Common use of Guaranty Clause in Contracts

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.

Guaranty. Subject Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of the Revolving Secured Parties the payment and performance in full of the Guaranteed Liabilities (as defined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) the Company’s prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms and conditions of this Guarantythe Revolving Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Company to any one or more of the Revolving Secured Parties, including principal, interest, premiums and fees (including, but not limited to, loan fees and reasonable fees, charges and disbursements of counsel (“Attorney Costs”)); (b) each Loan Party’s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by such Loan Party under the Revolving Credit Agreement, the Notes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising under Related Swap Contracts and Secured Cash Management Arrangements; provided, however, that the “Guaranteed Liabilities” shall exclude any Excluded Swap Obligations. The Guarantors’ obligations to the Revolving Secured Parties under this Guaranty Agreement are hereinafter collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor hereby unconditionally and irrevocably guarantees (collectivelyindividually, the “Guaranty Guarantor’s Obligations”) (a) . Notwithstanding the foregoing, the liability of each Guarantor individually with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit its Guarantor’s Obligations when due pursuant shall be limited to an aggregate amount equal to the Letter 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 applicable state law. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed Liabilities. The Guarantors’ Obligations are secured by various Security Instruments referred to in the Revolving Credit Reimbursement Agreement and the Letter of CreditAgreement, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of including without limitation, the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Pledge Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.

Guaranty. Subject (a) Each Subsidiary Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of (a) all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of each Loan Party (now existing or hereafter arising pursuant to Section 2.18 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of L/C Obligations, all fees due under the Credit Agreement and all other amounts payable by each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption). The terms “indebtedness,” “liabilities” and conditions “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest, expenses and fees that accrue after the commencement by or against any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Subsidiary Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.” (b) To the extent that any court of competent jurisdiction shall impose by final judgment under applicable law (including if applicable, the New York Uniform Fraudulent Conveyance Act or other applicable state law and §§ 544 and 548 of the Bankruptcy Code) any limitations on the amount of any Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations which any Guaranteed Party can enforce under this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) Guaranteed Parties by their acceptance hereof accept such limitation on the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that Subsidiary Guarantor’s liability hereunder to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required needed to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee Guaranty and the Collateral Agent owed by the Company under the Pooling Agreement Subsidiary Guarantor Documents fully enforceable and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementnonavoidable.

Guaranty. Subject to the terms The Guarantor hereby absolutely, irrevocably and conditions unconditionally guarantees, as a guaranty of this Guarantypayment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, the Obligations of each Designated Borrower (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent, the Collateral Agent the Lenders and/or the L/C Issuers in connection with the collection or enforcement thereof in accordance with Section 10.04 of the Credit Agreement), and whether recovery upon such Obligations may be or hereafter becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor hereby unconditionally or any Designated Borrower under the Bankruptcy Code (Title 11, United States Code), and irrevocably guarantees Canadian Insolvency Law, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against any Designated Borrower of any proceeding under any Debtor Relief Laws, but excluding any Excluded Swap Obligations (collectively, the “Guaranty Guaranteed Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment ). The Administrative Agent’s books and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) records showing the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Liquidity Agreement (provided, that to Guarantor and conclusive for the extent such difference exists because purpose of establishing the amount of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor Guaranteed Obligations absent manifest error. This Guaranty shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed affected by the Sellers genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Company and by the Company Guaranteed Obligations which might otherwise constitute a defense to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence obligations of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms any or all of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementforegoing.

Guaranty. Subject to the terms The Guarantor hereby, irrevocably and conditions of this Guarantyunconditionally, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment when due, in lawful money of the United States of America or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “Obligation Currency”), whether at stated maturity, by acceleration or otherwise, of the Loans, L/C Obligations, and reimbursement of all Letter of Credit other Obligations when due pursuant owing by the Company to the Letter Lenders, the Administrative Agent, the Swingline Lender, the Issuing Banks and Other Agents, or any of them, under the Credit Reimbursement Agreement Agreement, the Notes, and the Letter of Creditother Credit Documents, (ii) payments to fund including all renewals, extensions, modifications and refinancings thereof, now or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement hereafter owing, whether for principal, interest, fees, expenses, indemnities, reimbursement obligations or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or otherwise and the Administrative Agent in enforcing any rights under this Guaranty (B) collectively, the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided“Guaranteed Obligations”), that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing including without limitation, all interest which, but for the occurrence filing of an Insolvency Event with respect to such Obligor) with respect to a petition in bankruptcy, would accrue on any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications principal portion of the Trustee Guaranteed Obligations. Any and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Indemnified Taxes (as such term is defined in the Letter of Credit Agent for disbursement pro rata Agreement), the full amount, in the Obligation Currency, that it would otherwise be entitled to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) receive with respect to the Reserve Account, shall be deposited Guaranteed Obligations (but without duplication of amounts for Indemnified Taxes already included in the Reserve Account for distribution in accordance with the Security AgreementGuaranteed Obligations). The Guarantor acknowledges and agrees that this is a guarantee of payment when due, (iii) with respect and not of collection, and that this Guaranty may be enforced up to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms full amount of the Security AgreementGuaranteed Obligations without proceeding against the Company, (iv) with respect to Loansagainst any security for the Guaranteed Obligations, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms against any other Person or under any other guaranty covering any portion of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuaranteed Obligations.

Guaranty. Subject to the terms and conditions of this Guaranty(a) For valuable consideration, the Guarantor receipt of which is hereby unconditionally acknowledged, and irrevocably guarantees to induce the Lenders to make advances to each Borrower and to issue and participate in Letters of Credit and Swing Line Loans, the Company and each Designated Borrower (collectively, including the Company, the “Guaranty ObligationsBorrower Guarantors”) (a) hereby absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations of each Borrower to the Collateral Agent, the Administrative Agent, the Secured Creditors, the Swing Line Lender, the L/C Issuers, or any of them, under or with respect to Series 2000-1the Loan Documents, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees, expenses or otherwise, and any Secured Cash Management Agreement, any Secured Hedge Agreement and any Secured Bilateral Letter of Credit (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Creditors in connection with the collection or otherwise and enforcement thereof) (B) collectively, the amount “Guaranteed Obligations”); provided that Guaranteed Obligations of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay a Loan Party shall exclude any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event Excluded Swap Obligations with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), Party. (b) with respect Without limiting the generality of the foregoing, each Borrower Guarantor’s liability shall extend to all Outstanding Series (including Series 2000-1), (i) amounts that constitute part of the prompt Guaranteed Obligations and punctual payment of all amounts due and owing would be owed by any other Loan Party to any Lender under or in respect of Loans sold, transferred, assigned the Loan Documents but for the fact that they are unenforceable or otherwise conveyed by the Sellers not allowable due to the Company existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Each Borrower Guarantor, and by its acceptance of this Guaranty, the Company to Administrative Agent and each other Lender Party, hereby confirms that it is the Trust intention of all such Persons that this Guaranty and the Obligations of each Borrower Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent the related Obligor has failed applicable to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee this Guaranty and the Collateral Agent owed by Obligations of each Borrower Guarantor hereunder. To effectuate the Company under foregoing intention, the Pooling Agreement Administrative Agent, the Lenders and the Security Agreement and owed by Borrower Guarantors hereby irrevocably agree that the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount Obligations of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Borrower Guarantor under this Guaranty (i) with respect at any time shall be limited to Letter the maximum amount as will result in the Obligations of Credit Obligations, such Borrower Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. Each Borrower Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Letter of Credit Agent for disbursement pro rata any Lender under this Guaranty or any other guaranty, such Borrower Guarantor will contribute, to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Sharesmaximum extent permitted by law, (ii) with respect such amounts to each other Borrower Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Reserve Account, shall be deposited Lenders under or in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementLoan Documents.

Guaranty. Subject to the terms (a) Each Loan Party hereby jointly and conditions of this Guaranty, the Guarantor hereby severally and unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment when due and reimbursement payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks Borrowers, now or hereafter existing under the Liquidity Agreement any Loan Document, whether for principal, interestinterest (including, fees or otherwise and (B) without limitation, all interest that accrues after the amount commencement of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) Proceeding with respect to any LoanBorrower, the Guarantor shall whether or not be required to make payments pursuant to this clause (iii) until the Obligor fails to make a claim for post-filing interest is allowed in such payments on such Loan for a period of eight (8) days or moreInsolvency Proceeding), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the Letter commencement of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) any Insolvency Proceeding with respect to any Borrower (notwithstanding the Reserve Accountoperation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), shall be deposited and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Reserve Account for distribution in accordance with the Security AgreementLoan Documents (such Obligations, (iii) with respect to the Series 2000-1 VFC Certificateextent not paid or performed by the Borrowers, shall be deposited being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the Cash Collateral Account for distribution guaranty set forth in accordance with this ARTICLE XI. (b) Without limiting the terms generality of the Security Agreementforegoing, (iv) with respect each Guarantor’s liability shall extend to Loans, shall all amounts that constitute part of the applicable Guaranteed Obligations and would be made owed by the Borrowers to the Trustee Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for deposit in the Collection Account for distribution in accordance with fact that they are unenforceable or not allowable due to the terms existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the Pooling Agreement and each Supplementforegoing, (v) with respect to amounts due Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the Trustee and obligation of any Guarantor hereunder exceed the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due maximum amount such Guarantor could guarantee under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementany Debtor Relief Law.

Guaranty. (a) Each Guarantor irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, the due and punctual payment in full of all Guaranteed Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by acceleration, demand or otherwise in accordance with any Loan Document (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guaranteed Obligations” means any and all Obligations of the Borrower (including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the Obligations) whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising. Any interest on any portion of the Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Borrower (or, if interest on any portion of the Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Obligations if said proceeding had not been commenced) shall be included in the Obligations because it is the intention of the Guarantors and the Agent that the Obligations should be determined without regard to any rule of law or order that may relieve the Borrower of any portion of such Obligations. The Guaranteed Obligations shall remain in full force and effect until all of the Obligations (other than contingent indemnification and expense reimbursement obligations not yet due and payable) shall have been satisfied by payment in cash in full and the Commitments have been terminated. In the event that all or any portion of the Guaranteed Obligations is paid by the Borrower, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Agent or any Lender as a preference, fraudulent transfer or must otherwise be restored or returned by the Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, 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 substantial part of its property, or otherwise, all as though such payments had not been made, and any such payments that are so rescinded or recovered shall constitute Guaranteed Obligations. Subject to the terms and conditions other provisions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-Section 1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of upon the failure of an Obligor the Borrower to promptly pay any amounts due of the Guaranteed Obligations when and owing (as the same shall become due, the Guarantors will promptly upon written demand by the Agent pay, or that would cause to be due and owing but paid, in cash, to the Agent for the occurrence ratable benefit of the Lenders, an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers amount equal to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications aggregate of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit unpaid Guaranteed Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.

Guaranty. Subject to the terms and conditions of this Guaranty, the (a) The Parent Guarantor hereby unconditionally and irrevocably guarantees guarantees, for payment and not for collection, and as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns the prompt and complete payment and performance when due (collectivelywhether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Parent Guarantor under this Article X would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Parent Guarantor’s liability under this Article X, then, notwithstanding any other provision of this Article X to the contrary, the amount of such liability shall, without any further action by the Parent Guarantor or the Administrative Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the Parent Guarantor’s “Guaranty ObligationsMaximum Liability”) (a). This Section 10.01(b) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 Maximum Liability of the Security Agreement and (iii) Parent Guarantor is intended solely to preserve the difference between (A) the amount payable to rights of the Administrative Agent and the Liquidity Banks Lenders to the maximum extent not subject to avoidance under applicable law. The Parent Guarantor agrees that the Liquidity Agreement whether for principalObligations may at any time and from time to time exceed the Maximum Liability of the Parent Guarantor hereunder without impairing this guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder; provided that, interestnothing in this sentence shall be construed to increase the Parent Guarantor’s obligations hereunder beyond its Maximum Liability. (c) This guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated. (d) No payment made by the Parent Guarantor, fees any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Parent Guarantor, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise and (B) affect the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because liability of the failure of an Obligor to promptly pay Parent Guarantor hereunder which shall, notwithstanding any amounts due and owing such payment (or that would be due and owing but for other than any payment made by the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Parent Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans soldthe Obligations or any payment received or collected from the Parent Guarantor in respect of the Obligations), transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but remain liable for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to Obligations until the extent not timely paid, all fees, expenses and indemnifications of the Trustee Obligations shall have been satisfied by payment in full in immediately available funds and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementCommitments have been terminated.

Guaranty. Subject to the terms The Guarantors, jointly and conditions of this Guarantyseverally, the Guarantor hereby unconditionally and irrevocably guarantees irrevocably, guaranty (collectivelya) the punctual payment, as and when due and payable, by stated maturity or otherwise, of all obligations and any other amounts now or hereafter owing by the Company in respect of the Securities Purchase Agreement, the Notes and the other Transaction Documents, including, without limitation, all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any Guarantor under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an “Insolvency Proceeding”), whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents, and any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Buyers or the Collateral Agent in enforcing any rights under this Guaranty (such obligations, to the extent not paid by the Company, being the “Guaranteed Obligations”) and (a) with respect to Series 2000-1, (ib) the punctual payment and reimbursement faithful performance, keeping, observance and fulfillment by the Company of all Letter of Credit Obligations when due pursuant to the Letter agreements, conditions, covenants and obligations of Credit Reimbursement Agreement the Company contained in the Securities Purchase Agreement, the Notes and the Letter of Credit, (ii) payments to fund or to replenish other Transaction Documents. Without limiting the Reserve Account as provided in Section 5.8 generality of the Security Agreement and (iii) the difference between (A) the amount payable foregoing, each Guarantor’s liability hereunder shall extend to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, all amounts that to the extent such difference exists because constitute part of the failure of an Obligor to promptly pay any amounts due Guaranteed Obligations and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and owed by the Company to the Trust to Buyers under the extent Securities Purchase Agreement and the related Obligor has failed to pay such amounts due and owing (or that would be due and owing Notes but for the occurrence fact that they are unenforceable or not allowable due to the existence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days Proceeding involving any Guarantor or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement(each, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement“Transaction Party”).

Guaranty. Subject to the terms Each Guarantor (other than those that have delivered a separate Loan Guaranty) hereby agrees that it is jointly and conditions of this Guarantyseverally liable for, the Guarantor hereby and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees (collectivelyto the Secured Parties, the “Guaranty Obligations”) (a) with respect prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all reasonable out of pocket costs and expenses to Series 2000-1which the Secured Parties are entitled to reimbursement under Section 9.03, (i) including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees and expenses paid or incurred by the punctual payment Administrative Agent, the Issuing Banks and reimbursement the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Guarantor or any other guarantor of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 any part of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalSecured Obligations, interestin each case, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent reimbursable under Section 9.03 (such difference exists because costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”); provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the failure of an Obligor Guaranteed Obligations. This Loan Guaranty is a continuing guarantee and shall remain in effect until the Maturity Date. Each Guarantor hereby irrevocably waives any right to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect revoke this Loan Guaranty as to such Obligor) with respect future transactions giving rise to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Guaranteed Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.

Guaranty. Subject to the terms and conditions of this Guaranty, the (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual payment when due and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Letter of Credit, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Loan Documents, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Guaranty ObligationsSecured Documents”) (a) with respect to Series 2000-1including, (i) the punctual payment and reimbursement without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement foregoing Obligations), whether direct or indirect, absolute or contingent, and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (Bincluding, without limitation, fees and expenses of counsel) incurred by the amount of payments made to BAFC Administrative Agent or any other Secured Party in enforcing any rights under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (providedthis Guaranty or any other Secured Document, that to the extent such difference exists because reimbursable under Section 10.04 of the failure Credit Agreement. Without limiting the generality of an Obligor the foregoing, the Guarantor’s liability shall extend to promptly pay any all amounts due that constitute part of the Guaranteed Obligations and owing (or that would be due and owing owed by any other Loan Party to any Secured Party under or in respect of the Secured Documents but for the occurrence fact that they are unenforceable or not allowable due to the existence of an Insolvency Event with respect a bankruptcy, reorganization or similar proceeding involving such other Loan Party. (b) The Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to such Obligor) with respect be made to any LoanSecured Party under this Guaranty or the Subsidiary Guaranty or any other guaranty pertaining to the Guaranteed Obligations, the Guarantor shall not be required will contribute, to make payments pursuant the maximum extent permitted by law, such amounts to this clause (iii) until each other guarantor so as to maximize the Obligor fails aggregate amount paid to make such payments on such Loan for a period of eight (8) days the Secured Parties under or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementSecured Documents.

Guaranty. Subject to the terms and conditions of this Guaranty, the The Performance Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement performance when due, whether at stated maturity, by acceleration or otherwise, of all Letter obligations of Credit Obligations the Servicer and each Originator in all capacities in which any such party acts under the Transaction Documents, now or hereafter existing under the Transaction Documents (such obligations being the “Obligations”), and agrees to pay any and all reasonable and properly documented out-of-pocket expenses (including Attorney Costs) in enforcing any rights under this Performance Guaranty, together with interest on such expenses (from the time when due pursuant such amounts were incurred, based on a 365-day year) at a rate per annum for each day equal to the Letter of Credit Reimbursement Agreement and Base Rate on such day plus 2.00%. Without limiting the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 generality of the Security Agreement foregoing, the Performance Guarantor’s liability shall extend to all amounts which constitute part of the Obligations and (iii) the difference between (A) the amount payable would be owed by any Person to the Administrative Agent and the Liquidity Banks Seller or any Beneficiary under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing Transaction Document but for the occurrence fact that they are unenforceable or not allowable due to the existence of an Insolvency Event with respect a bankruptcy, reorganization or similar proceeding involving such Person as debtor. Notwithstanding anything to such Obligor) with respect to any Loanthe contrary herein, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications liability of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Performance Guarantor under this Performance Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve AccountObligations is (a) limited to, and shall be deposited in no event or under any circumstances, exceed the lesser of (i) $385,000,000 (which is the Purchase Limit on the Closing Date plus ten percent) in the Reserve Account for distribution aggregate and (ii) if the Purchase Limit has been reduced by the Seller in accordance with the Security AgreementSection 1.1(c), (iii) with respect an amount equal to the Series 2000-1 VFC Certificatereduced Purchase Limit plus ten percent, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms each case, inclusive of the Security Agreementall interest, (iv) with respect to Loanscharges, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses or otherwise but exclusive of any and indemnities, directly all out-of-pocket expenses arising from enforcement of such Performance Guaranty (the reimbursement of which not being subject to such limitation) and (b) subject to termination on the Final Termination Date. Expiry of this Performance Guaranty shall not reduce or diminish the liability of the Performance Guarantor to the Trustee and Beneficiaries in respect of any Obligation incurred on before the Collateral Agent at their Notice AddressFacility Termination Date. For the avoidance of doubt, (vi) with the obligations of the Performance Guarantor under this Performance Guaranty do not include losses in respect to of Receivables that are uncollectible on account of the amounts due under clause (b)(iii) aboveinsolvency, shall be deposited in bankruptcy or lack of creditworthiness of the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementObligor.

Guaranty. Subject to Each Guarantor, jointly and severally with the terms other Guarantors, hereby absolutely and conditions unconditionally guarantees, as a guaranty of this Guarantypayment and performance and not as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all of the Guarantor hereby unconditionally and irrevocably guarantees (collectivelyObligations, the “Guaranty Obligations”) (a) with respect to Series 2000-1, including without limitation (i) the punctual payment principal of, premium, if any, and reimbursement of all Letter of Credit Obligations when due pursuant to interest on the Letter of Credit Reimbursement Agreement Notes issued by, and the Letter Loans made or continued to, the Borrower under the Credit Agreement, and all reimbursement obligations and all payments and disbursements made by the L/C Issuers and the Lenders with respect to Letters of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement all renewals, extensions, amendments, refinancings and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreementother modifications thereof, and (iii) that there will be a sufficient amount all out-of-pocket expenses incurred by any Creditor Party (including the reasonable and documented fees, charges and disbursements of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccountany counsel for any Creditor Party) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination collection or enforcement thereof for which the Borrower is liable under the Credit Agreement, and whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Borrower or any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of a Hedge Agreement entered into creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by BLFC and or against the Borrower or any other Loan Party of any proceeding under any Debtor Relief Laws (d) with respect to Series 2003-1collectively, the prompt “Guaranteed Obligations”). The books and punctual payment records of all amounts due the Administrative Agent or the Creditor Parties showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and owing by BFE in connection with shall be binding upon the termination Guarantors and conclusive for the purpose of a Hedge Agreement entered into by BFEestablishing the amount of the Guaranteed Obligations absent manifest error. All payments This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses (other than the defense of payment and performance in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained in this Guaranty (i) with respect to Letter the contrary notwithstanding, it is the intention of Credit Obligations, each Guarantor and the Creditor Parties that the obligations of each Guarantor hereunder at any time shall be made limited to an aggregate amount equal to the Letter largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Credit Agent for disbursement pro rata the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. To that end, but only in the event and to the Letter extent that after giving effect to Section 20 of Credit Banks in accordance with their respective Letter of Credit Commitment Sharesthis Guaranty, (ii) such Guarantor’s obligations with respect to the Reserve AccountGuaranteed Obligations or any payment made pursuant to such Guaranteed Obligations would, shall but for the operation of the first sentence of this paragraph, be deposited subject to avoidance or recovery in any such proceeding under applicable Debtor Relief Laws after giving effect to Section 20 of this Guaranty, the Reserve Account for distribution in accordance with the Security Agreement, (iii) amount of such Guarantor’s obligations with respect to the Series 2000-1 VFC Certificate, Guaranteed Obligations shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made limited to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplementlargest amount which, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their feesafter giving effect thereto, expenses and indemnitieswould not, directly to the Trustee and the Collateral Agent at their Notice Addressunder applicable Debtor Relief Laws, (vi) render such Guarantor’s obligations with respect to the amounts due Guaranteed Obligations unenforceable or avoidable or otherwise subject to recovery under clause (b)(iii) above, shall be deposited in applicable Debtor Relief Laws. To the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect extent any payment actually made pursuant to the amounts due Guaranteed Obligations exceeds the limitation of the first sentence of this paragraph and is otherwise subject to avoidance and recovery in any such proceeding under clause (c) aboveapplicable Debtor Relief Laws, the amount subject to avoidance shall in all events be deposited in limited to the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplementamount by which such actual payment exceeds such limitation, and (viii) with respect the Guaranteed Obligations as limited by the first sentence of this paragraph shall in all events remain in full force and effect and be fully enforceable against such Guarantor. The first sentence of this paragraph is intended solely to preserve the rights of the Creditor Parties hereunder against such Guarantor in such proceeding to the amounts due maximum extent permitted by applicable Debtor Relief Laws and neither such Guarantor, the Borrower, any other Guarantor nor any other Person shall have any right or claim under clause (d) above, shall such sentence that would not otherwise be deposited available under applicable Debtor Relief Laws in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementsuch proceeding.

Guaranty. Subject to the terms and conditions of this Guaranty, the The Guarantor hereby unconditionally and irrevocably guarantees (collectivelyto the Lender, and its successors, endorsees, transferees and assigns, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual full and prompt payment and reimbursement of all Letter of Credit Obligations when due pursuant (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Obligor to the Letter Lender, whether created under, arising out of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination Facilities Agreements or otherwise, including all unpaid principal under the Facilities Agreements, all interest accrued thereon, all fees due under the Facilities Agreements and all other amounts payable by the Obligor to the Lender thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim in any Insolvency Proceeding, and including interest that accrues after the commencement by or against any Credit Party of a Hedge Agreement entered into any Insolvency Proceeding naming such Person as the debtor in such Insolvency Proceeding. The foregoing indebtedness, liabilities and other obligations of the Obligor, and all other indebtedness, liabilities and obligations to be paid or performed by BLFC the Guarantor in connection with this Guaranty (including any and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsSection 14), shall hereinafter be made collectively referred to as the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement“Guaranteed Obligations.”

