Common use of Representations and Warranties of the Guarantor Clause in Contracts

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants that: (a) If not an individual, it is a general partnership, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, under the laws of the jurisdiction of its incorporation or formation and has all requisite power and authority to enter into this Guaranty and to carry out its obligations hereunder. (b) The execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action (other than a Guarantor who is an individual) and this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms. (c) If not an individual, it has the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified to do business in every jurisdiction in which the nature of its assets or the conduct of its business requires it to be so qualified. (d) Neither this Guaranty nor any other Loan Document to which the Guarantor is a party will violate any provision of law, rule or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency to which the Guarantor is subject, the organizational documents of the Guarantor, any provision of any agreement or instrument to which the Guarantor is a party or by which the Guarantor or any of the Guarantor's properties or assets are bound, or be in conflict with, result in a breach of, or constitute a default under (with or without notice or lapse of time), any such agreement or instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of the Guarantor. (e) No action or approval by or of and no filing or registration with any governmental or public body or authority, or any subdivision thereof, nor the consent of any other person or entity, nor any other legal formality is required in connection with the entering into, performance or enforcement of this Guaranty, except such as have been obtained or taken and with respect to which a copy or other satisfactory evidence thereof has been furnished to the Bank.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants thatas follows: (a) If not an individual, it is a general partnership, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, under the laws of the jurisdiction of its incorporation or formation and has all requisite power and authority to enter into this Guaranty and to carry out its obligations hereunder. (b) The execution, delivery delivery, and performance of this Guaranty by the Guarantor of this Amendment, and the performance by the Guarantor of the Guaranty, as amended by this Amendment, (i) are within the Guarantor's powers, (ii) have been duly authorized by all necessary action and (other than a Guarantor who is an individualiii) do not and this Guaranty constitutes will not (A) require any consent or approval on the legal, valid and binding obligation part of the Guarantor, enforceable against the Guarantor in accordance with its terms. (cB) If not an individual, it has the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified to do business in every jurisdiction in which the nature of its assets or the conduct of its business requires it to be so qualified. (d) Neither this Guaranty nor any other Loan Document to which the Guarantor is a party will violate any provision of the declaration of trust of the Guarantor or of law, rule (C) violate any legal restriction binding on or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency to which the Guarantor is subject, the organizational documents of affecting the Guarantor, (D) result in a breach of, or constitute a default under, any provision of indenture or loan or credit agreement or any agreement other agreement, lease or instrument to which the Guarantor is a party or by which it or its properties may be bound or affected, or (E) result in or require the creation of any Lien upon or with respect to any of its properties. (b) No Governmental Approval is required for the due execution, delivery, and performance by the Guarantor or any of this Amendment. (c) This Amendment and the Guaranty, as amended by this Amendment, are the legal, valid, and binding obligations of the Guarantor's properties or assets are boundGuarantor enforceable against the Guarantor in accordance with their respective terms; subject to the qualification, or be in conflict withhowever, result that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and the application of general principles of equity (regardless of whether considered in a breach of, proceeding in equity or constitute a default under (with or without notice or lapse of timeat law), any such agreement or instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets . This Amendment has been duly executed and delivered on behalf of the Guarantor. (d) The representations and warranties of the Guarantor set forth in Section 6 of the Guaranty are true and correct on and as of the date hereof, as though made on and as of such date. (e) No action event has occurred and is continuing that constitutes an Unmatured Default or approval by or an Event of and no filing or registration with any governmental or public body or authority, or any subdivision thereof, nor the consent of any other person or entity, nor any other legal formality is required in connection with the entering into, performance or enforcement of this Guaranty, except such as have been obtained or taken and with respect to which a copy or other satisfactory evidence thereof has been furnished to the BankDefault.