Common use of Obligations Guaranteed Clause in Contracts

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires.

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the MamaMancini’s Agreement and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Client thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally boundbound hereby, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of Client of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise, and arising under the MamaMancini’s Agreement or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any BorrowerClient, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations”). The Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGI’s rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresMamaMancini’s Agreement.

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the Corgenix UK Agreement and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Client thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally boundbound hereby, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of Client of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise, and arising under the Corgenix UK Agreement or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any BorrowerClient, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations”). The Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGI’s rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresCorgenix UK Agreement.

Obligations Guaranteed. To induce Lender The Parent hereby irrevocably, absolutely and unconditionally guarantees to establish and/or continue financing arrangements with Borrower pursuant the Noteholders: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or the Parent) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Bridge Debt Agreement referred to belowNote Purchase Agreement, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturityc) payment, upon accelerationdemand by any Noteholder, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, legal or otherwise (including without limitation reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred by Agent at in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to enforce, protect, preserve, or defend Lender’ rights hereunder time under the Notes and with respect the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to any property securing this Agreement. All payments hereunder shall be made in lawful money a guaranty only of the United Statescollectibility of such payments and that in consequence thereof each Noteholder may xxx the Parent directly upon such principal, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers interest and Lender. As there are two (2) Guarantors, the representations, covenants other amounts becoming so due and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requirespayable.

Obligations Guaranteed. To induce Lender Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to establish and/or continue financing arrangements with Borrower pursuant the Noteholders: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or such Subsidiary Guarantor) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Bridge Debt Agreement referred to belowNote Purchase Agreement, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturityc) payment, upon accelerationdemand by any Noteholder, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, legal or otherwise (including without limitation reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred by Agent at in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to enforce, protect, preserve, or defend Lender’ rights hereunder time under the Notes and with respect the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to any property securing this Agreement. All payments hereunder shall be made in lawful money a guaranty only of the United Statescollectibility of such payments and that in consequence thereof each Noteholder may xxx any Subsidiary Guarantor directly upon such principal, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers interest and Lender. As there are two (2) Guarantors, the representations, covenants other amounts becoming so due and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requirespayable.

Obligations Guaranteed. To induce Lender The Guarantor hereby unconditionally guarantees to establish and/or continue financing arrangements with Borrower pursuant to the terms each of the Bridge Debt Agreement referred to belowBeneficiaries, and for other good and valuable considerationas their respective interests may appear, the Guarantorsfull and prompt payment by the Company, intending to be legally boundwhen and as the same shall become due and payable, hereby absolutely and unconditionallywhether at the stated payment date thereof, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon by acceleration, or otherwise) , of, and the faithful performance and compliance with, all payment obligations of all of remaining Borrower Obligation the Company under the Guaranteed Company Agreements, the Guaranteed Equipment Notes and the Pass Through Trust Agreements owed to Lender of every kind the Beneficiaries strictly in accordance with the terms thereof, however created, arising or natureevidenced, whether joint direct or severalindirect, due primary or to become duesecondary, absolute or contingent, now existing joint or hereafter arisingseveral, and whether principalnow or hereafter existing or due or to become due (such payment obligations, interest, fees, costs, expenses or otherwise (including without limitation the “Guaranteed Obligations”); provided that in no event shall the “Guaranteed Obligations” include any interest and/or expenses accruing following obligation of the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserveCompany with respect to, or defend Lender’ rights hereunder and determined with respect to, any Refinancing Equipment Notes, Refinancing Certificates, Additional Equipment Notes or Additional Certificates or any liquidity facility with respect to any property securing Refinancing Certificates or Additional Certificates. If for any reason the Company shall fail punctually to pay any such Guaranteed Obligations, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated payment date thereof, by acceleration, or otherwise. Any failure by the Guarantor to comply with its obligations in the immediately preceding sentence shall constitute an “Event of Default” under this AgreementGuarantee. All payments by the Guarantor hereunder shall be made paid in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability States of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresAmerica.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant and consider making or continuing certain loans and extending or continuing to the terms of the Bridge Debt Agreement referred extend credit from time to belowtime to Monticello Raceway Management, Inc. ("Borrower"), and for other good and valuable consideration, the GuarantorsGuarantor, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining the Obligations of Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ ' fees, incurred by Agent Lender at any time to enforce, protect, preserve, or defend Lender’ 's rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those that certain agreements entered into concurrently among Borrowers Loan and Lender. As there are two Security Agreement dated the date hereof between Borrower and Lender (2) Guarantorsas it may hereafter be amended, supplemented, restated or replaced from time to time, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires"Loan Agreement").

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant and consider making or continuing certain loans and extending or continuing to the terms of the Bridge Debt Agreement referred extend credit from time to belowtime to Monticello Raceway Management, Inc. ("Borrower"), and for other good and valuable consideration, the GuarantorsSurety, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining the Obligations of Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor Surety shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ ' fees, incurred by Agent Lender at any time to enforce, protect, preserve, or defend Lender’ 's rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those that certain agreements entered into concurrently among Borrowers Loan and Lender. As there are two Security Agreement dated the date hereof between Borrower and Lender (2) Guarantorsas it may hereafter be amended, supplemented, restated or replaced from time to time, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires"Loan Agreement").

