Common use of GUARANTEE AND INDEMNITY Clause in Contracts

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by an Affiliate or other third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by a third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 indemnify and keep the Beneficiary indemnified against all 'properly incurred, legally enforceable and reasonably mitigated losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes unconditionally, guarantees to the Beneficiary that, upon first demand by Trustee the Beneficiary it shall, at the cost and expense punctual discharge of the Guarantor: fully, punctually and specifically perform such Guaranteed Certificate Obligations as if it were itself a direct and primary obligor up to the Beneficiary in respect of the Guaranteed Obligations and liable Amount. 2.2 The Guarantor as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; principal obligor and as a separate and independent obligation and liability, from its obligation under Clause 2.1 agrees to indemnify and keep indemnified the Beneficiary indemnified Trustee on demand, without any further legal notice, procedure or order being required (but subject to Clause 3.5), from and against any and all direct losses, damages, costs and expenses suffered or incurred by the Trustee arising out of, or in connection with, any failure of the Obligor to make any payment under the Certificate Obligations up to the Guaranteed Amount. 2.3 The Guarantor irrevocably and unconditionally, in favour of the Trustee, undertakes that if, on a day falling three Business Days prior to a Periodic Distribution Date, there is a shortfall between the Periodic Distribution Amounts due on the immediately following Periodic Distribution Date and Sales Proceeds received in respect of the Trust Assets, such that the Trustee would be unable to pay Periodic Distribution Amounts (including VAT thereonany additional amounts payable under Condition 9 (Taxation)) due to Certificateholders on such Periodic Distribution Date in full, the Guarantor shall, as an independent and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save thatprimary obligation, subject to Clause 3.5, immediately pay to such Trustee the other provisions amount of this Deed such shortfall in the manner and currency prescribed by the Conditions for payment by such Trustee in respect of GuaranteeCertificates, this shall provided that the aggregate amounts recoverable by the Trustee do not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under exceed the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveAmount. 2.4 For the avoidance of doubt, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation maximum amount guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that and which may be called under this Guarantee and the Guarantor's ’s maximum liability to the Trustee in connection with this Guarantee and in relation to the Certificate Obligations shall be at no greater than time exceed the Supplier's liability would Guaranteed Amount as defined in this Guarantee. The Trustee hereby disclaims any right it may have been if in relation to, and undertakes not to claim, any amounts exceeding the obligation guaranteed had Guaranteed Amount. The Trustee hereby agrees and acknowledges that it has no recourse to and is not become unenforceablebeing granted a lien, invalid pledge or illegalencumbrance of any kind whatsoever over the Guarantor’s ownership interest in VMK. In the event an amount up to the Guaranteed Amount is called by the Trustee in connection with this Guarantee, then the Guarantor shall settle such amounts in cash. 2.5 This Guarantee shall take effect as a deed for the benefit of the Trustee (which holds the benefit of this Guarantee for the benefit of the Certificateholders from time to time).