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants that: (a) If not an individualIt has a financial interest in the Borrower and the assumption of its obligations and liabilities hereunder will result in substantial financial benefits to it; (b) It has received copies of all documents referred to herein or otherwise relating to the Note and the Loan Documents, and this Guaranty Agreement is its binding obligation and is fully enforceable against it in accordance with its terms; (c) There are (i) no provisions of any existing mortgage, indenture, contract or agreement binding on the Guarantor or affecting its property (other than any such agreements with the Lender), and (ii) to its knowledge no provision of law or order of court or of any administrative officer or administrative agency, binding upon it or its property, either of which would conflict with or in any way prevent the execution, delivery or performance of the terms of this Guaranty Agreement or which would be in default or breached as a result of such execution, delivery or performance; (d) To the Guarantor's knowledge, there has been no material adverse change in its financial position since the date of the Lender's Commitment (as defined in the Loan Agreement) and no such material adverse change is pending or threatened, except as otherwise disclosed to the Lender; (e) To the Guarantor's knowledge, there are no proceedings pending, or so far as the Guarantor knows, threatened, before any court or administrative agency or officer which will adversely affect its financial position; (f) The Guarantor is a general partnership, limited partnership, corporation, limited liability company or limited liability partnership corporation (as indicated on the signature page heretoi) duly organized or formed, as the case may be, validly existing in good standing under the laws of the jurisdiction State of Maryland, (ii) with the necessary power, authority and legal right to own its incorporation or formation property and has all requisite power carry on the business now being conducted by it and authority to enter into engage in the transactions contemplated by this Guaranty Agreement and to carry out its obligations hereunder. the Loan Documents, (biii) The execution, which has duly authorized the execution and delivery and performance of this Guaranty by Agreement, the Guarantor have been duly authorized by Loan Documents to which it is a party and the performance and observation of the terms, covenants, agreements and provisions thereof, and (iv) which will at all times perform all acts necessary action to maintain its legal existence and continue its authority to act in accordance with the representations contained in this paragraph; (other than a Guarantor who is an individualg) and this Guaranty constitutes the legalTo Guarantor's knowledge, valid and binding obligation all of the Guarantor, enforceable against 's representations and those of the Borrower made in obtaining the Loan the Letter of Credit Facility and the Working Capital Loan from the Lender are true and correct and not knowingly misleading and the Guarantor in accordance with its terms.agrees to indemnify the Lender from any loss or expense as a result of a breach of the foregoing warranty; and (ch) If The execution of this Guaranty Agreement will not an individual, it has cause the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified to do business in every jurisdiction in which the nature of its assets or the conduct of its business requires it Guarantor to be so qualified. (d) Neither this Guaranty nor in breach of, in violation of, or constitute a material default under, the provisions of any mortgage, deed of trust, indenture, lease or other Loan Document agreement to which the Guarantor is a party will violate any provision of law, rule or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency to which the Guarantor is subject, the organizational documents of the Guarantor, any provision of any agreement or instrument to which the Guarantor is a party or by which the Guarantor or any of the Guarantor's properties or assets are bound, or be in is bound and will not conflict with, result in a breach of, or constitute a default under (with or without notice or lapse of time), any such agreement or instrument, or result in the creation breach of, any permit, license, court judgment, decree order, statute, ordinance, rule or imposition regulation of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of the Guarantor. (e) No action or approval by or of and no filing or registration with any governmental or public body or authority, or any subdivision thereof, nor the consent of any other person or entity, nor any other legal formality is required in connection with the entering into, performance or enforcement of this Guaranty, except such as have been obtained or taken and with respect to which a copy Guarantor is subject or other satisfactory evidence thereof has been furnished to the Bankbound.

Representations and Warranties of the Guarantor. The To induce the Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Guarantor hereby represents and warrants to the Noteholders that: (a) If not an individualthis Amendment has been duly authorized, it is a general partnership, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, under the laws of the jurisdiction of its incorporation or formation executed and has all requisite power and authority to enter into this Guaranty and to carry out its obligations hereunder. (b) The execution, delivery and performance of this Guaranty delivered by the Guarantor have been duly authorized by all necessary action (other than a Guarantor who is an individual) and this Guaranty Amendment constitutes the a legal, valid and binding obligation of the Guarantor, Guarantor enforceable against the Guarantor in accordance with its terms., except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); EnergySouth, Inc. First Amendment to Guaranty (b) the Guaranty, as amended by this Amendment, constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) If the execution, delivery and performance by the Guarantor of this Amendment will not an individual(i) contravene, it has result in any breach of, or constitute a default under, or result in the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified to do business creation of any Lien in every jurisdiction in which respect of any property of the nature Guarantor under, any indenture, mortgage, deed of its assets trust, loan, purchase or the conduct of its business requires it to be so qualified. (d) Neither this Guaranty nor credit agreement, lease, charter or by-laws, or any other Loan Document to which the Guarantor is a party will violate any provision of law, rule or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency to which the Guarantor is subject, the organizational documents of the Guarantor, any provision of any agreement or