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby Guarantors absolutely and unconditionallyunconditionally guarantee the prompt payment when due, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (whether at maturity, upon acceleration, maturity or by acceleration or otherwise) , of all of remaining Borrower Obligation Borrowers’ indebtedness under the Notes, the Mortgages and the Agreement, together with interest on such obligations to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arisingthe extent provided for in said documents, and whether principal, interest, fees, costs, all legal and other costs or expenses paid or otherwise (including without limitation any interest and/or expenses accruing following incurred by or on behalf of the commencement Banks or Administrative Agent in the enforcement thereof or hereof or of any insolvencyOther Guaranty (as hereinafter defined), receivershipand further guarantee that the representations and warranties made by Borrowers (including, reorganization or bankruptcy case or proceeding relating to any Borrowerwithout limitation, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and those with respect to any property securing this Agreement. All payments hereunder shall be made the Mortgagors and the Properties) and by Guarantors in lawful money the Loan Documents are true and correct as of the United Statesdate hereof. The current amount of the Total Loan Commitment is $650,000,000 (and Guarantors agree that any reference in this Guaranty to a Borrower or to Borrowers shall include each New Borrower [as defined in the Agreement]). Each Guarantor acknowledges and agrees that this Guaranty is a continuing guaranty and that the agreements, in immediately available funds. Unless otherwise defined guaranties and waivers made by Guarantors herein, and Guarantors’ obligations hereunder, are and shall at all capitalized terms times continue to be primary, absolute and unconditional. Each Guarantor acknowledges that execution and delivery of this Guaranty of Payment is a condition precedent to the Loan. Each Guarantor further agrees that if any Borrower shall fail to pay in this Agreement full when due, whether at stated maturity, by acceleration or otherwise, any of the obligations guaranteed hereunder (and if any grace or cure period applicable to payment of such obligation shall have expired), Guarantors will upon demand pay the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lendersame. As there are two (2) Guarantors, the representations, covenants and The maximum liability of the each Borrower which is a Guarantor hereunder shall be joint limited to the maximum permissible amount which would be valid and several enforceable and would not render this Guaranty of Payment voidable as to such Guarantor as a fraudulent transfer or otherwise, under applicable federal and state bankruptcy, insolvency, fraudulent transfer and other similar creditors’ rights laws. Notwithstanding anything to the contrary contained in this Guaranty of Payment or the Loan Documents, the maximum aggregate liability of Dolphin LLC (i) under this Guaranty of Payment for the payment of the obligations guaranteed under this Guaranty of Payment with respect to principal due under the specific timeline described herein Notes and (ii) under the term “Guarantor” as used in this Agreement Loan Documents for the repayment of principal due under the Notes, shall refer not exceed the amount of the Dolphin Sublimit (for the avoidance of doubt, the foregoing limitation shall not apply to all Guarantors collectively any liability of Dolphin LLC with respect to the payment of interest, protective advances and to each individually, unless other fees and charges due under the context otherwise requiresLoan Documents).

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the Transaction Agreement and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Companies thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, each Guarantor, intending to be legally boundbound hereby, hereby jointly and severally and absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of each Company of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise otherwise, and arising under the Transaction Agreement (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to Companies, or any Borrowerof them, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations”). The Each Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all out-of-pocket costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGI’s rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresTransaction Agreement.

Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with make the Three Hundred Thousand and 00/100 U.S. Dollar (US$300.000.00) loan to Borrower pursuant to (the terms of "Loan") provided for in the Bridge Debt Loan Agreement referred to belowand Secured Promissory Note (the "Note") dated concurrently herewith between Lender and Borrower, and for other good and valuable consideration, . the GuarantorsGuarantor, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all outstanding amounts due in respect of remaining Borrower Obligation to Lender of every kind or nature, whether joint or severalthe Loan, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding, but excluding any Lease payments (as define/ in the Note)). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ ' fees, incurred by Agent Lender at any time to enforce, protect, preserve, or defend Lender’ ' rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain the Note or in any other agreements entered into concurrently therewith among Borrowers Borrower and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires.

Obligations Guaranteed. To induce Lender FGI to establish and/or continue financing arrangements with Borrower pursuant enter into the Magla Agreement and consider extending or continuing to the terms of the Bridge Debt Agreement referred extend credit or purchase receivables from time to belowtime to Client thereunder, and for other good and valuable consideration, the Guarantorsreceipt and sufficiency of which is hereby acknowledged, Guarantor, intending to be legally boundbound hereby, hereby absolutely and unconditionally, severally and jointly, unconditionally guarantees and becomes Guarantor surety for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender the debts and obligations of Client of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise, and arising under the Magla Agreement or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any BorrowerClient, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding) (collectively, the “Obligations’’’). The Guarantor shall also pay or reimburse Lender as the prevailing party FGI on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent FGI at any time to enforce, protect, preserve, or defend Lender’ FGFs rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requiresMagla Agreement.