Common use of Guaranty of Guaranteed Obligations Clause in Contracts

Guaranty of Guaranteed Obligations. As an inducement to Lender to make the Loans or otherwise extend credit and other financial accommodations to Borrowers under the Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following obligations when due, whether at stated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”): all indebtedness, liabilities and other obligations now or hereafter owing by Borrowers to Lender under or in connection with the Loan Agreement and any other Loan Document (including, without limitation, all Obligations as defined thereunder), whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any of the foregoing, filing fees, and any other sums chargeable to Borrowers or any Guarantor under this Guaranty Agreement or any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other Person.

Guaranty of Guaranteed Obligations. As an inducement (i) Each Guarantor other than the Borrower unconditionally guarantees to Lender to make the Loans or otherwise extend credit Collateral Agent, jointly with the other Guarantors and other financial accommodations to Borrowers under severally, as a primary obligor and not merely as a surety, the Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocably, due and absolutely guarantee to Lender the prompt and full punctual payment and performance of the following obligations when dueObligations other than the Excluded Hedge Obligations and (ii) the Borrower joins this Guarantee to guarantee unconditionally to the Collateral Agent, whether at stated maturityas a primary obligor and not merely as a surety, by acceleration the due and punctual payment and performance of the Obligations comprising Hedging Obligations under any Secured Hedge Transactions (but excluding, for the avoidance of doubt, any Excluded Hedge Obligation) between a Hedge Bank and any other Guarantor or otherwise any Restricted Subsidiary of the Borrower or Cash Management Obligations under any Secured Cash Management Agreements between a Cash Management Bank and any other Guarantor or any Restricted Subsidiary of the Borrower (collectively, the “Guaranteed Obligations”): all indebtedness) for the ratable benefit of the Secured Parties (which, liabilities and other obligations now or hereafter owing by Borrowers for the avoidance of doubt, are each of the following: the Administrative Agent, the Collateral Agent, each Issuing Bank, each Lender, each Hedge Bank that is party to Lender under or in connection with the Loan any Secured Hedge Transaction, each Cash Management Bank that is a party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to Section 12.2 of the Credit Agreement by the Administrative Agent with respect to matters relating to the Credit Documents or by the Collateral Agent with respect to matters relating to any Security Document). Anything herein or any other Loan Credit Document (including, without limitation, all Obligations as defined thereunder), whether or not evidenced by any note or other instrument or documentagreement evidencing the Guaranteed Obligations to the contrary notwithstanding, whether arising from or in connection with a loan, extension the maximum liability of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, each Guarantor hereunder and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any of the foregoing, filing fees, and under any other sums chargeable to Borrowers Credit Document or any Guarantor under this Guaranty Agreement or any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of agreement evidencing the Guaranteed Obligations shall in no event exceed the amount that can be limited guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state Requirements of Law relating to a maximum aggregate amount equal fraudulent conveyances, fraudulent transfers or the insolvency of debtors. Each Guarantor further agrees that the Guaranteed Obligations may be extended, modified, amended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension, modification, amendment or renewal of any Guaranteed Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other PersonCredit Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

Guaranty of Guaranteed Obligations. As an inducement You unconditionally guarantee to Lender to make the Loans or otherwise extend credit and other financial accommodations to Borrowers under the Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocablyUs, and absolutely guarantee to Lender each of Our successors, endorsees, transferees and assigns, the prompt and full payment and performance of the following obligations when due, (whether at stated maturity, by acceleration or otherwise otherwise) and performance of the Secured Obligations of Borrower (collectively, such Secured Obligations of Borrower referred to as the “Guaranteed Obligations”): all indebtedness). Notwithstanding any provision herein contained to the contrary, liabilities Your liability under this Guaranty shall be limited to an amount not to exceed the amount that could be claimed by Us without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, any right of contribution or indemnification that You may have. You agree that this Guaranty is a guaranty of payment and other performance and not of collection, and that Your obligations now under this Guaranty shall be primary, absolute and unconditional, irrespective of, and, to the fullest extent permitted by applicable law, unaffected by, until the Termination Date: (a) the genuineness, validity, regularity, enforceability or hereafter owing by Borrowers to Lender under any future amendment of or change in connection with the Loan Agreement and this Guaranty, any other Loan Document or any other agreement, document or Instrument to which either You or Borrower is or may become a party; (including, without limitation, all Obligations as defined thereunder), whether b) the absence of any action to enforce this Guaranty or not evidenced any other Loan Document or the waiver or consent by any note or other instrument or document, whether arising from or in connection Us with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or respect to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any of the foregoingprovisions thereof; (c) the existence, filing feesvalue or condition of, and or the failure to perfect Our Lien against, any other sums chargeable to Borrowers Collateral for the Secured Obligations or any Guarantor under this Guaranty Agreement action, or any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), absence of any rights action, by Us in respect thereof (including the release of Guarantors to contribution, indemnity, and/or subrogation from any Borrower such Collateral); (d) Your or any other Person.Borrower’s insolvency; or