instrument to which the Guarantor is a party bound or by which the Guarantor or any of the Guarantor's its properties may be bound or assets are boundaffected, (ii) conflict with or be in conflict with, result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor; (d) no consent, approval or authorization of, or constitute a default under (with registration, filing or without notice or lapse of time)declaration with, any such agreement or instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of the Guarantor. (e) No action or approval by or of and no filing or registration with any governmental or public body or authority, or any subdivision thereof, nor the consent of any other person or entity, nor any other legal formality Governmental Authority is required in connection with the entering intoexecution, delivery or performance or enforcement by the Guarantor of this GuarantyAmendment; (e) no Default or Event of Default has occurred which is continuing; and (f) since September 30, except such as have been obtained or taken and with respect to which a copy or other satisfactory evidence thereof 2007, there has been furnished no change in the financial condition, operations, business, properties or prospects of the Guarantor except changes that individually or in the aggregate could not reasonably be expected to the Bankhave a Material Adverse Effect.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants that: (a) If not an individual, it (i) is a general partnershipcorporation duly organized, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or formation and Florida, (ii) has all requisite full power and authority to enter into this Guaranty into, execute, deliver and to carry out perform its obligations hereunder. , (biii) The execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action (other than a Guarantor who is an individual) and this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms. (c) If not an individual, it has the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified and authorized to do business in every jurisdiction in which the nature of its assets business or its properties makes such qualification necessary, (iv) has duly authorized the conduct execution, delivery and performance of its business requires it to be so qualified. this Guaranty, and (dv) Neither this Guaranty nor is not in violation of any other Loan Document to which the Guarantor is a party will violate any provision of law, statute, regulation, ordinance, judgment, decree, order, rule or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency authority applicable to which it if such noncompliance would have a material adverse effect upon the Guarantor, this Guaranty, any of the transactions contemplated hereby, or the Guarantor's ability to perform its obligations hereunder; (b) this Guaranty has been duly executed and delivered on behalf of the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights of creditors generally, and except that the availability of equitable remedies is subjectsubject to applicable equitable principles; (c) the execution and delivery by the Guarantor of this Guaranty and the consummation of the transactions contemplated thereby do not, and the performance of the Guarantor's obligations hereunder will not (i) conflict with or result in a violation or breach of or a default under (a) the Articles of Incorporation, By-laws or similar organizational documents of the Guarantor, (b) any provision of agreement, lease, mortgage, indenture or any agreement other contract or instrument to which the Guarantor is a party or by which the Guarantor it or any of the Guarantor's properties or assets are its property is bound, or be in conflict with(c) any law, result in statute, ordinance, rule, regulation, writ, order, judgment or decree to which it is a breach ofparty or by which it or any of its property is bound, or constitute a default under nor (with or without notice or lapse of time), any such agreement or instrument, or ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its properties or assets of the Guarantor.assets; (ed) No action there are no actions, suits, restraining orders, injunctions, investigations, proceedings or approval inquiries at law or in equity, pending or threatened, by or of and no filing before any judicial, quasi-judicial, legislative or registration with any governmental or public body administrative court, agency or authority, or any subdivision arbitrator, nor to the best of its knowledge any basis for any of the foregoing, wherein an unfavorable determination, ruling or finding would materially adversely affect the validity or enforceability of the Guaranty, or any of the transactions contemplated hereby, or the business, financial condition or assets of Guarantor; (e) the assumption by Guarantor of its obligations hereunder will result in direct financial benefit to Guarantor; and (f) the Borrower shall make full and prompt payment of the principal, interest, premiums, penalties and late charges, if any, and other amounts required to be paid by Borrower pursuant to each Note, Agreement and/or Mortgage1 and all renewals, replacements, extensions and/or modifications thereof, nor when and as the consent of same shall become due, whether at the stated maturity thereof, by acceleration or otherwise, and the Borrower shall fully and promptly perform all other obligations, if any, required to be performed by the Borrower pursuant to each Note, Agreement and/or Mortgage, and all renewals, replacements, extensions and/or modifications thereof, when the same shall become due, including any such amounts thereafter paid by the Bank to any trustee, receiver or any other person pursuant to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or entityconveyance or similar statute, nor any other legal formality is required in connection with the entering into, performance common law or enforcement of this Guaranty, except such as have been obtained or taken and with respect to which a copy or other satisfactory evidence thereof has been furnished to the Bankequitable doctrine.