guaranty is a continuing guaranty and shall (a) survive any termination of this Agreement and (b) remain in full force and effect until the irrevocable and indefeasible payment in full of, in cash and performance of, of all Guaranteed Obligations Obligations, and all other amounts payable under this Section 9Guaranty. The agreements of the Guarantors contained in this Section 9 are This Guaranty is made for the benefit of the Agents 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 the Agents and/or Administrative Agent, the Lenders Issuing Bank or any Lender first to exercise any rights against the Borrower, any Guarantor or any other guarantor 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. The Guarantors irrevocably authorize In the Agents and event that acceleration of the Lenders to take any action in respect 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 any collateral reorganization of the Borrower or guaranties securing them or for any other action that might reason, all such amounts otherwise be deemed a legal or equitable discharge subject to acceleration under the terms of a surety, without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This this Agreement shall be enforceable against the Guarantors (immediately due and any of their successors payable by each Guarantor under and assigns) pursuant to the maximum extent permitted by 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 terms of this Section 9, “fraudulent transfer laws” means applicable Brazilian bankruptcy and fraudulent transfer and conveyance statutes and the related case lawGuaranty.

Effectiveness; Enforcement. The guaranty obligations of the Guarantors under this Section 9 Agreement shall be effective and shall be deemed to be made with respect to each Loan and each Letter of Credit as of the Execution Datetime 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 or of any GuarantorBorrower, 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 guaranty. The agreements of each Guarantor contained in guaranty under this Section 9 constitute Agreement is a continuing guaranty and shall (a) survive any termination of this Agreement, and (b) remain in full force and effect until the irrevocable and indefeasible payment in full of, and performance of, all Guaranteed Obligations and all other amounts payable under this Section 9Agreement. The agreements of the Guarantors contained Notwithstanding anything set forth in this Section 9 are 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 the Agents Administrative Agent, the Issuing Banks and the Lenders Banks and their 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 the Agents and/or Administrative Agent, the Lenders Issuing Banks or the Banks first to exercise any rights against the 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 said obligations or to elect any other remedy. The Guarantors irrevocably authorize the Agents and the 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 Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This Agreement shall be enforceable against the Guarantors (and any of their successors and assigns) to the maximum extent permitted by 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 related case law.

Effectiveness; Enforcement. The guaranty obligations Guaranty herein of the Guarantors under this Section 9 each Guarantor shall be effective and shall be deemed to be made with respect to each Loan made as of the Execution Datetime 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 or of any GuarantorBorrower, 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. The agreements of each Guarantor contained in this Section 9 constitute 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 the irrevocable and indefeasible payment in full of, in cash and performance of, of all Guaranteed Obligations and all other amounts payable under this Section 9Guaranty. The agreements of the Guarantors contained in this Section 9 are This Guaranty is made for the benefit of the Agents 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 the Agents and/or the Lenders any Agent or any Lender first to exercise any rights against the Borrower, any Guarantor or any other guarantor 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. The Guarantors irrevocably authorize In the Agents and event that acceleration of the Lenders to take any action in respect 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 any collateral reorganization, of the Borrower or guaranties securing them or for any other action that might reason, all such amounts otherwise be deemed a legal or equitable discharge subject to acceleration under the terms of a surety, without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This this Credit Agreement shall be enforceable against immediately due and payable by each Guarantor under the Guarantors (and any of their successors and assigns) to the maximum extent permitted by 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 related case lawGuaranty herein provided.

Effectiveness; Enforcement. The guaranty obligations herein of the Guarantors under this Section 9 Company and each 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 Execution Datetime 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 or of any Guarantora Borrower, and no defect in or insufficiency or want of powers of the any Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such guaranty. The agreements of each Guarantor contained in this Section 9 constitute 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 the irrevocable and indefeasible payment in full of, and performance of, of all Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, and all other amounts payable under this Section 9guaranty. The agreements of the Guarantors contained in this Section 9 are This guaranty is made for the benefit of the Agents 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 the Agents and/or the Lenders Agent or any Bank first to exercise any rights against the Borrower, any Guarantor or any other guarantor 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. The Guarantors irrevocably authorize In the Agents and event that acceleration of the Lenders to take any action in respect 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 any collateral Borrower is stayed upon the insolvency, bankruptcy or guaranties securing them reorganization of such Borrower or for any other action that might reason, all such amounts otherwise be deemed a legal or equitable discharge subject to acceleration under the terms of a surety, without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This this Credit Agreement shall be enforceable against immediately due and payable by the Guarantors (and any of their successors and assigns) to Company or the maximum extent permitted by fraudulent transfer laws but in no event shall Borrowing Subsidiaries, as the maximum liability of any Guarantor hereunder exceed case may be, under 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 related case lawherein provided.