Guaranty of Guaranteed Obligations. As an inducement You unconditionally guarantee to Lender to make the Loans or otherwise extend credit and other financial accommodations to Borrowers under the Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocablyUs, and absolutely guarantee to Lender each of Our successors, endorsees, transferees and assigns, the prompt and full payment and performance of the following obligations when due, (whether at stated maturity, by acceleration or otherwise otherwise) and performance of the Secured Obligations of Borrower (collectively, such Secured Obligations of Borrower referred to as the “Guaranteed Obligations”): all indebtedness). Notwithstanding any provision herein contained to the contrary, liabilities Your liability under this Guaranty shall be limited to an amount not to exceed the amount that could be claimed by Us without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, any right of contribution or indemnification that You may have. You agree that this Guaranty is a guaranty of payment and other performance and not of collection, and that Your obligations now under this Guaranty shall be primary, absolute and unconditional, irrespective of, and, to the fullest extent permitted by applicable law, unaffected by, until the Termination Date: (a) the genuineness, validity, regularity, enforceability or hereafter owing by Borrowers to Lender under any future amendment of or change in connection with the Loan Agreement and this Guaranty, any other Loan Document or any other agreement, document or Instrument to which either You or Borrower is or may become a party; (including, without limitation, all Obligations as defined thereunder), whether b) the absence of any action to enforce this Guaranty or not evidenced any other Loan Document or the waiver or consent by any note or other instrument or document, whether arising from or in connection Us with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or respect to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any of the foregoingprovisions thereof; (c) the existence, filing feesvalue or condition of, and or the failure to perfect Our Lien against, any Collateral for the Secured Obligations or any action, or the absence of any action, by Us in respect thereof (including the release of any such Collateral); (d) Your or Borrower’s insolvency; or (e) any other sums chargeable to Borrowers action or any Guarantor circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor until the Secured Obligations (other than unasserted contingent indemnification Secured Obligations) are paid in full in Cash; it being agreed by You that Your obligations under this Guaranty Agreement shall not be discharged until the Termination Date. You shall be regarded, and shall be in the same position, as a principal obligor with respect to the Guaranteed Obligations. You expressly waive any right that You may now or in the future have to require Us to, and We shall have no liability to, first pursue or enforce against Borrower, the Borrower Collateral or any of the other properties or assets of Borrower, the Borrower Collateral, the Collateral, or any other security, guaranty, or pledge that may now or hereafter be held by Us for the Secured Obligations or for the Guaranteed Obligations, or to apply such security, guaranty, or pledge to the Secured Obligations or to the Guaranteed Obligations, or to pursue any other remedy in Our power that You may or may not be able to pursue Yourself and that may lighten Your burden, before proceeding against the Pledged Collateral. You agree that any notice or directive given at any time to Us that is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Us, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless We have specifically agreed otherwise in writing. Each of the Parties acknowledges and agrees that the foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and that, but for this Guaranty and such waivers, We would decline to enter into the Loan Agreement and the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets PLAIN ENGLISH LIMITED RECOURSE CONTINUING GUARANTY (as determined under the applicable provisions of such lawsGEVO DEVELOPMENT), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other Person.

Guaranty of Guaranteed Obligations. As an inducement Guarantor hereby unconditionally guarantees to Lender to make the Loans or otherwise extend credit Agent and other financial accommodations to Borrowers under the Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocablyLenders, and absolutely guarantee to Lender their respective successors, endorsees, transferees and assigns, the prompt and full payment and performance of the following obligations when due, (whether at stated maturity, by acceleration or otherwise otherwise) and performance of the Obligations (collectively, hereinafter the “Guaranteed Obligations”): all indebtedness). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, liabilities and other that its obligations now under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or hereafter owing by Borrowers to Lender under any future amendment of, or change in connection with the Loan Agreement and this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect Agent’s Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, all Obligations as defined thereunderthe release of any such security), whether ; or (d) the insolvency of any Credit Party; or (e) any other action or not evidenced by any note circumstances which might otherwise constitute a legal or other instrument equitable discharge or document, whether arising from or in connection with a loan, extension of credit, issuance defense of a letter of creditsurety or guarantor, acceptanceit being agreed by Guarantor that its obligations under this Guaranty shall not be discharged until the Termination Date. Guarantor shall be regarded, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondaryand shall be in the same position, as principal debtor with respect to the Guaranteed Obligations. Guarantor agrees that any notice or guarantordirective given at any time to Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Agent and Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless Agent and including all principalLenders have specifically agreed otherwise in writing. It is agreed among Guarantor, interest, charges, costs, fees, expenses, including costs, fees Agent and expenses of attorneys employed or engaged by Lender in connection with any Lenders that the foregoing waivers are of the foregoingessence of the transaction contemplated by the Loan Documents and that, filing fees, and any other sums chargeable to Borrowers or any Guarantor under but for this Guaranty Agreement or any of and such waivers, Agent and Lenders would decline to enter into the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other PersonCredit Agreement.