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Security Trustee that: (a) If not an individual, it The Guarantor is a general partnership, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) corporation duly organized or formed, as the case may be, and validly existing in good standing under the laws of the State of Nevada, is qualified to do business in each jurisdiction of where the failure to be so qualified could have a materially adverse effect on the Guarantor's business, operations or condition (financial or otherwise) or on its incorporation or formation and has all requisite power and authority ability to enter into this Guaranty and to carry out perform its obligations hereunder, and has the corporate power and authority, and all licenses, rights, permits, certificates, franchises and other privileges, necessary to carry on its business as presently conducted and to perform its obligations under this Agreement. (b) The execution, delivery and performance of this Guaranty by the Guarantor have of this Agreement has been duly authorized by all necessary corporate action on the part of the Guarantor, does not require any approval of the shareholders of the Guarantor, and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by the Guarantor with any, nor the Guarantor's performance of all, of the terms and provisions hereof will contravene or has contravened any judgment or order applicable to or binding on it or any applicable law or conflict with, result in any breach of, or constitute any default under, its organizational documents or conflict with, result in the creation of a lien under, or require the consent of any trustee or creditor pursuant to, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, bank loan or credit agreement or other agreement or instrument to which the Guarantor is a party or by which it or any of its assets may be bound. (other than a Guarantor who is an individualc) This Agreement has been duly executed and this Guaranty delivered by the Guarantor, and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms. the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (c) If not an individual, it has the power and authority to own its properties and assets and to conduct its business as now being conducted and regardless of whether such enforceability is duly qualified to do business considered in every jurisdiction a proceeding in which the nature of its assets equity or the conduct of its business requires it to be so qualified.at law). 24007447915-v4 - 3 - 80-41061491 (d) Neither this Guaranty nor any other Loan Document to which the Guarantor is a party will violate any provision of lawThere are no actions, rule suits or regulation proceedings pending or, to the Guarantor's best knowledge or any order of any court or other governmental agency to which the Guarantor is subject, the organizational documents of the Guarantor, any provision of any agreement or instrument to which the Guarantor is a party or by which the Guarantor or any of the Guarantor's properties knowledge after due inquiry, threatened in any court or assets are boundbefore any regulatory commission, board or be in conflict with, result in administrative or other Governmental Authority against or affecting the Guarantor which could have a breach of, materially adverse effect on its ability to enter into or constitute a default perform its obligations under this Agreement or on the condition (with financial or without notice or lapse of timeotherwise), any such agreement operations, business or instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets prospects of the Guarantor. (e) No action The Guarantor is in material compliance with all applicable laws in all applicable jurisdictions, the violation of which could have a material adverse effect on the properties, business, prospects, profits or approval condition of the Guarantor. (f) The Guarantor is solvent and will not be rendered insolvent by the consummation of the transactions contemplated by the Basic Documents, including, without limitation, this Agreement; after such consummation, the capital of the Guarantor will not be unreasonably small for the conduct of the business in which the Guarantor is engaged or is about to engage; the Guarantor has no intention or belief that it is about to incur debts beyond its ability to pay as they mature; and the Guarantor's participation in such transactions is made without any intent to hinder, delay or defraud either present or future creditors of the Guarantor, and no filing none of the transactions contemplated by the Basic Documents to which the Guarantor is a party is void or registration with any governmental or public body or authority, or any subdivision thereof, nor voidable at the consent behest of any other person creditor of the Guarantor. (g) The financial statements of the Guarantor for the fiscal year ending December 31, 2022 and the fiscal quarter ending June 30, 2023 (i) were prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or entityas permitted by Form 10-Q in the case of interim unaudited consolidated financial statements) and (ii) fairly represent in all material respects the consolidated financial condition and operations of the Guarantor as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated therein. (h) Since December 31, nor any other legal formality 2022, there has been no material adverse change in the financial condition or prospects of the Guarantor. (i) Both the Borrower and the Lessee are wholly-owned consolidated Subsidiaries of the Guarantor. (j) It is required in connection with the entering into, performance or enforcement best interests of the Guarantor to execute this Guaranty, except inasmuch as the Guarantor will derive substantial direct and indirect benefits from the Loans made by the Lenders and the Guarantor agrees that the Lenders are relying on this representation in agreeing to make such as have been obtained or taken and with respect to which a copy or other satisfactory evidence thereof has been furnished to the BankLoans.