Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (other than payment thereof).

Guaranty Absolute. Each Guarantor HollyFrontier hereby guarantees that the HFRM Payment Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement. The obligations of HollyFrontier under this Agreement constitute a present and continuing guaranty of payment, regardless and not of any Law, regulation collection or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect theretocollectability. The liability of each Guarantor HollyFrontier under this Guaranty Agreement shall be irrevocableabsolute, absolute unconditional, present, continuing and unconditional irrevocable irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack assignment or other transfer of validity or enforceability of any Loan Document this Agreement or any agreement or instrument relating theretoof the rights thereunder of HEP Operating; (b) any change in the timeamendment, manner waiver, renewal, extension or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver release of or any consent to or departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit or other action or inaction related to any Borrower or any of its Subsidiaries or otherwisethis Agreement; (c) any taking, release acceptance by HEP Operating of partial payment or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligationsperformance from HFRM; (d) any changebankruptcy, restructuring insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or termination of the corporate structure or existence of any Borrower other like proceeding relating to HFRM or any of its Subsidiariesaction taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding; (e) any failure absence of any notice to, or knowledge of, HollyFrontier, of the Administrative Agent existence or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects occurrence of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and matters or events set forth in the Lenders to disclose such informationforegoing subsections (i) through (iv);; or (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor a guarantor. The obligations of HollyFrontier hereunder shall not be subject to any reduction, limitation, impairment or termination for any other guarantor reason, including any claim of waiver, release, surrender, alteration or surety (other than payment thereof)compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the HFRM Payment Obligations or otherwise.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement or any Loan other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Facility Agreement or any of its Subsidiaries other Finance Document or otherwiseany other agreement or instrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) Any change in the failure corporate existence, structure or ownership of BFE, or any insolvency, bankruptcy reorganization or other similar proceeding affecting BFE or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BFE of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty with respect to the Guaranteed Obligations shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Guaranteed Obligations or the Limited Notice to Proceed or the Contracts or any other agreement or instrument relating theretothereto to which Purchaser or Guarantor is a party unless the invalidity or unenforceability of such Guaranteed Obligation results from the successful assertion of invalidity or unenforceability by IFCO or Purchaser; (b) any change in the timefailure to exercise any right, manner remedy, power or place of payment of, or in any other term of, all or any of the Obligations privilege under or in respect of, the Limited Notice to Proceed or the Contracts or any liability of any other party (including, but not limited to, any other guarantor) with respect to any of the Loan DocumentsGuaranteed Obligations or the Limited Notice to Proceed or the Contracts, or any other amendment subordination of the payment or waiver performance of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Guaranteed Obligations to the payment or otherwiseperformance of any other indebtedness, liability or other obligations of the Purchaser; (c) any takingfurnishing to IFCO of any other guarantee or collateral for any Guaranteed Obligation or any exchange, non-perfection, failure to preserve, waste, deterioration, sale or disposition of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty of or security for the performance of all or any of the Guaranteed Obligations; (d) the insolvency of Purchaser or the Guarantor or any changeproceeding, restructuring voluntary or termination involuntary, involving the bankruptcy, insolvency, receivership, reorganization, arrangement, dissolution or liquidation of Purchaser or the Guarantor or any defense which Purchaser or the Guarantor may have by reason of the corporate structure order, decree or existence decision of any Borrower court or administrative body resulting from any such proceeding or Purchaser making a general assignment for the benefit of its Subsidiariescreditors or admitting in writing its inability to pay its debts as they become due; (e) any failure change in ownership of the Administrative Agent Purchaser or any Lender change, whether direct or indirect, in Guarantor’s relationship to disclose to Purchaser, including, but not limited to, any such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects change by reason of any merger or any sale, transfer, issuance, admission or withdrawal of partners, or other Loan Party now disposition of any equity interest of Purchaser, Guarantor or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)other entity; (f) any change in or waiver of the failure time, place or manner of any other Person to execute or deliver this Guarantypayment, any supplement to this Guaranty or any other guaranty term, of any of the Guaranteed Obligations, or agreement any waiver of or any renewal, extension, increase, amendment or modification of or addition, consent or supplement to or deletion from, or any other action or inaction under or in respect of any of the Guaranteed Obligations or the release Limited Notice to Proceed or reduction of liability of the Contracts (any Guarantor such change, waiver, renewal, extension, increase, amendment, modification, addition, consent, supplement, deletion or other guarantor action or surety inaction with respect to the Contracts automatically becoming part of the Guaranteed Obligations; or) or any other document, instrument or agreement referred to therein so long as such action is made in accordance with the terms of the Limited Notice to Proceed or the Contracts, or any assignment or transfer of the Guaranteed Obligations or the Limited Notice to Proceed or the Contracts; (g) other than a defense of payment in full or performance in full that may be available to or asserted by Guarantor under the Limited Notice to Proceed or the Contracts, any other circumstance (with or any existence without notice to or knowledge of or reliance on any representation by the Administrative Agent or any Lender that Guarantor) which might otherwise constitute a defense available toagainst, or a legal or equitable discharge of, such Purchaser’s liability with respect to the Guaranteed Obligations or Guarantor’s liability under this Guaranty; or (h) notice of the occurrence of any of the foregoing. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment made, or any part thereof, by Purchaser under the Limited Notice to Proceed or the Contracts or by Guarantor hereunder is ordered rescinded or must otherwise be returned to Purchaser or Guarantor or any other guarantor their respective representatives, upon the insolvency, bankruptcy, reorganization, dissolution or surety (other than liquidation of Purchaser or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor of the Partnership and the Operating Partnership hereby guarantees that the HEP Tulsa Payment Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless Agreement. The obligations of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights each of the Administrative Agent Partnership and the Operating Partnership under this Agreement constitute a present and continuing guaranty of payment, and not of collection or any lender with respect theretocollectability. The liability of each Guarantor of the Partnership and the Operating Partnership under this Guaranty Agreement shall be irrevocableabsolute, absolute unconditional, present, continuing and unconditional irrevocable irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack assignment or other transfer of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all Agreement or any of the Obligations under rights thereunder of ▇▇▇▇▇ Tulsa; (ii) any amendment, waiver, renewal, extension or in respect of the Loan Documents, or any other amendment or waiver release of or any consent to or departure from any Loan Document, including, without limitation, any increase in or other action or inaction related to the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseAgreement; (ciii) any taking, release acceptance by ▇▇▇▇▇ Tulsa of partial payment or amendment performance from HEP Tulsa or waiver of, or consent to departure from, any other guaranty, for all or any of the ObligationsHEP Storage-Tulsa; (div) any changebankruptcy, restructuring insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or termination of the corporate structure or existence of any Borrower other like proceeding relating to HEP Storage-Tulsa or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety action taken with respect to the ObligationsAgreement by any trustee or receiver, or by any court, in any such proceeding; (v) any absence of any notice to, or knowledge of, the Partnership or the Operating Partnership, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (i) through (iv); or (gvi) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor a guarantor. The obligations of each of the Partnership and the Operating Partnership hereunder shall not be subject to any reduction, limitation, impairment or termination for any other guarantor reason, including any claim of waiver, release, surrender, alteration or surety (other than payment thereof)compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the HEP Tulsa Payment Obligations or otherwise.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses, defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of any or defect or deficiency in the Credit Agreement or Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any the Credit Agreement or Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingProperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any The failure of the Administrative Agent or any a Lender to disclose assert any claim or demand or to such Guarantor enforce any information relating right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the business, condition (financial Credit Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of any Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Administrative Agent’s or any Lender’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the indefeasible full and final payment thereofof all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC. The Guarantor will not assert, plead or enforce against any Lender or the Administrative Agent, in any action hereunder, any defense of waiver, release, discharge or disallowance in bankruptcy, res judicata, statute of frauds, anti-deficiency statute, fraud, incapacity, minority, usury, illegality or unenforceability which may be available to any other Person liable in respect of any of the Guaranty Obligations. The liability of the Guarantor hereunder shall not be affected or impaired by any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting, BLFC or any of its assets. Without limiting the generality of the foregoing, the Guarantor guarantees that it shall pay the Administrative Agent strictly in accordance with the express terms of any document or agreement evidencing any Guaranty Obligation. It is the intent of this Section 3 that the Guaranty Obligations hereunder are and shall be irrevocable, continuing, absolute and unconditional under any and all circumstances.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any The failure of the Administrative Agent or any a Lender to disclose assert any claim or demand or to such Guarantor enforce any information relating right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the business, condition (financial Credit Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Administrative Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentsthis Agreement, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any of the Administrative Agent or any lender Guaranteed Parties with respect thereto. The liability of each the Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses, defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document this Agreement or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of the Borrower under or in respect of the Loan Documentsto this Agreement, or any other amendment or waiver of or any consent to departure from any Loan Documentthis Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwiseotherwise pursuant to the terms of this Agreement; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of the Borrower under or in respect to this Agreement or any other assets of the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any Lender Guaranteed Party to disclose to such the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Borrower now or hereafter known to such Guaranteed Party (the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders Guaranteed Parties to disclose such information); (fg) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (gh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, the Borrower or any other guarantor or surety (surety. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any of the Guaranteed Parties or any other than Person upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (other than payment thereof).

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be other Credit Documents to which it is a party are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and any Collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any consent provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to departure from any Loan Documentof the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such Collateral or other security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any the Borrower or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Administrative Agent Borrower or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety than the occurrence of all of the following: (x) the payment in full in cash of the Guaranteed Obligations (other than payment thereofcontingent and indemnification obligations not then due and payable), (y) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement, and (z) the termination of, and settlement of all obligations of the Borrower under, each Permitted Hedge Agreement to which any Hedge Party is a party (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be other Credit Documents to which it is a party are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and any Collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any consent provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to departure from any Loan Documentof the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such Collateral or other security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any Borrower the Borrowers or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Administrative Agent Borrowers or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, setoff or counterclaim available to, the Borrowers, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety than the occurrence of all of the following: (A) the payment in full in cash of the Guaranteed Obligations (other than payment thereofcontingent and indemnification obligations not then due and payable and other than Obligations described in the following clause (C), except as expressly set forth therein), (B) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement, and (C) the termination of, and settlement of all obligations of the Borrowers under, each Permitted Hedge Agreement to which any Hedge Party is a party and each Guaranteed Cash Management Agreement to which any Cash Management Bank is a party to the extent the terms of such Permitted Hedge Agreements and Cash Management Agreements require the termination thereof or settlement of the obligations of any Consolidated Entity thereunder as a result of the termination of the Credit Agreement (the events in clauses (A), (B) and (C) above, collectively, the “Termination Requirements”).

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms and provisions of the Loan DocumentsTerms, regardless of any Lawlaw, regulation regulation, order or order judgment now or hereafter in effect in any jurisdiction affecting any of such terms the Terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each Guarantor under this Guaranty shall continue and be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of any Loan Document or any agreement or instrument relating theretoof the Terms; (b) any Any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Obligations under or in respect of the Loan DocumentsTerms, or any other amendment renewal, extension, amendment, modification or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseTerms; (c) Any act or omission of Lender of any takingnature whatsoever, excluding any willful or wanton misconduct or gross negligence on the part of Lender; (d) With respect to the Guarantor, the Borrower or any other person or entity liable in respect of the Borrower, any failure to obtain required authorization by all necessary corporate or other action relating to the incurring by the Borrower of the Obligations or to the execution, delivery, or performance of any of the Terms, or to any violation of any provision of any organizational documents, or any other document, instrument or agreement occasioned by the incurring of the Terms, by the execution, delivery or performance of any of the Terms, or by any failure of same to have been duly authorized by all necessary corporate or other action; (e) Any release (other than a release of Guarantor from this Guaranty), amendment, waiver, modification, extension or amendment or waiver of, renewal of or consent to departure from, from or forbearance of any other guarantyaction or inaction under or in respect of this Guaranty or any other of the Terms; (f) Any exchange, release, forbearance or surrender of or any other action or inaction with respect to any collateral at any time and from time to time now or hereafter securing any or all of the Obligations or Terms or the liability of the Borrower, the Guarantor or any other person or entity in respect of all or any of the Terms or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the Obligations; (d) any change, restructuring Terms or termination the liability of the corporate structure Guarantor or existence any other person or entity in respect of any Borrower all or any of its Subsidiaries; (e) any failure of the Administrative Agent Obligations or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsTerms; or (g) any Any other circumstance or matter of any existence of or reliance on any representation by the Administrative Agent or any Lender nature whatsoever that might otherwise constitute a defense (other than payment) available to, or a discharge of, such the Borrower, the Guarantor or any other guarantor person or surety (entity liable to Lender in respect of any of the Terms which arises out of the bankruptcy or insolvency of the Borrower. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, regardless of whether any payment of any of the Obligations is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of any person or entity or for any reason whatsoever, all as though such payment had not been made. The Obligations of Guarantor hereunder shall be absolute and primary, shall be complete and binding as to Guarantor upon its execution of this Guaranty, shall be subject to no conditions precedent, and shall be independent of and cumulative to any other than payment thereof)of the Terms, and Lender may exercise any of its rights and remedies under this Guaranty, any other of the Terms or otherwise singly or concurrently.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement, any Loan Transaction Document or other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Facility Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or other Finance Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any Transaction Document or other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) Any change in the failure corporate existence, structure or ownership of BFE, or any insolvency, bankruptcy reorganization or other similar proceeding affecting BFE or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BFE’s obligations pursuant to subsection 20.1(b) of the Facility Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BFE of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will shall be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocableis absolute, absolute irrevocable and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including, without limitation, including any increase or decrease in the Obligations resulting from the extension rate of additional credit to any Borrower or any of its Subsidiaries or otherwise; interest thereon; (cii) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation act by the Administrative Agent or the Lenders with respect to, or any Lender that impairment of any Lien on, any other guaranty or support document, or any exchange, release or non-perfection of, or failure to act by the Administrative Agent or the Lenders with respect to, any collateral securing payment or performance, of all or any part of the Guaranteed Obligations; (iii) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Obligations or any Loan Document; (iv) any change in the corporate existence, structure, or ownership of the Borrower, the Company or any other Loan Party; (v) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document; and (vi) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower, the Company or a Guarantor, other than the Payment in Full of the Guaranteed Obligations. (b) Each Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Guarantor be exonerated or discharged by, any of the following events: (i) any insolvency proceeding with respect to the Borrower, the Company, any Guarantor, any other Loan Party or any other Person; (ii) any limitation, discharge, or cessation of the liability of the Borrower, the Company, any Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (iii) any merger, acquisition, consolidation or change in structure of the Borrower, the Company, any Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Borrower, the Company, any Guarantor, any other Loan Party or other Person; (iv) any assignment or other transfer, in whole or in part, of the Administrative Agent’s interests in and rights under this Guaranty or the other Loan Documents, including the Administrative Agent’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of the Administrative Agent’s interests in and to any of the collateral specified in the Pledge Agreement; (v) any claim, defense, counterclaim or setoff, other than that of prior performance or Payment in Full of the Guaranteed Obligations, that the Borrower, the Company, any Guarantor, any other Loan Party or 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; (vi) the Administrative Agent’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, any collateral securing payment or performance of all or any part of the Guaranteed Obligations, or the Administrative Agent’s exchange, release, or waiver of any collateral securing the payment or performance of all or any part of the Guaranteed Obligations; (vii) the Administrative Agent’s exercise or nonexercise of any power, right or remedy with respect to any of any collateral securing payment or performance of all or any part of the Guaranteed Obligations, including the Administrative Agent’s compromise, release, settlement or waiver with or of the Borrower, the Company, any Guarantor, any other Loan Party or any other Person; (viii) the Administrative Agent’s vote, claim, distribution, election, acceptance, action or inaction in any insolvency proceeding related to the Guaranteed Obligations; (ix) any impairment or invalidity of any of any collateral securing payment or performance of all or any part of the Guaranteed Obligations or any failure to perfect any of the Administrative Agent’s Liens thereon or therein; and (x) any other guaranty, whether by such Guarantor or any other guarantor Person, of all or surety any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrower to the Administrative Agent. (c) The obligations of each Guarantor hereunder are independent of and separate from the obligations of the Borrower, the Company and any other than payment thereof)Loan Party and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be brought against any Guarantor, whether or not the Borrower, the Company or any other Loan Party is joined therein or a separate action or actions are brought against the Borrower, the Company or any other Loan Party.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, is absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Obligations under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Documentof the terms of the Credit Agreement or the Obligations, including, without limitation, including any increase or decrease in the Obligations resulting from the extension rate of additional credit to any Borrower or any of its Subsidiaries or otherwise; interest thereon; (cb) any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty or support document, or any exchange, release or non-perfection of any collateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Credit Agreement or the Obligations; ; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate structure Credit Agreement or existence of any Borrower or any of its Subsidiaries; the Obligations; (e) any failure of the Administrative Agent other setoff, defense or counterclaim whatsoever (in any Lender to disclose to such Guarantor any information relating to the businesscase, condition (financial or otherwise)whether based on contract, operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty tort or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety theory) with respect to the Obligations; or Credit Agreement or the transactions contemplated thereby (gother than actual payment) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Co-Borrower or the Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other prohibition or event, in which case each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of the maximum liability of each Guarantor hereunder in accordance with Section 2 and the recipient of such Guarantor payment, if so required by a court of competent jurisdiction by a final and non-appealable judgment, shall then be liable for the refund of any excess amounts. If any such rebate or any refund is ever required, then subject to the limitations of Section 2, all other guarantor or surety (other than payment thereof)Guarantors shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law.

