Common use of Guaranty of Obligations Clause in Contracts

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of Supplier’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in and in accordance with the FSA), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA and giving effect to any applicable grace period, and, provided only that the Creditor is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Creditor’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth in Article 10 of the FSA shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guaranteesguarantees as primary obligor and not as a surety, with effect from date hereof, the prompt and complete payment in immediately available funds in the United States when due of all of SupplierSeller’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in present or future, direct or indirect, secured or unsecured, fixed or contingent and in accordance with the FSA)whenever due, whether on scheduled payment dates, when due upon demand, upon declaration of termination on a Termination Payment Date or otherwise) under the SMA(s), as well as, all reasonable out-of-pocket costs and expenses incurred by Buyer in accordance with the terms enforcement of the FSA Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and giving effect to any applicable grace periodexpenses (collectively, and, the “Obligations”) provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”)Buyer. [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth in Article 10 of the FSA shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of SupplierSeller’s payment obligations under the FSA SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor Buyer by Supplier Seller as defined in and in accordance with the FSASMA(s)) , including, but not limited to AEPS obligations, whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA SMA(s) and giving effect to any applicable grace period, and, provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and CreditorBuyer, all reasonable out-of-pocket costs and expenses incurred by Creditor Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] 1. May we make the following change to the Unconditional Guaranty? (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of Seller’s payment obligations under SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Buyer by Seller as defined in and in accordance with SMA(s)), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of SMA(s) and giving effect to any applicable grace period, and, provided only that the Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Buyer, all reasonable out-of-pocket costs and expenses incurred by Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”); provided, however, that in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive or tort damages. [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Buyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] 2. May we make the following change to the Unconditional Guaranty? (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, upon written demand, the prompt and complete payment when due of all of Seller’s payment obligations under SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Buyer by Seller as defined in and in accordance with SMA(s)), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of SMA(s) and giving effect to any applicable grace period, and, provided only that the Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Buyer, all reasonable out-of-pocket costs and expenses incurred by Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”) [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Buyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] 3. May we make the following change to the Unconditional Guaranty? (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of Seller’s payment obligations under SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Buyer by Seller as defined in and in accordance with SMA(s)) , including, but not limited to AEPS obligations, whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of SMA(s) and giving effect to any applicable grace period, and, provided only that the Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Buyer, all reasonable out-of-pocket costs and expenses incurred by Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Buyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier Seller set forth in Article 10 of the FSA SMA(s) shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of SupplierSeller’s payment obligations under the FSA SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor Buyer by Supplier Seller as defined in and in accordance with the FSASMA(s)), including, but not limited to AEPS obligations, whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA SMA(s) and giving effect to any applicable grace period, and, provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and CreditorBuyer, all reasonable out-of-pocket costs and expenses incurred by Creditor Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth in Article 10 of the FSA shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guaranteesguarantees as primary obligor and not as a surety, with effect from date hereof, the prompt and complete payment in immediately available funds in the United States when due of all of SupplierSeller’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in present or future, direct or indirect, secured or unsecured, fixed or contingent and in accordance with the FSA)whenever due, whether on scheduled payment dates, when due upon demand, upon declaration of termination on a Termination Payment Date or otherwise) under the SMA(s), as well as, all reasonable out-of-pocket costs and expenses incurred by Buyer in accordance with the terms enforcement of the FSA Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and giving effect to any applicable grace periodexpenses (collectively, and, the “Obligations”) provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”)Buyer. [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ $________ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth Guarantor shall not be required to pay any consequential, incidental, punitive, exemplary or indirect damages, lost profits or other business interruption damages except in Article 10 of the FSA shall also apply each case to the liabilities of extent that they constitute Obligations that are required to be paid under the Guarantor hereunderapplicable SMA(s).