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Sellers that: (a) If not an individual, it is a general partnershipduly organized, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, validly existing and in good standing under the laws Laws of the its jurisdiction of its incorporation or formation and has all requisite power and authority to enter into this Guaranty and to carry out its obligations hereunder. (b) . The executionGuarantor is duly licensed and qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the Guarantor’s ability to perform its obligations under this Guaranty. The execution and delivery and performance of this Guaranty by the Guarantor and the performance by the Guarantor of its obligations hereunder have been duly authorized by all necessary requisite action on the part of the Guarantor and its stockholders or members, as applicable; (other than a b) this Guaranty has been duly executed and delivered by the Guarantor who is an individual) and, assuming due and valid authorization, execution and delivery by the Sellers, this Guaranty constitutes the a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms., except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought; (c) If not an individualthe execution, it has delivery and performance by the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified to do business in every jurisdiction in which the nature Guarantor of its assets or the conduct of its business requires it to be so qualified. (d) Neither this Guaranty nor does not and will not: (i) violate, conflict with or result in any other Loan Document to which the Guarantor is a party will violate breach of any provision of law, rule the certificate of incorporation or regulation to the Guarantor's best knowledge bylaws (or any order of any court or other governmental agency to which the Guarantor is subject, the similar organizational documents documents) of the Guarantor, (ii) except for any provision required filings for the Regulatory Approval and the Antitrust Approval and with the SEC and the FCC, require the Guarantor to make any filing with, obtain any permit, authorization, consent or approval from, or provide any notification to, any Governmental Entity, (iii) result in a violation or breach of, or, with or without due notice or lapse of time or both, constitute a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Guarantor is a party or by which the Guarantor Guarantor’s shares or any of the Guarantor's properties or assets are may be bound, or (iv) violate any Law or Governmental Order applicable to the Guarantor; (d) the Guarantor has and will have at all times on or immediately prior to the payment in full of any and all payments required to be made by it hereunder (and payment in conflict with, result in a breach of, or constitute a default full of the payment obligations of the Primary Obligors under (with i) the SPA, (ii) the Transition Services MOU and (iii) the Drag Waiver MOU, sufficient cash on hand or other sources of funds immediately available without notice or lapse of timeconditions, to enable the Guarantor to pay and perform its obligations under this Guaranty, including to pay (i) the Purchase Price, (ii) the Transition Services Availability Payment (as such term is defined in the Transition Services MOU), any (iii) the Waiver and Amendment Fee (as such agreement or instrument, or result term is defined in the creation or imposition Drag Waiver MOU) and (iv) the Dividend Adjustment Amount, if any, in each case, in full in immediately available funds in US Dollars outside of any lienArgentina on the date on which it is required to be paid, charge or encumbrance and to pay all related fees and expenses related to the transactions contemplated by the SPA and each other Transaction Document, as applicable. The Guarantor does not need additional financing in connection with the payment and performance of any nature whatsoever upon any properties or assets of the Guarantor.its obligations under this Guaranty; (e) No action none of the assets of the Guarantor or approval any Affiliate of the Guarantor has been reported as blocked assets to OFAC, pursuant to the OFAC reporting requirements (31 C.F.R. Section 501.603). Neither the Guarantor nor any Affiliates of the Guarantor is an OFAC Listed Person or is a department, agency or instrumentality of, or is otherwise controlled by or acting on or behalf of, directly or indirectly, a Blocked Person. None of the funds with which the Guarantor will pay and no filing or registration with any governmental or public body or authority, perform its obligations under this Guaranty or any subdivision thereofother amounts pursuant to the Transaction Documents constitute or will constitute funds obtained from or on behalf of any OFAC Listed Person or any Blocked Person; and (f) the Guarantor, nor in providing this Guaranty, is not relying on any explicit or implicit representations by the consent of Sellers, their Affiliates, the Primary Obligors or any other person or entitypersons, nor any other legal formality is required whether oral or in connection with the entering into, performance or enforcement of this Guaranty, except such as have been obtained or taken and with respect to which a copy or other satisfactory evidence thereof has been furnished to the Bankwriting.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants thatas follows: (a) If not an individual, it The Guarantor is a general partnershipPerson duly organized, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has all requisite power and authority to enter into this Guaranty and to carry out its obligations hereunderformation. (b) The execution, delivery and performance of this Guaranty by the Guarantor of each Loan Document to which it is a party and to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Guarantor's corporate or other powers, have been duly authorized by all necessary corporate or other action, and do not contravene (i) the Guarantor's charter or code of regulations or comparable organizational documents or (ii) any applicable law or any contractual restriction in any material contract or, to the knowledge of the chief financial officer of the Guarantor, any other contract the breach of which would limit the ability of the Guarantor to perform its obligations under any Loan Document, binding on or affecting the