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Guarantor hereby unconditionally and irrevocably guarantees (collectivelyto the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual full and prompt payment and reimbursement of all Letter of Credit Obligations when due pursuant (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrowers to the Letter of Guaranteed Parties under or in connection with the Credit Reimbursement Agreement Agreement, the Notes and the Letter of Creditother Loan Documents, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 including all unpaid principal of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalLoans, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans soldthe L/C Obligations, transferredall interest accrued thereon, assigned or otherwise conveyed all fees due under the Credit Agreement and all other amounts payable by the Sellers Borrowers to the Company Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrowers or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due Guarantors in connection with this Guaranty (including any and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsSection 15), shall hereinafter be made collectively referred to as the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement“Guaranteed Obligations.”

Guaranty. Subject to the terms and conditions of this Guaranty, the (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (collectively, the “Guaranty Guaranteed Obligations”) (a) with respect ). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to Series 2000-1, all amounts that constitute part of the Guaranteed Obligations and would be owed by: (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant Borrower or any other Loan Party to the Letter of Credit Reimbursement Agreement Administrative Agent, any L/C Issuer, the Swing Line Lender, or any other Lender under the Loan Documents, and the Letter of Credit, (ii) payments to fund the Borrower or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that any other Loan Party to the extent such difference exists because of the failure of an Obligor to promptly pay constituting Obligations, in any amounts due and owing (or that would be due and owing event, but for the occurrence fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Event with respect to a bankruptcy, reorganization or similar proceeding involving the Borrower or such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such other Loan for a period of eight (8) days or more), Party. (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing Anything contained in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers this Guaranty to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1contrary notwithstanding, the prompt and punctual payment obligations of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the any Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (1) after giving effect to all liabilities of each Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (i) with any liabilities of such Guarantor in respect to Letter of Credit Obligations, shall be made intercompany indebtedness owing to the Letter Borrower or other Affiliate of Credit Agent for disbursement pro rata the Borrower to the Letter of Credit Banks extent that such indebtedness would be discharged in accordance with their respective Letter of Credit Commitment Shares, an amount equal to the amount paid by such Guarantor hereunder; and (ii) with respect any liabilities of such Guarantor under this Guaranty; and (2) after giving effect as assets to the Reserve Accountvalue (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreementreimbursement, (iii) with respect indemnification or contribution of such Guarantor pursuant to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with applicable law or pursuant to the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause any agreement. (c) above, This is a guaranty of payment and not of collection and the Guarantor shall be deposited in the Series 2002-1 Collection Subaccount (make all payments hereunder without offset or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementcounterclaim.

Guaranty. Subject to the terms (a) Each Loan Party hereby jointly and conditions of this Guaranty, the Guarantor hereby severally and unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment when due and reimbursement payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks Borrowers, now or hereafter existing under the Liquidity Agreement any Loan Document, whether for principal, interestinterest (including, fees or otherwise and (B) without limitation, all interest that accrues after the amount commencement of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) Proceeding with respect to any LoanBorrower, the Guarantor shall whether or not be required to make payments pursuant to this clause (iii) until the Obligor fails to make a claim for post-filing interest is allowed in such payments on such Loan for a period of eight (8) days or moreInsolvency Proceeding), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the Letter commencement of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) any Insolvency Proceeding with respect to any Borrower (notwithstanding the Reserve Accountoperation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), shall be deposited and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Reserve Account for distribution in accordance with the Security AgreementLoan Documents (such Obligations, (iii) with respect to the Series 2000-1 VFC Certificateextent not paid or performed by the Borrowers, shall be deposited being the “Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the Cash Collateral Account for distribution guaranty set forth in accordance with this ARTICLE XI. (b) Without limiting the terms generality of the Security Agreementforegoing, (iv) with respect each Guarantor’s liability shall extend to Loans, shall all amounts that constitute part of the applicable Guaranteed Obligations and would be made owed by the Borrowers to the Trustee Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for deposit in the Collection Account for distribution in accordance with fact that they are unenforceable or not allowable due to the terms existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the Pooling Agreement and each Supplementforegoing, (v) with respect to amounts due Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the Trustee and obligation of any Guarantor hereunder exceed the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due maximum amount such Guarantor could guarantee under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementany Debtor Relief Law.

Guaranty. Subject The Parent Guarantor hereby, absolutely and unconditionally guarantees, jointly with any other guarantors from time to the terms time and conditions severally, as a primary obligor and not merely as a surety and as a guaranty of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all Letter times thereafter, of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement any and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 all of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement Obligations, whether for principal, interest, fees premiums, fees, indemnities, damages, costs, expenses or otherwise and (B) the amount otherwise, of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that each Loan Party to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any LoanAdministrative Agent, the Guarantor shall not be required to make payments pursuant to this clause (iii) until Lenders, the Obligor fails to make such payments on such Issuing Banks and the Swingline Lender, and whether arising hereunder or under any other Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series Document (including Series 2000all renewals, extensions, amendments, refinancings and other modifications thereof and all documented out-1)of-pocket costs and expenses, (i) including the prompt fees, disbursements and punctual payment other charges of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed counsel incurred by the Sellers to Administrative Agent, the Company and by Lenders, the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee Issuing Banks and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC Swingline Lender in connection with the termination collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of a Hedge Agreement entered into by BLFC the Obligations shall be admissible in evidence in any action or proceeding, and (d) with respect to Series 2003-1shall be binding upon the Parent Guarantor, and conclusive for the prompt and punctual payment purpose of all amounts due and owing by BFE in connection with establishing the termination amount of a Hedge Agreement entered into by BFEthe Obligations, absent manifest error. All payments This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Parent Guarantor under this Guaranty (i) with respect Guaranty, and the Parent Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms any or all of the Security Agreementforegoing, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms other than a defense of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementperformance.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect Subject to Series 2000-1Section 3 below, (i) Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender the punctual payment prompt and reimbursement complete observance, fulfillment and performance of all Letter of Credit Obligations when due the obligations of the Borrower pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (iiSection 6.1(n) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate Loan Agreement. The obligations which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because subject of the failure of an Obligor guaranty referred to promptly pay any amounts due and owing (or that would be due and owing but for in this Section 2(a) are hereinafter collectively referred to as the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), "Guarantied Obligations". (b) with respect Subject to all Outstanding Series (including Series 2000-1Section 3 below, without limiting the generality of the provisions of Section 2(a), (i) the prompt Guarantor hereby irrevocably, absolutely and punctual payment of all amounts due unconditionally guarantees to Lender that Borrower shall cause Owner and owing in respect of Loans soldManager, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Building Loan Agreement, to fully and punctually pay and discharge (ivi) any and all costs, expenses and liabilities for or incurred in connection with respect to Loansthe Guarantied Obligations; (ii) all claims and demands for labor, materials and services used or incurred in connection with the Guarantied Obligations which are or may become due and payable, or, if unpaid, are or may become Liens on the Property or any part thereof; and (iii) any Liens in favor of any and all Persons furnishing materials, labor or services for or in connection with the Guarantied Obligations such that the Property shall be made and remain free and clear of any and all liens other than Permitted Encumbrances, subject, however, to Owner's and Manager's rights, if any, set forth in the Building Loan Agreement with regard to the Trustee for deposit contesting of Liens. (c) If Borrower does not perform the Guarantied Obligations as provided in paragraphs (a) and (b) of this Section 2, then upon receipt of demand from Lender: (i) subject to Section 3 hereof, Guarantor shall, if requested by Lender (which request Lender may make or not make in its sole discretion), perform and complete the Collection Account for distribution Guarantied Obligations or cause the Guarantied Obligations to be performed and completed, in accordance with the terms requirements of the Pooling Agreement and each SupplementBuilding Loan Agreement; and (ii) if Guarantor fails to perform the Guarantied Obligations in accordance with this Guaranty (whether or not requested to do so pursuant to subsection (c)(i) above) then, to the extent that Lender shall (A) cause any Guarantied Obligations to be performed, (vB) pay any costs, expenses or liabilities in connection with respect the Guarantied Obligations, or (c) cause any Lien, claim or demand to amounts due the Trustee be released or paid or bonded, Guarantor shall, upon demand by Lender, reimburse Lender for all sums paid and the Collateral Agent all costs, expenses or liabilities incurred by Lender in connection therewith. All such sums shall be payable by Guarantor to Lender on demand and without reduction for payment any offset, claim, counterclaim or defense. (d) Guarantor hereby agrees to indemnify, defend and save harmless Lender from and against any and all costs, losses, liabilities, claims, causes of their feesaction, expenses and indemnitiesdamages, directly including, without limitation, reasonable attorneys' fees and disbursements, which Lender may suffer or which otherwise may arise by reason of the Borrower's failure to fulfill its obligations under the Trustee and the Collateral Agent at their Notice Address, (vi) Loan Agreement with respect to the amounts Guarantied Obligations, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender prior or subsequent to Lender's declaring the principal, interest and other sums evidenced or secured by the Loan Documents to be due under clause and payable. (b)(iiie) aboveGuarantor hereby agrees that, notwithstanding any provisions to the contrary in any Loan Document limiting the recourse of Lender to collateral encumbered by the Loan Documents, or limiting the rights of Lender to obtain a deficiency judgment against Borrower, Guarantor shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) fully and personally liable with respect to the amounts due covenants, representations, warranties, guaranties, agreements and indemnities of Guarantor under clause this Guaranty. (cf) above, shall be deposited Notwithstanding anything to the contrary contained herein or in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplementany other Loan Documents, and subject to the provisions of Section 6(i), all of Guarantor's obligations under this Guaranty (viiiincluding the Guarantied Obligations) shall terminate on the Guaranty Termination Date, provided that Guarantor's obligations under clauses (ii) and (iii) of Section 2(b) above relating to labor, materials and services provided, furnished or performed at or to the Property shall continue with respect to any claims, demands and Liens referred to therein, whether asserted before or after the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuaranty Termination Date.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual full and prompt payment and reimbursement of all Letter of Credit Obligations when due pursuant SCT Rent Payments and other sums required to be paid by SCT Holdings under the Letter of Credit Reimbursement Agreement and the Letter of CreditRegarding Leases, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 full and timely performance of the Security Agreement all other terms, conditions, covenants and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks obligations, of SCT Holdings under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementRegarding Leases, and (iii) any and all expenses (including reasonable attorneys’ fees and expenses) incurred by VRLP in enforcing any rights under the Agreement Regarding Leases or this Guaranty (all such obligations in clauses (i)-(iii), collectively, are referred to as the “Guaranteed Obligations”). Guarantor agrees that there will be this Guaranty is a sufficient amount guarantee of each applicable Approved Currency available in each Series Collection Subaccount (payment and each Series Currency Collection Sub-subaccount) performance, not collection, and that Guarantor is primarily liable and responsible for the Trustee payment and performance of the Guaranteed Obligations. It is not necessary for VRLP, in order to make enforce payment and performance by Guarantor under this Guaranty, first or contemporaneously to institute suit or exhaust remedies against SCT Holdings or others liable for any of the distributions required pursuant Guaranteed Obligations or to subsections 3A.05(a) and 3A.05(b) enforce rights against any collateral securing any of each Series Supplementit. With the exception of the defense of prior payment, (c) with respect performance, or compliance by SCT Holdings or Guarantor of the Guaranteed Obligations which Guarantor is called upon to Series 2002-1pay, or the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments defense that VRLP’s claim against Guarantor hereunder is barred by the applicable statute of limitations, all defenses of the law of guaranty or suretyship, including, without limitation, substantive defenses and procedural defenses, are waived and released by Guarantor to the extent permitted by law. Except as provided in the preceding sentence, under no circumstances will the liability of Guarantor under this Guaranty (i) be terminated either with respect to Letter any period of Credit Obligationstime when the liability of SCT Holdings under the Agreement Regarding Leases continues, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) or with respect to any circumstances as to which the Reserve AccountGuaranteed Obligations have not been fully discharged by payment, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (performance or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementcompliance.

Guaranty. Subject In consideration of the benefit derived or to be derived by it therefrom, as to the terms Lease Documents, from and conditions of this Guarantyafter the Commencement Date thereof, the Guarantor hereby unconditionally and irrevocably guarantees (collectivelyguarantees, the “Guaranty Obligations”) (a) with respect to Series 2000-1as a primary obligor and not merely as a surety, (i) the punctual payment and reimbursement when due of all Letter of Credit Obligations Rent and all other sums payable by Tenant under the Lease, and (ii) the faithful and prompt performance when due pursuant of each and every one of the terms, conditions and covenants of any nature to be kept and performed by the Letter of Credit Reimbursement Agreement applicable non-Landlord counterparty or counterparties under and as set forth in each Lease Document, including, without limitation, all indemnification obligations, insurance obligations, all obligations to operate, rebuild, restore or replace any facilities or improvements now or hereafter located on the Leased Property covered by the Lease, all obligations to perform the Required CapEx, all obligations to fund amounts or security under the Lease (including without limitation, funding any required amounts (or delivering a Letter of Credit, to the extent applicable) to the CapEx Reserve, the FF&E Reserve, the Covenant Security Escrow Account, the Construction Security Escrow Account and any impound account), all obligations to operate the Leased Property under the “Mandalay Bay” or “MGM Grand” brands, and all obligations under Article XXXVI under the Lease (ii) payments together with Guarantor’s obligations under Section 13 hereof, collectively, the “Obligations”). In the event of the failure of Tenant to fund pay any such Rent or other sums, or to replenish render any other performance required of the Reserve Account applicable non-Landlord counterparty under the Lease Documents, when due or within any applicable cure period, Guarantor shall forthwith perform or cause to be performed all provisions of the applicable Lease Document to be performed by the applicable non-Landlord counterparty thereunder, and pay all reasonable costs of collection or enforcement and other damages that may result from the non-performance thereof to the full extent provided under the applicable Lease Document. As to the Obligations, Guarantor’s liability under this Guaranty is without limit except as provided in Section 5.8 12 hereof. Guarantor agrees that its guarantee provided herein constitutes an absolute, direct, immediate, continuing and unconditional guaranty of the Security Agreement guarantee of payment and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts performance when due and owing (or that would be due and owing but for the occurrence not of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementcollection.

Guaranty. Subject All of PRODUCER’s obligations under this Agreement shall be guaranteed by M2 P2 (the “Guarantor”) The Guarantor must execute this Agreement. In consideration of and as a material inducement to HORMEL FOODS to enter into this Agreement with PRODUCER (for purposes of this guaranty, “this Agreement” will include this Agreement and any modification, extension and amendment of this Agreement), the Guarantor agrees as follows: (a) The Guarantor hereby guarantees that PRODUCER will satisfactorily perform under this Agreement in accordance with all the terms and conditions of the Agreement. If PRODUCER defaults in performance of its obligations under this GuarantyAgreement, the Guarantor hereby unconditionally will be liable for any and irrevocably guarantees all liabilities, losses, damages, claims, judgments, costs and expenses (collectivelyincluding without limitation reasonable attorneys’ fees) incurred by HORMEL FOODS in connection with PRODUCER’S default, including any costs of collection from the Guarantors (including without limitation reasonable attorneys’ fees) incurred by HORMEL FOODS (the “Obligations”). (b) This guaranty is an absolute, unconditional and continuing guaranty and will terminate only on the satisfaction of each and every obligation of PRODUCER under this Agreement, including without limitation Irrevocable Payment and performance in full of the PRODUCER’s Obligations. If any payment is subsequently set aside or required to be returned for any reason, the “Guaranty Obligations”) (a) with respect Obligations to Series 2000-1, (i) the punctual which such payment was applied shall be deemed to have continued in existence and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account this guaranty shall be enforceable as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such ObligorObligations. (c) The Guarantor hereby expressly waives (1) all demands and notices of any kind with respect to any Loanor all of the Obligations, whether provided for by agreement, law or otherwise; (2) any and all rights to cause a marshalling of the PRODUCER’s assets or to cause us to proceed against any security or other recourse HORMEL FOODS may have for the Obligations; and (3) any requirements that HORMEL FOODS institute any action or proceeding at law or in equity, or obtain any judgment, against PRODUCER or any other person, as a condition precedent to making demand on, or bringing an action or obtaining and/or enforcing a judgment against, the Guarantor upon this guaranty except that the Guarantor shall have the right to contest liability hereunder based on defenses to the Obligations in an action or proceeding at law or in equity. (d) This guaranty will inure to the benefit of HORMEL FOODS and its successors and assigns, and will be binding upon the Guarantor and its heirs, successors and assigns. (e) The Guarantor shall not be required to make payments pursuant exercise any right of subrogation until after Irrevocable Payment in full in cash of all of PRODUCER’s Obligations. (f) The Guarantor agrees that all disputes in any way related to this clause guaranty shall be arbitrated in accordance with Section 27 of this Agreement. (iiig) until Any provisions of this Agreement which by their terms have or may have application to this Guaranty or the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust Guarantor will be deemed to the extent the related Obligor has failed of such application to pay such amounts due apply to this Guaranty and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses Guarantor. Examples of such provisions are the Sections titled “PRODUCER’S Obligations,” “Remedies,” “Indemnity,” “Right of Offset,” “Assignment/Binding Effect,” “Governing Law,” “Jurisdiction and indemnifications Venue,” “Mediation,” “Authorization” and “Waiver of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementJury Trial.”

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “"Guaranty Obligations”) ") (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing (whether at the stated maturity, by acceleration, or otherwise) in respect of Loans sold, transferred, assigned or otherwise conveyed made by the Sellers Lenders to BFE under the Company Facility Agreement and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due other Finance Documents and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (iib) to the extent not timely paid, all fees, costs, expenses and indemnifications of the Trustee Lenders and the Collateral Agent owed by the Company BFE under the Pooling Facility Agreement and the Security Agreement other Finance Documents, in any case described in (a) or (b) above whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred. This Guaranty is a guaranty of payment and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount not of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFEcollection. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment SharesDollars, and (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (ivi) with respect to Loans, shall be made to the Trustee Agent for deposit in disbursement pro rata (determined at the Collection Account for distribution time such payment is sought) to the Lenders in accordance with the terms of proportion that each Lender’s respective Commitment bears to the Pooling Agreement and Total Commitments (each Supplementsuch proportion constituting the respective Lender’s "Aggregate Exposure Percentage"), (vii) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, costs, expenses and indemnities, directly indemnifications owed to the Trustee Lenders, shall be made to the Agent for disbursement pro rata (determined at the time such payment is sought) to the Lenders in accordance with their respective Aggregate Exposure Percentages (except as otherwise provided in the Facility Agreement with respect to Defaulting Lenders) and the Collateral Agent at their Notice Address, (viiii) with respect to fees, costs, expenses and indemnifications owed to the amounts due under clause (b)(iii) aboveAgent, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect made to the amounts due Agent. This Guaranty shall remain in full force and effect until the Guaranty Obligations are irrevocably and unconditionally paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto BFE may be free from any payment obligations under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementFinance Documents.

Guaranty. Subject to the terms The Guarantors hereby jointly and conditions of this Guaranty, the Guarantor hereby severally unconditionally and irrevocably guarantees (collectivelyguarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the “Guaranty Obligations”) performance of, (a) with respect to Series 2000-1the Obligations, (i) the punctual payment whether now or hereafter existing and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Guarantied Party, (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees or otherwise and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (Bd) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any all present and future amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligor) with respect any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Loan, Debtor Relief Laws (the Guarantor shall not be required to make payments pursuant to this clause items set forth in clauses (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or morea), (b) with respect to all Outstanding Series (including Series 2000-1), (ic) and (d) immediately above being herein referred to as the prompt “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and punctual the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all amounts due and owing other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers intercompany Indebtedness to the Company and by the Company to the Trust Borrower to the extent the related Obligor has failed to pay that such amounts due and owing (or that Indebtedness would be due discharged in an amount equal to the amount paid by such Guarantor hereunder) and owing but for (b) to the occurrence value as assets of an Insolvency Event with respect such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to such Obligor(i) for a period applicable requirements of eight (8) days or moreLaw, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and Section 10 hereof or (iii) that there will be a sufficient amount any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) Borrower of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor obligations arising under this Guaranty (i) with respect or other guaranties of the Guarantied Obligations by such parties, be held or determined to Letter of Credit Obligationsbe void, shall be made invalid or unenforceable, or subordinated to the Letter claims of Credit any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent for disbursement pro rata or any other Person, be automatically limited and reduced to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect highest amount that is valid and enforceable and not subordinated to the Reserve Account, shall be deposited claims of other creditors as determined in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (such action or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementproceeding.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to the Borrower, the Parent Guarantor hereby absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations of the Borrower to the Administrative Agent, the Lenders, or any of them, under or with respect to Series 2000-1the Loan Documents, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees fees, expenses or otherwise otherwise, and (B) all Hedging Obligations of the amount Borrower owing to any Lender or any Affiliate of payments made to BAFC any Lender under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity any Designated Hedging Agreement (providedcollectively, the “Guaranteed Obligations”); provided that to the extent such difference exists because Guaranteed Obligations of the failure of an Obligor to promptly pay a Loan Party shall exclude any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event Excluded Swap Obligations with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), Party. (b) with respect Without limiting the generality of the foregoing, the Parent Guarantor’s liability shall extend to all Outstanding Series (including Series 2000-1), (i) amounts that constitute part of the prompt Guaranteed Obligations and punctual payment of all amounts due and owing would be owed by any other Loan Party to any Lender under or in respect of Loans sold, transferred, assigned the Loan Documents but for the fact that they are unenforceable or otherwise conveyed by the Sellers not allowable due to the Company existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. The Parent Guarantor, and by its acceptance of this Guaranty, the Company to Administrative Agent and each other Lender Party, hereby confirms that it is the Trust intention of all such Persons that this Guaranty and the Obligations of the Parent Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications Obligations of the Trustee Parent Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Collateral Agent owed by Parent Guarantor hereby irrevocably agree that the Company under Obligations of the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Parent Guarantor under this Guaranty (i) with respect at any time shall be limited to Letter the maximum amount as will result in the Obligations of Credit Obligations, the Parent Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. The Parent Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty or any other guaranty, the Letter of Credit Agent for disbursement pro rata Parent Guarantor will contribute, to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Sharesmaximum extent permitted by law, (ii) with respect such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Reserve Account, shall be deposited Lenders under or in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementLoan Documents.

Guaranty. Subject to the terms and conditions of this GuarantyEach Subsidiary Guarantor with all other Subsidiary Guarantors, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (collectivelyguarantees, jointly and severally, as a primary obligor and not merely as a surety, to each Holder and its successors and assigns, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the full and punctual payment and reimbursement performance when due, whether at stated maturity, by acceleration or otherwise, of all Letter the principal of Credit Obligations when due pursuant and Make-Whole Amount, and interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Letter of Credit Reimbursement Company) the Notes and all other amounts under the Note Purchase Agreement and the Letter of Creditall other obligations, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 agreements and covenants of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks Company now or hereafter existing under the Liquidity Note Purchase Agreement whether for principal, interestMake-Whole Amount, fees interest (including interest accruing or otherwise becoming owing both prior to and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that subsequent to the extent such difference exists because commencement of the failure of an Obligor to promptly pay any amounts due and owing (proceeding against or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under any chapter of the Pooling Agreement Bankruptcy Code), indemnification payments, expenses (including reasonable attorneys’ fees and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreementexpenses) or otherwise, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (all reasonable costs and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplementexpenses, (c) with respect to Series 2002-1if any, the prompt and punctual payment of all amounts due and owing incurred by BLFC any Holder in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor enforcing any rights under this Guaranty (i) with respect all such obligations being the “Guaranteed Obligations”), and agrees to Letter pay any and all reasonable expenses incurred by each Holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein or in the Note Purchase Agreement to the contrary, the maximum liability of Credit Obligationseach Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Subsidiary Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be made liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Subsidiary Guarantors (and the Company) shall be fully liable for the repayment thereof to the Letter maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of Credit Agent payment and not of collectibility and is in no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Subsidiary Guarantor without impairing this Guaranty or affecting the rights and remedies of the Holders hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for disbursement pro rata any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Subsidiary Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Letter Holders, in lawful money of Credit Banks the United States of America, at the place specified in accordance the Note Purchase Agreement, or perform or comply with their respective Letter of Credit Commitment Sharessuch Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (iiin the case of the payment of Guaranteed Obligations) together with respect interest (in the amounts and to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iiiextent required under such Notes) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement on any amount due and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementowing.