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The 11.1 In consideration of the Lenders entering into this agreement, the Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that Lenders that, whenever the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at Borrower does not discharge any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time and when they fall due, the Supplier Guarantor shall fail on demand make all payments to perform any of the Lenders necessary to discharge the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of . 11.2 If the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by are, or become, unenforceable, invalid or illegal, the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, agrees to indemnify and keep indemnified the Beneficiary indemnified Lenders in full and on demand from and against all and any losses, costs, claims, liabilities, damages, costs demands, and expenses (including VAT thereonsuffered or incurred by such Lender arising out of, and includingor in connection with, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) failure of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Borrower to perform or discharge the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed Obligations. 11.3 The Guarantor as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes clause 11.1 agrees to indemnify and keep indemnified the Beneficiary indemnified Lenders in full and on demand from and against all and any losses, costs claims, liabilities, damages, demands, and expenses suffered or incurred by the such Lender arising out of, or in connection with, any failure of the Borrower to perform or discharge the Guaranteed Obligations except where the Borrower’s failure to perform or discharge the Guaranteed Obligations results from such Lender’s failure to comply with its obligations under this agreement or the Borrower contesting any payment or part of a payment in good faith. 11.4 This guarantee is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable under this agreement, irrespective of any intermediate payment or discharge in full or in part of the Guaranteed Obligations. 11.5 The liability of the Guarantor under clause 11.1 shall not be reduced, discharged or otherwise adversely affected by: 11.5.1 any act, omission, matter or thing which would not have discharged or affected the liability of the Guarantor had it been a principal debtor instead of a guarantor; 11.5.2 any variation, extension, discharge, compromise, dealing with, exchange or renewal of any right or remedy which any Lender may now or after the date of this guarantee have from or against any of the Borrower and any other person in connection with the Guaranteed Obligations; 11.5.3 any act or omission by any Lender or any other person in taking up, perfecting or enforcing any Security, indemnity, or guarantee from or against the Borrower or any other person; 11.5.4 any termination, amendment, variation, novation, replacement or supplement of or to any of the Guaranteed Obligations including, without limitation, any change in the purpose of, any increase in or extension of the Guaranteed Obligations and any addition of new Guaranteed Obligations; 11.5.5 any grant of time, indulgence, waiver or concession to the Borrower or any other person; 11.5.6 the insolvency, bankruptcy, liquidation, administration or winding up, or any incapacity, limitation, disability, discharge by operation of law or change in the constitution, name or style, of the Borrower, any Lender or any other person; 11.5.7 any invalidity, illegality, unenforceability, irregularity or frustration of any actual or purported obligation of, or Security held from, the Borrower or any other person in connection with the Guaranteed Obligations; 11.5.8 any claim or enforcement of payment from the Borrower or any other person; 11.5.9 any other act or omission except an express written release by deed of the Guarantor by any Lender; or 11.5.10 anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Guarantor or otherwise reduce or extinguish its liability under clause 11.1. 11.6 The Guarantor waives any right it may have to require a Lender (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from the Guarantor under this clause 11. 11.7 The Guarantor shall on a full indemnity basis pay to the Lenders on demand the amount of all costs and expenses (including VAT thereon, legal and including, without limitation, all legal out-of-pocket expenses and any value added tax on those costs and expenses)) which such Lender incurs in connection with: 11.7.1 the preservation, or exercise and enforcement, of whatever natureany rights under or in connection with this clause 11 or any attempt so to do; and 11.7.2 any discharge or release of the obligations set out in this clause 11. 11.8 Until all amounts which may be or become payable by the Borrower under this agreement have been irrevocably paid in full, and unless the RFA Lenders otherwise both approve in writing, the Guarantor shall not exercise any security or other rights which it may have by reason of performance by it of its obligations under this clause 11, whether arising such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise. 11.9 The rights of the Lenders under statute, contract or at common law, this clause 11 shall be in addition to and independent of all other security which such Beneficiary Lender may suffer or incur if any obligation guaranteed hold from time to time in respect of the discharge and performance by the Guarantor is or becomes unenforceable, invalid or illegal as if Borrower of the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalGuaranteed Obligations.