Guarantor. (c) No authorization or approval or other action (by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Guarantor of any Loan Document to which it is a party and to be delivered by it or for the consummation of the transactions contemplated hereby, other than authorizations, approvals, actions, notices or filings (i) that have been duly obtained, taken, given or made and are in full force and effect or (ii) as to which the failure to obtain, take, give or make would not reasonably be likely to result in a Guarantor who Material Adverse Effect. (d) This Agreement has been duly executed and delivered by the Guarantor. This Agreement is an individual) and this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, Guarantor enforceable against the Guarantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or law). (ce) If not The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2004, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an individualopinion of Deloitte & Touche LLP, it independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at June 30, 2005, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of the Guarantor, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at June 30, 2005, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied. Since December 31, 2004, there has the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified to do business in every jurisdiction in which the nature of its assets or the conduct of its business requires it to be so qualifiedbeen no Material Adverse Change. (df) Neither this Guaranty nor any other Loan Document to which the Guarantor There is a party will violate any provision of lawno pending or, rule or regulation to the Guarantor's best knowledge knowledge, threatened action, suit, investigation, litigation or any order of any court or other governmental agency to which the Guarantor is subjectproceeding, the organizational documents of the Guarantorincluding, without limitation, any provision of any agreement or instrument to which the Guarantor is a party or by which Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect (other than the Guarantor's properties Disclosed Litigation) or assets are bound(ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status, or be in conflict withfinancial effect on the Guarantor or any of its Subsidiaries, result in a breach of, or constitute a default under (with or without notice or lapse of time), any such agreement or instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of the GuarantorDisclosed Litigation from that described on Schedule 3.01(b) hereto. (eg) No action Any information, exhibit or approval report that has been or will hereafter be furnished by or on behalf of and no filing or registration with any governmental or public body or authority, the Guarantor to the Agent or any subdivision thereof, nor the consent of any other person or entity, nor any other legal formality is required Lender in connection with the entering into, performance or enforcement negotiation and syndication of this GuarantyAgreement or pursuant to the terms of this Agreement is and will be when furnished, except taken as a whole, complete and correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made. (h) The Guarantor is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (i) The Guarantor is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as have been obtained or taken amended. (j) The Guarantor is, individually and together with its Subsidiaries, Solvent. "Solvent" means, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which a copy such Person's property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or other satisfactory evidence thereof has been furnished to the Bankmatured liability.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants that: (a) If not an individual, it is a general partnership, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, under the laws of the jurisdiction of its incorporation or formation and has all requisite power and authority to enter into this Guaranty and to carry out its obligations hereunderhereunder . (b) The execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action (other than a Guarantor who is an individual) and this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms. (c) If not an individual, it has the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified to do business in every jurisdiction in which the nature of its assets or the conduct of its business requires it to be so qualified. (d) Neither this Guaranty nor any other Loan Document to which the Guarantor is a party will violate any provision of law, rule or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency to which the Guarantor is subject, the organizational documents of the Guarantor, any provision of any agreement or instrument to which the Guarantor is a party or by which the Guarantor or any of the Guarantor's properties or assets are bound, or be in conflict with, result in a breach of, or constitute a default under (with or without notice or lapse of time), any such agreement or instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of the Guarantor. (e) No action or approval by or of and no filing or registration with any governmental or public body or authority, or any subdivision thereof, nor the consent of any other person or entity, nor any other legal formality is required in connection with the entering into, performance or enforcement of this Guaranty, except such as have been obtained or taken and with respect to which a copy or other satisfactory evidence thereof has been furnished to the Bank.