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Administrative Agent for the ratable benefit of the Secured Parties the full and prompt payment upon the failure of the Borrower to do so, when and as the same shall become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (collectively, the “Guaranty Guaranteed Obligations”) (a) with respect ). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to Series 2000-1or further assent from it, (i) and that it remains bound upon its guarantee notwithstanding any such extension or renewal. If any or all of the punctual payment Guaranteed Obligations becomes due and reimbursement of all Letter of Credit payable hereunder, each Loan Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations when due pursuant to the Letter of Credit Reimbursement Agreement Administrative Agent and/or the other Secured Parties, on demand, together with any and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to all expenses which may be incurred by the Administrative Agent and the Liquidity Banks other Secured Parties in collecting any of the Guaranteed Obligations, to the extent reimbursable in accordance with Section 9.03. Without limiting the generality of the foregoing, each Loan Guarantor unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations to the Secured Parties whether or not due or payable by the Borrower upon the occurrence of any Event of Default specified in Sections 7.01(f) or 7.01(g), and in such event, irrevocably and unconditionally promises to pay such indebtedness to the Secured Parties, on demand, in lawful money of the U.S. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount this Loan Guaranty in respect of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement Hedging Obligations (provided, however, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would each Qualified ECP Guarantor shall only be due and owing but liable under this Section 10.01 for the occurrence maximum amount of an Insolvency Event with respect such liability that can be hereby incurred without rendering its obligations under this Section 10.01, or otherwise under this Loan Guaranty, as it relates to such Obligor) with respect other Loan Party, voidable under applicable law relating to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days fraudulent conveyance or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreementfraudulent transfer, and (iii) that there will be a sufficient amount not for any greater amount). The obligations of each applicable Approved Currency available Qualified ECP Guarantor under this Section 10.01 shall remain in each Series Collection Subaccount (full force and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with effect until the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Loan Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment SharesSection 10.12 hereof. Each Qualified ECP Guarantor intends that this Section 10.01 constitute, (ii) with respect to the Reserve Account, and this Section 10.01 shall be deposited in deemed to constitute, a “keepwell, support, or other agreement” for the Reserve Account benefit of each other Loan Party for distribution in accordance with the Security Agreement, (iiiall purposes of Section 1a(18)(A)(v)(II) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementCommodity Exchange Act.

Guaranty. Subject to the terms The Guarantors hereby jointly and conditions of this Guaranty, the Guarantor hereby severally unconditionally and irrevocably guarantees (collectivelyguarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the “Guaranty Obligations”) performance of, (a) with respect to Series 2000-1the Obligations, (i) the punctual payment whether now or hereafter existing and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement), (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees or otherwise and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (Bd) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any all present and future amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligor) with respect any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Loan, Debtor Relief Laws (the Guarantor shall not be required to make payments pursuant to this clause items set forth in clauses (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or morea), (b) with respect to all Outstanding Series (including Series 2000-1), (ic) and (d) immediately above being herein referred to as the prompt "Guarantied Obligations"). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and punctual the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors' receipt of notice from the Administrative Agent of the Borrower's failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, "Fraudulent Transfer Laws"), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all amounts due and owing other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers intercompany Indebtedness to the Company and by the Company to the Trust Borrower to the extent the related Obligor has failed to pay that such amounts due and owing (or that Indebtedness would be due discharged in an amount equal to the amount paid by such Guarantor hereunder) and owing but for (b) to the occurrence value as assets of an Insolvency Event with respect such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to such Obligor(i) for a period applicable requirements of eight (8) days or moreLaw, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and Section 10 hereof or (iii) that there will be a sufficient amount any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) Borrower of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor obligations arising under this Guaranty (i) with respect or other guaranties of the Guarantied Obligations by such parties, be held or determined to Letter of Credit Obligationsbe void, shall be made invalid or unenforceable, or subordinated to the Letter claims of Credit any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent for disbursement pro rata or any other Person, be automatically limited and reduced to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect highest amount that is valid and enforceable and not subordinated to the Reserve Account, shall be deposited claims of other creditors as determined in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (such action or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementproceeding.

Guaranty. Subject to the terms and conditions of this GuarantyExcept as otherwise provided for herein (including under Section 3.15), the each Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally and irrevocably guarantees to the Administrative Agent (collectivelyacting as agent for the Secured Parties pursuant to Article 8 of the Credit Agreement) for the benefit of the Secured Parties, the “Guaranty Obligations”) (a) with respect to Series 2000-1full and prompt payment, (i) when and as the punctual payment same become due, whether at stated maturity, upon acceleration or otherwise, and reimbursement of at all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credittimes thereafter, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement Secured Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code (excluding, for the avoidance of doubt, any Excluded Swap Obligation), together with any and (iii) the difference between (A) the amount payable to all expenses which may be incurred by the Administrative Agent and the Liquidity Banks under other Secured Parties in collecting any of the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) Guaranteed Obligations that are reimbursable in accordance with Section 9.03 of the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Credit Agreement (providedcollectively the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that to the extent it remains bound upon its guarantee notwithstanding any such difference exists because extension or renewal. In addition, if any or all of the failure of an Obligor to promptly pay any amounts Guaranteed Obligations become due and owing (or that would be due payable hereunder, each Guarantor, unconditionally and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loanirrevocably, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed promises to pay such amounts due and owing (or that would be due and owing but Guaranteed Obligations to the Administrative Agent for the occurrence benefit of an Insolvency the Secured Parties, on demand. Each Guarantor unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations whether or not due or payable by the Borrower during the existence of any of the Events of Default specified in Sections 7.01(f) or 7.01(g) of the Credit Agreement and irrevocably and unconditionally promises to pay such Guaranteed Obligations, including after such Event with respect to such Obligor) for a period of eight (8) days or moreDefault, (ii) to the extent not timely paid, all fees, expenses and indemnifications Administrative Agent for the benefit of the Trustee Secured Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Collateral Agent owed by the Company Termination Date, and all liabilities to which it applies or may apply under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, terms hereof shall be made conclusively presumed to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks have been created in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementreliance hereon.

Guaranty. Subject All of PRODUCER’s obligations under this Agreement are guaranteed by M2 P2 (the “M2 P2 Guarantor”) and all of PRODUCER’s obligations under this Agreement are guaranteed by G▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Limited Guarantor”) (the Limited Guarantor and the M2 P2 Guarantor are collectively the “Guarantors”). Notwithstanding anything to the contrary herein, the guaranty of the Limited Guarantor is limited to the maximum liability of $* and in no event shall HORMEL FOODS seek recovery from nor shall the Limited Guarantor have liability hereunder and/or under any other agreement with HORMEL FOODS, its parent company or any of its subsidiaries, affiliate or other related entity of HORMEL FOODS in excess of $*. Should the Limited Guarantor cease providing services to M2 P2, M2 P2 will nominate a person to take the place of and fulfill Limited Guarantor’s obligations under this Guaranty (the “Replacement Guarantor”). If HORMEL FOODS approves such Replacement Guarantor, such approval not to be unreasonably withheld, Replacement Guarantor will be released from this guaranty upon Replacement Guarantor’s execution of a guaranty, the substance and form of which are satisfactory to HORMEL FOODS. The Guarantors must execute this Agreement. In consideration of and as a material inducement to HORMEL FOODS to enter into this Agreement with PRODUCER (for purposes of this guaranty, “this Agreement” will include this Agreement and any modification, extension and amendment of this Agreement), the Guarantors agree as follows: (a) The Guarantors hereby guarantee that PRODUCER will satisfactorily perform under this Agreement in accordance with all the terms and conditions of the Agreement. If PRODUCER defaults in performance of its obligations under this GuarantyAgreement, the Guarantor hereby unconditionally Guarantors will be liable for any and irrevocably guarantees all liabilities, losses, damages, claims, judgments, costs and expenses (collectivelyincluding without limitation reasonable attorneys’ fees) incurred by HORMEL FOODS in connection with * Material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. PRODUCER’S default, including any costs of collection from the Guarantors (including without limitation reasonable attorneys’ fees) incurred by HORMEL FOODS (the “Obligations”). (b) This guaranty is an absolute, unconditional and continuing guaranty and will terminate only on the satisfaction of each and every obligation of PRODUCER under this Agreement, including without limitation Irrevocable Payment and performance in full of the PRODUCER’s Obligations. If any payment is subsequently set aside or required to be returned for any reason, the “Guaranty Obligations”) (a) with respect Obligations to Series 2000-1, (i) the punctual which such payment was applied shall be deemed to have continued in existence and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account this guaranty shall be enforceable as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such ObligorObligations. (c) The Guarantors hereby expressly waive (1) all demands and notices of any kind with respect to any Loanor all of the Obligations, whether provided for by agreement, law or otherwise; (2) any and all rights to cause a marshalling of the PRODUCER’s assets or to cause HORMEL FOODS to proceed against any security or other recourse it may have for the Obligations; and (3) any requirements that HORMEL FOODS institute any action or proceeding at law or in equity, or obtain any judgment, against PRODUCER or any other person, as a condition precedent to making demand on, or bringing an action or obtaining and/or enforcing a judgment against, the Guarantor Guarantors upon this guaranty except that the Guarantors shall have the right to contest liability hereunder based on defenses to the Obligations in an action or proceeding at law or in equity. (d) This guaranty will inure to the benefit of HORMEL FOODS and its successors and assigns, and will be binding upon the Guarantors and their heirs, successors and assigns. (e) The Guarantors shall not be required to make payments pursuant exercise any right of subrogation until after Irrevocable Payment in full in cash of all of PRODUCER’s Obligations. (f) The Guarantors agrees that all disputes in any way related to this clause guaranty shall be arbitrated in accordance with Section 27 of this Agreement. (iiig) until Any provisions of this Agreement which by their terms have or may have application to this Guaranty or the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust Guarantors will be deemed to the extent the related Obligor has failed of such application to pay such amounts due apply to this Guaranty and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses Guarantors. Examples of such provisions are the Sections titled “PRODUCER’S Obligations,” “Remedies,” “Indemnity,” “Right of Offset,” “Assignment/Binding Effect,” “Governing Law,” “Jurisdiction and indemnifications Venue,” “Mediation,” “Authorization” and “Waiver of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementJury Trial.”

Guaranty. Subject to the terms (a) The Supporting Holders, on a joint and conditions of this Guarantyseveral basis, the Guarantor hereby unconditionally and irrevocably guarantees guarantee to SPAC the due and punctual payment of the payment obligations of the Company under Section 11.03 of the Purchase Agreement, as they may be amended, changed, replaced or otherwise modified from time to time, including by providing any necessary funds to the Company to allow it to fulfill its obligations under the Purchase Agreement at the Closing, and undertakes to perform all such payment obligations to the extent that the Company fails to do so (collectivelythe “Guaranteed Obligations”), which payment obligations shall be (i) payable in cash, or (ii) by transfer of 50% of the fully diluted Equity Securities of the Company, free and clear of all Liens (other than restrictions on transfer generally arising under applicable federal and state securities laws) (in such amounts of Equity Securities of the Company by each Supporting Holder as determined by the Supporting Holders). In the event that the Supporting Holders satisfies the Guaranteed Obligations by transfer of the Company’s Equity Securities, each Supporting Holder shall (A) provide customary representations, warranties, covenants and indemnities in respect of such transfer, (B) enter into customary shareholders’ arrangements with SPAC, and (C) shall take all actions necessary, proper or advisable in connection with the transfer of the Company’s Equity Securities as are reasonably requested by SPAC. Without limiting the generality of the foregoing, each Supporting Holder unconditionally and irrevocably guarantees, covenants and agrees to be jointly and severally liable with the Company for the due and punctual performance of each of the Guaranteed Obligations. (b) In the event that any payment to SPAC in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the “Guaranty Obligations”) (a) Supporting Holders shall remain liable hereunder with respect to Series 2000-1the Guaranteed Obligations as if such payment had not been made. The covenants in this Section 4.8 are an unconditional guarantee of payment and not of collection. In furtherance of the foregoing, the Supporting Holders acknowledge that their liability hereunder shall extend to the full amount of the Guaranteed Obligations, and that SPAC may, in its sole discretion, bring and prosecute a separate action or actions against the Supporting Holders to enforce this Section 4.8 for such amount, regardless of whether any action is brought against the Supporting Holders or the Company or whether the Supporting Holders or the Company is joined in any such action. (c) The Supporting Holders agree that the Guaranteed Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the punctual failure or delay of SPAC to assert any claim or demand or to enforce any right or remedy against the Company interested in the transactions contemplated by the Purchase Agreement or this Agreement; (ii) any change in the time, place or manner of payment of the Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Purchase Agreement (other than amendments to the Guaranteed Obligations) made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations; (iii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations, to or from Section 4.8, the Purchase Agreement; (iv) any change in the corporate existence, structure or ownership of the Company or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (vi) the existence of any claim, set-off or other right which the Supporting Holders may have at any time against the Company, or the SPAC Parties, whether in connection with the Guaranteed Obligations or otherwise; (vii) the adequacy of any other means SPAC may have of obtaining payment of the Guaranteed Obligations; (viii) any change in the Law of any jurisdiction; (ix) the value, genuineness, validity, regularity, illegality or enforceability of the Purchase Agreement or this Agreement; or (x) any other act or omission that might in any manner or to any extent vary the risk of the Supporting Holders or otherwise operate as a release or discharge of the Supporting Holders. For avoidance of doubt, upon the payment of cash or transfer of Equity Securities in accordance with Section 4.8(a), the Guaranteed Obligation shall be deemed paid in full and reimbursement of all Letter of Credit Obligations when due the Supporting Holders shall have no further obligations pursuant to this Agreement (including with respect to the Letter Termination Fee). (d) The Supporting Holders irrevocably and absolutely waive any and all right of Credit Reimbursement subrogation, contribution, indemnification, reimbursement or similar rights against the Company with respect to the guaranty provided in this Section 4.8, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of the Supporting Holders and SPAC that the Supporting Holders shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of the Company by reason of the existence of the Purchase Agreement or this Agreement in the event that the Company becomes a debtor in any proceeding under applicable Law. In addition, the Supporting Holders will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Guaranteed Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to the Supporting Holders on account of such subrogation rights at any time when all the Guaranteed Obligations shall not have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of SPAC and shall forthwith be paid to SPAC and applied to such liabilities and obligations, whether matured or unmatured. (e) The covenants in this Section 4.8 shall remain in full force and effect until the Letter payment of Creditthe Guaranteed Obligations to SPAC or the covenants in this Section 4.8 are terminated because (i) the Closing is consummated, (ii) payments to fund or to replenish the Reserve Account as provided Purchase Agreement is validly terminated in Section 5.8 accordance with its terms (other than a termination of the Security Purchase Agreement and in any circumstance in which the Company Termination Fee is payable), or (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but SPAC receives consideration for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing Guaranteed Obligation as described in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (iiSection 4.8(a) with respect to the Reserve Account, Guaranteed Obligations. All obligations to which this Section 4.8 shall apply or may apply under the terms hereof shall be deposited conclusively presumed to have been created in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementreliance hereon.

Guaranty. Subject to the terms Guarantor, as primary obligor and conditions of this Guarantynot merely as a surety, the Guarantor hereby unconditionally absolutely and irrevocably guarantees to Beneficiary the punctual payment and performance when due of the Guaranteed Obligations (as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual full and prompt payment and reimbursement of all Letter amounts, capital contributions, sums and charges payable by Guarantor-Affiliated Member under the Limited Liability Company Agreement, including, without limitation, all obligations of Credit Obligations when due pursuant Guarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the Letter of Credit Reimbursement Agreement and the Letter of CreditLimited Liability Company Agreement, (ii) payments the full and punctual performance and observance of all the terms, covenants and conditions provided to fund be performed, observed and complied with by Guarantor-Affiliated Member under the Limited Liability Company Agreement, or provided to replenish be performed, observed and complied with by Guarantor-Affiliated Member or an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by it pursuant to the Reserve Account as provided Limited Liability Company Agreement, whether in Section 5.8 respect of the Security Agreement any Land Option, Archstone Real Estate Asset, Office Lease or otherwise, and (iii) the difference between (A) the amount payable to the Administrative Agent full and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all damages, costs and expenses which shall at any time be recoverable by Creditor Member from Guarantor-Affiliated Member or any other Obligor by virtue of or under the Limited Liability Company Agreement or under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, including, without limitation, on account of any representations or warranties made by Guarantor-Affiliated Member thereunder. Guarantor further agrees to pay all Enforcement Costs (as hereinafter defined), in addition to all other amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such hereunder. Any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (ithat are not accruing interest under the Limited Liability Company Agreement) with respect to Letter of Credit Obligations, shall be which are not timely made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution by Guarantor in accordance with the Security Agreementterms of this Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to the contrary herein, (iiix) with respect Guarantor shall have all of the same rights, remedies and defenses as Guarantor-Affiliated Member, including, without limitation, the right to exercise the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution dispute resolution procedures under and in accordance with the terms of the Security Limited Liability Company Agreement, and (ivy) other than the payment of Enforcement Costs, Guarantor shall have no greater liability than Guarantor-Affiliated Member or other Obligor under the Limited Liability Company Agreement or with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (any assumption agreement or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementinstrument delivered by it pursuant thereto.

Guaranty. Subject to The Guarantors jointly and severally irrevocably and unconditionally guarantee (in the terms and conditions case of this Guarantyeach Guarantor, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event other than with respect to such Obligor) with respect to any LoanGuarantor’s own Guaranteed Obligations), as primary obligors and not merely as sureties, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt due and punctual payment in full of all amounts due and owing in respect of Loans soldGuaranteed Obligations (as hereinafter defined) when the same shall become due, transferredwhether at stated maturity, assigned by acceleration, demand or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such (including amounts due and owing (or that would be become due and owing but for the occurrence operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guaranteed Obligations” is used herein in its most comprehensive sense and includes any and all Secured Obligations of any of the Loan Parties now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising. Each Guarantor acknowledges that it is an Insolvency Event with respect to such Obligor) for a period Affiliate of eight (8) days or more, (ii) the Borrower and will derive substantial benefits from the extension of credit to the extent Borrower pursuant to the Credit Agreement. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, winding-up, examinership, suspension of payments, a moratorium of any indebtedness, dissolution, administration or arrangement of any Guarantee Party (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not timely been commenced) shall be included in the Guaranteed Obligations because it is the intention of each Guarantor and the Agent that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve any Guarantee Party of any portion of such Guaranteed Obligations. In the event that all or any portion of the Guaranteed Obligations is paid by the Guarantee Parties, the obligations of each Guarantor hereunder that is a Guarantee Party immediately prior to any such payment shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Agent or any other Secured Party as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guaranteed Obligations. Subject to the other provisions of this Section 1, upon the failure of any Guarantee Party to pay any of the Guaranteed Obligations when and as the same shall become due, each Guarantor will promptly pay, or cause to be paid, all feesin cash, expenses and indemnifications to the Agent for the ratable benefit of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementSecured Parties, and (iii) that there will be a sufficient an aggregate amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made equal to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms aggregate of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementunpaid Guaranteed Obligations.

Guaranty. Subject to the terms and conditions of this Guaranty, the The Guarantor hereby irrevocably and unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment when due, in lawful money of the United States of America, or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “Obligation Currency”), whether at stated maturity, by acceleration or otherwise, of the Loans, L/C Obligations, and reimbursement of all Letter of Credit other Obligations when due pursuant owing by the Borrower to the Letter of Credit Reimbursement Agreement and the Letter of CreditLenders, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks Issuing Banks, or any of them, under the Liquidity Agreement Credit Agreement, the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders, the Issuing Banks or otherwise and the Administrative Agent in enforcing any rights under this Guaranty (B) collectively, the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided“Guaranteed Obligations”), that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing including without limitation, all interest which, but for the occurrence filing of an Insolvency Event with respect to such Obligor) with respect to a petition in bankruptcy, would accrue on any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications principal portion of the Trustee Guaranteed Obligations. Any and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Taxes (other than Excluded Taxes), the Letter of Credit Agent for disbursement pro rata full amount, in the Obligation Currency, that it would otherwise be entitled to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) receive with respect to the Reserve Account, shall be deposited Guaranteed Obligations (but without duplication of amounts for Taxes already included in the Reserve Account for distribution in accordance with the Security AgreementGuaranteed Obligations). The Guarantor acknowledges and agrees that this is a guarantee of payment when due, (iii) with respect and not of collection, and that this Guaranty may be enforced up to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms full amount of the Security AgreementGuaranteed Obligations without proceeding against the Borrower, (iv) with respect to Loansagainst any security for the Guaranteed Obligations, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms or under any other guaranty covering any portion of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuaranteed Obligations.

Guaranty. Subject to the terms and conditions of this Guaranty, the Section 2.09 each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the Administrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment, when and as the same shall become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations (including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)) of the Borrowers and the other Loan Guarantors (other than its own Secured Obligations), together with any and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any of the Secured Obligations that are reimbursable in accordance with Section 9.03 of the Credit Agreement (collectively, the “Guaranty Guaranteed Obligations”) (a) with respect ). Each Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to Series 2000-1or further assent from it, (i) the punctual payment and reimbursement of that it remains bound upon its guarantee notwithstanding any such extension or renewal. If any or all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement Guaranteed Obligations becomes due and (iii) the difference between (A) the amount payable hereunder, each Loan Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent and for the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because ratable benefit of the failure Secured Parties, on demand. Each Loan Guarantor unconditionally and irrevocably guarantees the payment of an Obligor to promptly pay any amounts and all of the Guaranteed Obligations whether or not due and owing (or that would be due and owing but for payable upon the occurrence of an Insolvency Event with respect to such Obligorany of the Events of Default specified in Sections 7.01(f) with respect to any Loan, or 7.01(g) of the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt Credit Agreement and punctual payment of all amounts due thereafter irrevocably and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed unconditionally promises to pay such amounts due and owing (or that would be due and owing but Guaranteed Obligations to the Administrative Agent for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications ratable benefit of the Trustee Secured Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Collateral Agent owed by the Company Termination Date, and all liabilities to which it applies or may apply under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, terms hereof shall be made conclusively presumed to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks have been created in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementreliance hereon.

Guaranty. Subject (a) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety: (i) to the terms Lender Creditors the full and conditions prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of this Guaranty(x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the Guarantor hereby unconditionally Borrower under the Credit Agreement and irrevocably guarantees (collectivelyy) all other obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors under each Credit Document to which the Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with each such Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions, covenants and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Hedging Agreements, being herein collectively called, the “Guaranty Credit Document Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, ; and (ii) to each Other Creditor the extent not timely paidfull and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all feesobligations (including, expenses and indemnifications without limitation, obligations which, but for the automatic stay under Section 362(a) of the Trustee Bankruptcy Code, would become due), liabilities and indebtedness (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower under each Secured Hedging Agreement, whether now in existence or hereafter arising, and the Collateral Agent owed due performance and compliance by the Company Borrower with all of the terms, conditions, covenants and agreements contained therein (all such obligations, liabilities and indebtedness being herein collectively called, the “Other Obligations”, and together with the Credit Document Obligations are herein collectively called the “Guaranteed Obligations”). Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor or the Borrower, or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Pooling Agreement Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and performance and not of collection. (b) Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the Security Agreement payment of any and owed all Guaranteed Obligations whether or not due or payable by the Servicer under Borrower upon the Pooling Agreement and occurrence in respect of the Servicing Borrower of any of the events specified in Section 11.05 of the Credit Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (unconditionally, absolutely and each Series Currency Collection Sub-subaccount) for the Trustee irrevocably, jointly and severally, promises to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made pay such Guaranteed Obligations to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment SharesSecured Creditors, (ii) with respect to the Reserve Accountor order, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementon demand.