Guaranty Absolute. Each The Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be its obligations hereunder are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and other security therefor or other guaranty or liability in respect thereof, whether given by the Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not the Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or waiver of or any consent to departure from any Loan Documentsupplement to, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any other guaranty, for all Credit Document or any agreement or instrument delivered pursuant to any of the Obligationsforegoing; (dii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the taking, acceptance or release of other guarantees of any Guaranteed Obligations or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any changedischarge, restructuring modification, settlement, compromise or termination other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any other security for any of the foregoing; or any sale, exchange, release, substitution, compromise or other action in respect of any other security; (vi) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of any the Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guaranty, indirectly liable for any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (other than payment thereof).;

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Letter of Credit Agent, the Administrative Agent, the Collateral Agent or any lender the Trustee with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Letter of Credit Reimbursement Agreement, the Liquidity Agreement, any Loan other Transaction Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Letter of Credit Reimbursement Agreement, including, without limitationthe Liquidity Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower other Transaction Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Letter of Credit Agent, the Administrative Agent, the Collateral Agent or existence of the Trustee to assert any Borrower claim or demand or to enforce any right or remedy against the Company, BAFC or any of its Subsidiariesother Person hereunder or under the other Transaction Documents; (e) any Any failure of the Administrative Agent by BAFC or any Lender to disclose to such Guarantor other Program Party in the performance of any information relating obligation with respect to the businessLetter of Credit Reimbursement Agreement, condition (financial the Liquidity Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Commercial Paper Program Document; (f) Any change in the failure corporate existence, structure or ownership of the Company, BAFC or any other Person, or any insolvency, bankruptcy reorganization or other similar proceeding affecting the Company, BAFC or any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty of its assets or agreement or resulting in the release or reduction of liability discharge of any Guarantor or other guarantor or surety with respect to of the Guaranty Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, the Company, BAFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Letter of Credit Agent’s, the Administrative Agent’s or the Trustees’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Guarantor, the Company, BAFC or any other Person of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to the Company or BAFC, any repayment by BAFC to the Letter of Credit Agent or the Letter of Credit Banks, the Administrative Agent or the Liquidity Banks or the Collateral Agent (in each case, other than the full and final payment of all of the Guaranty Obligations), any repayment by the Company to the Investor Certificateholders (other than the full and final payment thereofof all amounts due and owing to such Investor Certificateholders), the allocation by the Letter of Credit Agent, the Letter of Credit Banks, the Administrative Agent, the Liquidity Banks, the Collateral Agent or the Trustee of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to the Company or BAFC.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Debt Documents, except to the extent modified by the Restructure Documents, regardless of any Lawlaw, rule, regulation or order by any governmental authority ("GOVERNMENTAL RULE") now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Collateral Agent or any lender of the Secured Creditors with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document of, or any agreement release or instrument relating theretodischarge of the Company from liability under any Debt Document; (b) any change in the time, manner or place of payment or other performance of, or in any other term of, any or all or any of the Obligations under or in respect of the Loan Documents, Guaranteed Obligations; or any other amendment or waiver of of, or any consent to departure from any Loan Debt Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Company; (c) any taking, release subordination, compromise, exchange, release, nonperfection or liquidation of any collateral, or any release, amendment or waiver of, or consent to departure from, any other guaranty, for any or all or any of the Guaranteed Obligations; (d) any exercise or nonexercise by the Collateral Agent or any Secured Creditor of any right or privilege under this Guaranty or any of the other Debt Documents; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor, the Company or any other guarantor of the Guaranteed Obligations; or any action taken with respect to this Guaranty by any trustee, receiver or court in any such proceeding, whether or not the Guarantor has had notice or knowledge of any of the foregoing; (f) any assignment or other transfer, in whole or in part, of this Guaranty or any Debt Document; (g) any acceptance of partial performance of the Guaranteed Obligations; (h) any consent to the transfer of, or any bid or purchase at sale of, any collateral for the Guaranteed Obligations; (i) any manner of application of collateral, or proceeds thereof, to any or all of the Guaranteed Obligations; or any manner of sale or other disposition of any collateral or any other assets of the Company; (j) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsCompany; or (gk) any other circumstance or (including any existence statute of or reliance on any representation by the Administrative Agent or any Lender limitations) that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Company or a guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Collateral Agent, any Secured Creditor or any other guarantor Person upon the insolvency, bankruptcy or surety (other than reorganization of the Company, the Guarantor or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Operative Documents, regardless of any Law, regulation or order requirement of law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Beneficiary with respect thereto. The liability of each the Guarantor under this Guaranty shall be absolute, irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document of, or any agreement release or instrument relating theretodischarge of the Debtor from liability under any Operative Document; (b) any change in the time, manner or place of payment of, or in any other term of, any or all or any of the Guaranteed Obligations under or in respect of the Loan Documents, or any other amendment or waiver of of, or any consent to departure from any Loan Document, including, without limitationfrom, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseOperative Document; (c) any taking, release subordination, compromise, exchange, release, nonperfection or liquidation of any collateral, or any release, amendment or waiver of, or consent to departure from, any other guaranty, for any or all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to any or all of the Guaranteed Obligations; or any manner of sale or other disposition of any collateral or any other assets of the Debtor or the Guarantor; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower the Debtor, or any of its Subsidiaries; (e) any failure corresponding restructure of the Administrative Agent Guaranteed Obligations, or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part restructure of the Administrative Agent and the Lenders to disclose such information)Guaranteed Obligations or any portion thereof; (f) any exercise or nonexercise by the failure Beneficiary of any other Person to execute right or deliver this Guaranty, any supplement to privilege under this Guaranty or any of the other guaranty or agreement or the release or reduction of liability of Operative Documents; (g) any Guarantor bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor, the Debtor or any other guarantor of the Guaranteed Obligations, or surety any action taken with respect to this Guaranty by any trustee, receiver or court in any such proceeding, whether or not the Guarantor has had notice or knowledge of any of the foregoing; (h) any assignment or other transfer, in whole or in part, of this Guaranty or any of the other Operative Documents (including, without limitation, as referred to in Section 5.6 hereof); (i) any acceptance of partial performance of the Guaranteed Obligations; or (gj) any other circumstance or (including, without limitation, any existence statute of or reliance on any representation by the Administrative Agent or any Lender limitations) that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Debtor or any other guarantor or surety (other than payment thereof)of the Guaranteed Obligations.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor Renegy under this Guaranty Article 11 shall be irrevocableabsolute, absolute unconditional, present and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or continuing until all of the followingRenegy Guaranteed Obligations have been indefeasibly paid in full or performed, as applicable, irrespective of: (a) any assignment or other transfer, in whole or in part, of Buyer’s interests in and rights under this Agreement and/or the Ancillary Agreement, including, without limitation, Buyer’s right to receive payment and require performance of the Renegy Guaranteed Obligations; (b) any amendment, waiver, renewal, extension or release of or any consent to or departure from or other action or inaction related to this Agreement or the Ancillary Agreement, or any other agreement or instrument relating to the Renegy Guaranteed Obligations; (c) any lack of validity or enforceability of any Loan Document or any agreement defect or instrument relating thereto; deficiency in this Agreement (bincluding this Article 11) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment documents to which Buyer, Renegy or waiver of their respective Subsidiaries is or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligationsmay become a party; (d) any changemodification, restructuring extension or termination waiver of any of the corporate structure or existence terms of any Borrower or any of its Subsidiariesthis Agreement (including this Article 11); (e) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by Buyer to exercise, in whole or in part, any failure of the Administrative Agent right or any Lender remedy held by Buyer with respect to disclose to such Guarantor any information relating to the business, condition this Agreement (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such informationincluding this Article 11); (f) insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the failure benefit of any creditors, liquidation, winding up, dissolution or other Person to execute or deliver this Guarantysimilar proceeding of Buyer, Renegy, any supplement to this Guaranty of their respective Subsidiaries or any other guaranty or agreement or guarantor of the release or reduction of liability of any Guarantor Renegy Guaranteed Obligations or other guarantor or surety with respect to the Obligationssimilar proceeding; orand (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (Renegy in respect of the Renegy Guaranteed Obligations, other than payment thereof)in full of the Renegy Guaranteed Obligations.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, or any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any The failure of the Administrative Agent or any a Lender to disclose assert any claim or demand or to such Guarantor enforce any information relating right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the business, condition (financial Credit Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Administrative Agent's or the Lenders' rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than payment Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared)., insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through