Guaranty of Guaranteed Obligations. As an inducement Each Guarantor jointly and severally with each other and any subsequent guarantor hereby (i) unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the due and punctual payment in full when due to Lender to make the Loans or otherwise extend credit and other financial accommodations to Borrowers under the Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following obligations when duea Lender, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise (collectivelyotherwise, of all of the “Guaranteed Obligations”): all indebtednessObligations of the Company to such Lender, liabilities and other obligations now or hereafter owing by Borrowers to Lender existing under or in connection with the Loan Agreement and any other Loan Document Transaction Document, whether for principal, interest (including, without limitation, all Obligations as defined thereundercapitalized interest and all interest that accrues after the commencement of any proceeding commenced by or against any Loan Party under any provision of the United States Bankruptcy Code or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (each such proceeding, an “Insolvency Proceeding ”), irrespective of whether or not evidenced by any note or other instrument or document, whether arising from or a claim therefor is allowed in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costssuch Insolvency Proceeding), fees, expensescommissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Company, being the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including costs, reasonable counsel fees and expenses expenses) incurred by any of attorneys employed the Lenders or engaged by Lender the Collateral Agent in connection with enforcing any of their rights under this Guaranty. Without limiting the generality of the foregoing, filing fees, and any other sums chargeable each Guarantor’s liability shall extend to Borrowers or any Guarantor under this Guaranty Agreement or any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount all amounts that constitute part of the Guaranteed Obligations shall and would be limited owed by the Company to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined Lender under the applicable provisions Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other Personan Insolvency Proceeding involving the Company.

Guaranty of Guaranteed Obligations. As an inducement You unconditionally guarantee to Lender to make the Loans or otherwise extend credit and other financial accommodations to Borrowers under the Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocablyUs, and absolutely guarantee to Lender each of Our successors, endorsees, transferees and assigns, the prompt and full payment and performance of the following obligations when due, (whether at stated maturity, by acceleration or otherwise otherwise) and performance of the Secured Obligations of Borrower (collectively, such Secured Obligations of Borrower referred to as the “Guaranteed Obligations”): all indebtedness). Notwithstanding any provision herein contained to the contrary, liabilities Your liability under this Guaranty shall be limited to an amount not to exceed the amount that could be claimed by Us without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, any right of contribution or indemnification that You may have. You agree that this Guaranty is a guaranty of payment and other performance and not of collection, and that Your obligations now under this Guaranty shall be primary, absolute and unconditional, irrespective of, and, to the fullest extent permitted by applicable law, unaffected by, until the Termination Date: (a) the genuineness, validity, regularity, enforceability or hereafter owing by Borrowers to Lender under any future amendment of or change in connection with the Loan Agreement and this Guaranty, any other Loan Document or any other agreement, document or Instrument to which either You or Borrower is or may become a party; (including, without limitation, all Obligations as defined thereunder), whether b) the absence of any action to enforce this Guaranty or not evidenced any other Loan Document or the waiver or consent by any note or other instrument or document, whether arising from or in connection Us with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or respect to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any of the foregoingprovisions thereof; (c) the existence, filing feesvalue or condition of, and or the failure to perfect Our Lien against, any Collateral for the Secured Obligations or any action, or the absence of any action, by Us in respect thereof (including the release of any such Collateral); (d) Your or Borrower’s insolvency; or (e) any other sums chargeable to Borrowers action or any Guarantor circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor until the Secured Obligations (other than unasserted contingent indemnification Secured Obligations) are paid in full in Cash; it being agreed by You that Your obligations under this Guaranty Agreement shall not be discharged until the Termination Date. You shall be regarded, and shall be in the same position, as a principal obligor with respect to the Guaranteed Obligations. You expressly waive any right that You may now or in the future have to require Us to, and We shall have no liability to, first pursue or enforce against Borrower, the Borrower Collateral or any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty properties or assets of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contraryBorrower, the amount of Borrower Collateral, the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable LawsCollateral, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other Personsecurity, guaranty, or pledge that may now or hereafter be held by Us for the Secured Obligations or for the Guaranteed Obligations, or to apply such security, guaranty, or pledge to the Secured Obligations or to the Guaranteed Obligations, or to pursue any other remedy in Our power that You may or may not be able to pursue Yourself and that may lighten Your burden, before proceeding against the Pledged Collateral. You agree that any notice or directive given at any time to Us that is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Us, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless We have specifically agreed otherwise in writing. Each of the Parties acknowledges and agrees that the foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and that, but for this Guaranty and such waivers, We would decline to enter into the Loan Agreement and the other Loan Documents.