Guaranty. Subject (a) The Limited Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment at all times of all Obligations with respect to the terms Revolving Credit Facility, (i) including any outstanding Revolving Credit Loans (including all renewals, extensions, amendments, restatements and conditions of this Guarantyother modifications thereof) and earned interest and fees in relation thereto as set forth in the Credit Agreement (including any interest paid-in-kind or deferred, any commitment fees, the fees set forth in Section 2.09(c) of the Credit Agreement and any other consent fees and the fees set forth under Section 2.09(d), including to the extent earned under the Existing Credit Agreement (but as may be limited to any explicit waiver in effect under the Credit Agreement), and in each case whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Limited Guarantor hereby unconditionally or the Borrower under any Debtor Relief Laws, and irrevocably guarantees including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws, but (ii) excluding contingent obligations and L/C Borrowings (collectively, the “Guaranty Guaranteed Obligations”); provided that the Limited Guarantor shall have no liability to make any payment under this Section 2(a) until the occurrence of a Guarantee Event; provided further that if the only Guarantee Event that has occurred is a Guarantee Event under clause (ae) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement definition thereof, the Limited Guarantor shall only be required to make payments of the Guaranteed Obligations under the Loan Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise; (b) The books and (iii) the difference between (A) the amount payable to records of the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalbooks and records of each Guaranteed Party, interest, fees or otherwise and (B) showing the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (providedGuaranteed Obligations shall be admissible in evidence in any action or proceeding, that to the extent such difference exists because and shall be conclusive absent manifest error of the failure amount of an Obligor to promptly pay any amounts due the Credit Extensions and owing (or that would be due the interest and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor payments thereon. This Limited Guaranty shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed affected by the Sellers genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Company and by the Company Guaranteed Obligations, which might otherwise constitute a defense to the Trust obligations of the Limited Guarantor under this Limited Guaranty, and the Limited Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire, in law or in equity, in any way relating to any or all of the foregoing or otherwise. Anything contained herein to the extent contrary notwithstanding, the related Obligor has failed obligations of the Limited Guarantor hereunder at any time shall be limited to pay such amounts due and owing (or an aggregate amount equal to the largest amount that would be due and owing but for the occurrence of an Insolvency Event with respect not render its obligations hereunder subject to such Obligor) for avoidance as a period of eight (8) days fraudulent transfer or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications conveyance under Section 548 of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementBankruptcy Code (Title 11, and (iiiUnited States Code) that there will be a sufficient amount or any comparable provisions of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, any similar federal or state law; (c) The Limited Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by any Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to Series 2002-1to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and Limited Guarantor under this Limited Guaranty. (d) with respect The Limited Guarantor agrees that the Guaranteed Obligations may at any time and from time to Series 2003-1time exceed the amount of the liability of the Limited Guarantor hereunder without impairing this Limited Guaranty or affecting the rights and remedies of any Guaranteed Party hereunder; (e) The Limited Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to any Guaranteed Party on account of its liability hereunder, it will notify the prompt and punctual Administrative Agent in writing that such payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor is made under this Limited Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementsuch purpose.

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) ratifies, restates and confirms its Guarantee in favor of the punctual payment and reimbursement of all Letter of Credit Obligations when due Lender Parties made pursuant to the Letter of “Subsidiary Guaranty” (as defined in the Existing Credit Reimbursement Agreement Agreement) and the Letter of Credit, (ii) payments to fund absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or to replenish the Reserve Account as provided in Section 5.8 otherwise, and at all times thereafter, of any and all of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement Obligations, whether for principal, interest, fees premiums, fees, indemnities, damages, costs, expenses or otherwise and (B) otherwise, of the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that Borrowers to the extent such difference exists because of the failure of an Obligor to promptly pay Lender Parties, and whether arising hereunder or under any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such other Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series Document (including Series 2000-1)all renewals, (i) the prompt extensions, amendments and punctual payment of other modifications thereof and all amounts due costs, attorneys’ fees and owing in respect of Loans sold, transferred, assigned or otherwise conveyed expenses incurred by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC Lender Parties in connection with the termination collection or enforcement thereof) and whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Subsidiary Guarantor or any Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against any Borrower of a Hedge Agreement entered into by BLFC and any proceeding under any Debtor Relief Laws (d) with respect to Series 2003-1collectively, the prompt “Guaranteed Borrower Obligations”). The Administrative Agent’s books and punctual payment records showing the amount of all amounts due the Guaranteed Borrower Obligations shall be admissible in evidence in any action or proceeding, and owing by BFE in connection with shall be binding upon each Subsidiary Guarantor, and conclusive for the termination purpose of a Hedge Agreement entered into by BFEestablishing the amount of the Guaranteed Borrower Obligations. All payments This Subsidiary Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Borrower Obligations or any instrument or agreement evidencing any Guaranteed Borrower Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Borrower Obligations which might otherwise constitute a defense to the obligations of any Subsidiary Guarantor under this Guaranty (i) with respect Subsidiary Guaranty, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to Letter any or all of Credit Obligationsthe foregoing. Anything contained herein to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder at any time shall be made limited to an aggregate amount equal to the Letter of Credit Agent for disbursement pro rata largest amount that would not render its obligations under this Subsidiary Guaranty subject to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms avoidance as a fraudulent transfer or conveyance under Section 548 of the Security AgreementBankruptcy Code (Title 11, (ivUnited States Code) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms or any comparable provisions of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (any similar federal or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementstate Law.

Guaranty. Subject For value received and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to TWINLAB CORPORATION, a Delaware corporation (“Borrower”), Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender: (i) the full and prompt payment when due of the principal of, all interest on, and all fees in respect of, all of the Loans and Letter of Credit Obligations and (ii) the full and prompt payment and performance of any and all other Obligations, whether all or any portion of such Loans, Letter of Credit Obligations and other Obligations are now or hereafter existing, direct or indirect, related or unrelated, joint or several, or absolute or contingent, whether or not for the payment of money, and whether arising by reason of an extension of credit, opening of a letter of credit, loan, guarantee, Rate Management Obligation or in any other manner (all of the indebtedness, liabilities and obligations described in the foregoing clauses (i) and (ii) of this Section 1.1 which are outstanding from time to time are collectively referred to as the “Guaranteed Obligations”). Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and prompt payment and performance of the Guaranteed Obligations when any of the Guaranteed Obligations are due, including, without limitation, on the occurrence of an Event of Default, by reason of the maturity or acceleration of any of the Guaranteed Obligations, on the occurrence of a default under the terms and conditions of this Guaranty, or otherwise, and at any times after the date when due. Notwithstanding anything to the contrary contained in this Guaranty or any other Loan Document to which any Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) is a party: (a) with the definition of “Guaranteed Obligations” set forth in this Guaranty shall exclude Excluded Swap Obligations in respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), Guarantor; (b) with respect in no event shall the proceeds of any Loan Collateral provided by Guarantor be applied by Lender to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing any Excluded Swap Obligations in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company Guarantor; and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1without limiting any provision set forth in any Loan Document, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter fullest extent permitted by law, Guarantor hereby waives any and all rights to require marshalling of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementassets by Lender.

Guaranty. Subject to Each Guarantor (other than the terms and conditions of this GuarantyBorrower) hereby absolutely, the Guarantor hereby unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranty Subsidiary Guaranteed Obligations”) and (aii) with respect to Series 2000-1the Borrower hereby absolutely, (i) unconditionally and irrevocably guarantees the punctual payment and reimbursement performance, when due, whether at stated maturity, by acceleration or otherwise, of all Letter of Credit Banking Services Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, all Swap Obligations (iiother than Excluded Swap Obligations) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement other Credit Parties, whether absolute or contingent and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interestinterest (including, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (providedwithout limitation, interest that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence existence of an Insolvency Event with respect a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to such Obligor) with respect to any Loanbe provided as collateral, indemnities, expenses or otherwise (collectively, the Guarantor “Borrower Guaranteed Obligations”, and together with the Subsidiary Guaranteed Obligations, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect extend to all Outstanding Series (including Series 2000-1)amounts that constitute part of the Borrower Guaranteed Obligations or the Subsidiary Guaranteed Obligations, (i) the prompt as applicable, and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed would be owed by the Sellers Borrower or any other Credit Party to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing Secured Parties but for the occurrence of an Insolvency Event with respect fact that they are unenforceable or not allowable due to such Obligor) for a period of eight (8) days insolvency or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination existence of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1bankruptcy, reorganization or similar proceeding involving the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Borrower or any Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementParty.

Guaranty. Subject Each Guarantor, jointly and severally, absolutely, -------- irrevocably and unconditionally guaranties to the terms applicable Guaranteed Parties, as primary obligor and not merely as surety, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (i) the principal of, interest on and the Loans made to the Borrower under the Credit Agreement and all reimbursement obligations and LC Obligations with respect to Letters of Credit, together with all other obligations and liabilities owing by the Borrower to the Credit Facility Creditors under the Credit Agreement and each other Loan Document (including, without limitation, indemnities, Fees and interest thereon), whether now existing or hereafter incurred under, arising out of or in connection with, the Credit Agreement and each such other Loan Document, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in the Loan Documents (the "Guaranteed Credit Facility Obligations"), (ii) the principal of, interest on --------------------------------------- and Increasing Rate Term Loans made to the Borrower under the IRL Agreement and the other loan documents related thereto (the "IRL Loan Documents") (including, ------------------ without limitation, indemnities, fees and interest thereon), whether now existing or hereafter incurred under, arising out of or in connection with, the IRL Agreement and IRL Loan Documents, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in such agreements (excluding Exchange Notes as defined in the IRL Agreement) (the "Guaranteed IRL Obligations"), (iii) to the extent any --------------------------- Additional Debt Designation is executed by the Borrower and delivered to the Collateral Agent entitling the Additional Debt Creditors to the benefit of this Guaranty as permitted under the Credit Agreement, the principal of, interest on and any loans made under any Additional Debt Agreement and any other loan documents related thereto (the "Additional Debt Documents") (including, without ------------------------- limitation, indemnities, fees and interest thereon), as and to the extent designated by the Borrower in the Additional Debt Designation, whether now existing or hereafter incurred under, arising out of or in connection with any Additional Debt Agreement or Additional Debt Documents as permitted under the Credit Agreement, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in such agreements (the "Guaranteed Additional Debt Obligations") and (iv) to the extent an Other Debt -------------------------------------- Designation is executed and delivered by the Borrower to the Collateral Agent entitling any Other Creditors to the benefits of this Guaranty, the Guarantor hereby unconditionally obligations made under any Interest Rate Protection Agreement with any of the Other Creditors, Other Hedging Agreement with any of the Other Creditors and irrevocably guarantees any other documents related thereto (collectivelythe "Other Debt Documents," and together with the -------------------- Loan Documents, IRL Loan Documents, and the Additional Debt Documents, and this Agreement, the “Guaranty Obligations”"Guaranteed Documents") (a) with respect to Series 2000-1including, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Creditwithout limitation, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest-------------------- indemnities, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (providedinterest thereon), that as and to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed designated by the Sellers to Borrower in the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (Other Debt Designation whether now existing or that would be due and owing but for the occurrence hereafter incurred arising out of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with any Interest Rate Protection Agreement with any of the termination Other Creditors, Other Hedging Agreement with any of a Hedge Agreement entered into by BLFC the Other Creditors or Other Debt Documents, and (d) with respect to Series 2003-1, the prompt due performance and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments compliance by the Borrower with all of the terms, conditions and agreements contained in such agreements (the "Guaranteed Other Debt Obligations," and all --------------------------------- such obligations being herein collectively called the "Guaranteed Obligations"), ---------------------- in each case of the relevant Guaranteed Parties. Each Guarantor under understands, agrees and confirms that the Guaranteed Parties may enforce this Guaranty (i) with respect up to Letter the full amount of Credit the Guaranteed Obligations against each Guarantor without proceeding against any other Guarantor, against the Borrower, against any security for the Guaranteed Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms or under any other guaranty covering all or a portion of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuaranteed Obligations.

Guaranty. Subject to Company hereby irrevocably and unconditionally guaranties the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due Obligations of all Borrowers hereunder, all obligations and owing in respect liabilities under Interest Rate Agreements by and between Company or any of Loans soldits Subsidiaries and Lenders or Affiliates of Lenders (“Interest Rate Obligations”) and all Currency Agreements by and between Company or any of its Subsidiaries and Lenders or Affiliates of Lenders (“Currency Obligations”) and any Other Permitted Credit Exposure, transferredwhen the same shall become due, assigned whether at stated maturity, by required payment, declaration, demand or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such (including amounts which would become due and owing (or that would be due and owing but for the occurrence operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and agrees to pay any and all costs and expenses (including reasonable fees and disbursements of counsel and allocated costs of internal counsel) incurred by Collateral Agent, Agents or Lenders or their Affiliates party to such Other Lender Guarantied Obligations (each, a “Guarantied Party” and collectively, the “Guarantied Parties”) in enforcing or preserving any rights under this Guaranty (all such obligations collectively, the “Guarantied Obligations”); provided, that, in order to enjoy the benefit of the foregoing guaranty any such Lender or Affiliate thereof party to any such Other Permitted Credit Exposure, Interest Rate Obligations or Currency Obligations shall execute and deliver to Collateral Agent, during such time as such Lender is a Lender under this Agreement, an Insolvency Event acknowledgment to the Intercreditor Agreement agreeing to be bound thereby and acknowledged by Borrowers’ Agent. Any Lender or Affiliate thereof obtaining the benefit of the foregoing guaranty with respect to Other Permitted Credit Exposure, Interest Rate Obligations or Currency Obligations shall remain a Guarantied Party hereunder with respect to such Obligor) Other Permitted Credit Exposure, Interest Rate Obligations or Currency Obligations only for so long as such Lender remains a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor Lender under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.

Guaranty. Subject to The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the terms and conditions of this Guaranty"Guarantor"), the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (collectively, guaranties the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual prompt payment as and reimbursement when due of all Letter present and future obligations of Credit Obligations when due pursuant to its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the Letter State of Credit Reimbursement Agreement and the Letter of CreditDelaware ("THE GUARANTEED SUBSIDIARY") including, (ii) payments to fund or to replenish the Reserve Account as provided without limitation, any obligation in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalany capacity under, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with or ancillary to, contracts of insurance or reinsurance, contracts for borrowed money and other evidences of indebtedness of any party, however characterized, securities transactions, derivative, securitization and alternative risk transfer transactions, any obligation in the termination nature of a Hedge Agreement credit extension, credit enhancement or contractual support, and any obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by BLFC and (d) with respect to Series 2003-1THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor Guarantor's obligations under this Guaranty (i) with respect to Letter of Credit Obligations, shall may be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution evidenced by and governed in accordance with the terms of a subguaranty (a "Subguaranty"), substantially in the Security Agreementform attached hereto. This Guaranty constitutes a guaranty of payment when due and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may be made in writing addressed to the Chief Financial Officer of the Guarantor. Notwithstanding any reference to any obligation of THE GUARANTEED SUBSIDIARY, the Guarantor's obligations under this Guaranty are its absolute and independent obligations as a primary obligor and are in particular not dependent in any way on the validity or enforceability of and are not subject to any defense or excuse otherwise available under the guaranteed obligations of THE GUARANTEED SUBSIDIARY (iv) with respect to Loans, but no payment hereunder shall be made to required unless the Trustee for deposit in the Collection Account for distribution guaranteed obligations are due and payable in accordance with their terms) and the terms Guaranty thereby constitutes and is intended by the parties to constitute a non-accessory undertaking ("nicht akzessorische Verpflichtung") within the meaning of Art. I I I of the Pooling Agreement Swiss Code of Obligations ("CO") and each Supplementnot a mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor to any beneficiary of the amount due under the Guarantee, (v) with respect the Guarantor shall be subrogated to amounts due the Trustee rights of the beneficiary against THE GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the Collateral Agent for beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment or subrogation unless and until all the obligations of their feesTHE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. The Guarantor, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Addresssignatories hereto acting jointly, hereby (vii) with respect authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, and to conclusively confirm its applicability to any transaction or obligation, to such persons as it deems necessary or advisable, including, without limitation, any counterparty to any transaction and any rating agency engaged in providing a rating of THE GUARANTEED SUBSIDIARY or any of its obligations or of any product offered or in any manner contractually supported by THE GUARANTEED SUBSIDIARY and (ii) (a) authorize any one of the amounts due under clause (b)(iii) aboveChief Executive Officer, shall be deposited the Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the applicable Series Collection Subaccount name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by THE GUARANTEED SUBSIDIARY, and (b) authorize either such Member of the Executive Board or applicable Series Currency Collection Sub-subaccounts) for distribution THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be construed in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, Swiss law. Exclusive place of jurisdiction for any legal proceeding hereunder shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 SupplementZurich, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementSwitzerland.

Guaranty. Subject Guarantor hereby irrevocably, unconditionally and absolutely guarantees to Lender, and Lender’s successors and assigns, the due and prompt payment, and not just the collectability, of the principal of, and interest and late charges, escrow payments and all other indebtedness and indemnification, if any, under any of the Loan Documents when due, whether at maturity, pursuant to mandatory or optional prepayments, by acceleration, indemnification or otherwise all at the times and places and at the rates described in, and otherwise according to the terms and conditions of this Guarantyof, the Note and the other Loan Documents. Guarantor further hereby irrevocably, unconditionally and irrevocably absolutely guarantees to Lender the due and prompt performance by Borrower of all duties, agreements and obligations of Borrower contained in the Note and the other Loan Documents, and the due and prompt payment of all costs incurred, including reasonable attorneys’ and paralegals’ fees and costs (collectivelyincluding, without limitation, fees and costs incurred in litigation, mediation, arbitration, administrative and bankruptcy proceedings, and appeals therefrom), in enforcing the payment and performance of the Note and the other Loan Documents and this Guaranty Agreement. The payment and performance of the items set forth in this Section 2.1 are hereinafter collectively referred to as the “Guaranty ObligationsIndebtedness Guaranteed”. The liability of Guarantor under this Section 2.1 shall survive any release, termination, satisfaction or foreclosure of the Mortgage or the Borrower Collateral (as defined in the Loan Agreement) (a) with respect to Series 2000-1, (i) or the punctual payment and reimbursement acceptance of all Letter of Credit Obligations when due pursuant title to the Letter Premises or the Borrower Collateral by a deed in lieu of Credit Reimbursement Agreement foreclosure. In case any covenant and agreement made by Borrower under any Loan Documents has not been performed or any obligation under the Letter of CreditNote or other Loan Document shall not have been paid by Borrower when due, Guarantor will, not later than fifteen (ii15) payments days after written notice by Lender, perform the same and pay the same, to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of required hereunder. Overdue amounts hereunder shall bear interest at the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited Default Rate as defined in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementNote.

Guaranty. Subject Each of the Guarantors unconditionally and irrevocably, jointly and severally, guarantees to the terms and conditions of this GuarantyAgent, the Guarantor hereby unconditionally Issuing Lender, any Bank Product Provider and irrevocably guarantees the Lenders, and their respective successors, endorsers, transferees and assigns (collectivelythe “Guaranteed Persons”), the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all indebtedness, liabilities and other obligations (including the Obligations) of any Borrower to any Guaranteed Person, whether arising out of or in connection with this Agreement, any other Loan Document or otherwise, including all unpaid principal of the Loans, all L/C Obligations, all interest accrued thereon, all fees due under this Agreement and all other amounts payable by any Borrower to any Guaranteed Person thereunder or in connection therewith. The terms “Guaranty indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations (including the Obligations) of Borrowers shall hereinafter be collectively referred to as the “Guaranteed Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (; provided, that anything to the extent such difference exists because contrary contained in the foregoing notwithstanding, the Guaranteed Obligations of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing Guarantor shall exclude its Excluded Swap Obligations. The Guaranteed Obligations include interest which, but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any LoanProceeding, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments would have accrued on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Guaranteed Obligations, shall be made to the Letter of Credit Agent whether or not a claim is allowed against any Borrower for disbursement pro rata to the Letter of Credit Banks such interest in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementany such Insolvency Proceeding.

Guaranty. Subject to the terms and conditions of this Guaranty, the (a) Each Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement when due, whether at stated maturity, by acceleration or otherwise, of all Letter obligations of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund each other Loan Party now or to replenish the Reserve Account as provided hereafter existing under or in Section 5.8 respect of the Security Agreement Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the "Guaranteed Obligations"), and agrees to pay any and all expenses (Bincluding reasonable counsel fees and expenses) incurred by the amount Agent or the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of payments made the foregoing, each Guarantor's liability shall extend to BAFC under all amounts that constitute part of the Series 2000-1 VFC Certificate which Guaranteed Obligations and would be owed by any Loan Party to any Lender but for the fact that they are available solely unenforceable or not allowable due to make the existence of a bankruptcy, reorganization or similar proceeding involving such payments due under Loan Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Liquidity Agreement Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (providedas hereinafter defined), that the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent such difference exists because applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loanforegoing intention, the Guarantor shall not be required to make payments pursuant to this clause (iii) until Agent, the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee Lenders and the Collateral Agent owed by Guarantors hereby irrevocably agree that the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount obligations of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, at any time shall be made limited to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited maximum amount as will result in the Reserve Account for distribution in accordance with the Security Agreementobligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms "Bankruptcy Law" means any proceeding of the Security Agreement, type referred to in Section 6.1(f) and (ivg) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Credit Agreement and each Supplementor Title 11, (v) with respect to amounts due U.S. Code, or any similar foreign, federal or state law for the Trustee and the Collateral Agent for payment relief of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementdebtors.

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete, and irrevocably guarantees (collectivelyfull payment when due, and no matter how the “Guaranty same shall become due, of: all Obligations”) (a) with respect to Series 2000-1, (i) as defined in the punctual payment Term Loan Credit Agreement, including all principal of and reimbursement of all Letter of Credit Obligations when due pursuant to interest on the Letter of Credit Reimbursement Agreement Loans, and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided all other sums payable in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount connection therewith; all other sums payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement other Loan Documents, whether for principal, interest, fees or otherwise otherwise; and any and all other indebtedness, obligations or liabilities which may at any time be owed to any Lender Party, whether incurred heretofore or hereafter or concurrently herewith, under or pursuant to any of the Loan Documents, and including interest, reasonable attorneys’ fees and collection costs as may be provided by law or in any instrument or agreement evidencing any such indebtedness or liability. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and liabilities of the Borrower described above in this subsection (B) a), or below in the following subsection (b), which would be owed by the Borrower but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving the Borrower. Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete and full payment, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrower to such Lender Party under, by reason of, or pursuant to any of the Obligation Documents. If the Borrower shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, each Guarantor will, upon demand by the Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of the Lender Party to whom such Obligation is owed. If either the Borrower or any Guarantor fails to pay any Obligation as described in the immediately preceding subsections (a), (b), or (c), each Guarantor will incur the additional obligation to pay to the Administrative Agent, and each Guarantor will forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts or agents retained by the Administrative Agent, which the Administrative Agent may incur as a result of such failure. The liability of each Guarantor hereunder shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. The books and records of the Lender Parties showing the amount of any of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Obligations. Each Guarantor shall make all payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such payments due under the Liquidity Agreement deduction or withholding. If any such obligation (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event other than one arising with respect to taxes based on or measured by the income or profits of any Lender Party) is imposed upon such Obligor) Guarantor with respect to any Loanamount payable by it hereunder, such Guarantor will pay to the Guarantor Administrative Agent, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall not be required necessary to make payments pursuant enable each Lender Party to this clause (iii) until receive the Obligor fails to make same net amount that such payments Lender Party would have received on such Loan due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for a period of eight (8) days all taxes or more), (b) other charges deducted from or paid with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed payments made by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications Guarantor hereunder. The obligations of the Trustee Guarantors under this paragraph shall survive the payment in full of the Obligations and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuaranty.