Guaranty Absolute. Each This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by any Guarantor guarantees and shall continue to be effective with respect to any Guaranteed Obligations (as applicable) arising or created after any attempted revocation by such Guarantor and, if such Guarantor is a natural person, after such Guarantor’s death (in which event this Guaranty shall be binding upon such Guarantor’s estate and such Guarantor’s legal representatives and heirs). The fact that at any time or from time to time the Obligations will or the Guaranteed Obligations may be paid strictly in accordance with the terms of increased or reduced pursuant to the Loan Documents, regardless amendments to the Loan Documents or otherwise shall not release or discharge the obligation of any Law, regulation Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by ▇▇▇▇▇▇ and any subsequent holder of the Note and shall not be discharged by the assignment or order now negotiation of all or hereafter in effect in any jurisdiction affecting any part of such terms or the rights of the Administrative Agent or any lender with respect theretoNote. The liability of each Guarantor under this Guaranty hereunder shall be irrevocableabsolute, absolute unconditional and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity validity, genuineness or enforceability of the Note or any other Loan Document between Lender and Borrower or any agreement or instrument other Person relating thereto; (b) any change in the time, manner or manner, place of payment ofof the indebtedness under, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver of of, or any consent to to, or departure from from, any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Document or other agreement between Borrower or any of its Subsidiaries or otherwiseother Person and Lender, including the Note; (c) any taking, release or amendment or waiver insolvency of, or consent to departure fromvoluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceedings affecting Borrower or any other guaranty, for all Person or any of the Obligationstheir respective assets; (d) any changeother circumstance, restructuring or termination other than satisfaction of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the businessObligations by payment in full, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, Borrower or any other Person in respect of the Obligations or the Guaranteed Obligations; (e) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations or the Guaranteed Obligations shall be extended or modified, or such Guarantor performance or compliance shall be waived; (f) any of the acts mentioned in any of the provisions of the Note or any other Loan Documents shall be done or omitted; (g) the exercise of any of ▇▇▇▇▇▇’s rights or remedies under the Loan Documents; (h) the maturity of any of the Obligations or the Guaranteed Obligations shall be accelerated, or any of the Obligations or the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under the Note or any other Loan Documents shall be waived or any other guarantee of any of the Obligations or the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (i) any Lien or security interest granted to, or in favor of, the Lender as security for any of the Obligations or the Guaranteed Obligations shall fail to be perfected. No payment made by any Guarantor, any other guarantor or surety (any other than Person, or received or collected by Lender from any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or set off or application at any time in reduction of or in payment thereof)of the Obligations or the Guaranteed Obligations shall be deemed to modify, release or otherwise affect the liability of any Guarantor under this Guaranty for the balance of the Guaranteed Obligations. Notwithstanding any such payments received or collected by Lender in connection with the Obligations or the Guaranteed Obligations, each Guarantor shall, subject to the limitations herein contained, remain liable for the balance of the Guaranteed Obligations until all the Guaranteed Obligations are paid in full. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations or the Guaranteed Obligations is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower or any other Person otherwise, all as though such payment had not been made. Lender shall not be required to inquire into the powers of any Borrower Party or any respective member, partner, shareholder, manager, officer, director or any other agent acting or purporting to act on behalf of any Borrower Party, or any other signatory to any of the Loan Documents, and monies, advances, renewals or credits described in this Guaranty in fact borrowed or obtained from Lender in professed exercise of such powers shall be deemed to form part of the debts and liabilities hereby guaranteed, notwithstanding that such borrowing or obtaining of monies, advances, renewals, or credits shall be in excess of the powers of any Borrower Party or any respective partner, member, manager, officer, director or other agent of any Borrower Party aforesaid, or be in any way irregular, defective or informal.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, or any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any The failure of the Administrative Agent or any a Lender to disclose assert any claim or demand or to such Guarantor enforce any information relating right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the business, condition (financial Credit Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Administrative Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Credit Support Documents, regardless of any Lawlaw, rule, regulation or order by any governmental authority ("Governmental Rule") now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Beneficiary with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document of, or any agreement release or instrument relating theretodischarge of the Borrowers from liability under any Credit Support Document; (b) any change in the time, manner or place of payment or other performance of, or in any other term of, any or all or any of the Obligations under or in respect of the Loan Documents, Guaranteed Obligations; or any other amendment or waiver of of, or any consent to departure from any Loan Credit Support Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Borrowers; (c) any taking, release subordination, compromise, exchange, release, nonperfection or liquidation of any collateral, or any release, amendment or waiver of, or consent to departure from, any other guaranty, for any or all or any of the Guaranteed Obligations; (d) any exercise or nonexercise by Beneficiary of any right or privilege under this Guaranty or any of the other Credit Support Document; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor, the Borrowers or any other guarantor of the Guaranteed Obligations; or any action taken with respect to this Guaranty by any trustee, receiver or court in any such proceeding, whether or not Guarantor has had notice or knowledge of any of the foregoing; (f) any assignment or other transfer, in whole or in part, of this Guaranty or any Credit Support Document; (g) any acceptance of partial performance of the Guaranteed Obligations; (h) any consent to the transfer of, or any bid or purchase at sale of, any collateral for the Guaranteed Obligations; (i) any manner of application of collateral, or proceeds thereof, to any or all of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral or any other assets of the Borrowers; (j) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiariesthe Trust; (ek) any failure termination of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to Purchase Agreement (as defined in the business, condition (financial or otherwiseCredit Support Agreement), operationsincluding as a result of National Golf Properties, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsInc. having accepted a superior offer; or (gl) any other circumstance or (including any existence statute of or reliance on any representation by the Administrative Agent or any Lender limitations) that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Trust or a guarantor. Subject to Section 1(d), this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Beneficiary or any other guarantor Person upon the insolvency, bankruptcy or surety (other than reorganization of the Trust, Guarantor or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentshereof, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Bank with respect thereto. The liability of each Guarantor the Company under this Guaranty guaranty with regard to the Guaranteed Obligations of each Borrower shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of authorization, execution, validity or enforceability of any Loan Document or any illegality of such Borrower to become a Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating theretothereto (it being agreed by the Company that the Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) the Agent's or any Bank's exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of the Agent's or any Bank's right to enforce against any other Borrower of the Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under or in respect of the Loan Documents, such Borrower or any other amendment or waiver of or any consent to departure from any this Credit Agreement or the other Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit Documents (with regard to any Borrower such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of its Subsidiaries or otherwisethe Guaranteed Obligations; (c) any takingexchange, release or non-perfection of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the ObligationsGuaranteed Obligations of such Borrower; (d) any change, restructuring or termination change in ownership of the corporate structure or existence of any Borrower or any of its Subsidiariessuch Borrower; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects acceptance of any other Loan Party now or hereafter known to the Administrative Agent or partial payment(s) from such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Borrower; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the failure benefit of creditors, appointment of a receiver or trustee for all or any part of any Borrower's assets; (g) any assignment, participation or other Person to execute transfer, in whole or deliver in part, of the Agent's or any Bank's interest in and rights under this Guaranty, any supplement to this Guaranty Credit Agreement or any other Loan Document, or of the Agent's or any Bank's interest in the obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or agreement any debt instrument evidencing the Obligations or the release Guaranteed Obligations; (i) the Agent's or reduction of liability of any Guarantor Bank's vote, claim, distribution, election, acceptance, action or other guarantor inaction in any bankruptcy or surety with respect reorganization case related to the Obligations or the Guaranteed Obligations; or (gj) any other circumstance action or any existence of or reliance on any representation by the Administrative Agent or any Lender that circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, such Guarantor Borrower in respect of its Guaranteed Obligations. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agent or any other guarantor Bank upon the insolvency, bankruptcy or surety (other than reorganization of any Borrower or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be its obligations hereunder are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations, any other obligations of the Borrower and any security for or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, released, limited, deferred, reduced or otherwise affected to any defenses, it may now have or hereafter acquire in extent by reason of any way relating to, any or all of the following, whether or not such Guarantor or other Person has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any consent provisions of the Reimbursement Agreement or any agreement or instrument delivered pursuant thereto; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Reimbursement Agreement or any agreement or instrument delivered pursuant thereto; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to departure from the same or the subordination of the same to the payment of any Loan Documentother obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability or security in respect thereof; any sale, exchange, release, substitution, compromise or other action in respect of any security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any security; (vi) the exercise of any right or remedy available under the Reimbursement Agreement, at law, in equity or otherwise in respect of any security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any the Borrower or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Administrative Agent Borrower or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety (other than the occurrence of all of the following: (y) the indefeasible payment thereofin full of the Total Obligations and (z) the termination of the Bank's commitments under the Reimbursement Agreement and the Letter of Credit (the events in clauses (y) and (z) above, collectively, the "Termination Requirements").

Guaranty Absolute. Each Guarantor The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsSection 4, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each Guarantor the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor the Company hereby irrevocably waives any defenses, defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Credit Agreement or the Notes, if any, or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under or in respect of the Loan DocumentsCredit Agreement and the Notes, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Credit Agreement or the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any Borrower or the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or guarantor now or hereafter known to the Administrative Agent or such Lender (such Guarantor the Company waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (g) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Company or any other guarantor or surety (other than surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment thereof)of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty with respect to the Guaranteed Obligations shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Guaranteed Obligations or the Limited Notice to Proceed or the Contracts or any other agreement or instrument relating theretothereto to which Purchaser or Guarantor is a party unless the invalidity or unenforceability of such Guaranteed Obligation results from the successful assertion of invalidity or unenforceability by IFCO or Purchaser; (b) any change in the timefailure to exercise any right, manner remedy, power or place of payment of, or in any other term of, all or any of the Obligations privilege under or in respect of, the Limited Notice to Proceed or the Contracts or any liability of any other party (including, but not limited to, any other guarantor) with respect to any of the Loan DocumentsGuaranteed Obligations or the Limited Notice to Proceed or the Contracts, or any other amendment subordination of the payment or waiver performance of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Guaranteed Obligations to the payment or otherwiseperformance of any other indebtedness, liability or other obligations of the Purchaser; (c) any takingfurnishing to IFCO of any other guarantee or collateral for any Guaranteed Obligation or any exchange, non-perfection, failure to preserve, waste, deterioration, sale or disposition of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty of or security for the performance of all or any of the Guaranteed Obligations; (d) the insolvency of Purchaser or the Guarantor or any changeproceeding, restructuring voluntary or termination involuntary, involving the bankruptcy, insolvency, receivership, reorganization, arrangement, dissolution or liquidation of Purchaser or the Guarantor or any defense which Purchaser or the Guarantor may have by reason of the corporate structure order, decree or existence decision of any Borrower court or administrative body resulting from any such proceeding or Purchaser making a general assignment for the benefit of its Subsidiariescreditors or admitting in writing its inability to pay its debts as they become due; (e) any failure change in ownership of the Administrative Agent Purchaser or any Lender change, whether direct or indirect, in Guarantor's relationship to disclose to Purchaser, including, but not limited to, any such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects change by reason of any merger or any sale, transfer, issuance, admission or withdrawal of partners, or other Loan Party now disposition of any equity interest of Purchaser, Guarantor or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)other entity; (f) any change in or waiver of the failure time, place or manner of any other Person to execute or deliver this Guarantypayment, any supplement to this Guaranty or any other guaranty term, of any of the Guaranteed Obligations, or agreement any waiver of or any renewal, extension, increase, amendment or modification of or addition, consent or supplement Exhibit 10.50(a) to Form 10-Q for the Quarter Ended September 30, 2008 filed by ADA-ES, Inc. (File No. 000-50216) on November 7, 2008 to or deletion from, or any other action or inaction under or in respect of any of the Guaranteed Obligations or the release Limited Notice to Proceed or reduction of liability of the Contracts (any Guarantor such change, waiver, renewal, extension, increase, amendment, modification, addition, consent, supplement, deletion or other guarantor action or surety inaction with respect to the Contracts automatically becoming part of the Guaranteed Obligations; or) or any other document, instrument or agreement referred to therein so long as such action is made in accordance with the terms of the Limited Notice to Proceed or the Contracts, or any assignment or transfer of the Guaranteed Obligations or the Limited Notice to Proceed or the Contracts; (g) other than a defense of payment in full or performance in full that may be available to or asserted by Guarantor under the Limited Notice to Proceed or the Contracts, any other circumstance (with or any existence without notice to or knowledge of or reliance on any representation by the Administrative Agent or any Lender that Guarantor) which might otherwise constitute a defense available toagainst, or a legal or equitable discharge of, such Purchaser’s liability with respect to the Guaranteed Obligations or Guarantor’s liability under this Guaranty; or (h) notice of the occurrence of any of the foregoing. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment made, or any part thereof, by Purchaser under the Limited Notice to Proceed or the Contracts or by Guarantor hereunder is ordered rescinded or must otherwise be returned to Purchaser or Guarantor or any other guarantor their respective representatives, upon the insolvency, bankruptcy, reorganization, dissolution or surety (other than liquidation of Purchaser or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms of the other Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be Documents to which it is a party are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and any Collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any guaranty or other liability in respect thereof, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations under or additional Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Loan Documents, at law, in equity or otherwise in respect of any Collateral or other amendment security for any Guaranteed Obligations or waiver of for any guaranty or other liability in respect thereof, in any consent to departure from order and by any Loan Documentmanner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such Collateral or other security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any Borrower the Borrowers or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations; CHAR1\▇▇▇▇▇▇▇▇▇ (viii) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any supplement to this Guaranty Guaranteed Obligations or any other guaranty obligations of the Borrowers or agreement any other Person directly or the release or reduction indirectly liable for any Guaranteed Obligations, regardless of liability of what Guaranteed Obligations may remain unpaid after any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, setoff or counterclaim available to, the Borrowers, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety than the occurrence of all of the following: (A) the payment in full in cash of the Guaranteed Obligations (other than payment thereofcontingent and indemnification obligations not then due and payable and other than Secured Obligations described in the following clause (C), except as expressly set forth therein), (B) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement, and (C) the termination of, and settlement of all obligations of the applicable Consolidated Entity under, each Secured Hedge Agreement to which any Hedge Bank is a party and each Secured Cash Management Agreement to which any Cash Management Bank is a party to the extent the terms of such Secured Hedge Agreements and Cash Management Agreements require the termination thereof or settlement of the obligations of any Consolidated Entity thereunder as a result of the termination of the Credit Agreement (the events in clauses (A), (B) and (C) above, collectively, the “Termination Requirements”).

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms (a) The obligations of the Loan DocumentsGuarantor hereunder are absolute and irrevocable and, regardless upon the occurrence of any LawTrigger Event, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights unconditional and primary, irrespective of the Administrative Agent validity or enforceability of any Credit Document, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Guarantor may have against the Company or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective ofother Person, and each Guarantor hereby irrevocably waives any defensesshall remain in full force and effect without regard to, it may now have and shall not be released, discharged or hereafter acquire in any way relating affected by, any circumstance or condition whatsoever, including, without limitation: (i) any amendment to, modification of, supplement to or restatement of any Credit Document or any assignment or transfer of any interest therein, or any furnishing, acceptance or release of any security for the Obligations; (ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any Credit Document; (iii) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (iv) any merger, amalgamation or consolidation of the Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the following: assets of the Guarantor or of the Company to any Person; (av) any lack failure on the part of validity the Company for any reason to comply with or enforceability perform any of the terms of any Loan Document other agreement with the Guarantor; (vi) any failure on the part of the Secured Parties to obtain, maintain, register or otherwise perfect any agreement security; or instrument relating thereto;(vii) any other event or circumstance (other than the failure of a Trigger Event to occur) which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing). The Guarantor waives any right to receive notice of any of the foregoing. (b) The Guarantor unconditionally waives to the fullest extent permitted by law, (i) notice of acceptance hereof, of any change action taken or omitted in reliance hereon and of any default by the Company under the Credit Documents, (ii) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any Agent or Lender against the Guarantor, notice to the Company or to the Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the timeevent of the bankruptcy of the Company, (iii) any right to require any Agent or Lender to enforce, assert or exercise any right, power or remedy conferred in any Credit Document, (iv) any requirement for diligence on the part of any Agent or Lender and (v) any other act or omission or thing or delay in doing any other act or thing which might in any manner or place to any extent vary the risk of the Guarantor or otherwise operate as a discharge of or lessen the obligations of the Guarantor hereunder. (c) Without affecting the Guarantor’s obligations hereunder, the Agents and Lenders, without notice or demand to the Guarantor, may from time to time: (i) renew, compromise, extend, accelerate or otherwise change the time for payment of, or in any other term of, all or any part of the Obligations under Credit Documents or in respect the Obligations; (ii) change any of the Loan Documentsrepresentations, covenants, events of default or any other amendment terms or waiver conditions of or any consent pertaining to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from Credit Documents or the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; Obligations; (ciii) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, take and hold security for all or any the payment of the Obligations; , for the performance of this Guaranty Agreement or otherwise and exchange, enforce, waive, subordinate and release any such security; (div) apply any change, restructuring such security and direct the order or termination manner of sale thereof as the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent Agents and the Lenders to disclose such information); in their sole discretion may determine; (fv) obtain additional or substitute endorsers or guarantors; (vi) exercise or refrain from exercising any rights against the failure of Company and others; and (vii) apply any other Person to execute sums, by whomsoever paid or deliver this Guarantyhowever realized, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the payment of the Obligations; or (g) . The Agents shall have no obligation to proceed against any other circumstance additional or substitute endorsers or guarantors or to pursue or exhaust any existence of or reliance on any representation security provided by the Administrative Agent or any Lender that might otherwise constitute a defense available toCompany, or a discharge of, such the Guarantor or any other guarantor Person or surety (to pursue any other than payment thereof)remedy available to the holders.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement, any Loan Transaction Document or other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Facility Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or other Finance Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or nonperfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any Transaction Document or other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) Any change in the failure corporate existence, structure or ownership of BFE, or any insolvency, bankruptcy reorganization or other similar proceeding affecting BFE or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BFE's obligations pursuant to subsection 23.1(b) of the Facility Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than payment Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BFE of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared)., insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be other Credit Documents to which it is a party are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and any security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following:, whether or not such Guarantor has notice or knowledge thereof, except to the extent any of the following arises solely from or is solely the result of the Termination Requirements (as defined below): (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any consent provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to departure from any Loan Documentof the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge under any Insolvency Law, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any collateral or other security for any of the foregoing; (vi) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any Borrower or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of the Administrative Agent application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects other obligations of any other Loan Party now Borrower or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Guarantor or a discharge of, such Guarantor surety or any other guarantor or surety (other than payment thereof).generally