Effectiveness; Enforcement. The guaranty obligations Guaranty herein of each Guarantor and the Guarantors under this Section 9 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 Execution Datetime 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 or of any Guarantora Borrower, and no defect in or insufficiency or want of powers of the any Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such guarantyGuaranty. The agreements of each Guarantor contained in this Section 9 constitute 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 the irrevocable and indefeasible payment in full of, in cash and performance of, of all Guaranteed Obligations or UK Guaranteed Obligations, as the case may be, and all other amounts payable under this Section 9Guaranty. The agreements of the Guarantors contained in this Section 9 are This Guaranty is made for the benefit of the Agents each 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 the Agents and/or the Lenders any Agent, any Issuing Bank or any Lender first to exercise any rights against the Borrower, any Guarantor or any other guarantor 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. The Guarantors irrevocably authorize In the Agents and event that acceleration of the Lenders to take any action in respect 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 any collateral Borrower is stayed upon the insolvency, bankruptcy, examination or guaranties securing them reorganization, of such Borrower or for any other action that might reason, all such amounts otherwise be deemed a legal or equitable discharge subject to acceleration under the terms of a surety, without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This this Credit Agreement shall be enforceable against immediately due and payable by each Guarantor or the Guarantors (and any of their successors and assigns) to Australian Borrower, as the maximum extent permitted by fraudulent transfer laws but in no event shall case may be, under 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 related case lawGuaranty herein provided.

Effectiveness; Enforcement. The guaranty obligations Guaranty herein of the Guarantors under this Section 9 each Guarantor shall be effective and shall be deemed to be made with respect to each Loan made to a Borrower as of the Execution Datetime 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 or of any Guarantora Borrower, and no defect in or insufficiency or want of powers of the any Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such guarantyGuaranty. The agreements of each Guarantor contained in this Section 9 constitute This Guaranty is a continuing guaranty and shall (a) survive any termination of this Loan Agreement and (b) remain in full force and effect until the irrevocable and indefeasible payment in full of, in cash and performance of, of all Guaranteed Obligations and all other amounts payable under this Section 9Guaranty. The agreements of the Guarantors contained in this Section 9 are This Guaranty is made for the benefit of the Agents 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 the Agents and/or the Lenders Administrative Agent or any Lender first to exercise any rights against the Borrower, any Guarantor or any other guarantor 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. The Guarantors irrevocably authorize In the Agents and event that acceleration of the Lenders to take any action in respect time for payment (or the giving of notice of such acceleration) of the Guaranteed Obligations of any Borrower is stayed upon the insolvency, bankruptcy, examination or any collateral reorganization, of such Borrower or guaranties securing them or for any other action that might reason, all such amounts otherwise be deemed a legal or equitable discharge subject to acceleration under the terms of a surety, without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This this Loan Agreement shall be enforceable against immediately due and payable by each Guarantor under the Guarantors (and any of their successors and assigns) to the maximum extent permitted by 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 related case lawGuaranty herein provided.

Effectiveness; Enforcement. The guaranty obligations herein of the Guarantors under this Section 9 Company and each UK Borrower shall be effective and shall be deemed to be made with respect to each Loan made to a Borrower as of the Execution Datetime 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 or of any Guarantora Borrower, and no defect in or insufficiency or want of powers of the any Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such guaranty. The agreements of each Guarantor contained in this Section 9 constitute 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 the irrevocable and indefeasible payment in full of, and performance of, of all Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, and all other amounts payable under this Section 9guaranty. The agreements of the Guarantors contained in this Section 9 are This guaranty is made for the benefit of the Agents 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 the Agents and/or the Lenders Agent or any Bank first to exercise any rights against the Borrower, any Guarantor or any other guarantor 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. The Guarantors irrevocably authorize In the Agents and event that acceleration of the Lenders to take any action in respect 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 any collateral Borrower is stayed upon the insolvency, bankruptcy, examination or guaranties securing them reorganization, of such Borrower or for any other action that might reason, all such amounts otherwise be deemed a legal or equitable discharge subject to acceleration under the terms of a surety, without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This this Credit Agreement shall be enforceable against immediately due and payable by the Guarantors (and any of their successors and assigns) to Company or the maximum extent permitted by fraudulent transfer laws but in no event shall UK Borrowers, as the maximum liability of any Guarantor hereunder exceed case may be, under 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 related case lawherein provided.

Effectiveness; Enforcement. The guaranty obligations of the Guarantors under this Section 9 Agreement shall be effective and shall be deemed to be made with respect to each Loan and each Letter of Credit as of the Execution Datetime 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 or of any GuarantorBorrower, 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 guaranty. The agreements of each Guarantor contained in guaranty under this Section 9 constitute Agreement is a continuing guaranty and shall (a) survive any termination of this Agreement, and (b) remain in full force and effect until the irrevocable and indefeasible payment in full of, and performance of, all Guaranteed Obligations and all other amounts payable under this Section 9Agreement. The agreements of the Guarantors contained Notwithstanding anything set forth in this Section 9 are 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 the Agents Administrative Agent, the Issuing Banks and the Lenders Banks and their 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 the Agents and/or Administrative Agent, the Lenders Issuing Banks or the Banks first to exercise any rights against the 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 said obligations or to elect any other remedy. The Guarantors irrevocably authorize the Agents and the 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 Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This Agreement shall be enforceable against the Guarantors (and any of their successors and assigns) to the maximum extent permitted by 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 related case law.