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Guaranteed Parties that: (a) If not an individual, it It (a) is a general partnership, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or formation and organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to enter into this Guaranty (i) own its assets and to carry out on its business and (ii) execute, deliver and perform its obligations hereunderunder the Loan Documents to which it is a party and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership of its assets or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance of this Guaranty by the Guarantor of this Guaranty, have been duly authorized by all necessary action corporate or other organizational action, and do not and will not (a) contravene the terms of any of its Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a any Lien arising under any Loan Document) under, or require any payment to be made under (i) any material Contractual Obligation that is binding on the Guarantor who or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Guarantor or its property is an individualsubject; or (c) and violate any Law to which the Guarantor is subject. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person that has not been obtained or made is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Guarantor of this Guaranty or any other Loan Document. (d) This Guaranty has been duly executed and delivered by the Guarantor. This Guaranty constitutes the a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms. , subject to general principles of equity (cregardless of whether considered in a proceeding in equity or at law) If not an individual, it has the power and authority to own its properties and assets and to conduct its business as now being conducted applicable bankruptcy, insolvency and is duly qualified to do business in every jurisdiction in which similar laws affecting the nature enforcement of its assets or the conduct of its business requires it to be so qualified. (d) Neither this Guaranty nor any other Loan Document to which the Guarantor is a party will violate any provision of law, rule or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency to which the Guarantor is subject, the organizational documents of the Guarantor, any provision of any agreement or instrument to which the Guarantor is a party or by which the Guarantor or any of the Guarantor's properties or assets are bound, or be in conflict with, result in a breach of, or constitute a default under (with or without notice or lapse of time), any such agreement or instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any properties or assets of the Guarantorcreditors’ rights generally. (e) No action written report, financial statement, certificate or approval other written information furnished by or on behalf of and no filing or registration with any governmental or public body or authority, or any subdivision thereof, nor the consent of any other person or entity, nor any other legal formality is required Guarantor to the Guaranteed Parties in connection with the entering into, performance or enforcement transactions contemplated hereby and the negotiation of this GuarantyGuaranty or delivered hereunder or under any other Loan Document (in each case taken as a whole as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, except (taken as a whole with other such as have been obtained statements theretofore or taken and contemporaneously furnished) in light of the circumstances under which they were made, not materially misleading; provided that, with respect to which a copy projected financial information, the Guarantor represents only that such information was prepared in good faith based upon assumptions that the Guarantor believed were reasonable at the time of preparation thereof, it being understood by the Guaranteed Parties that such projections as to future events are not to be viewed as facts and that actual results during the period or other satisfactory evidence thereof has been furnished to periods covered by such projections may differ from the Bankprojected results.

Representations and Warranties of the Guarantor. The Guarantor does hereby represents represent and warrants thatwarrant as follows: (a) If not an individual, it The Guarantor is a general partnership, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) corporation duly organized or formed, as the case may be, and validly existing under the laws of the jurisdiction State of its incorporation or formation and Delaware, has all requisite the corporate power and authority to enter into own its property and assets, to carry on its business as now being conducted by it and to execute, deliver and perform this Guaranty and to carry out its obligations hereunderAgreement. (b) The execution, delivery and performance by the Guarantor of this Guaranty Agreement and the consummation of the transactions herein contemplated by the Guarantor have been duly authorized by all necessary requisite corporate action (other than a Guarantor who is an individual) and this Guaranty constitutes on the legal, valid and binding obligation part of the Guarantor, enforceable against the Guarantor in accordance with its terms. and will not violate (ci) If not an individual, it has the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified to do business in every jurisdiction in which the nature of its assets or the conduct of its business requires it to be so qualified. (d) Neither this Guaranty nor any other Loan Document to which the Guarantor is a party will violate any applicable provision of law, rule or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency to which of government having jurisdiction thereover, (ii) the Guarantor is subject, the organizational documents articles of incorporation or by-laws of the Guarantor, or (iii) any provision of any indenture, agreement or other instrument to which the Guarantor is a party or by which the Guarantor it or any of the Guarantor's properties or assets are its property is bound, or be in conflict with, with or result in a breach of, of or constitute (with due notice and/or lapse of time) a default under (with or without notice or lapse of time), any such indenture, agreement or instrumentother instrument which violation, conflict, breach or result in default would have a material adverse effect upon the creation worldwide affairs, assets, properties, business or imposition of any liencondition, charge financial or encumbrance of any nature whatsoever upon any properties or assets otherwise, of the Guarantor. (ec) No This Guaranty Agreement constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general equitable principles. (d) There is no