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Term Loan Agreement, or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Term Loan Agreement, or any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any The failure of the Administrative Agent or any a Lender to disclose assert any claim or demand or to such Guarantor enforce any information relating right or remedy against BLFC or any other Person hereunder or under the Term Loan Agreement or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the business, condition (financial Term Loan Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Administrative Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be other Transaction Documents to which it is a party are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and any Collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: , whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or waiver of or any consent to departure from any Loan Documentsupplement to, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Purchase Agreement, any other guaranty, for all Transaction Document or any agreement or instrument delivered pursuant to any of the foregoing; (1) the illegality, invalidity or unenforceability of any Guaranteed Obligations; , any guaranty or other liability in respect thereof or any provisions of the Purchase Agreement, any other Transaction Document or any agreement or instrument delivered pursuant to any of the foregoing; (dii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (2) any changemerger or consolidation of any Guarantor into or with any entity, restructuring or any sale, lease or transfer of any of the assets of any Guarantor to any other person or entity; (iii) any change in the ownership of any Guarantor or the Company or any change in the relationship between the Guarantors and the Company, or any termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; such relationship; (e3) any failure of by the Administrative Purchaser Agent or any Lender Purchaser to disclose to such Guarantor the Guarantors any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Guarantor or the Company now or hereafter known to the Administrative Purchaser Agent or such Lender Purchaser; (such Guarantor waiving iv) any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure discharge, modification, settlement, compromise or other action in respect of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty Guaranteed Obligations or any other guaranty or agreement other liability in respect thereof, including any acceptance or the release or reduction of liability refusal of any Guarantor offer or other guarantor or surety performance with respect to the Obligationssame or the subordination of the same to the payment of any other obligations; or (g4) any other circumstance agreement not to pursue or enforce or any existence failure to pursue or enforce (whether voluntarily or involuntarily, as a result of operation of law, court order or reliance otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (v) the exercise of any right or remedy available under the Transaction Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including foreclosure on any representation such Collateral or other security by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (other than payment thereof).any

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocableabsolute, absolute irrevocable and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity defect or enforceability of deficiency in any Loan Document Agreement or any agreement or instrument relating theretoother documents executed in connection with any Agreement; (b) any modification, extension or waiver of any of the terms of any Agreement; (c) any change in the time, manner manner, terms or place of payment of, of or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Agreement or any of its Subsidiaries other agreement or otherwiseinstrument executed in connection therewith; (cd) any takingsale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any set off against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by the Counterparty to exercise, in whole or in part, any failure of right or remedy held by the Administrative Agent Counterparty with respect to any Agreement or any Lender to disclose to such Guarantor transaction under any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);Agreement; or (f) any change in the failure existence, structure or ownership of the Guarantor or Company, or any bankruptcy, insolvency, reorganization, liquidation, receivership, or similar proceeding affecting Company or its assets. The obligations of the Guarantor hereunder are several and not joint with Company 01 any other Person person, and are primary obligations for which the Guarantor is the principal obligor. There are no conditions precedent to execute or deliver the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for the Counterparty, in order to enforce payment by the Guarantor under this Guaranty, to exhaust its remedies against Company, any supplement to this Guaranty collateral pledged by Company, any other guarantor, or any other guaranty person liable for the payment or agreement or performance of the release or reduction Guaranteed Obligations. This Guaranty is one of liability payment and not of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence collection and shall apply regardless of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available towhether recovery of all such Guaranteed Obligations may be discharged, or a discharge ofuncollectible in any bankruptcy, such insolvency, reorganization, liquidation, receivership, or similar proceeding affecting Company or its assets. Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Company is or any other guarantor may be entitled to arising from or surety (other than payment thereof)out of the Agreements or otherwise, except as limited herein and except for defenses arising out of the bankruptcy, insolvency, reorganization, liquidation, receivership, or similar proceeding affecting Company or its assets.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations;Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (other than payment thereof).

Guaranty Absolute. Each The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Credit Agreement, the Notes, the Letter of Credit Reimbursement Agreement, and all other Loan Documents, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Bank with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional unconditional, to the extent permitted by applicable law, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or defect or deficiency in the Credit Agreement, the Notes, the Letter of Credit Reimbursement Agreement, or any agreement or instrument relating theretoof the other Loan Documents; (b) any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Credit Agreement, includingthe Notes, without limitationthe Letter of Credit Reimbursement Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe other Loan Documents; (c) any takingsale, exchange, release or non-perfection of any Property hereafter standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any set-off against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Obligations; (d) any changechange in the existence, restructuring structure or termination ownership of the corporate structure Guarantor or existence of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any of its Subsidiariesassets; (e) the existence of any failure claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the holder or holders of the Administrative Agent Notes or any Lender to disclose to such Guarantor Note, or any information relating to other Person, whether or not arising in connection with this Guaranty, the businessCredit Agreement, condition (financial the Notes, the Letter of Credit Reimbursement Agreement, or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Borrower or any other Person (including any guarantor) in respect of the Obligations, other than payment in full by the Borrower of the Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned, refunded or repaid by the Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or any other guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other guarantor or surety (any substantial part of the property of the Borrower or any other than guarantor or otherwise, all as though such payment thereof)or payments had not been made. The obligations of the Guarantor under this Guaranty shall not be subject to reduction, termination or other impairment by reason of any setoff, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. Each Guarantor jointly and severally guarantees that the Obligations will be paid paid, performed and observed strictly in accordance with the terms of the Loan DocumentsAgreements, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity validity, regularity or enforceability of any Loan Document of the Agreements or any other agreement or instrument relating thereto; (bii) any lack of validity, regularity or enforceability of this Guaranty or any other agreement or instrument relating hereto; (iii) any modification or change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsObligations, or any other modification, change, amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension term of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Agreements; (civ) any takingexchange, release or non-perfection of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (ev) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty Lender or any other guaranty person or agreement entity to exercise, or any delay in exercising, any right under the release Agreements or reduction of liability of any Guarantor other document or other guarantor or surety with respect to the Obligationsinstrument delivered in connection therewith; or (gvi) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Borrower, the Guarantor or any other guarantor with respect to the Obligations (including, without limitation, all defenses based on suretyship or surety (impairment of collateral, and all defenses that Borrower may assert to the repayment of the Obligations, including, without limitation, failure of consideration, breach of warranty, fraud, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury), this Guaranty and the obligations of the Guarantor under this Guaranty. Guarantor hereby agrees that if Borrower or any other guarantor of all or a portion of the Obligations is the subject of a bankruptcy proceeding or similar proceeding under Title 11 of the U.S. Code or any similar legislation relating to bankruptcy or insolvency, it will not assert the pendency of such proceeding or any order entered therein as a defense to the timely payment of the Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. Guarantor’s obligations and liability under this Guaranty shall be on a “joint and several” basis along with Borrower to the same degree and extent as if Guarantor had been and/or will be a co-principal obligor of the Obligations. In the event that there is more than payment thereof)one Guarantor under this Guaranty, or in the event that there are other guarantors, endorsers or sureties of all or any portion of the Obligations, Guarantor’s obligations and liability hereunder shall further be on a “joint and several” basis along with such other guarantors, endorsers and/or sureties.

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be other Credit Documents to which it is a party are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations or any collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any consent provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to departure from any Loan Documentof the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such collateral or other security; (vi) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such collateral or other security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any the Borrower or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Administrative Agent Borrower or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety than the occurrence of all of the following: (x) the payment in full of the Total Obligations in existence on the date the event discussed in (y) occurs (other than payment thereofcontingent and indemnification obligations not then due and payable), (y) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of, and settlement of all obligations of the Borrower, under each permitted Hedge Agreement to which any Hedge Party is a party (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement, any Loan Transaction Document or other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Facility Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or other Finance Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any Transaction Document or other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) the failure Any bankruptcy of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; orBFE; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any limitation of BFE's obligations pursuant to subsection 20(b) of the Facility Agreement. The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNote and/or any other Ancillary Agreement, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Borrower with respect thereto. Each Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Inmark to induce such Guarantor to enter into this Guaranty and (ii) any extension of credit to the Borrower shall be governed solely by the provisions of the Note. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, in accordance with its terms, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the following: Note or any other Ancillary Agreement or any assignment or transfer of any thereof, (ab) any lack of validity or enforceability of any Loan Document the Note or any other Ancillary Agreement or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Inmark or its assignees or any acceptance thereof or any release of any security by Inmark or its assignees, (d) any limitation on any party's liability or obligation under the Note or any other Ancillary Agreement or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or instrument relating thereto; any term thereof, (be) any change in the timebankruptcy, manner insolvency, reorganization, composition, adjustment, dissolution, liquidation or place of payment ofother like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not such Guarantor shall have notice or knowledge of any of the Obligations under foregoing, (f) any exchange, release or in respect nonperfection of the Loan Documentsany collateral, or any other release, or amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower guaranty or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guarantysecurity, for all or any of the Obligations; (d) any change, restructuring Obligations or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor. Any amounts due from any Guarantor to Inmark shall bear interest until such amounts are paid in full at the Default Rate. Obligations include post-petition interest whether or any other guarantor not allowed or surety (other than payment thereof)allowable.

Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will shall be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocableis absolute, absolute irrevocable and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including, without limitation, including any increase or decrease in the Obligations resulting from the extension rate of additional credit to any Borrower or any of its Subsidiaries or otherwise; interest thereon; (cii) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation act by the Administrative Agent or the Lenders with respect to, or any Lender that impairment of any Lien on, any other guaranty or support document, or any exchange, release or non-perfection of, or failure to act by the Administrative Agent or the Lenders with respect to, any collateral securing payment or performance, of all or any part of the Guaranteed Obligations; (iii) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Obligations or any Loan Document; (iv) any change in the corporate existence, structure, or ownership of the Borrower, the Company or any other Loan Party; (v) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document; and (vi) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower, the Company or a Guarantor, other than the Payment in Full of the Guaranteed Obligations. (b) Each Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Guarantor be exonerated or discharged by, any of the following events: (i) any insolvency proceeding with respect to the Borrower, the Company, any Guarantor, any other Loan Party or any other Person; (ii) any limitation, discharge, or cessation of the liability of the Borrower, the Company, any Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (iii) any merger, acquisition, consolidation or change in structure of the Borrower, the Company, any Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Borrower, the Company, any Guarantor, any other Loan Party or other Person; (iv) any assignment or other transfer, in whole or in part, of the Administrative Agent’s interests in and rights under this Guaranty or the other Loan Documents, including the Administrative Agent’s right to receive payment of the Guaranteed Obligations; (v) any claim, defense, counterclaim or setoff, other than that of prior performance or Payment in Full of the Guaranteed Obligations, that the Borrower, the Company, any Guarantor, any other Loan Party or 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; (vi) the Administrative Agent’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, any collateral securing payment or performance of all or any part of the Guaranteed Obligations, or the Administrative Agent’s exchange, release, or waiver of any collateral securing the payment or performance of all or any part of the Guaranteed Obligations; (vii) the Administrative Agent’s exercise or nonexercise of any power, right or remedy with respect to any of any collateral securing payment or performance of all or any part of the Guaranteed Obligations, including the Administrative Agent’s compromise, release, settlement or waiver with or of the Borrower, the Company, any Guarantor, any other Loan Party or any other Person; (viii) the Administrative Agent’s vote, claim, distribution, election, acceptance, action or inaction in any insolvency proceeding related to the Guaranteed Obligations; (ix) any impairment or invalidity of any of any collateral securing payment or performance of all or any part of the Guaranteed Obligations or any failure to perfect any of the Administrative Agent’s Liens thereon or therein; and (x) any other guaranty, whether by such Guarantor or any other guarantor Person, of all or surety any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrower to the Administrative Agent. (c) The obligations of each Guarantor hereunder are independent of and separate from the obligations of the Borrower, the Company and any other than payment thereof)Loan Party and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be brought against any Guarantor, whether or not the Borrower, the Company or any other Loan Party is joined therein or a separate action or actions are brought against the Borrower, the Company or any other Loan Party.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement or any Loan other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Facility Agreement or any of its Subsidiaries other Finance Document or otherwiseany other agreement or instrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) Any change in the failure corporate existence, structure or ownership of BFE, or any insolvency, bankruptcy reorganization or other similar proceeding affecting BFE or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a - 3 - declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BFE of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. Each The Guarantor guarantees that the Obligations will be paid or performed, as the case may be, strictly in accordance with the terms of the Credit Agreement and the other applicable Borrower Loan Documents, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack Any illegality, irregularity, invalidity or unenforceability of validity the Credit Agreement or enforceability of any the other Borrower Loan Document Documents or any other agreement or instrument relating to Borrower's Obligations or any legal or equitable defenses or rights available to the Borrower under or with respect thereto, or by any modification, release, or other alteration of any of the Obligations or of any other security therefor, or by any agreements or arrangements whatever with the Borrower or anyone else; (b) any Any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any other Borrower Loan Document, with or without notice to the Guarantor (including, without limitation, the granting to the Borrower of any increase in the Obligations resulting from the indulgences or extension of additional credit time for any payment or payments or for performance of any Obligation, the acceptance of partial performance, payment or payments by the Borrower, the exchange, release or replacement of any security or collateral, and the agreement to any Borrower modifications or any of its Subsidiaries or otherwiseamendments thereof); (c) any taking, Any release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty for all or any of the Obligations;; or (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense (other than payment) available to, or a discharge of, such the Borrower in respect of the Obligations or the Guarantor or any other guarantor or surety (other than payment thereof)in respect of this Guaranty.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty with respect to the guaranteed obligations shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the EPC Agreement or any agreement other agreement, guaranty or instrument relating theretothereto (if such lack of validity or enforceability is due to any act or omission of Contractor or Guarantor or an event within the control of Contractor or Guarantor); (b) any change in the timeamendment to, manner waiver of or place of payment ofconsent to departure from, or in failure to exercise any other term ofright, all remedy, power or any of the Obligations privilege under or in respect of the Loan Documents, EPC Agreement or any other amendment guaranty; PROVIDED, HOWEVER, that for the avoidance of doubt, Guarantor and Owner hereby agree that the obligations of Contractor under the EPC Agreement guaranteed by Guarantor hereunder shall be such obligations of Contractor as they may have been amended or waiver waived in accordance with the terms of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseEPC Agreement; (c) any takingexchange, release or nonperfection of any collateral, or any release or amendment or waiver of, or consent to departure from, any other guaranty, guaranty of or security for the performance of all or any of the Obligationsobligations of Contractor under the EPC Agreement; (d) the insolvency of Contractor or any changeother party or guarantor or any proceeding, restructuring voluntary or termination involuntary, involving the bankruptcy, insolvency, receivership, reorganization, arrangement, dissolution or liquidation of Contractor or any other guarantor or any defense which Guarantor or Contractor or any other guarantor may have by reason of the corporate structure order, decree or existence decision of any Borrower court or administrative body resulting from any of its Subsidiariessuch proceeding; (e) any failure change in ownership of the Administrative Agent Contractor or any Lender change, whether direct or indirect, in Guarantor's relationship to disclose Contractor or in the relationship of Contractor to any other guarantor, including, without limitation, any such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects change by reason of any merger or any sale, transfer, issuance, or other Loan Party now disposition of any stock of, or hereafter known to the Administrative Agent other equity interest in, Contractor, Guarantor or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);other entity; and (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance of a similar or any existence of or reliance on any representation by the Administrative Agent or any Lender that different nature which might otherwise constitute a defense available toto Guarantor as a guarantor (PROVIDED, HOWEVER, that this clause 4(f) shall not prevent Guarantor from being able to assert as a defense to its performance under this Guaranty, any defense which is available to Contractor under the EPC Agreement, other than any defenses arising out of the matters described in this Section 4). This Guaranty shall continue to be effective, or a discharge ofbe reinstated, such as the case may be, if at any time any payment, or any part thereof, to Owner by Contractor under the EPC Agreement or by Guarantor hereunder or by any other guarantor under any other guaranty of the EPC Agreement is rescinded or must otherwise be returned by Owner to Guarantor or Contractor or any of their respective representatives or any other guarantor for any reason, including, without limitation, upon the insolvency, bankruptcy, reorganization, dissolution or surety (liquidation of Contractor or any other than guarantor, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor The Parent guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor the Parent under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor the Parent hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower the Parent or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower the Parent or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor the Parent any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Parent now or hereafter known to the Administrative Agent or such Lender (such Guarantor the Parent waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor the Parent or other guarantor or surety with respect to the Obligations; or; (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Parent, the Borrower or any other guarantor or surety (other than payment thereof); or (h) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed Obligation.

Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will shall be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocableis absolute, absolute irrevocable and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including, without limitation, including any increase or decrease in the Obligations resulting from the extension rate of additional credit to any Borrower or any of its Subsidiaries or otherwise; interest thereon; (cii) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation act by the Administrative Agent or the Lenders with respect to, or any Lender that impairment of any Lien on, any other guaranty or support document, or any exchange, release or non-perfection of, or failure to act by the Administrative Agent or the Lenders with respect to, any collateral securing payment or performance, of all or any part of the Guaranteed Obligations; (iii) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Obligations or any Loan Document; (iv) any change in the corporate existence, structure, or ownership of the Borrower, the Company or any other Loan Party; (v) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document; and (vi) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower, the Company or a Guarantor, other than the Payment in Full of the Guaranteed Obligations. (b) Each Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect until this Guaranty is terminated pursuant to Section 17 hereof, without regard to, and shall not be impaired or affected by, nor shall such Guarantor be exonerated or discharged by, any of the following events: (i) any insolvency proceeding with respect to the Borrower, the Company, any Guarantor, any other Loan Party or any other Person; (ii) any limitation, discharge, or cessation of the liability of the Borrower, the Company, any Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (iii) any merger, acquisition, consolidation or change in structure of the Borrower, the Company, any Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Borrower, the Company, any Guarantor, any other Loan Party or other Person; (iv) any assignment or other transfer, in whole or in part, of the Administrative Agent’s interests in and rights under this Guaranty or the other Loan Documents, including the Administrative Agent’s right to receive payment of the Guaranteed Obligations; (v) any claim, defense, counterclaim or setoff, other than that of prior performance or Payment in Full of the Guaranteed Obligations, that the Borrower, the Company, any Guarantor, any other Loan Party or 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; (vi) the Administrative Agent’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, any collateral securing payment or performance of all or any part of the Guaranteed Obligations, or the Administrative Agent’s exchange, release, or waiver of any collateral securing the payment or performance of all or any part of the Guaranteed Obligations; (vii) the Administrative Agent’s exercise or nonexercise of any power, right or remedy with respect to any of any collateral securing payment or performance of all or any part of the Guaranteed Obligations, including the Administrative Agent’s compromise, release, settlement or waiver with or of the Borrower, the Company, any Guarantor, any other Loan Party or any other Person; (viii) the Administrative Agent’s vote, claim, distribution, election, acceptance, action or inaction in any insolvency proceeding related to the Guaranteed Obligations; (ix) any impairment or invalidity of any of any collateral securing payment or performance of all or any part of the Guaranteed Obligations or any failure to perfect any of the Administrative Agent’s Liens thereon or therein; and (x) any other guaranty, whether by such Guarantor or any other guarantor Person, of all or surety any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrower to the Administrative Agent. (c) The obligations of each Guarantor hereunder are independent of and separate from the obligations of the Borrower, the Company and any other than payment thereof)Loan Party and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be brought against any Guarantor, whether or not the Borrower, the Company or any other Loan Party is joined therein or a separate action or actions are brought against the Borrower, the Company or any other Loan Party.

Guaranty Absolute. Each Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be its obligations hereunder are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and any Collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any consent provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to departure from any Loan Documentof the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such Collateral or other security by any manner of additional credit to any Borrower or any of its Subsidiaries or otherwisesale thereby permitted; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any the Borrower or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Administrative Agent Borrower or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety (other than the occurrence of all of the following: (y) the payment thereofin full of the Total Obligations and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (y) and (z) above, collectively, the "Termination Requirements").

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocableabsolute, absolute irrevocable and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity defect or enforceability of any Loan Document deficiency in the Agreement or any agreement or instrument relating theretoother documents executed in connection with the Agreement; (b) any modification, extension or waiver of any of the terms of the Agreement; (c) any change in the time, manner manner, terms or place of payment of, of or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Agreement or any of its Subsidiaries other agreement or otherwiseinstrument executed in connection therewith; (cd) any takingsale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by the Counterparty to exercise, in whole or in part, any failure of right or remedy held by the Administrative Agent Counterparty with respect to the Agreement or any Lender to disclose to such Guarantor any information relating to transaction under the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Agreement; (f) any change in the failure existence, structure or ownership of any other Person to execute the Guarantor or deliver this GuarantyCompany, any supplement to this Guaranty or any other guaranty bankruptcy, insolvency, reorganization, liquidation, receivership, or agreement similar proceeding affecting Company or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationsits assets; or (g) subject to Guarantor’s reservations in the last sentence of this Paragraph 2, any other circumstance or any existence dispute between Counterparty and the Company in connection with the Guaranteed Obligations. The obligations of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor hereunder are several and not joint with Company or any other guarantor person, and are primary obligations for which the Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for the Counterparty, in order to enforce obligations by the Guarantor under this Guaranty, to exhaust its remedies against Company, any collateral pledged by Company, any other guarantor, or surety (any other than person liable for the payment thereof)or performance of the Guaranteed Obligations. This Guaranty is one of payment and not of collection and shall apply regardless of whether recovery of all such Guaranteed Obligations may be discharged, or uncollectible in any bankruptcy, insolvency, reorganization, liquidation, receivership, or similar proceeding affecting Company or its assets. This Guaranty is a continuing guaranty and shall apply to all present and future transactions entered into under the Agreement. Notwithstanding any other provision hereof, and without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Company is or may be entitled to arising from or out of the Agreements or otherwise, except as expressly limited herein and except for defenses arising out of any lack of authority by Company to enter into the Guaranteed Obligations or the bankruptcy, insolvency, reorganization, liquidation, receivership, or similar proceeding affecting Company or its assets.

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be other Investment Documents to which it is a party are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and any Collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any consent provisions of the Investment Agreement, any other Investment Document or any agreement or instrument delivered pursuant to departure from any Loan Documentof the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Investment Agreement, any other Investment Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Investment Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such Collateral or other security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any Borrower the Company or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Administrative Agent Company or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Company, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety than the occurrence of all of the following: (x) the payment in full in cash of the Guaranteed Obligations (other than payment thereofcontingent and indemnification obligations not then due and payable), and (y) the termination of the Commitments (the events in clauses (x) and (y), collectively, the “Termination Requirements”).

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Letter of Credit Agent, the Administrative Agent, the Collateral Agent or any lender the Trustee with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Letter of Credit Reimbursement Agreement, the Liquidity Agreement, any Loan other Transaction Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Letter of Credit Reimbursement Agreement, including, without limitationthe Liquidity Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower other Transaction Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non‑perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Letter of Credit Agent, the Administrative Agent, the Collateral Agent or existence of the Trustee to assert any Borrower claim or demand or to enforce any right or remedy against the Company, BAFC or any of its Subsidiariesother Person hereunder or under the other Transaction Documents; (e) any Any failure of the Administrative Agent by BAFC or any Lender to disclose to such Guarantor other Program Party in the performance of any information relating obligation with respect to the businessLetter of Credit Reimbursement Agreement, condition (financial the Liquidity Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Commercial Paper Program Document; (f) Any change in the failure corporate existence, structure or ownership of the Company, BAFC or any other Person, or any insolvency, bankruptcy reorganization or other similar proceeding affecting the Company, BAFC or any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty of its assets or agreement or resulting in the release or reduction of liability discharge of any Guarantor or other guarantor or surety with respect to of the Guaranty Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, the Company, BAFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Letter of Credit Agent’s, the Administrative Agent's or the Trustees' rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Guarantor, the Company, BAFC or any other Person of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to the Company or BAFC, any repayment by BAFC to the Letter of Credit Agent or the Letter of Credit Banks, the Administrative Agent or the Liquidity Banks or the Collateral Agent (in each case, other than the full and final payment of all of the Guaranty Obligations), any repayment by the Company to the Investor Certificateholders (other than the full and final payment thereofof all amounts due and owing to such Investor Certificateholders), the allocation by the Letter of Credit Agent, the Letter of Credit Banks, the Administrative Agent, the Liquidity Banks, the Collateral Agent or the Trustee of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to the Company or BAFC.

Guaranty Absolute. Each This Guaranty shall be deemed accepted upon receipt by Seller. Guarantor hereby guarantees that the Obligations will be paid performed strictly in accordance with the terms of the Loan Transaction Documents. The Obligations constitute a present and continuing guaranty of payment and performance, regardless and not of any Lawcollectability. Promptly upon Seller’s request, regulation or order now or hereafter in effect in any jurisdiction affecting any Guarantor will deliver a reaffirmation of such terms or the rights of the Administrative Agent or any lender with respect theretothis Guaranty confirming its obligations hereunder. The liability of each Guarantor under this Guaranty Agreement shall be irrevocableabsolute, absolute unconditional, present and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or continuing until all of the followingObligations have been indefeasibly paid in full or performed, as applicable, irrespective of: (a) any lack assignment or other transfer of validity or enforceability of any Loan Document the Transaction Documents or any agreement or instrument relating theretoof the rights thereunder of Buyer therein; (b) any change in the timeamendment, manner supplement, waiver, renewal, extension or place of payment release of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to or departure from any Loan Documentor other action or inaction related to, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseTransaction Documents; (c) any takingamendment, release modification, increase, reduction, extension or amendment or waiver of, or consent to departure from, any other guaranty, for all or any rearrangement of the Obligations; (d) any change, restructuring acceptance by Seller of partial payment or termination of the corporate structure or existence of any Borrower or any of its Subsidiariesperformance from Buyer; (e) any failure bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation, or other like proceeding relating to Buyer, or any action taken with respect to any of the Administrative Agent Transaction Documents or this Guaranty by any Lender to disclose to trustee or receiver, or by any court, in any such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)proceeding; (f) the failure any absence of any other Person to execute notice to, or deliver this Guarantyknowledge by, any supplement to this Guaranty Guarantor, of the existence or any other guaranty or agreement or the release or reduction of liability occurrence of any Guarantor of the matters or other guarantor or surety with respect to events set forth in the Obligations; orforegoing subsections (a) through (e); (g) all notices and demands whether of presentment, protest, demand, grace, dishonor or otherwise, other than any notices and demands expressly set forth herein; (h) any change in entity structure, existence or ownership of Buyer or Guarantor; and (i) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such a guarantor. Notwithstanding anything to the contrary set forth in this Guaranty and without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, counterclaims and other defenses to which Buyer is or any other guarantor may be entitled to arising from or surety (other than payment thereof)out of the Transaction Documents, except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of Buyer, the power or authority of Buyer to enter into the Transaction Documents and to perform its obligations thereunder, and the lack of enforceability of Buyer’s obligations under the Transaction Documents.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Revolving Administrative Agent or any lender Revolving Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Revolving Credit Agreement, any Transaction Document or any Revolving Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Revolving Credit Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or any of its Subsidiaries Revolving Loan Document or otherwiseany other agreement or instrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Revolving Administrative Agent or existence of a Revolving Lender to assert any Borrower claim or demand or to enforce any right or remedy against BLFC or any of its Subsidiariesother Person hereunder or under the Revolving Credit Agreement or any Transaction Document or any Revolving Loan Document; (e) Any failure by BLFC in the performance of any failure of obligation with respect to the Administrative Agent Revolving Credit Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Revolving Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Revolving Credit Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Revolving Administrative Agent’s or the Revolving Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Revolving Administrative Agent or the Revolving Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Revolving Administrative Agent or the Revolving Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; ; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; ; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; ; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; ; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); ; (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (other than payment thereof).