GUARANTEE AND INDEMNITY. 2.1. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier Contractor will duly and punctually performs perform all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Contractor to the Beneficiary. 2.2. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Contractor to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. 2.3. If at any time the Supplier Contractor shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1. fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2. indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Contractor to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier Contractor under the Guaranteed Agreement. 2.4. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the SupplierContractor's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor (a) Notwithstanding anything to the contrary in this Agreement, any guarantee, indemnity or other assurance against loss in favour of any Hedge Counterparty under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties) shall only apply and take effect on and from such time as a Debtor provides a guarantee, indemnity or other assurance against loss to another Senior Secured Creditor (other than a Hedge Counterparty) under or pursuant to a Secured Debt Document. (b) Each Debtor irrevocably and unconditionally jointly and severally: (i) guarantees and to each Hedge Counterparty punctual performance by each other Debtor of all that Debtor’s payment obligations under the Hedging Agreements; (ii) undertakes to the Beneficiary to procure with each Hedge Counterparty that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to whenever another Debtor does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations any Hedging Agreement, that Debtor shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses and (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together iii) agrees with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur each Hedge Counterparty that if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal illegal, it will, as if an independent and primary obligation, indemnify that Hedge Counterparty immediately on demand against any cost, loss or liability it incurs as a result of a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Hedging Agreement on the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability date when it would have been due. The amount payable by a Debtor under this indemnity will not exceed the amount it would have had to pay under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties) if the obligation guaranteed amount claimed had not become unenforceable, invalid or illegalbeen recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally unconditionally: 2.1.1 guarantees the due and punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents; 2.1.2 undertakes to as primary obligor and not as surety only that whenever the Beneficiary to procure that the Supplier duly and punctually performs all Borrower does not pay any part of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary Outstanding Indebtedness when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed ObligationsFinance Document, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first Guarantor shall immediately on demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor Security Trustee pay that amount to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the BeneficiarySecurity Trustee; and and 2.1.3 agrees, as a separate and independent obligation and liabilitystipulation, indemnify and keep that if any amounts intended to be guaranteed hereby are not recoverable on the Beneficiary indemnified against all lossesfooting of a guarantee, damages, costs and expenses (including VAT thereon, and including, without whether by reason of any legal limitation, all court costs and all legal fees disability or incapacity on a solicitor and own client basisor of the Borrower or any other fact or circumstance, together with whether or not known to any disbursements,) of whatever nature which may result Bank or which the Guarantor, then such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this amounts shall not nevertheless be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability recoverable from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably sole or principal debtor by way of indemnity and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed shall be payable by the Guarantor is to the Security Trustee on demand. 2.2 If the Guarantor fails to pay on the due date any sum (whether of principal, interest or becomes unenforceableotherwise) due under this Guarantee, invalid or illegal interest will accrue, and become payable by it upon the Security Trustee’s demand, upon the sum unpaid from and including the date upon which it fell due for payment until the date of actual payment (as if well after as before judgment) at the obligation guaranteed had not become unenforceable, invalid or illegal provided that rate per annum determined by the Guarantor's liability shall Agent to be no greater 2% higher than the Supplier's liability rate which would have been payable if the obligation guaranteed had overdue amount had, during the period of non-payment, constituted part of the Loan for successive periods, each of a duration selected by the Agent (acting reasonably). Any such interest shall accrue from day to day, be calculated on the basis of the actual number of days elapsed and a 360 day year and be compounded at the end of each such period determined by the Agent for so long as it remains unpaid. 