Guaranty. Subject To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement), by and among the Guaranteed Party, Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”), and Rhombus Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Guaranteed Party with the Guaranteed Party surviving as a wholly owned subsidiary of Purchaser, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and subject to the conditions set forth herein, the due, complete, and punctual performance and discharge of (A) the payment obligations of Purchaser to the Guaranteed Party pursuant to Section 7.04(a) of the Agreement if, as and when due (the “Purchaser Fee Obligations”) and (B) the expense reimbursement and indemnification obligations of Purchaser to the Guaranteed Party pursuant to Section 7.04(d) and the final two sentences of Section 5.13(e) of the Agreement if, as and when due (the “Expense Obligations” and together with the Purchaser Fee Obligations, the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Guaranty exceed an aggregate amount equal to (x) Twenty-Nine Million Dollars ($29,000,000) plus (y) any Expense Obligations of Purchaser minus (z) any Guaranteed Obligations actually paid by Purchaser, Merger Sub or the Guarantor to the Guaranteed Party (such limitation on the aggregate liability of the Guarantor for its Guaranteed Obligations being herein referred to as the Guarantor’s “Cap”). The guarantee by the Guarantor of the Guaranteed Obligations under this Guaranty may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. If Purchaser fails to discharge any Guaranteed Obligations when due, then all such Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may, at any time and from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under applicable law to collect the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations, subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectivelyincluding, without limitation, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuarantor’s Cap.

Guaranty. Subject to the terms The Guarantors hereby jointly and conditions of this Guaranty, the Guarantor hereby severally unconditionally and irrevocably guarantees (collectivelyguarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the “Guaranty Obligations”) performance of, (a) with respect to Series 2000-1the Obligations, (i) the punctual payment whether now or hereafter existing and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees, expenses or otherwise, (b) all Obligations in respect of Swap Contracts owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement, herein called a “Guarantied Swap Contract”), (c) all obligations and liabilities of the Form of Guaranty Borrower or any other Loan Party owed to any Lender arising under or in connection with the Cash Management Obligations, (d) any and all out-of-pocket expenses (including, without limitation, expenses and counsel fees or otherwise and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (Be) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any all present and future amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligor) with respect any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Loan, Debtor Relief Laws (the Guarantor shall not be required to make payments pursuant to this clause items set forth in clauses (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or morea), (b) with respect to all Outstanding Series (including Series 2000-1), (ic), and (e) immediately above being herein referred to as the prompt “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and punctual the expiration of any applicable cure period in each case provided for in the Credit Agreement, other Loan Documents and Guarantied Swap Contracts (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein, in any other Loan Document or in any Guarantied Swap Contract to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all amounts due and owing other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers intercompany Debt to the Company and by the Company to the Trust Borrower to the extent the related Obligor has failed to pay that such amounts due and owing (or that Debt would be due discharged in an amount equal to the amount paid by such Guarantor hereunder) and owing but for (b) to the occurrence value as assets of an Insolvency Event with respect such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to such Obligor(i) for a period applicable requirements of eight (8) days or moreLaw, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and Section 10 hereof or (iii) that there will be a sufficient amount any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) Borrower of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor obligations arising under this Guaranty (i) with respect or other guaranties of the Obligations by such parties, be held or determined to Letter of Credit Obligationsbe void, shall be made invalid or unenforceable, or subordinated to the Letter claims of Credit any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent for disbursement pro rata or any other Person, be automatically limited and reduced to the Letter Form of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect Guaranty highest amount that is valid and enforceable and not subordinated to the Reserve Account, shall be deposited claims of other creditors as determined in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (such action or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementproceeding.

Guaranty. Subject (a) Each Guarantor hereby irrevocably, absolutely and unconditionally, and jointly and severally: (i) guarantees to the terms Purchasers and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees Collateral Agent (collectively, the “Guaranty ObligationsGuaranteed Parties”) the full and prompt payment, at any time and from time to time as and when due (a) whether at the stated maturity, by acceleration or otherwise), of all of the Obligations of the Borrower under the Note Purchase Agreement and the other Credit Documents, including all principal of and interest on the Notes, all fees, expenses, indemnities and other amounts payable by the Borrower under the Note Purchase Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Series 2000-1the Borrower seeking relief under any Insolvency Laws (as hereinafter defined), whether or not the claim for such interest is allowed in such proceeding), and all Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (i) all liabilities and obligations described in this Section 1(a)(i), collectively, the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, “Guaranteed Obligations”); (ii) payments agrees to fund or to replenish the Reserve Account as provided in Section 5.8 pay on demand all reasonable and documented out-of-pocket expenses of the Security Agreement Guaranteed Parties hereunder, including reasonable fees and (iii) the difference between disbursements of counsel in connection with (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalany amendments, interestsupplements, fees consents or otherwise waivers hereto and (B) the amount administration or enforcement of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause Guaranty; and (iii) until agrees to indemnify, defend and hold harmless each Guaranteed Party and their respective Related Parties from and against all damages, losses and other out-of-pocket costs and expenses of any kind or nature whatsoever pursuant to the Obligor fails to make such payments on such Loan for a period terms of eight (8) days or more), Section 9.2 of the Note Purchase Agreement. (b) with respect to all Outstanding Series (including Series 2000-1), Notwithstanding the provisions of Section 1(a) and notwithstanding any other provisions contained herein or in any other Credit Document: (i) no provision of this Guaranty shall require or permit the prompt and punctual payment collection from any Guarantor of all amounts due and owing interest in respect excess of Loans sold, transferred, assigned the maximum rate or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed amount that such Guarantor may be required or permitted to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect pursuant to such Obligor) for a period of eight (8) days or more, applicable law; and (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount liability of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter as of Credit Obligations, any date shall be made limited to a maximum aggregate amount (the “Maximum Guaranteed Amount”) equal to the Letter greatest amount that would not render such Guarantor’s obligations under this Guaranty subject to avoidance, discharge or reduction as of Credit Agent for disbursement pro rata such date as a fraudulent transfer or conveyance under applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws (collectively, “Insolvency Laws”), in each instance after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under applicable Insolvency Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Letter Borrower or any of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect its Affiliates to the Reserve Account, shall extent that such indebtedness would be deposited discharged in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect an amount equal to the Series 2000-1 VFC Certificateamount paid by such Guarantor hereunder, shall be deposited in and after giving effect as assets to the Cash Collateral Account value (as determined under applicable Insolvency Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (x) applicable law or (y) any agreement (including this Guaranty) providing for distribution in accordance with the terms an equitable allocation among such Guarantor and other Affiliates of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms Borrower of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due obligations arising under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause guaranties by such parties). (c) aboveThe Guarantors desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made hereunder on any date by a Guarantor (a “Funding Guarantor”) that exceeds its Fair Share (as hereinafter defined) as of such date, that Funding Guarantor shall be deposited entitled to a contribution from each of the other Guarantors in the Series 2002-1 Collection Subaccount amount of such other Guarantor’s Fair Share Shortfall (or applicable Series 2002-1 Currency Collection Subaccountas hereinafter defined) for distribution in accordance as of such date, with the Series 2002-1 Supplement, and result that all such contributions will cause each Guarantor’s Aggregate Payments (viiias hereinafter defined) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementequal its Fair Share as of such date.

Guaranty. Subject to the terms and conditions of this Guaranty, the The Guarantor hereby absolutely, unconditionally and irrevocably guarantees (collectivelyfor the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the “Guaranty Obligations”full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter the indebtedness, liabilities and other payment obligations of Credit Obligations when due each Designated Borrower (now existing or hereafter arising pursuant to Section 2.14 of the Letter of Credit Reimbursement Agreement Agreement) to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the Letter of Creditother Loan Documents, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 including all unpaid principal of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalLoans, interestall interest accrued thereon, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans soldthe L/C Obligations, transferredall fees due under the Credit Agreement and all other amounts payable by each Designated Borrower to the Guaranteed Parties thereunder, assigned in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether now existing or otherwise conveyed hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Laws, and including interest that accrues after the commencement by or against any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Sellers to the Company Guarantor in connection with this Guaranty (including any and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsSection 12), shall hereinafter be made collectively referred to as the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement“Guaranteed Obligations.”

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1Guarantors jointly and severally irrevocably and unconditionally guaranty, (i) as primary obligors and not merely as sureties, the due and punctual payment and reimbursement in full of all Letter of Credit Guarantied Obligations (as hereinafter defined) when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Creditsame shall become due, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalat stated maturity, interestby acceleration, fees demand or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any including amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligorthe automatic stay under Section 362(a) with respect to of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period and all Obligations of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the all obligations of Company to the Trust to the extent the related Obligor has failed to pay such amounts or any Subsidiary under Lender Swap Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreementdue, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC however arising under or in connection with the termination Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a Hedge Agreement entered into portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by BLFC operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and (dGuarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) with respect is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to Series 2003-the other provisions of this Section 1, upon the prompt failure of Company to pay any of the Guarantied Obligations when and punctual payment as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsBeneficiaries, shall be made an amount equal to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms aggregate of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementunpaid Guarantied Obligations.

Guaranty. Subject The undersigned (“Guarantor”) hereby absolutely, irrevocably and unconditionally guaranties (as primary obligor and not merely as surety) to the terms Seller (as defined below) under that certain Promissory Note dated as of August 3, 2010, in the principal amount of Three Million Three Hundred Thirty Five Thousand Seven Hundred Ninety Seven and conditions 26/100 Dollars ($3,335,797.26) (the “Note”) by VERTICAL V, INC., a Delaware corporation (“Buyer”) to the order of this Guaranty▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the Guarantor hereby unconditionally ▇▇., an individual, and irrevocably guarantees ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., AS TRUSTEE OF THE ▇▇▇▇▇ FAMILY TRUST U/T/A DATED AUGUST 20, 2001 (collectively, together with any subsequent holder hereof, “Seller”), the “Guaranty Obligations”full and prompt payment (whether at stated maturity, by acceleration, or otherwise) and performance of any and all indebtedness of Buyer to Seller, whether now existing or hereafter incurred, under the Note, including, without limitation, (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, reasonable attorneys’ fees, liabilities for costs and expenses and indemnifications other indebtedness, obligations and liabilities of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee Buyer to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC Seller at any time created or arising in connection with the termination of a Hedge Agreement entered into by BLFC Note or any amendment, extension, renewal, or modification thereto or substitution therefor; and (db) with respect all costs, expenses and fees, including but not limited to Series 2003court costs and reasonable attorneys’ fees and paralegal fees, arising in connection with, or as a consequence of the non-1payment, the prompt and punctual payment non-performance or non-observance by Buyer or Guarantor of all amounts due amounts, indebtedness, obligations and owing by BFE liabilities of Buyer to Seller described in connection with this paragraph. Capitalized terms used and not defined herein shall have the termination meanings ascribed thereto in the Note. Guarantor agrees that the obligations hereunder are independent of and in addition to the undertakings of Buyer pursuant to the Note. A separate action may be brought to enforce the provisions hereof against Guarantor, whether or not Buyer, or any other guarantor, is a Hedge Agreement entered into by BFEparty in any such action. Buyer and/or Guarantor and/or any other guarantor may be sued together, or any of them may be sued separately without first or contemporaneously suing the other. All payments by the Guarantor notices under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, writing and shall be deposited deemed to have been given within three (3) days of the date placed in the Reserve Account U.S. Mail if mailed by U.S. Mail, certified or registered, postage prepaid, or on the same day sent by telecopy provided such is sent on a business day and the Seller has received confirmation of the delivery of such telecopy, or one (1) business day after being entrusted for distribution delivery with a reputable overnight courier service, and addressed to Guarantor as set forth below its signature to this Guaranty. Guarantor may change the address to which notices shall be directed by giving three (3) business days written notice of such change to Seller. This Guaranty shall be governed by and construed in accordance with the Security Agreementlaws of the State of California, (iii) with respect without regard to the Series 2000-1 VFC Certificate, principles of conflicts of law. Jurisdiction and venue for any proceeding regarding this Guaranty shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security AgreementSan Francisco County, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementCalifornia.

Guaranty. Subject to the terms and conditions of this Guaranty, the The Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) irrevocably, absolutely and unconditionally guarantees the punctual payment by the Borrower, as and reimbursement when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Letter of Credit Obligations when due pursuant from time to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided time owing in Section 5.8 respect of the Security Financing Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement or any other Loan Document, whether for principal, interestinterest (including, fees or otherwise and (B) without limitation, all interest that accrues after the amount commencement of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or moreInsolvency Proceeding), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the Letter commencement of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) any Insolvency Proceeding with respect to the Reserve AccountBorrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the "Guaranteed Obligations") and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, Lenders and the L/C Issuer in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be deposited in owed by the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect Borrower to the Series 2000-1 VFC CertificateAgents, shall be deposited in the Cash Collateral Account Lenders and the L/C Issuer under any Loan Document but for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made fact that they are unenforceable or not allowable due to the Trustee for deposit in the Collection Account for distribution in accordance with the terms existence of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementan Insolvency Proceeding involving any Loan Party.

Guaranty. Subject (a) The Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees (A) the prompt payment by the Borrower, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Financing Agreement or any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the terms Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and conditions whether accruing before or subsequent to the commencement of this Guarantyany Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the Guarantor hereby unconditionally due performance and irrevocably guarantees observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents, and (B) the full and completion performance by Imperial Premium Finance, LLC of all of its obligations and duties under the Initial Servicing Agreement (collectively, the “Guaranty Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (aincluding reasonable counsel fees and expenses) incurred by the Agents and the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to Series 2000-1any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Letter Equity Interests of Credit Reimbursement Agreement the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the Letter benefit of Creditthe Agents and Lenders, and (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between Guarantor shall have (A) full liability and responsibility for the amount payable Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the Administrative Agent part of the Guarantor or any Non-Corporate Trustee that impairs the Agents’ and the Liquidity Banks Lenders’ ability to be repaid under the Liquidity Agreement whether for principalLoan Documents occurs, interestor (y) the Guarantor or any Non-Corporate Trustee authorizes, fees approves, participates in or otherwise assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the amount Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account or (ii) inadvertently deposited into an account of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make Originator or any Affiliate and promptly removed from such payments due under account and deposited into the Liquidity Agreement (Collection Account); provided, that to in the extent case of this clause (B)(x), such difference exists because liability and responsibility of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account, or (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (iy) the prompt and punctual payment Borrower, Guarantor and/or an agent of all amounts due and owing in respect of Loans sold, transferred, assigned Imperial and/or its Subsidiaries or otherwise conveyed any Person appointed by the Sellers Borrower to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications perform any duties on behalf of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC Borrower in connection with the termination Collateral Value Policy or the Contingent Collateral Value Policy shall refer any claim to the Collateral Value Insurer or the Contingent Collateral Value Insurer knowing the same to be fraudulent; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Hedge Agreement entered into by BLFC Covered Policy (as defined in the Collateral Value Policy or the Contingent Collateral Value Policy) and (d) with respect to Series 2003any Non-1Corporate Trustee, the prompt and punctual payment Guarantor and/or an employee of all amounts due and owing by BFE in connection with Imperial and/or its Subsidiaries (collectively, the termination “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a Hedge Agreement entered into by BFE. All payments by designee of the Guarantor under this Guaranty (iCollateral Value Insurer or of the Contingent Collateral Value Insurer) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreementprovisions of the Collateral Value Policy or the Contingent Collateral Value Policy; provided, that in the case of this clause (iii) with respect B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the Series 2000-1 VFC Certificateapplicable Coverage Certificate related to such Covered Policy; provided further, shall be deposited and for greater clarity, in the Cash Collateral Account for distribution in accordance with the terms case of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under this clause (b)(iii) aboveB)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall be deposited not result in liability or responsibility hereunder for the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause Guarantor. (c) aboveNothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, shall be deposited in powers and privileges of any Agent against the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with Guarantor under any other Loan Document to which the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuarantor is a party.

Guaranty. Subject to the terms Section 10.14 hereof, each Loan Guarantor (other than those that have delivered a separate Guarantee) hereby agrees that it is jointly and conditions of this Guarantyseverally liable for, the Guarantor hereby and, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and the Letter of Creditat all times thereafter, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (iiiincluding allocated costs of in-house counsel and paralegals) the difference between (A) the amount payable to and expenses paid or incurred by the Administrative Agent and the Liquidity Banks Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. Subject to Section 10.14 hereof, the Borrower irrevocably and unconditionally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent and the Lenders immediately on demand against any cost, loss or liability they incur as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Article X on the Liquidity Agreement whether for principal, interest, fees or otherwise and date when it would have been due (B) but so that the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed payable by the Sellers to Borrower under this indemnity will not exceed the Company and by the Company to the Trust to the extent the related Obligor has failed amount it would have had to pay such amounts due and owing (or that would be due and owing but for under this Article X if the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to amount claimed had been recoverable on the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination basis of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuarantee).

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees (collectivelyguarantees, the “Guaranty Obligations”) (a) with respect as a primary obligor and not as a surety to Series 2000-1each Secured Party and their respective permitted successors and assigns, (i) the punctual payment and reimbursement in cash when due, without any demand or notice whatsoever, whether at stated maturity, by acceleration or otherwise, of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks Borrowers now or hereafter existing under the Liquidity Agreement any Loan Document, whether for principal, interestinterest (including, fees without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (providedobligations, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paidpaid by the Borrowers, being the “Guaranteed Obligations”), and agrees to pay any and all feesexpenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, expenses and indemnifications by acceleration or otherwise) any of the Trustee and Guaranteed Obligations, the Collateral Agent owed by Guarantors will promptly pay the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreementsame in cash, without any demand or notice whatsoever, and (iii) that there in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be a sufficient amount of each applicable Approved Currency available promptly paid in each Series Collection Subaccount full when due (and each Series Currency Collection Sub-subaccountwhether at extended maturity, by acceleration or otherwise) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of such extension or renewal. Without limiting the Security Agreementgenerality of the foregoing, (iv) with respect each Guarantor’s liability shall extend to Loans, shall all amounts that constitute part of the Guaranteed Obligations and would be made owed by the Borrowers to the Trustee Secured Parties under any Loan Document but for deposit in the Collection Account for distribution in accordance with fact that they are unenforceable or not allowable due to the terms existence of an Insolvency Proceeding involving any Borrower. Notwithstanding any of the Pooling Agreement and each Supplementforegoing, (v) with respect to amounts due Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the Trustee and obligation of any Guarantor hereunder exceed the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due maximum amount such Guarantor could guarantee under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementany Debtor Relief Law.

Guaranty. (a) The Guarantor irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of the Co-Borrower and all payment obligations of the Co-Borrower or the applicable Subsidiary of the Guarantor under Related Credit Arrangements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Related Credit Arrangements, and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of the Co-Borrower or such Subsidiary of the Guarantor or from time to time renew them after they have been satisfied. The Guarantor acknowledges that a portion of the Loans made to the Co-Borrower may be advanced for its benefit, that Letters of Credit issued to the Co-Borrower may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Co-Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of the Guarantor and the Administrative Agent that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve the Co-Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by the Co-Borrower, the obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any of the Lender Group as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the terms and conditions other provisions of this GuarantySection 1, upon the failure of the Co-Borrower to pay any of the Guarantied Obligations when and as the same shall become due, the Guarantor hereby unconditionally and irrevocably guarantees (collectivelywill upon demand pay, the “Guaranty Obligations”) (a) with respect or cause to Series 2000-1be paid, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Creditin cash, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and for the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because ratable benefit of the failure of Lender Group, an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect amount equal to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementhave become due.

Guaranty. Subject to the terms and conditions of this Guaranty, the The Guarantor hereby irrevocably and unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment when due, in lawful money of the United States of America, whether at stated maturity, by acceleration or otherwise, of the Loans and reimbursement of all Letter of Credit other Obligations when due pursuant owing by the Borrower to the Letter Lenders, the Administrative Agent, or any of them, under the Credit Reimbursement Agreement Agreement, the Notes, and the Letter of Creditother Credit Documents, (ii) payments to fund including all renewals, extensions, modifications and refinancings thereof, now or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement hereafter owing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or otherwise and the Administrative Agent in enforcing any rights under this Guaranty (B) collectively, the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided“Guaranteed Obligations”), that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing including without limitation, all interest which, but for the occurrence filing of an Insolvency Event with respect to such Obligor) with respect to a petition in bankruptcy, would accrue on any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications principal portion of the Trustee Guaranteed Obligations. Any and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, hereunder shall be made free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any taxes (excluding taxes imposed on overall net income of the Guaranteed Party and the other taxes excluded pursuant to Section 3.3(a)(i)-(v) of the Credit Agreement to the Letter of Credit Agent for disbursement pro rata same extent as excluded pursuant to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment SharesAgreement), (ii) the full amount that it would otherwise be entitled to receive with respect to the Reserve Account, shall be deposited Guaranteed Obligations (but without duplication of amounts for taxes already included in the Reserve Account for distribution in accordance with the Security AgreementGuaranteed Obligations). The Guarantor acknowledges and agrees that this is a guarantee of payment when due, (iii) with respect and not of collection, and that this Guaranty may be enforced up to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms full amount of the Security AgreementGuaranteed Obligations without proceeding against the Borrower, (iv) with respect to Loansagainst any security for the Guaranteed Obligations, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms or under any other guaranty covering any portion of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuaranteed Obligations.

Guaranty. Subject Except for any release of any Guarantor pursuant to Section 9.10 of the terms Credit Agreement, each Guarantor hereby absolutely, irrevocably and conditions unconditionally guarantees, as a guaranty of this Guarantypayment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, the Obligations (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent, the Lenders and/or the L/C Issuers in connection with the collection or enforcement thereof in accordance with Section 10.04 of the Credit Agreement), and whether recovery upon such Obligations may be or hereafter becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor hereby unconditionally or any Borrower under the Bankruptcy Code (Title 11, United States Code), any Canadian Insolvency Law, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and irrevocably guarantees affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against such Borrower of any proceeding under any Debtor Relief Laws, but excluding any Excluded Swap Obligations (collectively, the “Guaranty Guaranteed Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment ). The Administrative Agent’s books and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) records showing the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the Liquidity Agreement (provided, that to purpose of establishing the extent such difference exists because amount of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor Guaranteed Obligations absent manifest error. This Guaranty shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed affected by the Sellers genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Company and by the Company Guaranteed Obligations which might otherwise constitute a defense to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination obligations of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty Guaranty, 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 foregoing. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder (iother than any Guarantor which is incorporated under the laws of Canada or any province or territory thereof) with respect to Letter of Credit Obligations, at any time shall be made limited to an aggregate amount equal to the Letter of Credit Agent for disbursement pro rata largest amount that would not render its obligations hereunder subject to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms avoidance as a fraudulent transfer or conveyance under Section 548 of the Security AgreementBankruptcy Code (Title 11, (ivUnited States Code) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms or any comparable provisions of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (any similar federal or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementstate law.