Effectiveness; Enforcement. The guaranty obligations of the Guarantors under this Section 9 Agreement shall be effective and shall be deemed to be made with respect to each Loan made, each Letter of Credit issued and each Bankers' Acceptance accepted as of the Execution Datetime 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 Borrower or of any GuarantorBorrower, and no defect in or insufficiency or want of powers of the any Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such guaranty. The agreements of each Guarantor contained in guaranty under this Section 9 constitute Agreement is a continuing guaranty and shall (a) survive any termination of this Agreement, and (b) remain in full force and effect until the irrevocable and indefeasible payment in full of, and performance of, all Guaranteed Obligations and all other amounts payable under the guaranty under this Section 9106 -100- Agreement. The agreements of the Guarantors contained Notwithstanding anything set forth in this Section 9 are 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 the Agents Bank Agents, the Issuing Banks and the Lenders Banks and their 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 the Agents and/or Bank Agents, the Lenders Issuing Banks or the Banks first to exercise any rights against the BorrowerBorrowers, 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 said obligations or to elect any other remedy. The Guarantors irrevocably authorize the Agents and the 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 Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This Agreement shall be enforceable against the Guarantors (and any of their successors and assigns) to the maximum extent permitted by 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 related case law.

Effectiveness; Enforcement. The guaranty obligations Guaranty herein of each Guarantor and the Guarantors under this Section 9 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 Execution Datetime 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 or of any Guarantora Borrower, and no defect in or insufficiency or want of powers of the any Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such guarantyGuaranty. The agreements of each Guarantor contained in this Section 9 constitute 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 the irrevocable and indefeasible payment in full of, in cash and performance of, of all Guaranteed Obligations or European Guaranteed Obligations, as the case may be, and all other amounts payable under this Section 9Guaranty. The agreements of the Guarantors contained in this Section 9 are This Guaranty is made for the benefit of the Agents each 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 the Agents and/or the Lenders any Agent, any Issuing Bank or any Lender first to exercise any rights against the Borrower, any Guarantor or any other guarantor 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. The Guarantors irrevocably authorize In the Agents and event that acceleration of the Lenders to take any action in respect 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 any collateral Borrower is stayed upon the insolvency, bankruptcy, examination or guaranties securing them reorganization, of such Borrower or for any other action that might reason, all such amounts otherwise be deemed a legal or equitable discharge subject to acceleration under the terms of a surety, without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This this Credit Agreement shall be enforceable against immediately due and payable by each Guarantor or the Guarantors (and any of their successors and assigns) to Australian Borrower, as the maximum extent permitted by fraudulent transfer laws but in no event shall case may be, under 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 related case lawGuaranty herein provided.

Effectiveness; Enforcement. The guaranty obligations of the Guarantors under this Section 9 shall be effective as of the Execution DateDate and shall be deemed to be made with respect to the Loans as of the time 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 Borrower 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 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 guaranty. The agreements of each Guarantor contained in this Section 9 constitute a continuing guaranty and shall remain in full force and effect until the irrevocable and indefeasible payment in full of, and performance of, all Guaranteed Obligations and all other amounts payable under this Section 9. The agreements of the Guarantors contained in this Section 9 are made for the benefit of the Agents and the Lenders and their 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 the Agents and/or the Lenders first to exercise any rights against the 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. The Guarantors irrevocably authorize the Agents and the 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 Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This Agreement shall be enforceable against the Guarantors (and any of their successors and assigns) to the maximum extent permitted by 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 related case law.

Effectiveness; Enforcement. The guaranty obligations Guaranty herein of each Guarantor, the Guarantors under this Section 9 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 Execution Datetime 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 or of any Guarantora Borrower, and no defect in or insufficiency or want of powers of the any Borrower or any Guarantor or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against such guarantyGuaranty. The agreements of each Guarantor contained in this Section 9 constitute 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 the irrevocable and indefeasible payment in full of, in cash and performance of, of all Guaranteed Obligations, Australian Guaranteed Obligations or UK Guaranteed Obligations, as the case may be, and all other amounts payable under this Section 9Guaranty. The agreements of the Guarantors contained in this Section 9 are This Guaranty is made for the benefit of each Agent, the Agents 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 Agents and/or the Lenders Issuing Bank or any Lender first to exercise any rights against the Borrower, any Guarantor or any other guarantor 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. The Guarantors irrevocably authorize In the Agents and event that acceleration of the Lenders to take any action in respect 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 any collateral Borrower is stayed upon the insolvency, bankruptcy, examination or guaranties securing them reorganization, of such Borrower or for any other action that might reason, all such amounts otherwise be deemed a legal or equitable discharge subject to acceleration under the terms of a surety, without notice to or the consent of the Guarantors and irrespective of any change in the financial condition of any of the Guarantors or the Borrower. This this Credit Agreement shall be enforceable against immediately due and payable by the Guarantors (and any of their successors and assigns) to Guarantor, the maximum extent permitted by fraudulent transfer laws but in no event shall Australian Borrower or the maximum liability of any Guarantor hereunder exceed UK Borrower, as the maximum amount that can be guaranteed by such Guarantor without rendering its guaranty hereunder voidable case may be, 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 related case lawGuaranty herein provided.