Guaranty of Guaranteed Obligations. As an inducement (a) Guarantor acknowledges that it is in Guarantor's best interests to Lender execute this Guaranty as Guarantor will derive substantial direct and indirect benefits from the advances provided by the Lenders to make Borrower under the Loans Revolving Loan Agreement. (b) Guarantor absolutely, irrevocably and unconditionally guarantees and promises to pay to Agent, on behalf of Lenders, and its successors, endorsees, transferees and assigns, on demand in lawful money of the United States of America, any and all obligations of Borrower to Lenders or otherwise extend credit Agent (of any type whatsoever, including principal, interest, costs, fees, and other financial accommodations to Borrowers under the Loan Agreement, each Guarantor, for value received, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following obligations when due, whether at stated maturity, by acceleration or otherwise (collectively, the “Guaranteed Obligations”): all indebtedness, liabilities and other obligations now or hereafter owing by Borrowers to Lender under charges) arising from or in connection with the Revolving Loan Agreement and any other Loan Document Documents referred to in the Revolving Loan Agreement. (including, without limitation, all Obligations The obligations of Borrower to Agent and Lenders under the Revolving Loan Agreement and the other Loan Documents are hereafter referred to as defined thereunderthe "Obligations" and the obligations of Guarantor to Agent hereunder are hereafter referred to as the "Guaranteed Obligations"), whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any of . Notwithstanding the foregoing, filing fees, the maximum amount that Agent may recover from Guarantor hereunder shall be a fluctuating amount with a minimum of the lesser of Fifteen Million Dollars ($15,000,000) or the amount actually drawn on the Facility and a maximum of Twenty One Million Five Hundred Thousand Dollars ($21,500,000) plus interest ---- on the foregoing at the "Default Rate" (as defined in the Revolving Loan Agreement) from the date of demand therefor until payment by Guarantor plus any other sums chargeable ---- amounts owed by Guarantor to Borrowers or any Guarantor under Agent pursuant to Section 16.1 hereof. The actual amount of this Guaranty Agreement or any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrarydetermined as follows: (a) if there are no Eligible Extended Accounts outstanding, the amount of this Guaranty will be the Guaranteed Obligations lesser of $15,000,000 or the amount drawn on the Facility: or (b) if there are Eligible Extended Accounts outstanding, then the amount of this Guaranty will be the greater of (i) $15,000,000 or (ii) the Revolving Loan outstanding balance less sixty percent (60%) of the Bulk Sugar Value of Eligible Inventory plus the balance of Borrower's Funds Held Account, provided, however, that under no circumstances shall the amount of this Guaranty exceed the lesser of $21,500,000 or the amount drawn on the Facility. The existence and value of Eligible Extended Accounts and the value of the Bulk Sugar contained in Eligible Inventory shall be limited determined from the Borrower's Borrowing Base Certificates delivered to Agent pursuant to Sections 2.14 and 6.6(c) of the Revolving Loan Agreement. Should Borrower fail to deliver said Borrowing Base Certificates to Agent as required, the amount of this Guaranty shall be $21,500,000. The Guarantor may reduce the amount of its guarantee, under any of the above calculations, by providing a maximum aggregate amount equal letter of credit to the largest amount that would not render this Guaranty Agreement subject to avoidance as Lenders in a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, form and after giving effect through an institution acceptable to the value, as assets (as determined under the applicable provisions of such laws), Lenders. The termination or revocation of any rights letter of Guarantors to contributioncredit shall, indemnityhowever, and/or subrogation from any Borrower or any other Personreinstate the Floating Guarantee as provided for in this clause.