Guaranty. Subject (a) The Guarantor hereby irrevocably, absolutely and unconditionally: (i) guarantees (a) to the terms Lenders and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees Administrative Agent (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i"Guaranteed Parties") the punctual payment full and reimbursement prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all Letter Obligations of the Borrower under the Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter other Credit Documents, including, without limitation, all principal of Credit, (ii) payments to fund or to replenish and interest on the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paidLoans, all fees, expenses expenses, indemnities and indemnifications of the Trustee and the Collateral Agent owed other amounts payable by the Company Borrower under the Pooling Credit Agreement and or any other Credit Document (including interest accruing after the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination filing of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination petition or commencement of a Hedge Agreement entered into case by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) or with respect to the Reserve AccountBorrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, shall be deposited reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws (collectively, "Insolvency Laws"), whether or not the claim for such interest is allowed in such proceeding), and all Obligations that, but for the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms operation of the Security Agreement, (ivautomatic stay under Section 362(a) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each SupplementBankruptcy Code, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplementwould become due, and (viiib) to each applicable Lender in its capacity as a counterparty to any Hedge Agreement with respect the Borrower required or permitted under the Credit Agreement, all obligations of the Borrower under such Hedge Agreement, in each case under (a) and (b) whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all liabilities and obligations described in this clause (i), collectively, the "Guaranteed Obligations"); and (ii) agrees to pay or reimburse upon demand all reasonable and documented costs and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses) incurred or paid by (y) any Guaranteed Party in connection with any suit, action or proceeding to enforce or protect any rights of the Guaranteed Parties hereunder and (z) the Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto, and to indemnify and hold each Guaranteed Party and its directors, officers, employees, agents and Affiliates harmless from and against any and all claims, losses, damages, obligations, liabilities, penalties, costs and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses) of any kind or nature whatsoever, whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such indemnified party as a result of, arising from or in any way relating to this Guaranty or the collection or enforcement of the Guaranteed Obligations; PROVIDED, HOWEVER, that no indemnified party shall have the right to be indemnified hereunder for any such claims, losses, costs and expenses to the amounts due under extent resulting from the gross negligence or willful misconduct of such indemnified party (all liabilities and obligations described in this clause (d) aboveii), shall be deposited in collectively, the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance "Other Obligations"; and the Other Obligations, together with the Series 2003-1 SupplementGuaranteed Obligations, the "Total Obligations"). (b) The guaranty of the Guarantor set forth in this Section is a guaranty of payment as a primary obligor, and not a guaranty of collection.

Guaranty. Subject to Each Guarantor hereby, jointly and severally, with the terms other Guarantors, absolutely and conditions unconditionally guarantees, as a guaranty of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Letter of “Obligations” (as such term is defined in the Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (iiAgreement) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees premiums, fees, indemnities, damages, costs, expenses or otherwise otherwise, of the Borrower to the Administrative Agent and (B) the amount of payments made to BAFC any other Secured Party arising under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Credit Agreement, any other Loan Documents, any Secured Hedge Agreement, any Secured Cash Management Agreement (providedand any instruments, that to the extent such difference exists because agreements or other documents of the failure of an Obligor to promptly pay any amounts due and owing (kind or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days nature now or more), (b) with respect to all Outstanding Series hereafter executed in connection therewith (including Series 2000all renewals, extensions, amendments, refinancings, restatements and other modifications thereof and all out-1)of-pocket costs, (i) the prompt attorneys’ fees and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed expenses incurred by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (Administrative Agent or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC any other Secured Party in connection with the termination collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or the Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of a Hedge Agreement entered into by BLFC and any proceeding under any Debtor Relief Laws (d) with respect to Series 2003-1collectively, the prompt “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. The books and punctual payment records of all amounts due the Administrative Agent and, in the absence of manifest error, the books and owing by BFE records of each Secured Party showing the amount of the Guaranteed Obligations shall be admissible in connection with evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the termination purpose of a Hedge Agreement entered into by BFEestablishing the amount of the Guaranteed Obligations. All payments This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty (i) with respect Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to Letter any or all of Credit Obligationsthe foregoing. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall be made limited to an aggregate amount equal to the Letter of Credit Agent for disbursement pro rata largest amount that would not render its obligations hereunder subject to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms avoidance as a fraudulent transfer or conveyance under Section 548 of the Security AgreementBankruptcy Code (Title 11, (ivUnited States Code) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms or any comparable provisions of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (any similar federal or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementstate law.

Guaranty. Subject to the terms Guarantors jointly and conditions of this Guarantyseverally irrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the Guarantor hereby unconditionally due and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement in full of all Letter of Credit Guarantied Obligations (as hereinafter defined) when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Creditsame shall become due, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalat stated maturity, interestby acceleration, fees demand or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any including amounts due and owing (or that would be become due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications operation of the Trustee automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of the Collateral Agent owed by the Company Loan Parties including all obligations of any Loan Party under the Pooling Agreement Secured Hedge Agreements and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementSecured Cash Management Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC however arising under or in connection with the termination Credit Agreement, the Secured Hedge Agreements, the Secured Cash Management Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of the Loan Parties or from time to time renew them after they have been satisfied; provided that the “Guarantied Obligations” of each Guarantor (other than the Borrower) shall excluded any Excluded Swap Obligations. Each Guarantor acknowledges that a Hedge Agreement entered into portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by BLFC operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and (dGuarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Borrower, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) with respect is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to Series 2003-the other provisions of this Section 1, upon the prompt failure of Borrower to pay any of the Guarantied Obligations when and punctual payment as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsBeneficiaries, shall be made an amount equal to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms aggregate of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementunpaid Guarantied Obligations.

Guaranty. Subject to the terms and conditions of this Guaranty, the (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (collectively, the “Guaranty Guaranteed Obligations”) (a) with respect to Series 2000-1); provided, (i) however, that as used herein “Guaranteed Obligations” shall not include the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to Excluded Swap Obligations. Without limiting the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 generality of the Security Agreement foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and (iii) would be owed by the difference between (A) the amount payable Borrower or any Credit Party to the Administrative Agent and Agent, the Liquidity Banks Issuing Lender or any Lender under the Liquidity Agreement whether Credit Documents and by the Borrower or any Credit Party to the Swap Counterparty, Banking Services Provider, or any other Secured Party but for principalthe fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, interestreorganization or similar proceeding involving the Borrower or any Credit Party. Notwithstanding the foregoing, fees or otherwise the Guaranteed Obligations of any Guarantor shall not include the Excluded Swap Obligations of such Guarantor. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (Bthe “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of payments made such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to BAFC under a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the Series 2000-1 VFC Certificate which are available solely to make rights of such payments due under the Liquidity Agreement (provided, that Funding Guarantor to the extent of such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, payment. (c) with respect Anything contained in this Guaranty to Series 2002-1the contrary notwithstanding, the prompt and punctual payment obligations of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the each Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, on any date shall be made limited to a maximum aggregate amount equal to the Letter largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Credit Agent for disbursement pro rata the Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the Letter extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of Credit Banks a court of competent jurisdiction to be applicable to such obligations as of such date, in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.case:

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to Series 2000-1each Lender Party the prompt, complete, and full payment when due, and no matter how the same shall become due, of: (i) all Obligations, as defined in the punctual payment Credit Agreement, including all principal of, all interest on, and reimbursement all other sums payable in connection therewith; and (ii) all the LC Obligations, including all obligations of all Letter the Borrower to make reimbursements and other payments to the LC Issuer and to the Lenders in respect of Letters of Credit Obligations when due issued pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and Agreement; (iii) all the difference between (A) Swingline Loans, including all obligations of the amount payable Borrower to make reimbursements and other payments to the Administrative Agent and Swingline Lender in respect of Swingline Loans issued pursuant to the Liquidity Banks Credit Agreement; (iv) all other sums payable under the Liquidity Agreement other Loan Documents, whether for principal, interest, fees or otherwise otherwise; and (v) any and (B) the amount of payments made all other indebtedness, obligations or liabilities which may at any time be owed to BAFC any Lender Party, whether incurred heretofore or hereafter or concurrently herewith, under the Series 2000-1 VFC Certificate which are available solely or pursuant to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because any of the failure Loan Documents, and including interest, reasonable attorneys’ fees and collection costs as may be provided by law or in any instrument or agreement evidencing any such indebtedness or liability. Without limiting the generality of an Obligor the foregoing, the liability hereunder of each of the undersigned shall extend to promptly pay any amounts due and owing include all post-petition interest, expenses, and other duties and liabilities of the Borrower described above in this subsection (a), or that below in the following subsection (b), which would be due and owing owed by the Borrower but for the occurrence fact that they are unenforceable or not allowable due to the existence of an Insolvency Event with respect a bankruptcy, reorganization, or similar proceeding involving the Borrower. (b) The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete and full payment, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrower to such Obligor) with respect Lender Party under, by reason of, or pursuant to any Loanof the Obligation Documents. (c) If the Borrower shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the Guarantor shall not be required exercise of any power to make payments pursuant accelerate, or otherwise, each of the undersigned will, upon demand by the Administrative Agent, pay such Obligation in full to this clause the Administrative Agent for the benefit of the Lender Party to whom such Obligation is owed. (iiid) until If either the Obligor fails Borrower or any of the undersigned fail to make such payments on such Loan for a period of eight pay any Obligation as described in the immediately preceding subsections (8) days or morea), (b) with respect to all Outstanding Series (including Series 2000-1), or (i) c), each of the prompt undersigned will incur the additional obligation to pay to the Administrative Agent, and punctual payment each of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed the undersigned will forthwith upon demand by the Sellers Administrative Agent pay to the Company Administrative Agent, the amount of any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts or agents retained by the Company Administrative Agent, which the Administrative Agent may incur as a result of such failure. (e) As between the undersigned and each Lender Party, this Guaranty shall be considered a primary and liquidated liability of each Guarantor. (f) The liability of each of the undersigned hereunder shall be limited to the Trust maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to such Person, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. (g) The books and records of the extent Lender Parties showing the related Obligor has failed to pay such amounts due amount of any of the Obligations shall be admissible in evidence in any action or proceeding, and owing (or that would shall be due binding upon the Guarantors and owing but conclusive for the occurrence purpose of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to establishing the extent not timely paid, all fees, expenses and indemnifications amount of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Subsidiary Guarantor hereby unconditionally jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent for the benefit of the Guaranteed Parties the payment and performance in full of the Liquidity Banks under Guaranteed Liabilities (as defined below). For all purposes of this Agreement, “Guaranteed Liabilities” means: (a) each Borrower’s prompt payment in full, when due or declared due, of all Obligations and all other amounts pursuant to the Liquidity Agreement whether for terms of the Credit Agreement, the Notes and all other Credit Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from such Borrower to any one or more of the Guaranteed Parties, including, without limitation, principal, interest, premiums and fees (including, without limitation, loan fees and attorneys’ fees and expenses that are required to be paid or otherwise reimbursed by any Borrower thereunder); and (Bb) the amount each Borrower’s prompt, full and faithful performance, observance and discharge of payments made each and every agreement, undertaking, covenant and provision to BAFC be performed, observed or discharged by such Borrower under the Series 2000-1 VFC Certificate which are available solely to make such payments due under Credit Agreement, the Liquidity Agreement (provided, that Notes and all other Credit Documents. The Subsidiary Guarantors’ obligations to the extent such difference exists because of Guaranteed Parties under this Agreement are hereinafter collectively referred to as the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event “Subsidiary Guarantors’ Obligations” and, with respect to such Obligor) each Subsidiary Guarantor individually, the “Subsidiary Guarantor’s Obligations.” Notwithstanding the foregoing, the liability of each Subsidiary Guarantor individually with respect to any Loan, the Guarantor its Subsidiary Guarantor’s Obligations shall not be required limited to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers an aggregate amount equal to the Company 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 applicable state law. Each Subsidiary Guarantor agrees that it is jointly and by the Company severally, directly and primarily liable (subject to the Trust to limitation in the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccountimmediately preceding sentence) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuaranteed Liabilities.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (collectivelyto the Bank, and its successors, endorsees, transferees and assigns, the “Guaranty Obligations”full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement performance of all Letter indebtedness, liabilities and other obligations of Credit Obligations when due pursuant the Borrower to the Letter Bank, whether created under, arising out of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1Credit Agreement, the prompt Note or any of the other Loan Documents, including all unpaid principal of the Advances, all interest accrued thereon, all fees due under the Credit Agreement and punctual payment all other amounts payable by the Borrower to the Bank thereunder or in connection therewith; provided, however, that Guarantor’s maximum liability hereunder shall be limited to $25,000,000. The terms “indebtedness”, “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the United States Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all amounts due other indebtedness, liabilities and owing obligations to be paid or performed by BFE Guarantor in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsGuaranty, shall hereinafter be made collectively referred to as the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement“Guaranteed Obligations.”

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) irrevocably: (a) with respect to Series 2000-1, guarantees (i) the full and punctual payment and reimbursement when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund now or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks hereafter existing under the Liquidity Agreement Second Lien Note and each other Second Lien Loan Document to which any Obligor is or may become a party, whether for principal, interest, fees fees, expenses or otherwise otherwise, and (Bii) the amount all renewals, rearrangements, increases, extensions for any period, substitutions, modification, amendments or supplements in whole or in part of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because any of the failure of an Obligor to promptly pay any above Second Lien Loan Documents or Obligations, (in each case including all such amounts which would become due and owing (or that would be due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligorthe automatic stay under Section 362(a) with respect to any Loanof the United States Bankruptcy Code, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more11 U.S.C. § 362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. § 502(b) and § 506(b)); and (b) with respect to indemnifies and holds harmless the Lender for any and all Outstanding Series costs and expenses (including Series 2000-1reasonable attorney’s fees and expenses) incurred by the Lender in enforcing any rights under this Guaranty, except for costs and expenses resulting from the Lender’s gross negligence or willful misconduct (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE LENDER BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans soldREGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, transferredACTIVE OR PASSIVE, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or IMPUTED, JOINT OR TECHNICAL); provided, however, that would each Guarantor shall be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor liable under this Guaranty for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (iisuch highest amount determined hereunder being Guarantor’s “Maximum Liability”). This Section 2.1(b) with respect to the Reserve AccountMaximum Liability of each Guarantor is intended solely to preserve the rights of the Lender hereunder to the maximum extent not subject to avoidance under applicable law, and none of the Guarantors nor any other Person or entity shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iiihave any right or claim under this Section 2.1(b) with respect to the Series 2000-1 VFC CertificateMaximum Liability, except to the extent necessary so that the obligations of such Guarantor hereunder shall not be deposited rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed such Guarantor’s Maximum Liability without impairing this Guaranty or affecting the rights and remedies of the Lender hereunder. This Guaranty constitutes a guaranty of payment when due and not of collection, and each Guarantor specifically agrees that it shall not be necessary or required that the Lender exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of such Guarantor hereunder. All payments hereunder are to be made in the Cash Collateral Account for distribution currency in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts which they are due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementSecond Lien Note.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor The Borrower hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement when due, whether at stated maturity, by acceleration or otherwise, of all Letter obligations of Credit Obligations when due pursuant the Subsidiary Borrowers and the LC Subsidiaries now or hereafter existing under this Agreement with respect to the Letter of Credit Reimbursement Agreement Liabilities and Credit Extensions issued for the Letter account of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 any of the Security Agreement Subsidiary Borrowers and (iii) the difference between (A) the amount payable to the Administrative Agent LC Subsidiaries, including any extensions, modifications, substitutions, amendments and the Liquidity Banks under the Liquidity Agreement renewals thereof, whether for principalrepayment or reimbursement obligations, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of or otherwise (such obligations being the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement“Subsidiary Obligations”), and agrees to pay any and all expenses (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (including reasonable counsel fees and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks expenses in accordance with their respective Letter of Credit Commitment Shares, (iiSection 10.04) incurred by the Swing Line Lenders or the Lenders in enforcing any rights hereunder with respect to the Reserve AccountSubsidiary Obligations. Without limiting the generality of the foregoing, the Borrower’s liability shall extend to all amounts which constitute part of the Subsidiary Obligations and would be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect owed by any Subsidiary Borrower or LC Subsidiary to the Series 2000-1 VFC CertificateSwing Line Lenders, shall be deposited in the Cash Collateral Account Issuing Banks or the Lenders hereunder, or under the Credit Extensions issued for distribution in accordance with the terms account of a Subsidiary Borrower or LC Subsidiary, but for the Security Agreement, (iv) with respect to Loans, shall be made fact that they are unenforceable or not allowable due to the Trustee for deposit in the Collection Account for distribution in accordance with the terms existence of the Pooling Agreement and each Supplementa bankruptcy, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (reorganization or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (similar proceeding involving such Subsidiary Borrower or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementLC Subsidiary.

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees (collectivelyguarantees, the “Guaranty Obligations”) (a) with respect as a primary obligor and not as a surety to Series 2000-1each Secured Party and their respective permitted successors and assigns, (i) the punctual payment and reimbursement in cash when due, without any demand or notice whatsoever, whether at stated maturity, by acceleration or otherwise, of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks Borrowers now or hereafter existing under the Liquidity Agreement any Loan Document, whether for principal, interestinterest (including all interest that accrues after the commencement of any Insolvency Proceeding of any Borrower or any other Loan Party, fees whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (providedobligations, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paidpaid by the Borrowers, being the “Guaranteed Obligations”), and agrees to pay any and all feesexpenses (including reasonable and documented counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantors shall fail to pay in full when due (whether at stated maturity, expenses and indemnifications by acceleration or otherwise) any of the Trustee and Guaranteed Obligations, the Collateral Agent owed by Guarantors will promptly pay the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreementsame in cash, without any demand or notice whatsoever, and (iii) that there in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be a sufficient amount of each applicable Approved Currency available promptly paid in each Series Collection Subaccount full when due (and each Series Currency Collection Sub-subaccountwhether at extended maturity, by acceleration or otherwise) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of such extension or renewal. Without limiting the Security Agreementgenerality of the foregoing, (iv) with respect each Guarantor’s liability shall extend to Loans, shall all amounts that constitute part of the Guaranteed Obligations and would be made owed by the Borrowers to the Trustee Secured Parties under any Loan Document but for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts fact that they are unenforceable or not allowable due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and existence of an Insolvency Proceeding involving any Borrower or any other Loan Party. In no event shall the Collateral Agent at their Notice Address, (vi) with respect to obligation of any Guarantor hereunder exceed the amounts due maximum amount such Guarantor could guarantee under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementany Debtor Relief Law.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect Each US Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to Series 2000the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the US Secured Obligations and all reasonable, documented out-1of-pocket costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (iincluding allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the punctual payment Administrative Agent, the Issuing Bank and reimbursement the Lenders in endeavoring to collect all or any part of the US Secured Obligations from, or in prosecuting any action against, the US Borrower, any US Loan Guarantor or any other guarantor of all Letter or any part of Credit the US Secured Obligations when due pursuant (such costs and expenses, together with the US Secured Obligations, collectively the “US Guaranteed Obligations”). Each US Loan Guarantor further agrees that the US Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the US Guaranteed Obligations. (b) Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Letter of Credit Reimbursement Agreement Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and the Letter of Creditat all times thereafter, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement Netherlands Secured Obligations and all reasonable, documented out-of-pocket costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (iiiincluding allocated costs of in-house counsel and paralegals) the difference between (A) the amount payable to and expenses paid or incurred by the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees Lenders in endeavoring to collect all or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because any part of the failure Netherlands Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of an Obligor to promptly pay all or any amounts due part of the Netherlands Secured Obligations (such costs and owing (or that would be due expenses, together with the Netherlands Secured Obligations, collectively the “Netherlands Guaranteed Obligations” and owing but for together with the occurrence of an Insolvency Event with respect to such Obligor) with respect to any LoanUS Guaranteed Obligations, the “Guaranteed Obligations”). Each Loan Guarantor shall not further agrees that the Netherlands Guaranteed Obligations may be required extended or renewed in whole or in part without notice to make payments pursuant or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to this clause (iii) until the Obligor fails to make such payments and may be enforced by or on such Loan for a period behalf of eight (8) days any domestic or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment foreign branch or Affiliate of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or any Lender that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications extended any portion of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Netherlands Guaranteed Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.

Guaranty. Subject Guarantor unconditionally, absolutely and irrevocably guarantees the punctual and complete payment and/or performance and/or completion when due of all obligations of the Tenant pursuant to the Operator Lease, including but not limited to the payment when due of all Monetary Obligations, including, without limitation, Rental, taxes, insurance premiums, impounds, reimbursements, late charges, default interest, damages, indemnity obligations and all other amounts, costs, fees, expenses and charges of any kind or type whatsoever, which may or at any time be due to Landlord under or pursuant to the documents listed on Schedule I attached hereto (collectively, the “Documents”) and the completion of all construction and alterations now being performed or to be performed and completed in the future in accordance with the Operator Lease. Guarantor also unconditionally guarantees the satisfaction of all conditions by Tenant and the full and timely performance of all obligations to be performed by Tenant, under or pursuant to the Documents. [FOR TRANSACTIONS INVOLVING CONSTRUCTION: In addition, Guarantor hereby unconditionally guarantees to and for the benefit of Landlord the full, prompt and complete performance by Tenant of all the terms and provisions of the Construction and Disbursement Agreement dated as of the date of this Guaranty (the “Disbursement Agreement”) pertaining to Tenant’s obligations with respect to the design, permitting, installation, construction and completion of the construction of the Improvements. Without limiting the generality of the foregoing, Guarantor guarantees that, subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) Disbursement Agreement: (a) the Improvements will be constructed, installed and completed in accordance with respect the Development Documents, the Master Sale-Leaseback Agreement (as defined in the Disbursement Agreement) and the other Transaction Documents (as defined in the Disbursement Agreement), subject to Series 2000modifications to the extent permitted thereunder; (b) the Improvements will be constructed, installed and completed free and clear of any liens on account of the construction, installation and/or completion of the Improvements; and (c) all costs of constructing the Improvements, including any and all cost overruns or Change Orders (as defined in the Disbursement Agreement) will be paid when due. Completion of the Improvements free and clear of liens (other than Permitted Exceptions, as defined in the Master Sale-1Leaseback Agreement) will be deemed to have occurred only upon satisfaction of the conditions set forth in the Development Documents and the Disbursement Agreement, and the expiration of the applicable statutory periods of the state in which the Leased Premises is located within which valid construction, mechanics or materialmen’s liens may be recorded and served by reason of the design, supply or construction of the Improvements with any such liens, other than contested items, that have been filed having been released, discharged of record, or bonded pursuant to the Disbursement Agreement, or, alternatively, Landlord’s receipt of valid, unconditional final lien releases thereof from all persons entitled to record such liens. If (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to Improvements are not constructed in the Letter of Credit Reimbursement Agreement manner required by the Development Documents and the Letter of CreditDisbursement Agreement, (ii) payments construction of such Improvements should cease or be abandoned prior to fund or to replenish the Reserve Account as provided in Section 5.8 completion of the Security Agreement and Improvements for such period of time that constitutes an Event of Default under the Disbursement Agreement, Operator Lease or Master Sale-Leaseback Agreement, or (iii) any Event of Default under the difference between Transaction should otherwise exist, then Guarantor will, promptly upon written demand of Landlord either: (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because Event of Default is a Property Event of Default (as defined in the Master Sale-Leaseback Agreement), cause Tenant to repurchase the Property pursuant to Section 9.2 of the failure of an Obligor Master Sale-Leaseback Agreement or, if Tenant is unable to promptly pay repurchase the Property for any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loanreason, the Guarantor shall not be required to make payments pursuant to this clause (iii) until repurchase the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) Property from Landlord under the prompt same terms and punctual payment of all amounts due and owing condition set forth in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications Section 9.2 of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Master Sale-Leaseback Agreement, or (B) diligently proceed to commence the completion of the Improvements and to cause the completion of the Improvements to occur; (iiiC) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (fully pay and each Series Currency Collection Sub-subaccount) discharge all claims for the Trustee to make the distributions required pursuant to subsections 3A.05(a) labor performed and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt material and punctual payment of all amounts due and owing by BLFC services furnished in connection with the termination design, supply, construction or installation of a Hedge Agreement entered into by BLFC the Improvements that are then due and payable; and (dD) with respect to Series 2003-1, the prompt release and punctual payment discharge or bond all claims of all amounts due construction liens and owing by BFE equitable liens that may arise in connection with the termination design, supply, construction or installation of a Hedge Agreement entered into by BFEthe Improvements. All payments by Landlord agrees to give Guarantor access to the Property as and to the extent necessary to complete the Improvements or to exercise any other right set forth in this Guaranty.] The matters which are guaranteed pursuant to this paragraph 1 are hereinafter collectively referred to as the “Obligations”. The obligations of Guarantor under this Guaranty (i) with respect to Letter are primary, joint and several and independent of Credit the obligations of Tenant and any and every other guarantor of the Obligations, shall and a separate action or actions may be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks brought and executed against Guarantor or any other such guarantor, whether or not such action is brought against Tenant or any other such guarantor and whether or not Tenant or any other such guarantor be joined in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (such action or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementactions.