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Debt Documents, except to the extent modified by the Restructure Documents, regardless of any Lawlaw, rule, regulation or order by any governmental authority ("Governmental Rule") now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Collateral Agent or any lender of the Secured Creditors with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document of, or any agreement release or instrument relating theretodischarge of the Company from liability under any Debt Document; (b) any change in the time, manner or place of payment or other performance of, or in any other term of, any or all or any of the Obligations under or in respect of the Loan Documents, Guaranteed Obligations; or any other amendment or waiver of of, or any consent to departure from any Loan Debt Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Company; (c) any taking, release subordination, compromise, exchange, release, nonperfection or liquidation of any collateral, or any release, amendment or waiver of, or consent to departure from, any other guaranty, for any or all or any of the Guaranteed Obligations; (d) any exercise or nonexercise by the Collateral Agent or any Secured Creditor of any right or privilege under this Guaranty or any of the other Debt Documents; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor, the Company or any other guarantor of the Guaranteed Obligations; or any action taken with respect to this Guaranty by any trustee, receiver or court in any such proceeding, whether or not the Guarantor has had notice or knowledge of any of the foregoing; (f) any assignment or other transfer, in whole or in part, of this Guaranty or any Debt Document; (g) any acceptance of partial performance of the Guaranteed Obligations; (h) any consent to the transfer of, or any bid or purchase at sale of, any collateral for the Guaranteed Obligations; (i) any manner of application of collateral, or proceeds thereof, to any or all of the Guaranteed Obligations; or any manner of sale or other disposition of any collateral or any other assets of the Company; (j) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsCompany; or (gk) any other circumstance or (including any existence statute of or reliance on any representation by the Administrative Agent or any Lender limitations) that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Company or a guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Collateral Agent, any Secured Creditor or any other guarantor Person upon the insolvency, bankruptcy or surety (other than reorganization of the Company, the Guarantor or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documentsthis Agreement, regardless of any Law, regulation or order Legal Requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender LC Participant with respect thereto. The liability guaranty provided for in Section 8.1 is a guaranty of payment, not of collection and each Guarantor's obligations hereunder are primary, not secondary. The obligations of each Guarantor under this Guaranty Section 8.1 are independent of the Obligations, joint and several with any other Guarantor in each and every particular, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against the Company or any other Person or whether the Company or any other Person is joined in any such action or actions. The liability of the Guarantors under Section 8.1 shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document other provision of this Agreement or any agreement or instrument relating theretoother Credit Document; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documentsany other liabilities, or any other amendment or waiver of or any consent to departure from this Agreement or any Loan other Credit Document, including, without limitation, including any increase in the Obligations or any other liabilities resulting from the extension of additional credit to any Borrower the Company or any of its Subsidiaries otherwise (and the guarantee under this Article VIII will apply to such Credit Documents or otherwiseother document or security as amended or replaced); (c) any taking, exchange, release or non-perfection of any collateral (if any), or any taking, release, amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty for all or any of the ObligationsObligations or any other liabilities; (d) any manner of application of collateral (if any), or proceeds thereof or of collections on account of any other guaranty to all or any of the Obligations or any other liabilities, or any manner of disposition of any collateral for all or any of the Obligations or any other liabilities or any other assets of the Company; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);Company; or (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that circumstances which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Company or any other a guarantor or surety (other than payment thereofthe defense of prior payment). Notwithstanding the foregoing, each of the Guarantors shall be liable under this Article VIII only for amounts aggregating up to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any other applicable law.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement, or any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any The failure of the Administrative Agent or any a Lender to disclose assert any claim or demand or to such Guarantor enforce any information relating right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the business, condition (financial Credit Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Administrative Agent's or the Lenders' rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of or defect or deficiency in any Loan Document Agreement or any agreement or instrument relating theretoother documents executed in connection with any Agreement; (b) any modification, extension or waiver of any of the terms of any Agreement; (c) any change in the time, manner manner, terms or place of payment of, of or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Agreement or any of its Subsidiaries other agreement or otherwiseinstrument executed in connection therewith; (cd) any takingsale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed, or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from this Guaranty or any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by Creditor to exercise, in whole or in part, any failure of the Administrative Agent right or remedy held by Creditor with respect to any Agreement or any Lender to disclose to such Guarantor transaction under any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Agreement; (f) any change in the failure existence, structure or ownership of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty Guarantor or any other guaranty Debtor, or agreement or the release or reduction of liability of any Guarantor insolvency, bankruptcy, reorganization or other guarantor similar proceeding affecting any Debtor or surety with respect to the Obligationsits assets; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such any Debtor or any other individual, partnership, joint venture, corporation, association, trust or other enterprise that is a party to any Agreement, or any other agreement or instrument (including any guarantor) in respect of the Guaranteed Obligations, other than payment in full of the Guaranteed Obligations. The obligations of the Guarantor hereunder are several from any Debtor or any other person, and are primary obligations concerning which the Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for Creditor, in order to enforce payment by Guarantor under this Guaranty, to show any proof of any Debtor's default, to exhaust its remedies against any Debtor, any other guarantor, or any other person liable for the payment or performance of the Guaranteed Obligations. Creditor shall not be required to mitigate damages or take any other action to reduce, collect, or enforce the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations are annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned, refunded or repaid by Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Debtor or any other guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Debtor or any other guarantor or surety (other than any substantial part of its property or otherwise, all as though such payment thereof)or payments had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Letter of Credit Agent, the Administrative Agent, the Collateral Agent or any lender the Trustee with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Letter of Credit Reimbursement Agreement, the Liquidity Agreement, any Loan other Transaction Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Letter of Credit Reimbursement Agreement, including, without limitationthe Liquidity Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower other Transaction Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Letter of Credit Agent, the Administrative Agent, the Collateral Agent or existence of the Trustee to assert any Borrower claim or demand or to enforce any right or remedy against the Company, BAFC or any of its Subsidiariesother Person hereunder or under the other Transaction Documents; (e) any Any failure of the Administrative Agent by BAFC or any Lender to disclose to such Guarantor other Program Party in the performance of any information relating obligation with respect to the businessLetter of Credit Reimbursement Agreement, condition (financial the Liquidity Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Commercial Paper Program Document; (f) Any change in the failure corporate existence, structure or ownership of the Company, BAFC or any other Person, or any insolvency, bankruptcy reorganization or other similar proceeding affecting the Company, BAFC or any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty of its assets or agreement or resulting in the release or reduction of liability discharge of any Guarantor or other guarantor or surety with respect to of the Guaranty Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, the Company, BAFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Letter of Credit Agent’s, the Administrative Agent’s or the Trustees’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Guarantor, the Company, BAFC or any other Person of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to the Company or BAFC, any repayment by BAFC to the Letter of Credit Agent or the Letter of Credit Banks, the Administrative Agent or the Liquidity Banks or the Collateral Agent (in each case, other than the full and final payment of all of the Guaranty Obligations), any repayment by the Company to the Investor Certificateholders (other than the full and final payment thereofof all amounts due and owing to such Investor Certificateholders), allocation by the Letter of Credit Agent, the Letter of Credit Banks, the Administrative Agent, the Liquidity Banks, the Collateral Agent or the Trustee of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefore, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to the Company or BAFC.

Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will shall be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocableis absolute, absolute irrevocable and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranteed Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including, without limitation, including any increase or decrease in the Obligations resulting from the extension rate of additional credit to any Borrower or any of its Subsidiaries or otherwise; interest thereon; (cii) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation act by the Administrative Agent or the Lenders with respect to, or any Lender that impairment of any Lien on, any other guaranty or support document, or any exchange, release or non-perfection of, or failure to act by the Administrative Agent or the Lenders with respect to, any collateral securing payment or performance, of all or any part of the Guaranteed Obligations; (iii) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Obligations or any Loan Document; (iv) any change in the corporate existence, structure, or | ownership of the Borrower, the Company or any other Loan Party; (v) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document; and (vi) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower, the Company or a Guarantor, other than the Payment in Full of the Guaranteed Obligations. (b) Each Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect until this Guaranty is terminated pursuant to Section 17 hereof, without regard to, and shall not be impaired or affected by, nor shall such Guarantor be exonerated or discharged by, any of the following events: (i) any insolvency proceeding with respect to the Borrower, the Company, any Guarantor, any other Loan Party or any other Person; (ii) any limitation, discharge, or cessation of the liability of the Borrower, the Company, any Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (iii) any merger, acquisition, consolidation or change in structure of the Borrower, the Company, any Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Borrower, the Company, any Guarantor, any other Loan Party or other Person; (iv) any assignment or other transfer, in whole or in part, of the Administrative Agent’s interests in and rights under this Guaranty or the other Loan Documents, including the Administrative Agent’s right to receive payment of the Guaranteed Obligations; (v) any claim, defense, counterclaim or setoff, other than that of prior performance or Payment in Full of the Guaranteed Obligations, that the Borrower, the Company, any Guarantor, any other Loan Party or 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; (vi) the Administrative Agent’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, any collateral securing payment or performance of all or any part of the Guaranteed Obligations, or the Administrative Agent’s exchange, release, or waiver of any collateral securing the payment or performance of all or any part of the Guaranteed Obligations; (vii) the Administrative Agent’s exercise or nonexercise of any power, right or remedy with respect to any of any collateral securing payment or performance of all or any part of the Guaranteed Obligations, including the Administrative Agent’s compromise, release, settlement or waiver with or of the Borrower, the Company, any Guarantor, any other Loan Party or any other Person; (viii) the Administrative Agent’s vote, claim, distribution, election, acceptance, action or inaction in any insolvency proceeding related to the Guaranteed Obligations; (ix) any impairment or invalidity of any of any collateral securing payment or performance of all or any part of the Guaranteed Obligations or any failure to perfect any of the Administrative Agent’s Liens thereon or therein; and (x) any other guaranty, whether by such Guarantor or any other guarantor Person, of all or surety any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrower to the Administrative Agent. (c) The obligations of each Guarantor hereunder are independent of and separate from the obligations of the Borrower, the Company and any other than payment thereof)Loan Party and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be brought against any Guarantor, whether or not the Borrower, the Company or any other Loan Party is joined therein or a separate action or actions are brought against the Borrower, the Company or any other Loan Party.

Guaranty Absolute. Each Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be its obligations hereunder are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations or any collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any of the Obligations under guaranty or other liability in respect of the Loan Documentsthereof, or any other amendment amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any consent provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to departure from any Loan Documentof the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such collateral or other security; (vi) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such collateral or other security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any the Borrower or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Administrative Agent Borrower or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety (other than the occurrence of all of the following: (y) the payment thereofin full of the Total Obligations in existence on the date the event discussed in (z) occurs and (z) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement (the events in clauses (y) and (z) above, collectively, the “Termination Requirements”).

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement, any Loan Transaction Document or other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Facility Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or other Finance Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any Transaction Document or other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) the failure Any bankruptcy of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; orBFE; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; or (h) Any limitation of BFE's obligations pursuant to subsection 20.1(b) of the Facility Agreement. The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Debt Documents, except to the extent modified by the Restructure Documents and any amendments thereto, regardless of any Lawlaw, rule, regulation or order by any governmental authority ("Governmental Rule") now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Collateral Agent or any lender of the Secured Creditors with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document of, or any agreement release or instrument relating theretodischarge of the Company from liability under any Debt Document; (b) any change in the time, manner or place of payment or other performance of, or in any other term of, any or all or any of the Obligations under or in respect of the Loan Documents, Guaranteed Obligations; or any other amendment or waiver of of, or any consent to departure from any Loan Debt Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Company; (c) any taking, release subordination, compromise, exchange, release, nonperfection or liquidation of any collateral, or any release, amendment or waiver of, or consent to departure from, any other guaranty, for any or all or any of the Guaranteed Obligations; (d) any exercise or nonexercise by the Collateral Agent or any Secured Creditor of any right or privilege under this Guaranty or any of the other Debt Documents; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor, the Company or any other guarantor of the Guaranteed Obligations; or any action taken with respect to this Guaranty by any trustee, receiver or court in any such proceeding, whether or not the Guarantor has had notice or knowledge of any of the foregoing; (f) any assignment or other transfer, in whole or in part, of this Guaranty or any Debt Document; (g) any acceptance of partial performance of the Guaranteed Obligations; (h) any consent to the transfer of, or any bid or purchase at sale of, any collateral for the Guaranteed Obligations; (i) any manner of application of collateral, or proceeds thereof, to any or all of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral or any other assets of the Company; (j) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsCompany; or (gk) any other circumstance or (including any existence statute of or reliance on any representation by the Administrative Agent or any Lender limitations) that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Company or a guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Collateral Agent, any Secured Creditor or any other guarantor Person upon the insolvency, bankruptcy or surety (other than reorganization of the Company, the Guarantor or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; ; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; ; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; ; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); ; (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (other than payment thereof).

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty with respect to the guaranteed obligations shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the EPC Agreement or any agreement other agreement, guaranty or instrument relating thereto; (b) any change in the timeamendment to, manner waiver of or place of payment ofconsent to departure from, or in failure to exercise any other term ofright, all remedy, power or any of the Obligations privilege under or in respect of the Loan Documents, EPC Agreement or any other amendment guaranty; provided, however, that for the avoidance of doubt, the Guarantor and Owner hereby agree that the obligations of Contractor under the EPC Agreement guaranteed by Guarantor hereunder shall be such obligations of Contractor as they may have been amended or waiver waived in accordance with the terms of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseEPC Agreement; (c) any takingexchange, release or nonperfection of any collateral, or any release or amendment or waiver of, or consent to departure from, any other guaranty, guaranty of or security for the performance of all or any of the Obligationsobligations of Contractor under the EPC Agreement; (d) the insolvency of Guarantor or Contractor or any changeother party or guarantor or any proceeding, restructuring voluntary or termination involuntary, involving the bankruptcy, insolvency, receivership, reorganization, arrangement, dissolution or liquidation of Guarantor or Contractor or any other guarantor or any defense which Guarantor or Contractor or any other guarantor may have by reason of the corporate structure order, decree or existence decision of any Borrower court or administrative body resulting from any of its Subsidiariessuch proceeding; (e) any failure change in ownership of the Administrative Agent Contractor or any Lender change, whether direct or indirect, in Guarantor's relationship to disclose Contractor or in the relationship of Contractor to any other guarantor, including, without limitation, any such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects change by reason of any merger or any sale, transfer, issuance, or other Loan Party now disposition of any stock of, or hereafter known to the Administrative Agent other equity interest in, Contractor, Guarantor or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);other entity; and (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance of a similar or any existence of or reliance on any representation by the Administrative Agent or any Lender that different nature which might otherwise constitute a defense available toto Guarantor as a guarantor (provided, however, that this clause 4(f) shall not prevent Guarantor from being able to assert as a defense to its performance under this Guaranty, any defense which is available to Contractor under the EPC Agreement, other than any defenses arising out of the matters described in this Section 4). This Guaranty shall continue to be effective, or a discharge ofbe reinstated, such as the case may be, if at any time any payment, or any part thereof, to Owner by Contractor under the EPC Agreement or by Guarantor hereunder or by any other guarantor under any other guaranty of the EPC Agreement is rescinded or must otherwise be returned by Owner to Guarantor or Contractor or any of their representatives or any other guarantor for any reason, including, without limitation, upon the insolvency, bankruptcy, reorganization, dissolution or surety (liquidation of Guarantor or Contractor or any other than guarantor, all as though such payment thereof)had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement, any Loan Transaction Document or other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Facility Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or other Finance Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any Transaction Document or other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) Any change in the failure corporate existence, structure or ownership of BFE, or any insolvency, bankruptcy reorganization or other similar proceeding affecting BFE or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BFE's obligations pursuant to subsection 20.1(b) of the Facility Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Agent’s or the Lender’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives BFE of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNote, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Ofir with respect thereto. The liability obligations of each Guarantor under this Guaranty are independent of the Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such Obligations, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Note or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseNote; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsCompany; or (gd) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Company that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Company, including without limitation, any defense of DCI USA, Inc. to the payments due to the Company. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Ofir or any other guarantor entity upon the insolvency, bankruptcy or surety reorganization of the Company or otherwise (other than and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment thereof)had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative any Financing Party or any Agent or any lender the Collateral Agent with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Note Purchase Agreement, any Loan other Transaction Document (other than this Guaranty) or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Note Purchase Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower other Transaction Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence The failure of any Borrower Financing Party or any of its SubsidiariesAgent or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against LTV Steel or any other Person hereunder or under the other Transaction Documents; (e) any Any failure of the Administrative Agent by LTV Steel or any Lender to disclose to such Guarantor other Person in the performance of any information relating obligation with respect to the business, condition (financial Note Purchase Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Transaction Document; (f) the failure Any bankruptcy of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty LTV Steel or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsPerson; or (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor LTV Steel or any other guarantor Person (including any guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations. The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to LTV Steel, any payment by LTV Steel (other than the full and final payment thereofof all of the Guaranty Obligations), allocation by any Financing Party or any Agent of any repayment in accordance with the Note Purchase Agreement, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, release of any guarantor, surety or other person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to LTV Steel.