Guaranty of Guaranteed Obligations. This Guaranty Agreement is executed by the Guarantors pursuant to the Credit Agreement and is for the benefit of the Administrative Agent, the Lenders and the other Secured Parties. As an inducement to Lender the Lenders to make the Loans or otherwise and extend and continue to extend credit and other financial accommodations to Borrowers the Borrower under the Loan AgreementDocuments, each Guarantorto the Issuing Lender to provide Letters of Credit as provided by the Credit Agreement and to the other Secured Parties to make financial accommodations to the Borrower and/or its Subsidiaries, for value received, does each Guarantor hereby jointly and severally, and unconditionally, irrevocablyirrevocably and absolutely, guarantees to the Administrative Agent, the Lenders and absolutely guarantee to Lender the other Secured Parties, the prompt and full payment and performance of all of the following obligations Guaranteed Obligations, when due, whether due or declared to be due and at stated maturityall times thereafter. Each Guarantor and, by acceleration or otherwise (collectivelyits acceptance of this Guaranty Agreement, the “Guaranteed Obligations”): all indebtednessAdministrative Agent, liabilities on behalf of itself and the Lenders and the other obligations now or hereafter owing by Borrowers to Lender under or in connection with Secured Parties, hereby confirms that it is the Loan intention of such Persons that this Guaranty Agreement and any other Loan Document (including, without limitation, all Obligations as defined thereunder), whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any the obligations of the foregoingGuarantors hereunder not constitute a fraudulent transfer or conveyance for the purposes of any Insolvency Proceeding, filing feesthe Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Agreement and any other sums chargeable to Borrowers or the obligations of the Guarantors hereunder. To effectuate the foregoing intention, each of the Administrative Agent and the Guarantors hereby agrees that the obligations of any Guarantor under this Guaranty Agreement or at any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations time shall be limited to a the maximum aggregate amount equal to the largest amount that would as will not render result in such obligations of such Guarantor hereunder or this Guaranty Agreement subject to avoidance as a constituting an unenforceable fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other Personfraudulent conveyance.

Guaranty of Guaranteed Obligations. As an inducement The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender to make the Loans or otherwise extend credit and other financial accommodations to Borrowers under the Loan Agreement, each GuarantorAdministrative Agent, for value receivedthe benefit of the Lenders and the Permitted Swap Counterparties, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following Obligations and, subject to Section 24, all obligations when dueof the Borrower under any Swap Agreement (including any swap, whether at stated maturitycap or collar agreement or similar arrangement, a “Permitted Swap Agreement”) entered into by acceleration or otherwise the Borrower with any Permitted Swap Counterparty to mitigate interest rate risks under the Loan Agreement (collectively, the “Guaranteed Obligations”): all indebtedness) as and when the same shall be due and payable, liabilities whether by lapse of time, by acceleration of maturity or otherwise. For the purposes of this Guaranty, a “Permitted Swap Counterparty” shall mean any Person that, at the time that such Person enters into, or otherwise becomes a party to, the applicable Permitted Swap Agreement, is a Lender (or an Affiliate of a Lender). The Guarantor hereby absolutely, irrevocably and other obligations now or hereafter owing by Borrowers to Lender under or in connection with unconditionally covenants and agrees that it is liable, jointly and severally, for the Loan Agreement and any other Loan Document (including, without limitation, all Guaranteed Obligations as defined thereunder), whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantorobligor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees that the Guarantor shall fully perform each and expenses of attorneys employed or engaged by Lender in connection with any of the foregoing, filing fees, every term and any other sums chargeable to Borrowers or any Guarantor under this Guaranty Agreement or any of the other Loan Documentsprovision hereof. This Guaranty Agreement is a guaranty of payment and not of collection only. Neither Administrative Agent nor any Lender shall be an absoluterequired to exhaust any right or remedy or take any action against Borrower or any other person or entity. The Guarantor agrees that, unconditionalas between Guarantor and Administrative Agent and the Lenders, irrevocable, the Guaranteed Obligations may be declared to be due and continuing unlimited guaranty payable for the purposes of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Xxxxxxxx and that in the contraryevent of a declaration or attempted declaration, the amount of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to immediately become due and payable by the largest amount that would not render Guarantor for the purposes of this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other PersonGuaranty.