Guaranty. Subject (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of January 12, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Talenthome Management Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Xing Sheng Corporation Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as the primary obligor and not merely as surety, pursuant to the terms and subject to the conditions herein, the due and punctual performance and discharge of (i) the entire payment obligations of Parent to the Guaranteed Party under Section 9.3(b) of the Merger Agreement as and when due under the Merger Agreement (the “Parent Fee Obligations”) and (ii) the entire expense reimbursement obligations of Parent to the Guaranteed Party under Sections 7.10(d) and 9.3(d) of the Merger Agreement as and when due under the Merger Agreement (the “Expense Obligations” and, together with the Parent Fee Obligations, the “Guaranteed Obligations”). In no event shall the Guarantor’s aggregate liability under this Limited Guaranty (exclusive of reimbursement of expenses, if applicable, pursuant to Section 1(c) of this Limited Guaranty) exceed an aggregate amount equal to (x) any Guaranteed Obligations minus (y) any Guaranteed Obligations actually paid by Parent or Merger Sub to the Guaranteed Party (such limitation on the aggregate liability of the Guarantor for its Guaranteed Obligations being herein referred to as the Guarantor’s “Cap”, subject to adjustment under clause (i) of the last sentence of Section 5 (No Subrogation) below), it being understood that this Limited Guaranty may not be enforced against the Guarantor without giving effect to the Guarantor’s Cap (and to the provisions of Sections 9 (Continuing Guaranty) and 10 (No Recourse) hereof). The guarantee by the Guarantor of the Guaranteed Obligations under this Limited Guaranty may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guaranty. The Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance upon the execution of this Limited Guaranty. (b) If Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, then the Guarantor’s liabilities and obligations to the Guaranteed Party hereunder in respect of such Guaranteed Obligation shall, on demand, become immediately due and payable (up to the Guarantor’s Cap) and the Guarantor hereby unconditionally agrees to promptly fully perform and irrevocably guarantees discharge, or to cause to be promptly fully performed and discharged, such Guaranteed Obligation. (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder. (d) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guaranty were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantor to prevent breaches of this Limited Guaranty and to enforce specifically the terms and provisions hereof, in addition to any other remedies to which it is entitled at law or in equity (subject, in all cases, to the Cap), and shall not be required to provide any bond or other security in connection with any such order or injunction. The Guarantor further agrees that it will not oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (x) the Guaranteed Party has an adequate remedy at law or (y) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity (collectively, the “Guaranty ObligationsProhibited Defense”). (e) (a) with respect to Series 2000-1In furtherance of the foregoing, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant but subject to the Letter last sentence of Credit Reimbursement Agreement and the Letter of Credit, Section 5 (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any LoanNo Subrogation), the Guarantor shall not be required to make payments pursuant to this clause (iii) until acknowledges that the Obligor fails to make such payments on such Loan for Guaranteed Party may, in its sole discretion, bring and prosecute a period of eight (8) days separate action or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) actions against the prompt and punctual payment of all amounts due and owing Guarantor in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers performance of the Guaranteed Obligations (subject to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (Guarantor’s Cap) regardless of whether any action is brought against Parent or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days Merger Sub, or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available whether Parent or Merger Sub is joined in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (any action or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementactions.

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Guarantor hereby unconditionally and irrevocably guarantees (collectivelyto the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual full and prompt payment and reimbursement of all Letter of Credit Obligations when due pursuant (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Designated Obligors to the Letter of Guaranteed Parties under or in connection with the Credit Reimbursement Agreement Agreement, the Notes, the Issuer Documents and the Letter of Creditother Loan Documents, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 including all unpaid principal of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalLoans, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans soldthe L/C Obligations, transferredall interest accrued thereon, assigned or otherwise conveyed all fees due under the Credit Agreement and all other amounts payable by the Sellers Designated Obligors to the Company Guaranteed Parties thereunder or in connection therewith; provided that, no Guarantor shall be deemed to guarantee the obligations in respect of which it is a primary obligor. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against any Designated Obligor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the Company to the Trust to the extent the related Obligor has failed to pay debtor in such amounts due proceeding. The foregoing indebtedness, liabilities and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications other obligations of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementDesignated Obligors, and all other indebtedness, liabilities and obligations to be paid or performed by each Guarantor in connection with this Guaranty (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (including any and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with under Section 10.04 of the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsAgreement), shall hereinafter be made collectively referred to as the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement“Guaranteed Obligations.”

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1Guarantors jointly and severally irrevocably and unconditionally guaranty, (i) as primary obligors and not merely as sureties, the due and punctual payment and reimbursement in full of all Letter of Credit Guarantied Obligations (as hereinafter defined) when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Creditsame shall become due, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalat stated maturity, interestby acceleration, fees demand or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any including amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligorthe automatic stay under Section 362(a) with respect to of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period and all Obligations of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the all obligations of Company to the Trust to the extent the related Obligor has failed to pay such amounts or any Subsidiary under Lender Swap Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreementdue, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC however arising under or in connection with the termination Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a Hedge Agreement entered into portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by BLFC operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and (dGuarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) with respect is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations, Subject to Series 2003-the other provisions of this Section 1, upon the prompt failure of Company to pay any of the Guarantied Obligations when and punctual payment as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsBeneficiaries, shall be made an amount equal to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms aggregate of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementunpaid Guarantied Obligations.

Guaranty. Subject to the terms and conditions of this Guaranty, the (a) Each Guarantor hereby unconditionally and irrevocably guarantees (collectivelyto the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual full and prompt payment and reimbursement of all Letter of Credit Obligations when due pursuant (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund Guaranteed Parties under or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1Credit Agreement, the prompt Notes and punctual payment the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts due and owing payable by BFE the Borrower to the Guaranteed Parties thereunder or in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor therewith, provided that no demand shall be made under this Guaranty unless (i) with respect to Letter an Event of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, Default has occurred and is continuing and (ii) unless such Event of Default is an Event of Default specified in Section 8.01(f) of the Credit Agreement with respect to the Reserve AccountBorrower, a demand shall first have been made on the Borrower to pay the outstanding obligations and either (x) such demand shall not have been satisfied or (y) such Event of Default shall not have been cured, in each case, within three Business Days after the making of such demand. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty, shall hereinafter be deposited collectively referred to as the “Guaranteed Obligations”. Each Guarantor agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Guaranteed Party in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the Reserve Account generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to any Guaranteed Party under or in respect of the Loan Documents but for distribution in accordance with the Security Agreement, (iii) with respect fact that they are unenforceable or not allowable due to the Series 2000-1 VFC Certificateexistence of a bankruptcy, shall be deposited in reorganization or similar proceeding involving the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementBorrower.

Guaranty. Subject to the terms and conditions of this Guaranty, the (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (including all Obligations, Banking Service Obligations and obligations owing to Swap Counterparties), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranty Guaranteed Obligations”) (a) with respect to Series 2000-1, (i) ). Without limiting the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 generality of the Security Agreement foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and (iii) would be owed by the difference between (A) the amount payable Borrower to the Administrative Agent and Agent, the Liquidity Banks Issuing Lender, the Swing Line Lender or any Lender under the Liquidity Agreement whether Credit Documents and by the Borrower to the Swap Counterparty but for principalthe fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, interest, fees reorganization or otherwise similar proceeding involving the Borrower. (b) It is the intention of the Guarantors and (B) each Beneficiary that the amount of payments made the Guaranteed Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and similar Legal Requirement applicable to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (providedGuarantor. Accordingly, that notwithstanding anything to the extent such difference exists because of the failure of an Obligor to promptly pay contrary contained in this Guaranty or in any amounts due and owing (other agreement or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC instrument executed in connection with the termination payment of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1any of the Guaranteed Obligations, the prompt and punctual payment amount of all amounts due and owing the Guaranteed Obligations guaranteed by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made limited to an aggregate amount equal to the Letter of Credit Agent for disbursement pro rata largest amount that would not render such Guarantor’s obligations hereunder subject to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms avoidance under Section 548 of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms United States Bankruptcy Code or any comparable provision of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the any other applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementlaw.

Guaranty. Subject to the terms and conditions of this Guaranty, the Each Guarantor hereby unconditionally and irrevocably guarantees (collectivelyon a senior subordinated basis, jointly and severally, to each Holder and to the “Guaranty Obligations”) Trustee and its successors and assigns (a) with respect the full and prompt payment (within applicable grace periods) of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and 105 prompt performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranty Obligations"). Each Guarantor further agrees that the Guaranty Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and that such Guarantor will remain bound under this Article XIII notwithstanding any extension or renewal of any Guaranty Obligation. To the extent that any Guarantor shall be required to Series 2000-1, pay any amounts on account of the Securities pursuant to a Guaranty in excess of an amount calculated as the product of (i) the punctual payment and reimbursement aggregate amount payable by the Guarantors on account of all Letter of Credit Obligations when due the Securities pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, Guarantees times (ii) payments the proportion (expressed as a fraction) that such Guarantor's net assets (determined in accordance with GAAP) at the date enforcement of the Guarantees is sought bears to fund the aggregate net assets (determined in accordance with GAAP) of all Guarantors at such date, then such Guarantor shall be reimbursed by the other Guarantors for the amount of such excess, pro rata, based upon the respective net assets (determined in accordance with GAAP) of such other Guarantors at the date enforcement of the Guarantees is sought. This paragraph is intended only to define the relative rights of Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Guarantees. The Guarantors shall have the right to seek contribution from any non- paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under any Guaranty. Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranty Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranty Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to replenish enforce any right or remedy against the Reserve Account as provided in Section 5.8 Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the Security Agreement terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranty Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranty Obligations; or (f) any change in the ownership of any Guarantor (subject to Section 13.5(b)). Each Guarantor further agrees that its Guaranty herein constitutes a guaranty of payment, performance and compliance when due (and not a guaranty of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranty Obligations. To the fullest extent permitted by law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranty Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by law, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranty Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of each Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranty Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against each Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranty Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise (within applicable grace periods), or to perform or comply with any other Guaranty Obligation (within applicable grace periods), each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such 107 Guaranty Obligations (ii) accrued and unpaid interest on such Guaranty Obligations (but only to the extent not prohibited by law) and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount all other monetary Guaranty Obligations of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the extent Holders in respect of any Guaranty Obligations guarantied hereby until payment in full of all Guaranty Obligations. Each Guarantor further agrees that, as between the related Obligor has failed to pay such amounts due Guarantors, on the one hand, and owing the Holders and the Trustee, on the other hand, (or that would x) the maturity of the Guaranty Obligations guarantied hereby may be due and owing but accelerated as provided in Article V for the occurrence purposes of an Insolvency Event with its Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementGuaranty Obligations guaranteed hereby, and (iiiy) that there will be a sufficient amount in the event of any declaration of acceleration of such Guaranty Obligations as provided in Article V, such Guaranty Obligations (whether or not due and payable) shall forthwith become due and payable by each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) Guarantor for the Trustee purposes of this Section. Each Guarantor also agrees to make the distributions required pursuant to subsections 3A.05(apay any and all costs and expenses (including reasonable attorneys' fees and expenses) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments incurred by the Guarantor Trustee or any Holder in enforcing any rights under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementSection.

Guaranty. Subject The Subsidiary Guarantor hereby guarantees to the terms Agents and conditions each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Company under the Credit Agreement to the Agents and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Company to the Lenders in connection with the Loans at any time outstanding during the term of this GuarantyAgreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Guarantor hereby unconditionally Company to the Agents and irrevocably guarantees the Lenders hereunder (collectively, the “Guaranty Company Guaranteed Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations in full when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit(whether at stated maturity, (iias a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution strictly in accordance with the Security Agreementterms thereof. The Subsidiary Guarantor hereby further agrees that if any of the Company Guaranteed Obligations are not paid in full when due (whether at stated maturity, (iii) with respect to as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Series 2000-1 VFC CertificateSubsidiary Guarantor will promptly pay the same, shall be deposited without any demand or notice whatsoever, and that in the Cash Collateral Account for distribution case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made such extension or renewal. Notwithstanding any provision to the Trustee for deposit contrary contained in the Collection Account for distribution this Agreement or in accordance with the terms any other of the Pooling Loan Documents or the other documents relating to the Company Guaranteed Obligations, the obligations of the Subsidiary Guarantor under this Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly other Loan Documents shall not exceed an aggregate amount equal to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect largest amount that would not render such obligations subject to the amounts due avoidance under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementDebtor Relief Laws.

Guaranty. Subject The GUARANTOR guarantees to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) SECURED PARTIES: (a) with respect to Series 2000-1, (i) the punctual payment of any and reimbursement of all Letter of Credit Obligations when sums now or hereafter due pursuant and owing to the Letter SECURED PARTIES by the BORROWER as a result of Credit Reimbursement Agreement or in connection with any and all existing or future indebtedness, liability, or obligation of every kind, nature, type, and variety owed by the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable BORROWER to the Administrative Agent and SECURED PARTIES from time to time, arising out of or related to the Liquidity Banks under LOANS or the Liquidity Agreement CREDIT DOCUMENTS, whether for direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, contractual or tortious, including, but not limited to, all amounts of principal, interest, fees or otherwise charges, reimbursements, advancements, escrows, and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), fees; (b) with respect to that all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned sums now or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts hereafter due and owing by BLFC the BORROWER to the SECURED PARTIES in connection with or arising from the termination LOANS shall be paid when and as due, whether by reason of a Hedge Agreement entered into by BLFC installment, maturity, acceleration or otherwise, time being of the essence; (c) the payment and (d) with respect to Series 2003-1, the prompt and punctual payment performance of all amounts due indemnification obligations and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments duties to defend owed by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made BORROWER to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution SECURED PARTIES in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement CREDIT DOCUMENTS; and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) abovethe timely, shall be deposited complete, continuous, and strict performance and observance by the BORROWER of each of the terms, covenants, agreements and conditions contained in the Series 2003-1 Collection Subaccount (CREDIT DOCUMENTS. The GUARANTOR agrees to hold harmless and indemnify the SECURED PARTIES from any and all costs and expenses, including reasonable attorneys’ fees, incurred by the SECURED PARTIES as a result of a failure by the BORROWER to satisfy its duties and obligations under the CREDIT DOCUMENTS or applicable Series 2003-1 Currency Collection Subaccount) for distribution the GUARANTOR’S failure to satisfy the duties and obligations assumed by the GUARANTOR under this GUARANTY. As used in accordance with this GUARANTY, the Series 2003-1 Supplementterm “OBLIGATIONS” shall refer to the obligations of payment, performance, and indemnification which the GUARANTOR has undertaken and assumed pursuant to this GUARANTY, as described in this Section and in other Sections of this GUARANTY.

Guaranty. Subject to the terms and conditions of this Guaranty, the The Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks, and their respective successors, endorsees, transferees, assigns and Substitutes, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Agent and the Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination Facility Agreement and the other Loan Documents, including all unpaid principal of a Hedge the Advances, all interest accrued thereon, all fees due under the Facility Agreement entered into and all other amounts payable by BLFC the Borrower to the Agent and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE Banks thereunder or in connection therewith. The terms "indebtedness," "liabilities" and "obligations" are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, together with interest thereon at the termination contract rate (whether before or after the commencement of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) any Insolvency Proceeding with respect to the Reserve AccountBorrower), and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be deposited in an allowed or disallowed claim under the Reserve Account for distribution in accordance with the Security AgreementBankruptcy Code or other applicable law. The foregoing indebtedness, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms liabilities and other obligations of the Security AgreementBorrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement including any and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the all amounts due under clause (b)(iii) aboveSection 17), shall hereinafter be deposited in collectively referred to as the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement"Subject Obligations."

Guaranty. Subject The Reporting Entity will cause each Affiliate (other than the Company) which delivers a Guaranty of outstanding borrowings or available borrowing capacity (subject only to the terms and conditions customary conditions) under a Material Credit Facility or becomes an obligor, co-obligor, borrower or co-borrower of this outstanding borrowings or has available borrowing capacity (subject only to customary conditions) under a Material Credit Facility to concurrently enter into an Affiliate Guaranty, and as promptly as reasonably practicable will deliver to each of the Guarantor hereby unconditionally and irrevocably guarantees (collectively, holders of the “Guaranty Obligations”) Notes the following items: (a) with respect to Series 2000-1, (i) an executed counterpart of the punctual payment and reimbursement of all Letter of Credit Obligations when due joinder agreement pursuant to which such Affiliate has become bound by the Letter Affiliate Guaranty (it being understood that such joinder shall also join any New PubCo hereto as the “Reporting Entity”); (b) a certificate signed by the President, a Vice President or another authorized Responsible Officer of Credit Reimbursement Agreement such Affiliate making representations and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable warranties to the Administrative Agent effect of those contained in Sections 5.1, 5.2, 5.6 and the Liquidity Banks under the Liquidity Agreement whether for principal5.7, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such ObligorAffiliate and the Affiliate Guaranty, as applicable; (c) such documents and evidence with respect to such Affiliate as the Required Holders may reasonably request in order to establish the existence and, if applicable, good standing of such Affiliate and the authorization of the transactions contemplated by the Affiliate Guaranty; (d) an opinion of counsel reasonably satisfactory to the Required Holders to the effect that such Affiliate Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Affiliate enforceable in accordance with its terms, subject to customary exceptions, assumptions and qualifications; provided that an opinion from a nationally recognized law firm and/or in-house counsel of the Company shall be reasonably satisfactory to the Required Holders; and (e) with respect to any LoanForeign Guarantor, evidence of the Guarantor shall not be required acceptance by STERIS Corporation or CT Corporation System, as applicable, of the appointment of designation provided for by Section 8 of the Affiliate Guaranty, as such Guarantor’s agent to make payments pursuant receive, for it and on its behalf, service of process, for the period from the date of such Affiliate Guaranty to this clause February 27, 2033 (iii) until and the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment in full of all amounts due and owing fees in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementthereof).

Guaranty. Subject to Each Guarantor, jointly and severally with the terms other Guarantors, hereby absolutely, irrevocably and conditions unconditionally guarantees, as a guaranty of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual payment and reimbursement performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all Letter times thereafter, of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement any and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 all of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, and whether arising hereunder or under any other Loan Document, any Lender Cash Management Agreement or Lender Derivatives Contracts (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable and documented out-of-pocket attorneys’ fees and expenses incurred in connection with the collection or otherwise and enforcement thereof) (Bfor each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (i) the amount Guaranteed Obligations of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay a Guarantor shall exclude any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event Excluded Derivatives Obligations with respect to such ObligorGuarantor and (ii) the liability of each Subsidiary Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any Loanamounts payable to such Guarantor under Section 10.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Notwithstanding anything to the contrary contained herein or elsewhere, the no 115 Guarantor shall not by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan liable for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or any Guaranteed Obligations that would be due and owing but for the occurrence of an Insolvency Event constitute Excluded Derivatives Obligations with respect to such Obligor) Guarantor. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors, and conclusive for a period the purpose of eight (8) days establishing the amount of the Guaranteed Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or moreenforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, (ii) or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the extent not timely paid, all fees, expenses and indemnifications Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the any Guarantor under this Guaranty (i) with respect Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms any or all of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementforegoing.

Guaranty. Subject (a) Each Guarantor hereby irrevocably, absolutely and unconditionally, and jointly and severally: (i) guarantees (A) to the terms Lenders and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees Administrative Agent (collectively, the “Guaranty Guaranteed Parties”) the full and prompt payment, at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all Obligations of the Borrower and the other Account Parties under the Credit Agreement and the other Loan Documents, including, without limitation, all principal of and interest on the Loans and Reimbursement Obligations, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Loan Document, and all Obligations that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all liabilities and obligations described in this clause (i), collectively, the “Guaranteed Obligations”); and (ii) agrees to pay, without duplication, the reasonable documented out-of-pocket fees and expenses of counsel to, and reimburse upon demand all reasonable documented out-of-pocket costs and expenses incurred or paid by, (y) any Guaranteed Party in connection with any suit, action or proceeding to enforce or protect any rights of the Guaranteed Parties hereunder and (z) the Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto, and to indemnify and hold each Guaranteed Party and its directors, officers, employees, agents and Affiliates harmless from and against any and all claims, losses, damages, obligations, liabilities, penalties, costs and expenses (including, without limitation, reasonable attorneys’ documented fees and reasonable documented out-of-pocket expenses) of any kind or nature whatsoever, whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such indemnified party as a result of, arising from or in any way relating to this Guaranty or the collection or enforcement of the Guaranteed Obligations; provided, however, that no indemnified party shall have the right to be indemnified hereunder for any such claims, losses, costs and expenses (x) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such indemnified party or (y) that result from a claim by any Loan Party against an indemnified party for breach in bad faith of such indemnified party’s obligations hereunder or under any other Loan Document if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) Notwithstanding the provisions of subsection (a) above and notwithstanding any other provisions contained herein or in any other Loan Document: (i) no provision of this Guaranty shall require or permit the collection from any Guarantor of interest in excess of the maximum rate or amount that such Guarantor may be required or permitted to pay pursuant to applicable law; and (ii) the liability of each Guarantor under this Guaranty as of any date shall be limited to a maximum aggregate amount (the “Maximum Guaranteed Amount”) equal to the greatest amount that would not render such Guarantor’s obligations under this Guaranty subject to avoidance, discharge or reduction as of such date as a fraudulent transfer or conveyance under applicable Debtor Relief Laws, in each instance after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under applicable Debtor Relief Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and after giving effect as assets to the value (as determined under applicable Debtor Relief Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (y) applicable law or (z) any agreement (including this Guaranty) providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties). (c) The Guarantors desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made hereunder on any date by a Guarantor (a “Funding Guarantor”) that exceeds its Fair Share (as hereinafter defined) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor’s Fair Share Shortfall (as hereinafter defined) as of such date, with the result that all such contributions will cause each Guarantor’s Aggregate Payments (as hereinafter defined) to equal its Fair Share as of such date. “Fair Share” means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Guaranteed Amount (as hereinafter defined) with respect to Series 2000-1, such Guarantor to (iy) the punctual payment and reimbursement aggregate of the Adjusted Maximum Guaranteed Amounts with respect to all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of CreditGuarantors, multiplied by (ii) payments to fund the aggregate amount paid or to replenish the Reserve Account as provided distributed on or before such date by all Funding Guarantors hereunder in Section 5.8 respect of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalobligations guarantied. “Fair Share Shortfall” means, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to a Guarantor as of any date of determination, the excess, if any, of the Fair Share of such ObligorGuarantor over the Aggregate Payments of such Guarantor. “Adjusted Maximum Guaranteed Amount” means, with respect to a Guarantor as of any date of determination, the Maximum Guaranteed Amount of such Guarantor, determined in accordance with the provisions of subsection (b) above; provided that, solely for purposes of calculating the “Adjusted Maximum Guaranteed Amount” with respect to any LoanGuarantor for purposes of this subsection (c), the Guarantor any assets or liabilities arising by virtue of any rights to subrogation, reimbursement or indemnity or any rights to or obligations of contribution hereunder shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make considered as assets or liabilities of such payments on such Loan for a period of eight (8) days or more)Guarantor. “Aggregate Payments” means, (b) with respect to all Outstanding Series (including Series 2000-1)a Guarantor as of any date of determination, (i) the prompt and punctual payment aggregate amount of all amounts due payments and owing distributions made on or before such date by such Guarantor in respect of Loans soldthis Guaranty (including, transferredwithout limitation, assigned in respect of this subsection (c)). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or otherwise conveyed distribution is made by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence applicable Funding Guarantor. Each Funding Guarantor’s right of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company contribution under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, this subsection (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made subject to the Letter provisions of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment Section 4. The allocation among Guarantors of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited obligations as set forth in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause this subsection (c) above, shall not be deposited construed in any way to limit the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect liability of any Guarantor hereunder to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 SupplementGuaranteed Parties.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor (a) The Company hereby unconditionally and irrevocably guarantees (collectivelyguarantees, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the punctual for payment and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement not for collection, and the Letter of Creditas primary obligor and not merely as surety, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent Agent, for the ratable benefit of the Lenders, the Issuing Banks and their respective successors, indorsees, transferees and assigns the Liquidity Banks prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Subsidiary Borrowers (the “Subsidiary Obligations”). (b) In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Company under the Liquidity Agreement whether for principalthis Article X would otherwise be held or determined to be avoidable, interest, fees invalid or otherwise and (B) unenforceable on account of the amount of payments made to BAFC the Company’s liability under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (providedthis Article X, that then, notwithstanding any other provision of this Article X to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loancontrary, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make amount of such payments on such Loan for a period of eight (8) days or more)liability shall, (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and without any further action by the Company or the Administrative Agent or any Lender or any Issuing Bank, be automatically limited and reduced to the Trust to highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFECompany’s “Maximum Liability”). All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (iiThis Section 10.01(b) with respect to the Reserve AccountMaximum Liability of the Company is intended solely to preserve the rights of the Administrative Agent, the Lenders and the Issuing Banks to the maximum extent not subject to avoidance under Applicable Law. The Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the Maximum Liability of the Company hereunder without impairing this guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder; provided that nothing in this sentence shall be deposited in construed to increase the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause Company’s obligations hereunder beyond its Maximum Liability. (c) above, This guarantee shall be deposited remain in full force and effect until all the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution Subsidiary Obligations shall have been satisfied by payment in accordance with full in immediately available funds and the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause Commitments have been terminated. (d) aboveNo payment made by the Company, any other guarantor or any other Person or received or collected by the Administrative Agent, any Lender or any Issuing Bank from the Company, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deposited deemed to modify, reduce, release or otherwise affect the liability of the Company hereunder which shall, notwithstanding any such payment (other than any payment made by the Company in respect of the Series 2003-1 Collection Subaccount (Subsidiary Obligations or applicable Series 2003-1 Currency Collection Subaccount) any payment received or collected from the Company in respect of the Subsidiary Obligations), remain liable for distribution the Subsidiary Obligations until the Subsidiary Obligations shall have been satisfied by payment in accordance with full in immediately available funds and the Series 2003-1 SupplementCommitments have been terminated.