2.3 The guarantee contained in this Clause 2 is a guarantee of payment and performance and not become unenforceable, invalid or illegalof collection.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. . 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and and 2.3.2 as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's Suppliers liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor hereby irrevocably and unconditionally unconditionally: (a) guarantees and undertakes to the Beneficiary to procure that Lender the Supplier duly due and punctually performs all punctual payment and discharge in full by the Principal of the Guaranteed Principal’s Obligations now when the same become due for payment or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally discharge; (b) undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement Lender that whenever the Principal does not pay or in respect discharge all or any part of the Guaranteed Principal’s Obligations when the same become due for payment or discharge, the Guarantor shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time ; and (c) indemnifies the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified Lender immediately on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur any losses suffered by the Lender if any obligation guaranteed by the Guarantor it is or becomes unenforceable, illegal or invalid for any reason whatsoever irrespective of whether such reason was or illegal as if ought to have been known to the obligation guaranteed had not become unenforceableLender or its officers, invalid employees, agents or illegal provided professional advisers; the amount of the loss shall be equal to the amount that the Lender would otherwise have been entitled to recover. 2.2 The Guaranteed Obligations include in the case of insolvency of the Principal, all sums which would at any time have been owing to the Lender by the Principal in respect of the Principal’s Obligations if such insolvency had commenced at the time when the Lender receives actual notice thereof and notwithstanding such insolvency. 2.3 The Guarantor's ’s liability under this Deed shall be no greater than as sole and primary obligor and not merely as surety and the Supplier's liability would have been if Guarantor hereby waives all and any of its rights as surety which may at any time be inconsistent with any of the obligation guaranteed had not become unenforceable, invalid or illegalprovisions of this Deed.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes 3.1 Subject to the Beneficiary terms of this Guarantee, Thomson-Reuters unconditionally and irrevocably undertakes and promises to procure Thomson that it shall, as a continuing obligation, make to the Creditor to whom or to which it is owed (the "Relevant Creditor") the proper and punctual payment of each Obligation if for any reason Thomson does not make such payment on its due date. If for any reason Thomson does not make such payment on its due date, Thomson-Reuters shall pay the amount due and unpaid to the Relevant Creditor upon written demand upon Thomson-Reuters by the Relevant Creditor. In this Clause 3, references to the Obligations include references to any part of them. 3.2 The obligations of Thomson-Reuters under this Guarantee shall be continuing obligations and shall not be satisfied, discharged or affected by any intermediate payment or settlement of account. 3.3 In the event that Thomson-Reuters is required to make any payment to any Creditor pursuant to Clause 3.1 and/or 3.10 and does make such payment, Thomson unconditionally and irrevocably agrees by way of a full indemnity to reimburse Thomson-Reuters in respect of such payments including interest thereon at [rate to be agreed]. 3.4 A demand may not be made under this Guarantee without: (A) a demand first having been made by the Relevant Creditor on Thomson; and/or (B) to the extent, if any, that the Supplier duly and punctually performs all terms of the Guaranteed Obligations now relevant Obligation of Thomson (or hereafter duethe underlying obligation of the relevant Principal Debtor) require such recourse, owing recourse first being had to any other Person or incurred by to any security. 3.5 Unless otherwise provided in this Guarantee, the Supplier liabilities and obligations of Thomson-Reuters under this Guarantee shall remain in force notwithstanding any act, omission, neglect, event or matter which would not affect or discharge the liabilities of Thomson owed to the BeneficiaryRelevant Creditor. The Guarantor irrevocably Without prejudice to its generality, the foregoing shall apply in relation to: (A) anything which would have discharged Thomson-Reuters (wholly or in part) but not Thomson; (B) anything which would have offered Thomson-Reuters (but not Thomson) any legal or equitable defence; and (C) any winding-up, insolvency, dissolution and/or analogous proceeding of, or any change in constitution or corporate identity or loss of corporate identity by, Thomson or any other Person. 