Guaranty of Guaranteed Obligations. As an inducement The Guarantor hereby unconditionally guarantees to Lender to make the Loans or otherwise extend credit and other financial accommodations to Borrowers under the Loan AgreementObligees, each Guarantor, for value received, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following obligations when due, (whether at stated maturity, by acceleration or otherwise otherwise) and performance of the Company’s and each Subsidiary Guarantor’s obligations as and when due and owing to the Obligees under and in accordance with the Transaction Agreements (collectivelyhereinafter, the “Guaranteed Obligations”): all indebtedness). The Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, liabilities and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by, to the fullest extent permitted by Law: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty (other obligations now than amendments or hereafter owing by Borrowers changes made to Lender under this Guaranty in accordance with the terms hereof), any other Transaction Agreement or any other agreement, document or instrument to which the Guarantor, Company or any Subsidiary Guarantor is or may become a party in connection with the Loan Agreement and Transaction Agreements or the transactions contemplated thereby, or any amendment or change in any of the foregoing made in accordance with the terms thereof; (b) the absence of any action to enforce this Guaranty or any other Loan Document Transaction Agreement or the waiver or consent by Agent and/or any other Obligees with respect to any of the provisions hereof (except to the extent of such waiver or consent) or thereof; (c) the existence, value or condition of, or failure to perfect its Lien against any collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, all Obligations as defined thereunderthe release of any such security), whether ; (d) the insolvency of any member of the Company Group; or (e) any other action or not evidenced by any note circumstances which might otherwise constitute a legal or other instrument equitable discharge or document, whether arising from or in connection with a loan, extension of credit, issuance defense of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal surety or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged ; it being agreed by Lender in connection with any of the foregoing, filing fees, and any other sums chargeable to Borrowers or any Guarantor that its obligations under this Guaranty Agreement or any shall not be discharged until the date upon which each of the other Loan DocumentsCompany and each Subsidiary Guarantor has performed in full all of its obligations arising pursuant to the Transaction Agreements in accordance with the terms thereof (the “Termination Date”). This Guaranty Agreement is The Guarantor shall be regarded, and shall be an absolutein the same position, unconditional, irrevocable, and continuing unlimited guaranty of payment, as a primary obligor and not solely of collectionas a surety. Notwithstanding anything The Guarantor agrees that any notice or directive given at any time to Agent that is inconsistent with the waiver in Section 2.1(b) shall be null and void and may be ignored by Agent and Obligees, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty Agreement to for the contraryreason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless Agent and Obligees have specifically agreed otherwise in writing. It is agreed among the amount Guarantor, Agent and Obligees that the foregoing waivers are of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to essence of the largest amount that would not render transactions contemplated by the Transaction Agreements and that, but for this Guaranty Agreement subject and such waivers, Obligees would decline to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to enter into the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other PersonTransaction Agreements.

Guaranty of Guaranteed Obligations. As an inducement Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender to make Agent for the Loans or otherwise extend credit ratable benefit of the Lenders and other financial accommodations to Borrowers under the Loan Agreementtheir respective successors, each Guarantorendorsees, for value receivedtransferees and assigns, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following obligations when due, (whether at stated maturity, by acceleration or otherwise otherwise) and performance of the Obligations (collectively, the “"Guaranteed Obligations”): all indebtedness"). Each Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, liabilities and other that its obligations now under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or hereafter owing by Borrowers to Lender under any future amendment of, or in connection with the Loan Agreement and change in, this Guaranty, any other Loan Document or any other agreement, document or instrument to which any Credit Party and/or such Guarantor is or may become a party; (b) the absence of any action to enforce this Guaranty or any other Loan Document or the waiver or consent by Agent and/or Lenders with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect Agent's Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by Agent in respect thereof (including, without limitation, all Obligations as defined thereunderthe release of any such security), whether ; (d) the insolvency of any Credit Party; or (e) any other action or not evidenced by any note circumstances which might otherwise constitute a legal or other instrument equitable discharge or document, whether arising from or in connection with a loan, extension of credit, issuance defense of a letter of creditsurety or guarantor, acceptanceit being agreed by each Guarantor that its obligations under this Guaranty shall not be discharged until the Termination Date. Each Guarantor shall be regarded, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondaryand shall be in the same position, as principal debtor with respect to the Guaranteed Obligations. Each Guarantor agrees that any notice or guarantordirective given at any time to Agent which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Agent and Lenders and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless Agent and including all principalLenders have specifically agreed otherwise in writing. It is agreed among each Guarantor, interest, charges, costs, fees, expenses, including costs, fees Agent and expenses of attorneys employed or engaged by Lender in connection with any Lenders that the foregoing waivers are of the foregoingessence of the transaction contemplated by the Loan Documents and that, filing fees, and any other sums chargeable to Borrowers or any Guarantor under but for this Guaranty Agreement or any of and such waivers, Agent and Lenders would decline to enter into the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other PersonCredit Agreement.