Guaranty of Obligations. (a) The Guarantor hereby unconditionally, absolutely and irrevocably guarantees the full and unconditionally guarantees, with effect from date hereof, the prompt payment and complete payment performance when due of all of Supplier’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in and in accordance with the FSA)due, whether on scheduled payment dates, when due upon demand, upon declaration of termination by acceleration or otherwise, and at all times thereafter, of all obligations of Borrower to Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing or due or to become due, including, without limitation, under or in accordance connection with that certain Loan Agreement of even date, among Guarantor, Borrower and Lender (the "Loan Agreement") and each of the documents, instruments and agreements executed and delivered in connection therewith, as each may be modified, amended, supplemented or replaced from time to time (all such obligations are herein referred to collectively as the "Liabilities", and all documents evidencing or securing any of the Liabilities are herein referred to, collectively, as the "Loan Documents"). This Secured Continuing Corporate Guaranty (this "Continuing Guaranty") is a guaranty of payment and performance when due and not of collection. In the event of any default by Xxxxxxxx in making payment of, or default by Borrower in performance of, any of the Liabilities, Guarantor agrees on demand by Xxxxxx to pay and perform all of the Liabilities as are then or thereafter become due and owing or are to be performed under the terms of the FSA Loan Documents. Guarantor further agrees to pay all expenses (including reasonable attorneys' fees and giving effect expenses) paid or incurred by Xxxxxx in endeavoring to any applicable grace period, and, provided only that collect the Creditor is the prevailing party in any judicial suit, action or proceeding arising out of, resulting fromLiabilities, or any part thereof, and in any way relating to enforcing this Continuing Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Creditor’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth in Article 10 of the FSA shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of Supplier’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in and in accordance with the FSA), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA and giving effect to any applicable grace period, and, provided only that the Creditor is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Creditor’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ $____ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth in Article 10 of the FSA shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guaranteesguarantees as primary obligor and not as a surety, with effect from date hereof, the prompt and complete payment in immediately available funds in the United States when due of all of SupplierSeller’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in present or future, direct or indirect, secured or unsecured, fixed or contingent and in accordance with the FSA)whenever due, whether on scheduled payment dates, when due upon demand, upon declaration of termination on a Termination Payment Date or otherwise) under the SMA(s), as well as, all reasonable out-of-pocket costs and expenses incurred by Buyer in accordance with the terms enforcement of the FSA Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and giving effect to any applicable grace periodexpenses (collectively, and, the “Obligations”) provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”)Buyer. [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ $  (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth Guarantor shall not be required to pay any consequential, incidental, punitive, exemplary or indirect damages, lost profits or other business interruption damages except in Article 10 of the FSA shall also apply each case to the liabilities of extent that they constitute Obligations that are required to be paid under the Guarantor hereunderapplicable SMA(s).

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of SupplierSeller’s payment obligations under the FSA POLR SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor Buyer by Supplier Seller as defined in and in accordance with the FSAPOLR SMA)(s)), including, but not limited to AEPS obligations, whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA POLR SMA(s) and giving effect to any applicable grace period, and, provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and CreditorBuyer, all reasonable out-of-pocket costs and expenses incurred by Creditor Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier Seller set forth in Article 10 of the FSA POLR SMA(s) shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of SupplierSeller’s payment obligations under the FSA SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor Buyer by Supplier Seller as defined in and in accordance with the FSASMA(s)), including, but not limited to AEPS obligations, whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA SMA(s) and giving effect to any applicable grace period, and, provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and CreditorBuyer, all reasonable out-of-pocket costs and expenses incurred by Creditor Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ $_____ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier Seller set forth in Article 10 of the FSA SMA(s) shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, guarantees the prompt and complete punctual payment when due and performance of the Note and all of Supplier’s payment obligations under Obligations thereunder, including, without limitation, all amounts from time to time payable by the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined Company in and in accordance connection with the FSA), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA and giving effect to any applicable grace period, and, provided only that the Creditor is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and CreditorNote (including without limitation, all reasonable out-of-pocket costs Principal, Interest, Late Charges and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guarantyall other monetary obligations, including reasonable attorney’s fees attorneys fees, costs, expenses and expenses indemnities, whether primary, secondary, contingent, fixed or otherwise in connection with the Note), and all of the obligations, terms, covenants and agreements of the Company to Secured Party under the Note and of the Guarantor to Secured Party hereunder, in any case whether according to the present terms thereof and hereof, at any earlier or accelerated date or pursuant to any extension of time or to any change therein now or at any time hereafter made or granted (collectively, such obligations so guaranteed shall be collectively referred to herein as the “Guaranteed Obligations”). [Optional provision: Notwithstanding anything to ; provided that the contrary herein, the liability Guaranteed Obligations of the Guarantor under this Guaranty and Creditor’s right of recovery hereunder for all Obligations is shall expressly be limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier as set forth in Article 10 of the FSA shall also apply Section 2.3 hereof. The Guaranteed Obligations include in all cases, subject to the liabilities limitations set forth in Section 2.3 hereof, all such obligations that arise after the filing of a bankruptcy petition with respect to the Company or Guarantor hereunderand all such obligations that will become payable but for the operation of any Bankruptcy Law involving the Company or Guarantor, including, but not limited to, interest accruing with respect to the Obligations after the filing of a bankruptcy petition, whether or not allowed or allowable as a claim in the bankruptcy proceeding.