3.6 Sections 3(2) and unconditionally undertakes upon demand (4) of the Contracts (Rights of Third Parties) Act 1999 shall not apply to pay this Guarantee and accordingly: (A) in respect of any claim against Thomson-Reuters by a Creditor, Thomson-Reuters shall not have available to the Beneficiary all monies and liabilities which are now it by way of defence or at set-off any time hereafter shall have become payable by the Supplier to the Beneficiary under matter that arises from or in connection with this Guarantee, and which would have been available to Thomson-Reuters by way of defence or set-off if the Guaranteed Agreement proceedings had been brought against Thomson-Reuters by Thomson; (B) Thomson-Reuters shall not have available to it by way of defence or set-off any matter that would have been available to it by way of defence or set-off against the Creditor if the Creditor had been a party to this Guarantee; and (C) Thomson-Reuters shall not have available to it by way of counterclaim any matter not arising from this Guarantee that would have been available to it by way of counterclaim against the Creditor if the Creditor had been a party to this Guarantee. 3.7 Any discharge or release of any liabilities and obligations of Thomson-Reuters under this Guarantee, and any composition or arrangement which Thomson-Reuters may effect with any Creditor in respect of any such liabilities or obligations, shall be deemed to be made subject to the condition that it will be void to the extent that any or all of the payment or security which the Creditor may previously have received or may thereafter receive from any Person in respect of the Guaranteed relevant Obligations as is set aside or reduced under any applicable law or proves to have been for any reason invalid. 3.8 Without prejudice to the generality of this Clause 3, and to Clause 3.9 in particular, none of the liabilities or obligations of Thomson-Reuters under this Guarantee shall be impaired by any Creditor: (A) agreeing with Thomson any composition, arrangement, variation of or departure from (however substantial) the terms of any Obligation and any such variation or departure shall, whatever its nature, be binding upon Thomson-Reuters in all circumstances; or (B) releasing or granting any time or any indulgence whatsoever to Thomson. (A) Despite anything else in Clause 3, but subject to paragraph (B) below, if it were a primary obligor. If and to the extent that the relevant Creditor (or any person duly acting on behalf of the relevant Creditor) at any time before or after the Supplier shall fail date of this Guarantee explicitly agrees with Thomson or grants to perform Thomson any discharge, release, composition, arrangement, variation, departure, time, indulgence or other limitation (whether as to amount, recourse or otherwise) of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary any kind in respect of any Obligation: (i) it shall automatically operate for the Guaranteed Obligations benefit of, and liable be binding upon, Thomson-Reuters to the same extent; and (ii) [the liabilities and obligations of Thomson-Reuters under this Guarantee will be automatically limited or, as the case may be, extended accordingly.] (B) Despite anything else in this Guarantee (including Clause 3.8), no composition, arrangement, variation of or departure from the terms of any Obligation (or any underlying obligation of any Principal Debtor) agreed with Thomson or any Principal Debtor, as applicable, after termination of this Guarantee or exclusion of that Obligation shall be binding on Thomson-Reuters (or extend its liabilities and obligations under this Guarantee) except to the extent, if any, that: (i) Thomson-Reuters explicitly agrees in writing to that composition, arrangement, variation or departure at the Guaranteed Agreement had been entered into directly same time as Thomson or that Principal Debtor; or (ii) it reduces Thomson-Reuters's obligations or liability under this Guarantee. 3.10 As a separate, additional and continuing obligation, Thomson-Reuters unconditionally and irrevocably agrees that, should any Obligation not be recoverable from Thomson-Reuters under Clause 3.1 as a result of the Obligation becoming void, voidable or unenforceable against Thomson, Thomson-Reuters undertakes with Thomson that it will, as a sole, original and independent obligor, make payment of the Obligation to the Relevant Creditor by way of a full indemnity on the due date provided for payment by the Guarantor and terms of the Beneficiary; and Obligation. 3.11 Thomson-Reuters shall, if requested by Thomson, (i) enter into agreements to act as a co-issuer or co-borrower with respect to any Obligation of Thomson or (ii) execute and deliver a separate guarantee agreement of any Obligation of Thomson, in each case, on terms satisfactory to Thomson-Reuters and independent obligation Thomson. If Thomson-Reuters enters into such agreements with respect to any Obligation of Thomson, Thomson-Reuters and liability, indemnify and keep Thomson may agree that such Obligation shall be excluded from the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions scope of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalGuarantee in accordance with Clause 4 hereof.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally 22.1 In consideration of SCL agreeing, at the request of CRL to enter into this Joint Venture Agreement, CRL hereby guarantees and undertakes to SCL the Beneficiary due and punctual performance by Wuxi CRM of all the undertakings, covenants, agreements and obligations contained in this Joint Venture Agreement on the part of Wuxi CRM and the due and punctual payment to procure that the Supplier duly and punctually performs SCL of all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities sums which are now payable to SCL under this Joint Venture Agreement. 