Guaranty. Subject to the terms The Guarantors, jointly and conditions of this Guarantyseverally, the Guarantor hereby unconditionally and irrevocably guarantees (collectivelyirrevocably, the “Guaranty Obligations”) guaranty (a) the punctual payment, as and when due and payable, by stated maturity or otherwise, of all obligations and any other amounts now or hereafter owing by the Company in respect of the Securities Purchase Agreement, the Notes and the other Transaction Documents, including, without limitation, all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any Guarantor under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with respect creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an "Insolvency Proceeding"), whether or not the payment of such interest is unenforceable or is not allowable due to Series 2000-1the existence of such Insolvency Proceeding, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents, and any and all expenses (iincluding reasonable counsel fees and expenses) reasonably incurred by the Buyers or the Collateral Agent in enforcing any rights under this Guaranty (such obligations, to the extent not paid by the Company, being the "Guaranteed Obligations") and (b) the punctual payment and reimbursement faithful performance, keeping, observance and fulfillment by the Company of all Letter of Credit Obligations when due pursuant to the Letter agreements, conditions, covenants and obligations of Credit Reimbursement Agreement the Company contained in the Securities Purchase Agreement, the Notes and the Letter of Credit, (ii) payments to fund or to replenish other Transaction Documents. Without limiting the Reserve Account as provided in Section 5.8 generality of the Security Agreement and (iii) the difference between (A) the amount payable foregoing, each Guarantor's liability hereunder shall extend to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, all amounts that to the extent such difference exists because constitute part of the failure of an Obligor to promptly pay any amounts due Guaranteed Obligations and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and owed by the Company to the Trust to Buyers under the extent Securities Purchase Agreement and the related Obligor has failed to pay such amounts due and owing (or that would be due and owing Notes but for the occurrence fact that they are unenforceable or not allowable due to the existence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days Proceeding involving any Guarantor or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement(each, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement"Transaction Party").

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety: (i) to the Lender Creditors the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the European Borrower under the Credit Agreement, and all reimbursement obligations and Unpaid Drawings with respect to Series 2000-1Letters of Credit issued for the account of European Borrower and (y) all other Obligations (including, without limitation, obligations which, but for the commencement of any insolvency proceeding, would become due), liabilities and indebtedness owing by the European Borrower to the Lender Creditors under the Credit Agreement (including without limitation all obligations of the European Borrower to the Administrative Agent under Section 13.22 of the Credit Agreement) and each other Credit Document to which the European Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of, or in connection with, the Credit Agreement and each such other Credit Document (all such principal, premium, interest, reimbursement obligations, Unpaid Drawings, liabilities, indebtedness and obligations under this clause (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant ), except to the Letter extent consisting of obligations or liabilities with respect to Secured Hedging Agreements and Treasury Services Agreements, being herein collectively called the “Credit Reimbursement Agreement and the Letter of Credit, Document Obligations”); (ii) payments to fund each Specified Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or to replenish otherwise) of all obligations (including obligations which, but for the Reserve Account as commencement of any insolvency proceeding, would become due), liabilities and indebtedness (including, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in Section 5.8 of the Security Agreement respective Secured Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the European Borrower and its Subsidiaries under any Secured Hedging Agreement, whether now in existence or hereafter arising (all such obligations, liabilities and indebtedness described in this clause (ii) being herein collectively called the “Other Obligations”); and (iii) to each Treasury Services Creditor the difference between full and prompt payment when due (Awhether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the amount payable commencement of any case, proceeding or other action relating to the Administrative Agent and bankruptcy, insolvency, reorganization or similar proceeding at the Liquidity Banks under rate provided for in the Liquidity Agreement respective documentation, whether for principal, interest, fees or otherwise and (Bnot such interest is allowed in any such proceeding) owing by the amount European Borrower or any of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that its Subsidiaries to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event Treasury Services Creditors with respect to Treasury Services, whether now in existence or hereafter arising in each case under any Treasury Services Agreement (all such Obligor) with respect to any Loanobligations, the Guarantor shall not be required to make payments pursuant to liabilities and indebtedness described in this clause (iii) until being herein collectively called the Obligor fails “Treasury Services Obligations” and, together with the Credit Document Obligations and the Other Obligations are herein collectively called the “Guaranteed Obligations”). As used herein, the term “Guaranteed Party” shall mean the European Borrower, and each of its Subsidiaries that is party to make such payments on such Loan for any Secured Hedging Agreement with an Specified Creditor or a period of eight (8) days or more)Treasury Services Agreement with a Treasury Services Creditor. Each Guarantor understands, (b) with respect to all Outstanding Series (including Series 2000-1), (i) agrees and confirms that the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers Secured Creditors may enforce this Guaranty up to the Company and by full amount of the Company to Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor, the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but Borrowers, any other Guaranteed Party, against any security for the occurrence of an Insolvency Event with respect to such Obligor) for Guaranteed Obligations, or under any other guaranty covering all or a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications portion of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Guaranteed Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1Each Lender and each Issuing Bank hereby further authorizes Administrative Agent, (i) on behalf of and for the punctual payment and reimbursement benefit of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement Lenders and the Letter of CreditIssuing Banks, (ii) payments to fund or to replenish be the Reserve Account as provided in Section 5.8 agent for and representative of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) Lenders with respect to the Reserve AccountHoldings Guaranty, shall be deposited in the Reserve Account for distribution in accordance with Guaranty and the Security Agreementother Loan Documents. Subject to Section 9.02, (iii) without further written consent or authorization from any Lender or any Issuing Bank, Administrative Agent may execute any documents or instruments necessary to release any Guarantor from the Guaranty pursuant to Section 9.17 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.02) have otherwise consented. (a) (b) Anything contained in any of the Series 2000-1 VFC CertificateLoan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, each Issuing Bank and each Lender hereby agree that none of the Lenders or the Issuing Banks shall have any right individually to enforce the Holdings Guaranty or the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be deposited in exercised solely by the Cash Collateral Account Administrative Agent, for distribution the benefit of the Lenders and the Issuing Bank in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement hereof and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause thereof. (c) aboveNotwithstanding anything to the contrary contained herein or any other Loan Document, when all Secured Obligations (other than Hedging Obligations in respect of any Secured Hedge Agreements and Cash Management Obligations in respect of any Secured Cash Management Agreements and contingent indemnification obligations not yet accrued and payable) have been paid in full and all Commitments have terminated or expired, upon request of the Borrower, Administrative Agent shall take such actions as shall be deposited required to release all guarantee obligations provided for in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect any Loan Document. Any such release of guarantee obligations shall be deemed subject to the amounts due under clause (d) above, provision that such guarantee obligations shall be deposited reinstated if after such release any portion of any payment in respect of the Series 2003-1 Collection Subaccount (Secured Obligations guaranteed thereby shall be rescinded or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with must otherwise be restored or returned upon the Series 2003-1 Supplementinsolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1Guarantors jointly and severally irrevocably and unconditionally guaranty, (i) as primary obligors and not merely as sureties, the due and punctual payment and reimbursement in full of all Letter of Credit Guarantied Obligations (as hereinafter defined) when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Creditsame shall become due, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalat stated maturity, interestby acceleration, fees demand or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any including amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligorthe automatic stay under Section 362(a) with respect to of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period and all Obligations of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence all obligations of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementLender Swap Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC however arising under or in connection with the termination Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Subsidiary Guarantor acknowledges that the Loans and Letters of Credit may benefit its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company or any Guarantor, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a Hedge Agreement entered into by BLFC preference, fraudulent transfer or otherwise, and (d) with respect any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to Series 2003-the other provisions of this Section 1, upon the prompt failure of Company to pay any of the Guarantied Obligations when and punctual payment as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsBeneficiaries, shall be made an amount equal to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms aggregate of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementunpaid Guarantied Obligations.

Guaranty. Subject to the terms and conditions of this Guaranty, the (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations (as defined in the Credit Agreement), whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Guaranty Guaranteed Obligations”) (a) with respect ). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to Series 2000-1, (i) all amounts that constitute part of the punctual payment Guaranteed Obligations and reimbursement would be owed by the Borrower or any Material Domestic Subsidiary of all Letter of Credit Obligations when due pursuant the Borrower to the Letter Secured Parties or any Lender under the Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of Credit Reimbursement Agreement and a bankruptcy, reorganization or similar proceeding involving the Letter of Credit, (ii) payments to fund Borrower or to replenish the Reserve Account as provided in Section 5.8 any Material Domestic Subsidiary of the Security Agreement Borrower. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (iiithe “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the difference between (A) the Funding Guarantor in an amount payable equal to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise and (B) the amount of payments made such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to BAFC under a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the Series 2000-1 VFC Certificate which are available solely to make rights of such payments due under the Liquidity Agreement (provided, that Funding Guarantor to the extent of such difference exists because of the failure of an Obligor to promptly pay any amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementpayment.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1Guarantors jointly and severally irrevocably and unconditionally guaranty, (i) as primary obligors and not merely as sureties, the due and punctual payment and reimbursement in full of all Letter of Credit Guarantied Obligations (as hereinafter defined) when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Creditsame shall become due, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalat stated maturity, interestby acceleration, fees demand or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any including amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligorthe automatic stay under Section 362(a) with respect to of the Bankruptcy Code). The term “Guarantied Obligations” means any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period and all Obligations of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by all payment obligations of Company or the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence applicable Subsidiary of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementLender Swap Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC however arising under or in connection with the termination Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or such Subsidiary of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a Hedge Agreement entered into portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by BLFC operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and (dGuarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) with respect is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to Series 2003-the other provisions of this Section 1, upon the prompt and punctual payment failure of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect Company to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms pay any of the Security AgreementGuarantied Obligations when and as the same shall become due, (iv) with respect each Guarantor will upon demand pay, or cause to Loansbe paid, shall be made in cash, to Guarantied Party for the Trustee for deposit in the Collection Account for distribution in accordance with the terms ratable benefit of the Pooling Agreement and each SupplementBeneficiaries, (v) with respect an amount equal to such amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementthat have become due.

Guaranty. Subject to the terms The Guarantors hereby jointly and conditions of this Guaranty, the Guarantor hereby severally unconditionally and irrevocably guarantees (collectivelyguarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the “Guaranty Obligations”) performance of, (a) with respect to Series 2000-1the Obligations, (i) the punctual payment whether now or hereafter existing and reimbursement of all Letter of Credit Obligations when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees, expenses or otherwise, (b) all obligations owed to any Guarantied Party pursuant to a Guarantied Swap Contract, excluding any Excluded Swap Obligations of a Guarantor, (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees or otherwise and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (Bd) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any all present and future amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligor) with respect any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Loan, Debtor Relief Laws (the Guarantor shall not be required to make payments pursuant to this clause items set forth in clauses (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or morea), (b) with respect to all Outstanding Series (including Series 2000-1), (ic) and (d) immediately above being herein referred to as the prompt “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and punctual the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or .proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all amounts due and owing other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers intercompany Indebtedness to the Company and by the Company to the Trust Borrower to the extent the related Obligor has failed to pay that such amounts due and owing (or that Indebtedness would be due discharged in an amount equal to the amount paid by such Guarantor hereunder) and owing but for (b) to the occurrence value as assets of an Insolvency Event with respect such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to such Obligor(i) for a period applicable requirements of eight (8) days or moreLaw, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and Section 10 hereof or (iii) that there will be a sufficient amount any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) Borrower of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor obligations arising under this Guaranty (i) with respect or other guaranties of the Guarantied Obligations by such parties, be held or determined to Letter of Credit Obligationsbe void, shall be made invalid or unenforceable, or subordinated to the Letter claims of Credit any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent for disbursement pro rata or any other Person, be automatically limited and reduced to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect highest amount that is valid and enforceable and not subordinated to the Reserve Account, shall be deposited claims of other creditors as determined in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (such action or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementproceeding.

Guaranty. Subject to the terms and conditions of this GuarantyEach Subsidiary Guarantor with all other Subsidiary GuarantorS, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees (collectivelyguarantees, jointly and severally, as a primary obligor and not merely as a surety, to each Holder and its successors and assigns, the “Guaranty Obligations”) (a) with respect to Series 2000-1, (i) the full and punctual payment and reimbursement performance when due, whether at stated maturity, by acceleration or otherwise, of all Letter the principal of Credit Obligations when due pursuant and Make-Whole Amount, and interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Letter of Credit Reimbursement Company) the Notes and all other amounts under the Note Purchase Agreement and the Letter of Creditall other obligations, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 agreements and covenants of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks Company now or hereafter existing under the Liquidity Note Purchase Agreement whether for principal, interestMake-Whole Amount, fees interest (including interest accruing or otherwise becoming owing both prior to and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that subsequent to the extent such difference exists because commencement of the failure of an Obligor to promptly pay any amounts due and owing (proceeding against or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under any chapter of the Pooling Agreement Bankruptcy Code), indemnification payments, expenses (including reasonable attorneys’ fees and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreementexpenses) or otherwise, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (all reasonable costs and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplementexpenses, (c) with respect to Series 2002-1if any, the prompt and punctual payment of all amounts due and owing incurred by BLFC any Holder in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor enforcing any rights under this Guaranty (i) with respect all such obligations being the “Guaranteed Obligations”), and agrees to Letter pay any and all reasonable expenses incurred by each Holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein or in the Note Purchase Agreement to the contrary, the maximum liability of Credit Obligationseach Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Subsidiary Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be made liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Subsidiary Guarantors (and the Company) shall be fully liable for the repayment thereof to the Letter maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of Credit Agent payment and not of collectibility and is in no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Subsidiary Guarantor without impairing this Guaranty or affecting the rights and remedies of the Holders hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for disbursement pro rata any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Subsidiary Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Letter Holders, in lawful money of Credit Banks the United States of America, at the place specified in accordance the Note Purchase Agreement, or perform or comply with their respective Letter of Credit Commitment Sharessuch Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (iiin the case of the payment of Guaranteed Obligations) together with respect interest (in the amounts and to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iiiextent required under such Notes) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement on any amount due and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementowing.

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) Guarantors jointly and severally hereby irrevocably, absolutely and unconditionally guarantee the full and punctual performance and payment when due of all the Obligations (as defined below); (i) provided, however, that (A) no claim may be brought under this Guaranty unless notice of such claims or a claim against Buyer with respect to Series 2000-1, (i) the punctual payment and reimbursement of all Letter of Credit Obligations when due pursuant is given by either Seller prior to the Letter of Credit Reimbursement Agreement and the Letter of Credit, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 fifth anniversary of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principal, interest, fees or otherwise date hereof and (B) the amount aggregate liability of payments made to BAFC Guarantors under the Series 2000-1 VFC Certificate which are available solely Guaranty shall not exceed four million dollars ($4,000,000); (ii) provided further, that in the event that Public Service Company of Colorado ("PSCo.") agrees in writing, in form and substance reasonably satisfactory to make such payments due Sand Creek, to unconditionally and irrevocably release Sand Creek and Intermountain Chemical, Inc. ("ICI") from any and all obligations and liabilities under or relating to that certain letter agreement, dated September 12, 1995, among PSCo., ICI and Conoco, Inc. ("Conoco") (the "Letter Agreement") and the construction and operation of the pipeline referenced therein, then the deadline for bringing any claim as described in clause 1.1 (a) (i)(A) above shall be accelerated to the second anniversary of the date hereof and the maximum aggregate liability of the Guarantors under the Liquidity Agreement Guaranty shall be limited to two million dollars (provided$2,000,000); and (iii) provided further, that in the event that Conoco also agrees in writing, in form and substance reasonably satisfactory to Sand Creek, to unconditionally and irrevocably release Sand Creek and ICI from any and all obligations and liabilities under or relating to the extent such difference exists because Letter Agreement and the construction and operation of the failure pipeline referenced herein, then the maximum liability of an Obligor each of the Guarantors under this Guaranty shall be limited to promptly pay any amounts one million dollars ($1,000,000) and the guaranty of the Guarantors hereunder will become several, but not joint. (b) This Guaranty constitutes a guaranty of performance and payment when due and owing (or not merely of collection. Guarantors specifically agree that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) with respect to any Loan, the Guarantor it shall not be necessary or required that Sellers exercise any right, assert any claim or demand or enforce any remedy whatsoever against Buyer or any other Person before or as a condition to make payments pursuant to the obligations of Guarantors hereunder. For purposes of this clause (iii) until the Obligor fails to make such payments on such Loan for a period of eight (8) days Guaranty, "Person" means any individual, sole proprietorship, partnership, joint venture trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or more), (b) with respect to all Outstanding Series government (including Series 2000-1without limitation, any instrumentality, division, agency, body or department thereof), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing Agreement, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC in connection with the termination of a Hedge Agreement entered into by BLFC and (d) with respect to Series 2003-1, the prompt and punctual payment of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit Obligations, shall be made to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplement.;

Guaranty. Subject to the terms and conditions of this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees (collectively, the “Guaranty Obligations”) (a) with respect to Series 2000-1Guarantors jointly and severally irrevocably and unconditionally guaranty, (i) as primary obligors and not merely as sureties, the due and punctual payment and reimbursement in full of all Letter of Credit Guarantied Obligations (as hereinafter defined) when due pursuant to the Letter of Credit Reimbursement Agreement and the Letter of Creditsame shall become due, (ii) payments to fund or to replenish the Reserve Account as provided in Section 5.8 of the Security Agreement and (iii) the difference between (A) the amount payable to the Administrative Agent and the Liquidity Banks under the Liquidity Agreement whether for principalat stated maturity, interestby acceleration, fees demand or otherwise and (B) the amount of payments made to BAFC under the Series 2000-1 VFC Certificate which are available solely to make such payments due under the Liquidity Agreement (provided, that to the extent such difference exists because of the failure of an Obligor to promptly pay any including amounts due and owing (or that would be become due and owing but for the occurrence operation of an Insolvency Event with respect to such Obligorthe automatic stay under Section 362(a) with respect to of the Bankruptcy Code, 11 U.S.C. § 362(a)). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any Loan, the Guarantor shall not be required to make payments pursuant to this clause (iii) until the Obligor fails to make such payments on such Loan for a period and all Obligations of eight (8) days or more), (b) with respect to all Outstanding Series (including Series 2000-1), (i) the prompt and punctual payment of all amounts due and owing in respect of Loans sold, transferred, assigned or otherwise conveyed by the Sellers to the Company and by the Company to the Trust to the extent the related Obligor has failed to pay such amounts due and owing (or that would be due and owing but for the occurrence all obligations of an Insolvency Event with respect to such Obligor) for a period of eight (8) days or more, (ii) to the extent not timely paid, all fees, expenses and indemnifications of the Trustee and the Collateral Agent owed by the Company under the Pooling Agreement and the Security Agreement and owed by the Servicer under the Pooling Agreement and the Servicing AgreementLender Swap Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and (iii) that there will be a sufficient amount of each applicable Approved Currency available in each Series Collection Subaccount (and each Series Currency Collection Sub-subaccount) for the Trustee to make the distributions required pursuant to subsections 3A.05(a) and 3A.05(b) of each Series Supplement, (c) with respect to Series 2002-1, the prompt and punctual payment of all amounts due and owing by BLFC however arising under or in connection with the termination Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a Hedge Agreement entered into portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by BLFC operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and (dGuarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) with respect is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to Series 2003-the other provisions of this Section 1, upon the prompt failure of Company to pay any of the Guarantied Obligations when and punctual payment as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of all amounts due and owing by BFE in connection with the termination of a Hedge Agreement entered into by BFE. All payments by the Guarantor under this Guaranty (i) with respect to Letter of Credit ObligationsBeneficiaries, shall be made an amount equal to the Letter of Credit Agent for disbursement pro rata to the Letter of Credit Banks in accordance with their respective Letter of Credit Commitment Shares, (ii) with respect to the Reserve Account, shall be deposited in the Reserve Account for distribution in accordance with the Security Agreement, (iii) with respect to the Series 2000-1 VFC Certificate, shall be deposited in the Cash Collateral Account for distribution in accordance with the terms aggregate of the Security Agreement, (iv) with respect to Loans, shall be made to the Trustee for deposit in the Collection Account for distribution in accordance with the terms of the Pooling Agreement and each Supplement, (v) with respect to amounts due the Trustee and the Collateral Agent for payment of their fees, expenses and indemnities, directly to the Trustee and the Collateral Agent at their Notice Address, (vi) with respect to the amounts due under clause (b)(iii) above, shall be deposited in the applicable Series Collection Subaccount (or applicable Series Currency Collection Sub-subaccounts) for distribution in accordance with each Supplement, (vii) with respect to the amounts due under clause (c) above, shall be deposited in the Series 2002-1 Collection Subaccount (or applicable Series 2002-1 Currency Collection Subaccount) for distribution in accordance with the Series 2002-1 Supplement, and (viii) with respect to the amounts due under clause (d) above, shall be deposited in the Series 2003-1 Collection Subaccount (or applicable Series 2003-1 Currency Collection Subaccount) for distribution in accordance with the Series 2003-1 Supplementunpaid Guarantied Obligations.