Guaranty Absolute. Each Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty shall be its obligations hereunder are irrevocable, absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations and any Collateral or other security therefor or other guaranty or liability in respect thereof, whether given by such Guarantor or any other Person, and each Guarantor hereby irrevocably waives shall not be discharged, limited or otherwise affected by reason of any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following, whether or not such Guarantor has notice or knowledge thereof: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all any Guaranteed Obligations or any guaranty or other liability in respect thereof, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Credit Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations under or additional Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Loan Documents, at law, in equity or otherwise in respect of any Collateral or other amendment security for any Guaranteed Obligations or waiver of for any guaranty or other liability in respect thereof, in any consent to departure from order and by any Loan Documentmanner thereby permitted, including, without limitation, foreclosure on any increase in the Obligations resulting from the extension such Collateral or other security by any manner of additional credit to any Borrower sale thereby permitted, whether or any not every aspect of its Subsidiaries or otherwisesuch sale is commercially reasonable; (cvii) any takingbankruptcy, release reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of like change in the corporate structure or existence of any the Borrower or any of its Subsidiariesother Person directly or indirectly liable for any Guaranteed Obligations; (eviii) any failure manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Administrative Agent Borrower or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute directly or deliver this Guarantyindirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationssuch application; or (gix) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower, any Guarantor or a discharge ofsurety or guarantor generally, such Guarantor or any other guarantor or surety (other than the payment thereofin full of the Total Obligations (such payment in full, the "Termination Requirement").

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty with respect to the Guaranteed Obligations shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Guaranteed Obligations or the Limited Notice to Proceed or the Contracts or any other agreement or instrument relating theretothereto to which Purchaser or Guarantor is a party unless the invalidity or unenforceability of such Guaranteed Obligation results from the successful assertion of invalidity or unenforceability by IFCO or Purchaser; (b) any change in the timefailure to exercise any right, manner remedy, power or place of payment of, or in any other term of, all or any of the Obligations privilege under or in respect of, the Limited Notice to Proceed or the Contracts or any liability of any other party (including, but not limited to, any other guarantor) with respect to any of the Loan DocumentsGuaranteed Obligations or the Limited Notice to Proceed or the Contracts, or any other amendment subordination of the payment or waiver performance of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Guaranteed Obligations to the payment or otherwiseperformance of any other indebtedness, liability or other obligations of the Purchaser; (c) any takingfurnishing to IFCO of any other guarantee or collateral for any Guaranteed Obligation or any exchange, non-perfection, failure to preserve, waste, deterioration, sale or disposition of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty of or security for the performance of all or any of the Guaranteed Obligations; (d) the insolvency of Purchaser or the Guarantor or any changeproceeding, restructuring voluntary or termination involuntary, involving the bankruptcy, insolvency, receivership, reorganization, arrangement, dissolution or liquidation of Purchaser or the Guarantor or any defense which Purchaser or the Guarantor may have by reason of the corporate structure order, decree or existence decision of any Borrower court or administrative body resulting from any such proceeding or Purchaser making a general assignment for the benefit of its Subsidiariescreditors or admitting in writing its inability to pay its debts as they become due; (e) any failure change in ownership of the Administrative Agent Purchaser or any Lender change, whether direct or indirect, in Guarantor’s relationship to disclose to Purchaser, including, but not limited to, any such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects change by reason of any merger or any sale, transfer, issuance, admission or withdrawal of partners, or other Loan Party now disposition of any equity interest of Purchaser, Guarantor or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)other entity; (f) any change in or waiver of the failure time, place or manner of any other Person to execute or deliver this Guarantypayment, any supplement to this Guaranty or any other guaranty term, of any of the Guaranteed Obligations, or agreement any waiver of or any renewal, extension, increase, amendment or modification of or addition, consent or supplement to or deletion Exhibit 10.50(d) to Form 10-Q for the Quarter Ended September 30, 2008 filed by ADA-ES, Inc. (File No. 000-50216) on November 7, 2008 from, or any other action or inaction under or in respect of any of the Guaranteed Obligations or the release Limited Notice to Proceed or reduction of liability of the Contracts (any Guarantor such change, waiver, renewal, extension, increase, amendment, modification, addition, consent, supplement, deletion or other guarantor action or surety inaction with respect to the Contracts automatically becoming part of the Guaranteed Obligations; or) or any other document, instrument or agreement referred to therein so long as such action is made in accordance with the terms of the Limited Notice to Proceed or the Contracts, or any assignment or transfer of the Guaranteed Obligations or the Limited Notice to Proceed or the Contracts; (g) other than a defense of payment in full or performance in full that may be available to or asserted by Guarantor under the Limited Notice to Proceed or the Contracts, any other circumstance (with or any existence without notice to or knowledge of or reliance on any representation by the Administrative Agent or any Lender that Guarantor) which might otherwise constitute a defense available toagainst, or a legal or equitable discharge of, such Purchaser’s liability with respect to the Guaranteed Obligations or Guarantor’s liability under this Guaranty; or (h) notice of the occurrence of any of the foregoing. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment made, or any part thereof, by Purchaser under the Limited Notice to Proceed or the Contracts or by Guarantor hereunder is ordered rescinded or must otherwise be returned to Purchaser or Guarantor or any other guarantor their respective representatives, upon the insolvency, bankruptcy, reorganization, dissolution or surety (other than liquidation of Purchaser or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement, any Loan Transaction Document or other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Facility Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or other Finance Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non‑perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any Transaction Document or other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) Any change in the failure corporate existence, structure or ownership of BFE, or any insolvency, bankruptcy reorganization or other similar proceeding affecting BFE or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BFE's obligations pursuant to subsection 21.1(b) of the Facility Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BFE of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Term Loan Agreement, any Transaction Document or any Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from the Term Loan Agreement, any Transaction Document or any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non‑perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any The failure of the Administrative Agent or any a Lender to disclose assert any claim or demand or to such Guarantor enforce any information relating right or remedy against BLFC or any other Person hereunder or under the Term Loan Agreement or any Transaction Document or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the business, condition (financial Term Loan Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Term Loan Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Administrative Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Bank with respect thereto. This is a guaranty of payment, and not merely a guaranty of collection, and each Guarantor hereby waives all guarantorship and suretyship defenses, generally. The liability of each Guarantor under this Guaranty shall be irrevocableabsolute, absolute unlimited and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of the Credit Agreement, a Note, any other Loan Document or any other agreement or instrument relating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsObligations, or any other amendment amendment, modification, or supplement or waiver of or any consent to departure from any Loan Documentthe Credit Agreement, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower a Note or any of its Subsidiaries other Loan Document and any other agreement or otherwiseinstrument relating thereto; (ciii) any takingexchange, release or non-perfection of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Obligations; (div) any changeexercise or nonexercise of or delay in exercising any right, restructuring remedy, power or termination privilege under or in respect of this Guaranty, a Note or any other Loan Document (even if any such right, remedy, power or privilege shall be lost thereby), or any waiver, consent, indulgence or other action or inaction in respect thereof; (v) any bankruptcy, reorganization, insolvency, arrangement, composition, assignment for the corporate structure benefit of creditors or existence of any similar proceeding commenced by or against Borrower or any Guarantor or any discharge, limitation, modification or release of its Subsidiariesliability of Borrower or any Guarantor by virtue of such proceedings; (evi) the release of Borrower or any failure Guarantor from performance or observance of any of the Administrative Agent agreements, covenants, terms or any Lender to disclose to such Guarantor any information relating to conditions contained in the business, condition (financial or otherwise), operations, performance, properties or prospects Loan Documents by operation of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)law; (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (gvii) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, Borrower or any Guarantor. This Guaranty shall continue to be effective or reinstated, as the case may be, if at any time a claim is ever made upon Bank for repayment or recovery of any amounts received by Bank in payment or on account of any of the Obligations of Borrower to Bank, and Bank repay all or part of said amount by reason of: (A) any judgment, decree or order of any court or administrative body having jurisdiction over Bank or any of its property, or (B) any settlement or compromise of any such claim effected by Bank with any such claimant (including Borrower), or (C) upon the insolvency, bankruptcy or reorganiza‐tion of Borrower or otherwise, then and in such event each Guarantor agrees that any such judgment, decree, order, settlement, compromise or insolvency, bankruptcy or reorganization of Borrower shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of a Note or other instrument evidencing any of the Obligations of Borrower to Bank and such Guarantor shall be and remain liable to Bank hereunder for the amount so repaid or any other guarantor or surety (other than payment thereof)recovered to the same extent as if such amount had never originally been received by Bank.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor Guarantors under this Guaranty shall be irrevocableabsolute, absolute unconditional, present and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or continuing until all of the followingGuaranteed Obligations have been indefeasibly paid in full or performed, as applicable, irrespective of: (a) any assignment or other transfer, in whole or in part, of Holdings’ interests in and rights under this Guaranty, the Merger Agreement and/or the Collateral Agreements, including, without limitation, Holdings’ right to receive payment and require performance of the Guaranteed Obligations; (b) any amendment, waiver, renewal, extension or release of or any consent to or departure from or other action or inaction related to the Merger Agreement, the Credit Agreement and the other Credit Documents (as defined in the Credit Agreement), or any other agreement or instrument relating to the Guaranteed Obligations; (c) any lack of validity or enforceability of any Loan Document or any agreement defect or instrument relating thereto; (b) any change deficiency in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan Documents, this Guaranty or any other amendment documents to which Holdings, the Companies and/or either Guarantor is or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligationsmay become a party; (d) any changemodification, restructuring extension or termination waiver of any of the corporate structure or existence terms of any Borrower or any of its Subsidiariesthis Guaranty; (e) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by Holdings to exercise, in whole or in part, any failure of the Administrative Agent right or any Lender remedy held by Holdings with respect to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)this Guaranty; (f) insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the failure benefit of any creditors, death, liquidation, winding up, dissolution or other Person to execute similar proceeding of Holdings, the Companies, one or deliver this Guaranty, any supplement to this Guaranty both of the Guarantors or any other guaranty or agreement or guarantor of the release or reduction of liability of any Guarantor Guaranteed Obligations or other guarantor or surety with respect to the Obligationssimilar proceeding; orand (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (Guarantors in respect of the Guaranteed Obligations, other than payment thereof)in full of the Guaranteed Obligations.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Credit Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or Loan Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any The failure of the Administrative Agent or any a Lender to disclose assert any claim or demand or to such Guarantor enforce any information relating right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the business, condition (financial Credit Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Document; (f) Any change in the failure corporate existence, structure or ownership of BLFC, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BLFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Credit Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Administrative Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefore, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BLFC.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement, any Loan Transaction Document or other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Facility Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or other Finance Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any Transaction Document or other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) Any change in the failure corporate existence, structure or ownership of BFE, or any insolvency, bankruptcy reorganization or other similar proceeding affecting BFE or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BFE’s obligations pursuant to subsection 20.1(b) of the Facility Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Agent’s or the Lender’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BFE of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. Each Guarantor of the Partnership and the Operating Partnership hereby guarantees that the Cheyenne Logistics Payment Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless Agreement. The obligations of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights each of the Administrative Agent Partnership and the Operating Partnership under this Agreement constitute a present and continuing guaranty of payment, and not of collection or any lender with respect theretocollectability. The liability of each Guarantor of the Partnership and the Operating Partnership under this Guaranty Agreement shall be irrevocableabsolute, absolute unconditional, present, continuing and unconditional irrevocable irrespective of: FIRST AMENDED AND RESTATED TANKAGE, and each Guarantor hereby irrevocably waives LOADING RACK AND CRUDE OIL RECEIVING THROUGHPUT AGREEMENT (CHEYENNE) (i) any defenses, it may now have assignment or hereafter acquire in any way relating to, any or all other transfer of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all Agreement or any of the Obligations under rights thereunder of Frontier Cheyenne; (ii) any amendment, waiver, renewal, extension or in respect of the Loan Documents, or any other amendment or waiver release of or any consent to or departure from any Loan Document, including, without limitation, any increase in or other action or inaction related to the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseAgreement; (ciii) any taking, release acceptance by Frontier Cheyenne of partial payment or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligationsperformance from Cheyenne Logistics; (div) any changebankruptcy, restructuring insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or termination of the corporate structure or existence of any Borrower other like proceeding relating to Frontier Cheyenne or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety action taken with respect to the ObligationsAgreement by any trustee or receiver, or by any court, in any such proceeding; (v) any absence of any notice to, or knowledge of, the Partnership or the Operating Partnership, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (i) through (iv); or (gvi) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor a guarantor. The obligations of each of the Partnership and the Operating Partnership hereunder shall not be subject to any reduction, limitation, impairment or termination for any other guarantor reason, including any claim of waiver, release, surrender, alteration or surety (other than payment thereof)compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Cheyenne Logistics Payment Obligations or otherwise.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other Loan Documents, regardless of any Law, regulation or order law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender of the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document of, or any agreement release or instrument relating theretodischarge of the Borrower or any other Guarantor from liability under, the Credit Agreement or any other Loan Document; (b) any change in the time, manner or place of payment of, or in any other term of, any or all or any of the Obligations under or in respect of the Loan Documents, Guaranteed Obligations; or any other amendment or waiver of of, or any consent to departure from from, the Credit Agreement or any other Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Borrower; (c) any taking, release subordination, compromise, exchange, release, nonperfection or liquidation of any collateral, or any release, amendment or waiver of, or consent to departure from, any other guaranty, for any or all or any of the Guaranteed Obligations; (d) any exercise or nonexercise by the Administrative Agent or any Lender of any right or privilege under this Guaranty or any of the other Loan Documents; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Borrower or any other Guarantor; or any action taken with respect to this Guaranty by any trustee, receiver or court in any such proceeding, whether or not any Guarantor has had notice or knowledge of any of the foregoing; (f) any assignment or other transfer, in whole or in part, of this Guaranty or any of the other Loan Documents; (g) any acceptance of partial performance of the Guaranteed Obligations; (h) any consent to the transfer of, or any bid or purchase at sale of, any collateral for the Guaranteed Obligations; (i) any manner of application of collateral, or proceeds thereof, to any or all of the Guaranteed Obligations; or any manner of sale or other disposition of any collateral or any other assets of the Borrower or any other Guarantor; (j) any change, restructuring or termination of the corporate legal structure or existence of any the Borrower or any of its Subsidiaries; (e) other Guarantor; or any failure restructure or refinancing of the Administrative Agent Guaranteed Obligations or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligationsportion thereof; or (gk) any other circumstance or (including any existence statute of or reliance on any representation by the Administrative Agent or any Lender limitations) that might otherwise constitute a defense available to, or a discharge of, such Guarantor the Borrower or any other guarantor or surety (Guarantor, other than payment thereof)in full in cash of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower, any Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor of the Guarantors guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement, the Revolving Credit Notes and the other Loan Documents regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender the Lenders with respect thereto. The liability of each Guarantor of the Guarantors under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity validity, regularity or enforceability of any the Loan Document Agreement or any agreement or instrument relating theretoother Loan Document; (b) any lack of validity, regularity or enforceability of this Guaranty; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from the Loan Agreement or any other Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (cd) any takingexchange, release or non-perfection of any security interest in any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and or any of the Lenders or any other Person to disclose such information);exercise, or any delay in exercising, any right under the Loan Agreement or any other Loan Document; or (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Borrower, any of the Guarantors or any other guarantor with respect to the Obligations (including, without limitation, all defenses based on suretyship or surety impairment of collateral, and all defenses that the Borrower may assert to the repayment of the Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury), this Guaranty and the obligations of the Guarantors under this Guaranty. Each of the Guarantors hereby agrees that if the Borrower, any of the Guarantors or any other guarantor of all or a portion of the Obligations is the subject of a bankruptcy case under the Bankruptcy Code, such Guarantor will not assert the pendency of such case or any order entered therein as a defense to the timely payment of the Obligations. Each of the Guarantors hereby waives notice of or proof of reliance by the Agent and the Lenders upon this Guaranty, and the Obligations shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or reduced (other than as to the Borrower only) in reliance upon this Guaranty. Each of the Guarantors hereby agrees that this Guaranty is a guaranty of payment thereof)and not collection.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Lender with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Facility Agreement, any Loan Transaction Document or other Finance Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitationthe Facility Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower Transaction Document or other Finance Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non‑perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Agent or existence of a Lender to assert any Borrower claim or demand or to enforce any right or remedy against BFE or any of its Subsidiariesother Person hereunder or under the Facility Agreement or any Transaction Document or other Finance Document; (e) Any failure by BFE in the performance of any failure of obligation with respect to the Administrative Agent Facility Agreement or any Lender to disclose to such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Finance Document; (f) Any change in the failure corporate existence, structure or ownership of BFE, or any insolvency, bankruptcy reorganization or other similar proceeding affecting BFE or its assets or resulting release or discharge of any other Person to execute or deliver this Guaranty, any supplement to this of the Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Obligations; or; (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, BFE or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BFE’s obligations pursuant to subsection 22.1(b) of the Facility Agreement; or (i) Any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranty Obligations or the Agent’s or the Lenders’ rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BFE of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BFE, any repayment by BFE to the Agent or the Lenders (in each case, other than the full and final payment thereofof all of the Guaranty Obligations), the allocation by the Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefor, the release of any guarantor, surety or other Person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to BFE.