Guaranty of Obligations. (a) The Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees, with effect from date hereof, guarantees to the Guaranteed Party the prompt and complete payment when due due, whether at stated maturity, by acceleration or otherwise, of the Loans made to Borrower and all of Supplier’s payment obligations under the FSA Borrower's other Obligations (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in the Loan Agreement, and in accordance with the FSA)including all renewals, extensions, modifications, and refinancings thereof) now or hereafter existing, whether on scheduled payment datesfor principal, when due upon demandinterest, upon declaration of termination fees, expenses or otherwise, and all expenses (including reasonable attorneys' fees and expenses) incurred by the Guaranteed Party in accordance with enforcing any of its rights under the terms Loan Agreement and the other Loan Documents (all of the FSA and giving effect to any applicable grace periodforegoing, and, provided only that the Creditor is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “"Guaranteed Obligations”"). [Optional provision: Notwithstanding anything Any and all payments made by Guarantor hereunder shall be made free and clear of and without deduction for any set-off, counterclaim, or withholdings so that, in each case, the Guaranteed Party shall receive the full amount that it would otherwise be entitled to receive with respect to the contrary herein, Guaranteed Obligations. (b) Guarantor acknowledges and agrees that this Guaranty is a guaranty of payment and not of collection and that the liability of the Guarantor under this Guaranty and Creditor’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities immediate and primary and shall not be contingent upon the exercise or enforcement by the Guaranteed Party of any remedies the Guaranteed Party may have against the Borrower, any other guarantor of the Supplier set forth in Article 10 Guaranteed Obligations or any other person, or the enforcement of any lien or realization upon any collateral the Guaranteed Party may at any time possess for any of the FSA shall also apply to the liabilities of the Guarantor hereunderGuaranteed Obligations.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of Supplier’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in and in accordance with the FSA), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA and giving effect to any applicable grace period, and, provided only that the Creditor is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Creditor’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ $____ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier set forth in Article 10 of the FSA shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of Supplier’s payment obligations under the FSA (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor by Supplier as defined in and in accordance with the FSA), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA and giving effect to any applicable grace period, and, provided only that the Creditor is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Creditor, all reasonable out-of-pocket costs and expenses incurred by Creditor in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Creditor’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) ] The limitations on liabilities of the Supplier set forth in Article 10 of the FSA shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of SupplierSeller’s payment obligations under the FSA SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor Buyer by Supplier Seller as defined in and in accordance with the FSASMA(s)), including, but not limited to AEPS obligations, whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA SMA(s) and giving effect to any applicable grace period, and, provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and CreditorBuyer, all reasonable out-of-pocket costs and expenses incurred by Creditor Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ $  (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier Seller set forth in Article 10 of the FSA SMA(s) shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of SupplierSeller’s payment obligations under the FSA SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor Buyer by Supplier Seller as defined in and in accordance with the FSASMA(s)), including, but not limited to AEPS obligations, whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA SMA(s) and giving effect to any applicable grace period, and, provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and CreditorBuyer, all reasonable out-of-pocket costs and expenses incurred by Creditor Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorXxxxx’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ $_____ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] (b) The limitations on liabilities of the Supplier Seller set forth in Article 10 of the FSA SMA(s) shall also apply to the liabilities of the Guarantor hereunder.

Guaranty of Obligations. (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of SupplierSeller’s payment obligations under the FSA SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Creditor Buyer by Supplier Seller as defined in and in accordance with the FSASMA(s)) , including, but not limited to AEPS obligations, whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of the FSA SMA(s) and giving effect to any applicable grace period, and, provided only that the Creditor Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and CreditorBuyer, all reasonable out-of-pocket costs and expenses incurred by Creditor Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”). [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and CreditorBuyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] 1. May we make the following change to the Unconditional Guaranty? (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, the prompt and complete payment when due of all of Seller’s payment obligations under SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Buyer by Seller as defined in and in accordance with SMA(s)), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of SMA(s) and giving effect to any applicable grace period, and, provided only that the Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Buyer, all reasonable out-of-pocket costs and expenses incurred by Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”); provided, however, that in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive or tort damages. [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Buyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (“Guaranty Amount”), where Guaranty Amount shall be no less than Five Hundred Thousand US Dollars ($500,000).] 2. May we make the following change to the Unconditional Guaranty? (a) The Guarantor hereby irrevocably and unconditionally guarantees, with effect from date hereof, upon written demand, the prompt and complete payment when due of all of Seller’s payment obligations under SMA(s) (to the extent such payment obligations exceed the amount of any Performance Assurance provided to the Buyer by Seller as defined in and in accordance with SMA(s)), whether on scheduled payment dates, when due upon demand, upon declaration of termination or otherwise, in accordance with the terms of SMA(s) and giving effect to any applicable grace period, and, provided only that the Buyer is the prevailing party in any judicial suit, action or proceeding arising out of, resulting from, or in any way relating to this Guaranty, or if by mutual agreement by Guarantor and Buyer, all reasonable out-of-pocket costs and expenses incurred by Buyer in the enforcement of the Guarantor’s obligations or collection under this Guaranty, including reasonable attorney’s fees and expenses (collectively, the “Obligations”) [Optional provision: Notwithstanding anything to the contrary herein, the liability of the Guarantor under this Guaranty and Buyer’s right of recovery hereunder for all Obligations is limited to a total aggregate amount of $ (b) The limitations on liabilities of the Supplier Seller set forth in Article 10 of the FSA SMA(s) shall also apply to the liabilities of the Guarantor hereunder.