action or approval proceeding pending or to the best knowledge of the Guarantor threatened by or of and no filing against the Guarantor by or registration with before any governmental court or public body administrative agency that would materially adversely affect the legality, validity or authorityenforceability of, or any subdivision thereofthe ability of the Guarantor to perform its obligations under this Guaranty Agreement and all authorizations, nor consents and approvals of governmental bodies or agencies required to be obtained by the consent Guarantor as of any other person or entity, nor any other legal formality is required the date hereof in connection with the entering into, performance or enforcement execution and delivery of this Guaranty, except such as Guaranty Agreement or in connection with the performance of the obligations of the Guarantor hereunder have been obtained or taken and with respect to which obtained. (e) The assumption by the Guarantor of its obligations under this Guaranty Agreement will result in a copy or other satisfactory evidence thereof has been furnished direct financial benefit to the BankGuarantor, as the corporate parent of the Borrower.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants that: (a) If not an individual, it (i) is a general partnershipcorporation duly organized, limited partnership, corporation, limited liability company or limited liability partnership (as indicated on the signature page hereto) duly organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or formation and Florida, (ii) has all requisite full power and authority to enter into this Guaranty into, execute, deliver and to carry out perform its obligations hereunder. , (biii) The execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action (other than a Guarantor who is an individual) and this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms. (c) If not an individual, it has the power and authority to own its properties and assets and to conduct its business as now being conducted and is duly qualified and authorized to do business in every jurisdiction in which the nature of its assets business or its properties makes such qualification necessary, (iv) has duly authorized the conduct execution, delivery and performance of its business requires it to be so qualified. this Guaranty, and (dv) Neither this Guaranty nor is not in violation of any other Loan Document to which the Guarantor is a party will violate any provision of law, statute, regulation, ordinance, judgment, decree, order, rule or regulation to the Guarantor's best knowledge or any order of any court or other governmental agency authority applicable to which it if such noncompliance would have a material adverse effect upon the Guarantor, this Guaranty, any of the transactions contemplated hereby, or the Guarantor's ability to perform its obligations hereunder; (b) this Guaranty has been duly executed and delivered on behalf of the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights of creditors generally, and except that the availability of equitable remedies is subjectsubject to applicable equitable principles; (c) the execution and delivery by the Guarantor of this Guaranty and the consummation of the transactions contemplated thereby do not, and the performance of the Guarantor's obligations hereunder will not (i) conflict with or result in a violation or breach of or a default under (a) the Articles of Incorporation, By-laws or similar organizational documents of the Guarantor, (b) any provision of agreement, lease, mortgage, indenture or any agreement other contract or instrument to which the Guarantor is a party or by which the Guarantor it or any of the Guarantor's properties or assets are its property is bound, or be in conflict with(c) any law, result in statute, ordinance, rule, regulation, writ, order, judgment or decree to which it is a breach ofparty or by which it or any of its property is bound, or constitute a default under nor (with or without notice or lapse of time), any such agreement or instrument, or ii) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its properties or assets of the Guarantor.assets; (ed) No action there are no actions, suits, restraining orders, injunctions, investigations, proceedings or approval inquiries at law or in equity, pending or threatened, by or of and no filing before any judicial, quasi-judicial, legislative or registration with any governmental or public body administrative court, agency or authority, or any subdivision arbitrator, nor to the best of its knowledge any basis for any of the foregoing, wherein an unfavorable determination, ruling or finding would materially adversely affect the validity or enforceability of the Guaranty, or any of the transactions contemplated hereby, or the business, financial condition or assets of Guarantor; (e) the assumption by Guarantor of its obligations hereunder will result in direct financial benefit to Guarantor; and (f) the Borrower shall make full and prompt payment of the principal, interest, premiums, penalties and late charges, if any, and other amounts required to be paid by Borrower pursuant to each Note, Agreement and/or Mortgage, and all renewals, replacements, extensions and/or modifications thereof, nor when and as the consent of same shall become due, whether at the stated maturity thereof, by acceleration or otherwise, and the Borrower shall fully and promptly perform all other obligations, if any, required to be performed by the Borrower pursuant to each Note, Agreement and/or Mortgage, and all renewals, replacements, extensions and/or modifications thereof, when the same shall become due, including any such amounts thereafter paid by the Bank to any trustee, receiver or any other person pursuant to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or entityconveyance or similar statute, nor any other legal formality is required in connection with the entering into, performance common law or enforcement of this Guaranty, except such as have been obtained or taken and with respect to which a copy or other satisfactory evidence thereof has been furnished to the Bankequitable doctrine.