Guaranty of Guaranteed Obligations. As an inducement Guarantor hereby unconditionally guarantees to the Lender to make the Loans or otherwise extend credit and other financial accommodations to Borrowers under the Loan Agreementits successors, each Guarantortransferees and assigns, for value receivedas primary obligor and not merely as surety, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following obligations when due, (whether at stated maturity, by acceleration or otherwise otherwise) and performance of the Obligations of the Borrower under the Loan Documents outstanding from time to time (collectivelyhereinafter, the “Guaranteed Obligations”): all indebtedness). Guarantor hereby agrees that, liabilities and other obligations now in the event the Borrower fails to pay or hereafter owing by Borrowers to Lender under or perform any of the Guaranteed Obligations when due in connection accordance with the Loan Agreement Documents for any reason whatsoever, the Guarantor will immediately pay or perform or cause to be paid or performed such Guaranteed Obligations, including immediate payment to the Lender of the entire outstanding Guaranteed Obligations due and owing to the Lender at such time. Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the invalidity, irregularity or unenforceability (in whole or in part) of, or any future amendment of or change in any other Loan Document or any other agreement, document or instrument to which the Borrower and/or Guarantor is or may become a party; (b) the absence of any action to enforce any other Loan Document or the waiver or consent by the Lender with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect the Lender’s Lien against, any Collateral for the Guaranteed Obligations or any action, or the absence of any action, by the Lender in respect thereof (including, without limitation, all Obligations as defined thereunderthe release or substitution of any such security), whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any ; (d) the insolvency of the foregoing, filing fees, and any other sums chargeable to Borrowers or any Guarantor under this Guaranty Agreement or any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other Person, or any Insolvency Proceeding with respect to the Borrower or any other Person or the Lender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations; (e) the benefit of or right to assert any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof to the extent permitted by law; (f) any defense arising by reason of any lack of corporate or other authority or any other defense of the Borrower, the Guarantor or any other Person; (g) any defense based upon the Lender’s errors or omissions in the administration of the Guaranteed Obligations; (h) any merger, acquisition, consolidation or change in structure or ownership of or involving the Borrower, the Guarantor or any other Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Borrower, the Guarantor or any other Person; (i) any claim, defense (other than the defense of prior performance), counterclaim or setoff that the Borrower, the Guarantor or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents or any failure by the Borrower to pay any fee or other amount payable by the Borrower to the Guarantor; (j) any other guarantee, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrower to the Lender or any other collateral security furnished, whether by the Guarantor or any other Person, to secure all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrower to the Lender; or (k) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by Guarantor and the Lender that Guarantor’s obligations under this Guaranty shall not be discharged except by the indefeasible payment and performance in full of the Guaranteed Obligations and the obligations hereunder. Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations. This Guaranty is a separate obligation of Guarantor, independent of the obligations of Borrower under the Loan Agreement. A separate action may be bought to enforce this Guaranty whether or not Borrower is made a party to such action. If acceleration of the time for payment of any Guaranteed Obligation is stayed by reason of any Insolvency Proceeding with respect to the Borrower or otherwise, the Guarantor agrees that, for purposes of this Guaranty, such Guaranteed Obligations shall nonetheless be payable by the Guarantor hereunder immediately upon demand by the Lender.

Guaranty of Guaranteed Obligations. As an inducement Guarantor hereby unconditionally guarantees to Lender to make the Loans or otherwise extend credit each Investor, its successors, endorsees, transferees and other financial accommodations to Borrowers under the Loan Agreementassigns, each Guarantor, for value received, does hereby unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following obligations when due, (whether at stated maturity, by acceleration or otherwise otherwise) and performance of any and all indebtedness (collectively, the “Guaranteed Obligations”): all indebtednesswhether principal or interest), liabilities and other obligations of Vyteris under the Debentures owned by such Investor now existing or hereafter owing by Borrowers arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several or joint and several, and to Lender pay all fees, indemnities, costs and expenses (including reasonable attorneys' fees) provided for in this Guaranty (collectively, the "Guaranteed Obligations"). Guarantor agrees that this Guaranty is a guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in connection with the Loan Agreement and this Guaranty or any other Loan Transaction Document now existing or hereafter arising; (b) the absence of any action to enforce this Guaranty or any other Transaction Document, or the waiver or consent by an Investor with respect to any of the provisions thereof; (c) the existence, value or condition of, or failure to perfect a Lien (as defined below) against, any collateral ("Collateral") for the Guaranteed Obligations or any action, or the absence of any action, by an Investor in respect thereof (including, without limitation, all Obligations as defined thereunderthe release of any such security); (d) the insolvency of Vyteris, whether Guarantor or not evidenced by any note other party; or (e) any other action or other instrument circumstances which might otherwise constitute a legal or document, whether arising from equitable discharge or in connection with a loan, extension of credit, issuance defense of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal surety or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged . it being agreed by Lender in connection with any of the foregoing, filing fees, and any other sums chargeable to Borrowers or any Guarantor that its obligations under this Guaranty Agreement or any of shall not be discharged until the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount satisfaction of the Guaranteed Obligations in full. Guarantor shall be limited to a maximum aggregate amount equal regarded, and shall be in the same position, as principal debtor with respect to the largest amount that would not render this Guaranty Agreement subject to avoidance as a fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other PersonGuaranteed Obligations.