Guaranty Absolute. Each Guarantor Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof and of the Loan DocumentsNotes, regardless of any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender Agents and the Lenders with respect thereto. The liability of each Guarantor under this Guaranty Section 9 with regard to the Guaranteed Obligations shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document this Agreement, the Credit Documents, or any other agreement or instrument relating thereto; (b) any change in the timetime of, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement and/or any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit other Credit Document (with regard to any Borrower or any of its Subsidiaries or otherwisesuch Guaranteed Obligations); (c) any takingexchange, release or nonperfection of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring change of control of or termination of ownership in the corporate structure or existence of any Borrower or any of its SubsidiariesGuarantor; (e) any failure of the Administrative Agent Borrower or any Lender to disclose to such Guarantor not being the surviving or successor entity in any information relating to the businessmerger or consolidation with another Person, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now reorganization or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)corporate restructuring; (f) the failure any acceptance of any other Person to execute or deliver this Guaranty, partial payment(s) from the Borrower and/or any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsGuarantor; or (g) any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such the Borrower or any Guarantor in respect of the Guaranteed Obligations. The obligations of each Guarantor contained in this Section 9 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Agent or the Lenders upon the insolvency, bankruptcy or reorganization of the Borrower and/or any Guarantor or any other guarantor or surety (other than otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms This is a guaranty of the Loan Documents, regardless payment and not merely of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect theretocollection. The liability of each Guarantor Guarantor’s obligations under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity capacity or authority of the Borrower or any lack of validity, regularity or enforceability of any provision of any Loan Document or any other agreement or instrument relating thereto; to the Obligations; (b) any change in the amount, time, manner or place of payment of, or in any other term of, all or any of the Obligations under Loan Documents or in respect of the Loan DocumentsObligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan DocumentDocument or Obligation, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any takingvariation, extension, waiver, compromise or release of any or all of the Obligations or of any security from time to time provided therefor, (d) any release or amendment or waiver of, or consent to departure from, any other guarantyguarantor or any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Obligations; (d) any change, restructuring ; or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (e) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Obligation. This Guaranty shall not be affected by any circumstance (other than complete, irrevocable payment or performance) that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Secured Parties make no representation or warranty in respect of any such circumstance and have no duty or responsibility whatsoever to the Guarantor in respect of the management and maintenance of the Obligations or any collateral therefor. Neither the Administrative Agent, nor any Secured Party, shall be obligated to file any claim relating to the Obligations in the event that the Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure by the Administrative Agent or such Secured Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Administrative Agent, for itself and as agent for the Secured Parties, in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect of such Obligations, and the Guarantor’s obligations hereunder shall be reinstated, all as if such payment had not been made. The Guarantor waives any right of setoff or counterclaim which the Guarantor may have or acquire against the Administrative Agent or any Lender Secured Party. The Guarantor agrees that this Guaranty is a continuing guaranty and shall cover any present Obligations, and also all Obligations that have been created or may hereafter be created as such Obligations may be changed from time to disclose to such time. The Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of agrees that the Administrative Agent and the Lenders to disclose such information); (f) Secured Parties may deal freely with the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety Borrower with respect to the Obligations; or (g) , without notice to the Guarantor, the same as if this Guaranty had not been given, all without in any other circumstance or any existence of or reliance on any representation by way affecting the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, such Guarantor or any other guarantor or surety (other than payment thereof)Guarantor’s obligations hereunder.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any lender with respect thereto. The liability of each Guarantor under this Guaranty with respect to the Guaranteed Obligations shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Guaranteed Obligations or the Limited Notice to Proceed or the Contracts or any other agreement or instrument relating theretothereto to which Purchaser or Guarantor is a party unless the invalidity or unenforceability of such Guaranteed Obligation results from the successful assertion of invalidity or unenforceability by IFCO or Purchaser; (b) any change in the timefailure to exercise any right, manner remedy, power or place of payment of, or in any other term of, all or any of the Obligations privilege under or in respect of, the Limited Notice to Proceed or the Contracts or any liability of any other party (including, but not limited to, any other guarantor) with respect to any of the Loan DocumentsGuaranteed Obligations or the Limited Notice to Proceed or the Contracts, or any other amendment subordination of the payment or waiver performance of or any consent to departure from any Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Guaranteed Obligations to the payment or otherwiseperformance of any other indebtedness, liability or other obligations of the Purchaser; (c) any takingfurnishing to IFCO of any other guarantee or collateral for any Guaranteed Obligation or any exchange, non-perfection, failure to preserve, waste, deterioration, sale or disposition of any collateral, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty of or security for the performance of all or any of the Guaranteed Obligations; (d) the insolvency of Purchaser or the Guarantor or any changeproceeding, restructuring voluntary or termination involuntary, involving the bankruptcy, insolvency, receivership, reorganization, arrangement, dissolution or liquidation of Purchaser or the Guarantor or any defense which Purchaser or the Guarantor may have by reason of the corporate structure order, decree or existence decision of any Borrower court or administrative body resulting from any such proceeding or Purchaser making a general assignment for the benefit of its Subsidiariescreditors or admitting in writing its inability to pay its debts as they become due; (e) any failure change in ownership of the Administrative Agent Purchaser or any Lender change, whether direct or indirect, in Guarantor’s relationship to disclose to Purchaser, including, but not limited to, any such Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects change by reason of any merger or any sale, transfer, issuance, admission or withdrawal of partners, or other Loan Party now disposition of any equity interest of Purchaser, Guarantor or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)other entity; (f) any change in or waiver of the failure time, place or manner of any other Person to execute or deliver this Guarantypayment, any supplement to this Guaranty or any other guaranty term, of any of the Guaranteed Obligations, or agreement any waiver of or any renewal, extension, increase, amendment or modification of or addition, consent or supplement Exhibit 10.50(c) to Form 10-Q for the Quarter Ended September 30, 2008 filed by ADA-ES, Inc. (File No. 000-50216) on November 7, 2008 to or deletion from, or any other action or inaction under or in respect of any of the Guaranteed Obligations or the release Limited Notice to Proceed or reduction of liability of the Contracts (any Guarantor such change, waiver, renewal, extension, increase, amendment, modification, addition, consent, supplement, deletion or other guarantor action or surety inaction with respect to the Contracts automatically becoming part of the Guaranteed Obligations; or) or any other document, instrument or agreement referred to therein so long as such action is made in accordance with the terms of the Limited Notice to Proceed or the Contracts, or any assignment or transfer of the Guaranteed Obligations or the Limited Notice to Proceed or the Contracts; (g) other than a defense of payment in full or performance in full that may be available to or asserted by Guarantor under the Limited Notice to Proceed or the Contracts, any other circumstance (with or any existence without notice to or knowledge of or reliance on any representation by the Administrative Agent or any Lender that Guarantor) which might otherwise constitute a defense available toagainst, or a legal or equitable discharge of, such Purchaser’s liability with respect to the Guaranteed Obligations or Guarantor’s liability under this Guaranty; or (h) notice of the occurrence of any of the foregoing. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any payment made, or any part thereof, by Purchaser under the Limited Notice to Proceed or the Contracts or by Guarantor hereunder is ordered rescinded or must otherwise be returned to Purchaser or Guarantor or any other guarantor their respective representatives, upon the insolvency, bankruptcy, reorganization, dissolution or surety (other than liquidation of Purchaser or otherwise, all as though such payment thereof)had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranty Obligations will be paid strictly in accordance with the terms of the Loan Documentspaid, regardless of any Lawapplicable law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of the Letter of Credit Agent, the Administrative Agent, the Collateral Agent or any lender the Trustee with respect thereto. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses, it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any Any lack of validity or enforceability of or defect or deficiency in the Letter of Credit Reimbursement Agreement, the Liquidity Agreement, any Loan other Transaction Document or any other agreement or instrument relating executed in connection with or pursuant thereto; (b) any Any change in the time, manner manner, terms or place of payment of, or in any other term of, all or any of the Obligations under or in respect of the Loan DocumentsGuaranty Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Letter of Credit Reimbursement Agreement, including, without limitationthe Liquidity Agreement, any increase in the Obligations resulting from the extension of additional credit to any Borrower other Transaction Document or any of its Subsidiaries other agreement or otherwiseinstrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any takingproperty standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranty Obligations; (d) any change, restructuring or termination The failure of the corporate structure Letter of Credit Agent, the Administrative Agent, the Collateral Agent or existence of the Trustee to assert any Borrower claim or demand or to enforce any right or remedy against the Company, BAFC or any of its Subsidiariesother Person hereunder or under the other Transaction Documents; (e) any Any failure of the Administrative Agent by BAFC or any Lender to disclose to such Guarantor other Program Party in the performance of any information relating obligation with respect to the businessLetter of Credit Reimbursement Agreement, condition (financial the Liquidity Agreement or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information)Commercial Paper Program Document; (f) Any bankruptcy of the failure of any other Person to execute or deliver this GuarantyCompany, any supplement to this Guaranty BAFC or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the ObligationsPerson; or (g) any Any other circumstance or any existence of or reliance on any representation by the Administrative Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor the Guarantor, the Company, BAFC or any other guarantor Person (including any other guarantor) that is a party to any document or surety instrument executed in respect of the Guaranty Obligations. The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to the Company or BAFC, any repayment by BAFC to the Letter of Credit Agent or the Letter of Credit Banks, the Administrative Agent or the Liquidity Banks or the Collateral Agent (in each case, other than the full and final payment of all of the Guaranty Obligations), any repayment by the Company to the Investor Certificateholders (other than the full and final payment thereofof all amounts due and owing to such Investor Certificateholders), allocation by the Letter of Credit Agent, the Letter of Credit Banks, the Administrative Agent, the Liquidity Banks, the Collateral Agent or the Trustee of any repayment, any compromise or discharge of the Guaranty Obligations, any application, release or substitution of collateral or other security therefore, release of any guarantor, surety or other person obligated in connection with any document or instrument executed in respect of the Guaranty Obligations, or any further advances to the Company or BAFC.