(III) WITH
RESPECT TO FEES, EXPENSES AND INDEMNIFICATIONS OWED TO THE ADMINISTRATIVE AGENT,
SHALL BE MADE TO THE ADMINISTRATIVE AGENT. THIS GUARANTY SHALL REMAIN IN FULL
FORCE AND EFFECT UNTIL THE GUARANTY OBLIGATIONS ARE PAID IN FULL AND THE
COMMITMENTS ARE TERMINATED, NOTWITHSTANDING THAT FROM TIME TO TIME PRIOR THERETO
BLFC MAY BE FREE FROM ANY PAYMENT OBLIGATIONS UNDER THE LOAN DOCUMENTS.
SECTION 3.
GUARANTY ABSOLUTE. THE GUARANTOR GUARANTEES THAT
THE GUARANTY OBLIGATIONS WILL BE PAID, REGARDLESS OF ANY APPLICABLE LAW,
REGULATION OR ORDER NOW OR HEREINAFTER IN EFFECT IN ANY JURISDICTION AFFECTING
ANY OF SUCH TERMS OR THE RIGHTS OF THE ADMINISTRATIVE AGENT OR ANY LENDER WITH
RESPECT THERETO. THE LIABILITY OF THE GUARANTOR UNDER THIS GUARANTY SHALL BE
ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF
OR DEFECT OR DEFICIENCY IN THE CREDIT AGREEMENT, ANY TRANSACTION DOCUMENT OR
LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH
OR PURSUANT THERETO;
(B)
ANY CHANGE IN THE TIME, MANNER, TERMS OR
PLACE OF PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY OF THE GUARANTY
OBLIGATIONS, OR ANY OTHER AMENDMENT OR WAIVER OF OR ANY CONSENT TO DEPARTURE
FROM THE CREDIT AGREEMENT, ANY TRANSACTION DOCUMENT OR LOAN DOCUMENT OR ANY
OTHER AGREEMENT OR INSTRUMENT RELATING THERETO OR EXECUTED IN CONNECTION
THEREWITH OR PURSUANT THERETO;
(C)
ANY SALE, EXCHANGE OR NON-PERFECTION OF ANY
PROPERTY STANDING AS SECURITY FOR THE LIABILITIES HEREBY GUARANTEED OR ANY
LIABILITIES INCURRED DIRECTLY OR INDIRECTLY HEREUNDER OR ANY SETOFF AGAINST ANY
OF SAID LIABILITIES, OR ANY RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT TO
DEPARTURE FROM ANY OTHER GUARANTY, FOR ALL OR ANY OF THE GUARANTY OBLIGATIONS;
(D)
THE FAILURE OF THE ADMINISTRATIVE AGENT OR A
LENDER TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY RIGHT OR REMEDY AGAINST
BLFC OR ANY OTHER PERSON HEREUNDER OR UNDER THE CREDIT AGREEMENT OR ANY
TRANSACTION DOCUMENT OR ANY LOAN DOCUMENT;
(E)
ANY FAILURE BY BLFC IN THE PERFORMANCE OF
ANY OBLIGATION WITH RESPECT TO THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT;
(F)
ANY BANKRUPTCY OF BLFC;
(G)
ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE
CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, THE GUARANTOR, BLFC OR ANY
OTHER PERSON (INCLUDING ANY OTHER GUARANTOR) THAT IS A PARTY TO ANY DOCUMENT OR
INSTRUMENT EXECUTED IN RESPECT OF THE GUARANTY OBLIGATIONS; OR
2
(H)
ANY LIMITATION OF BLFC'S OBLIGATIONS
PURSUANT TO SUBSECTION 8.16(B) OF THE CREDIT AGREEMENT.
The obligations of the Guarantor under this Guaranty shall not be affected by
the amount of credit extended to BLFC, any repayment by BLFC to the
Administrative Agent or the Lenders (in each case, other than the full and final
payment of all of the Guaranty Obligations), allocation by the Administrative
Agent or the Lenders of any repayment, any compromise or discharge of the
Guaranty Obligations, any application, release or substitution of collateral or
other security therefore, release of any guarantor, surety or other person
obligated in connection with