Guaranty of Guaranteed Obligations. This Guaranty Agreement is executed by the Guarantors pursuant to the Credit Agreement and is for the benefit of the Administrative Agent, the Lenders and the other Secured Parties. As an inducement to Lender the Lenders to make the Loans or otherwise and extend and continue to extend credit and other financial accommodations to Borrowers the Borrower under the Loan AgreementDocuments, each Guarantorto the Issuing Lender to provide Letters of Credit as provided by the Credit Agreement and to the other Secured Parties to make financial accommodations to the Borrower and/or its Subsidiaries, for value received, does each Guarantor hereby jointly and severally, and unconditionally, irrevocablyirrevocably and absolutely, guarantees to the Administrative Agent, the Lenders and absolutely guarantee to Lender the other Secured Parties the prompt and full payment and performance of all of the following obligations Guaranteed Obligations when due, whether due or declared to be due and at stated maturityall times thereafter. Each Guarantor and, by acceleration or otherwise (collectivelyits acceptance of this Guaranty Agreement, the “Guaranteed Obligations”): all indebtednessAdministrative Agent, liabilities on behalf of itself and the Lenders and the other obligations now or hereafter owing by Borrowers to Lender under or in connection with Secured Parties, hereby confirms that it is the Loan intention of such Persons that this Guaranty Agreement and any other Loan Document (including, without limitation, all Obligations as defined thereunder), whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any the obligations of the foregoingGuarantors hereunder not constitute a fraudulent transfer or conveyance for the purposes of any Insolvency Proceeding, filing feesthe Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Agreement and any other sums chargeable to Borrowers or the obligations of the Guarantors hereunder. To effectuate the foregoing intention, each of the Administrative Agent and the Guarantors hereby agrees that the obligations of any Guarantor under this Guaranty Agreement or at any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations time shall be limited to a the maximum aggregate amount equal to the largest amount that would as will not render result in such obligations of such Guarantor hereunder or this Guaranty Agreement subject to avoidance as a constituting an unenforceable fraudulent transfer or conveyance under any Applicable Laws, after giving effect to all other liabilities of Guarantors, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), of any rights of Guarantors to contribution, indemnity, and/or subrogation from any Borrower or any other Personfraudulent conveyance.

Guaranty of Guaranteed Obligations. This Guaranty Agreement is executed by each Guarantor pursuant to the Credit Agreement and is for the benefit of the Agents and the Lenders. As an inducement to Lender the Lenders to make the Loans or otherwise and extend and continue to extend credit and other financial accommodations to the Borrowers (in the case of any Guarantor that is a Borrower, other than to such Guarantor) under the Loan AgreementCredit Documents and to cause the Issuing Lender to provide Letters of Credit as provided by the Credit Agreement (in the case of any Guarantor that is a Borrower, other than for the account of such Guarantor), each Guarantor, for value received, does hereby jointly and severally, unconditionally, irrevocably, and absolutely guarantee to Lender the prompt and full payment and performance of the following obligations Guaranteed Obligations when duedue and at all times thereafter; provided, whether at stated maturityhowever, by acceleration or otherwise (collectively, the “Guaranteed Obligations”): all indebtedness, liabilities and other obligations now or hereafter owing by Borrowers to Lender under or in connection with the Loan Agreement and any other Loan Document (including, without limitation, all Obligations as defined thereunder), whether or not evidenced by any note or other instrument or document, whether arising from or in connection with a loan, extension of credit, issuance of a letter of credit, acceptance, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, costs, fees, expenses, including costs, fees and expenses of attorneys employed or engaged by Lender in connection with any of the foregoing, filing fees, and any other sums chargeable to Borrowers or any Guarantor that each Guarantor's liability under this Guaranty Agreement or any of the other Loan Documents. This Guaranty Agreement is and shall be an absolute, unconditional, irrevocable, and continuing unlimited guaranty of payment, and not solely of collection. Notwithstanding anything in this Guaranty Agreement to the contrary, the amount of the Guaranteed Obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render this Guaranty Agreement its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under any Applicable LawsRequirement of Law, in each case after giving effect to all other liabilities of Guarantorssuch Guarantor, contingent or otherwise, that are relevant under such laws, and after giving effect to the value, as assets (as determined under the applicable provisions of such laws), ) of any rights of Guarantors such Guarantor to contribution, indemnity, and/or subrogation from any Borrower or other Person pursuant to any Requirement of Law or any agreement providing for an equitable allocation among such Guarantor, any Borrower, and any such other PersonPerson of their respective obligations thereunder.