22.2 This guarantee is a continuing guarantee and shall remain in full force and effect until all the obligations of Wuxi CRM expressed or at any time hereafter contemplated herein shall have become payable by the Supplier been performed in full or discharged and are in addition to the Beneficiary and not in substitution for any other rights which SCL may have under or in connection with the Guaranteed Agreement by virtue of this Joint Venture Agreement. CRL shall not be exonerated or in respect of the Guaranteed Obligations as if it were a primary obligor. If at discharged from liability under this guarantee by time being given to Wuxi CRM by SCL or by any time the Supplier shall fail other indulgence or concession to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand person granted by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereonSCL, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result such time given to Wuxi CRM by SCL or which such Beneficiary may suffer, incur any other indulgence or sustain arising in concession granted by SCL to any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this person shall not be construed as imposing greater obligations or liabilities on a waiver of any of the Guarantor than are purported to be imposed on the Supplier rights of SCL under the Guaranteed this Joint Venture Agreement. . 22.3 As a separate and independent obligation obligation, each of CRL and liability from its obligations Wuxi CRM hereby jointly and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally severally undertakes to indemnify keep SCL fully and keep the Beneficiary effectively indemnified on demand against any and all losses, costs, damages, costs claims, demands, actions, proceedings, liabilities and expenses whatsoever (including VAT thereon, and including, without limitation, all but not limited to legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary on an indemnity basis) that SCL may suffer or incur if in connection with or arising from any obligation guaranteed breach by the Guarantor is CRL or becomes unenforceableWuxi CRM of this Joint Venture Agreement. 22.4 SCL hereby undertakes to keep each of CRL and Wuxi CRM fully and effectively indemnified against any and all losses, invalid costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to legal costs on an indemnity basis) that CRL or illegal as if the obligation guaranteed had not become unenforceable, invalid Wuxi CRM may suffer or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid incur in connection with or illegalarising from any breach of this Joint Venture Agreement by SCL.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The 34.1 Each Guarantor acknowledges that CNH Industrial Capital enters into this Hire Purchase Agreement at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. 34.2 Each Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs punctual performance of all of the Guaranteed Obligations now or hereafter due, owing or incurred Hirer’s obligations under this Hire Purchase Agreement. Each Guarantor must immediately upon demand pay CNH Industrial Capital any amount not paid when due by the Supplier to the Beneficiary. The Hirer under this Hire Purchase Agreement. 34.3 Each Guarantor unconditionally and irrevocably indemnifies CNH Industrial Capital against all losses, damages, costs, charges, liabilities and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities expenses which are now or CNH Industrial Capital may at any time hereafter shall have become payable by the Supplier to the Beneficiary under suffer or in connection with the Guaranteed Agreement or in respect incur because: (a) any of the Guaranteed Obligations as if it were a primary obligor. If at Hirer’s obligations expressed in this Hire Purchase Agreement is void, voidable or wholly or partially unenforceable; (b) CNH Industrial Capital has to disgorge any time money paid to CNH Industrial Capital on the Supplier shall fail Hirer’s account under this Hire Purchase Agreement; or (c) the Hirer fails to perform any obligation under this Hire Purchase Agreement. 34.4 The indemnity in clause 34.3 is a continuing obligation, separate and independent from each Guarantor’s other obligations under any other Hire Purchase Agreement. It continues after those other obligations end. 34.5 Each Guarantor must pay moneys owing under this Hire Purchase Agreement in immediately available funds without any deduction and waives any right of set-off and any right to rely on any defence available to the Hirer. 34.6 The obligations and liabilities of each Guarantor and CNH Industrial Capital’s rights under this Hire Purchase Agreement continue and are not affected by: (a) CNH Industrial Capital granting of any time or indulgence to the Hirer or another person; (b) CNH Industrial Capital compounding or compromising with or wholly or partially releasing the Hirer or another person; (c) laches, acquiescence, delay, acts, omissions or mistakes by CNH Industrial Capital; (d) CNH Industrial Capital taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for the Hirer’s obligations under any this Hire Purchase Agreement or any such security being or becoming void, voidable or unenforceable; (e) any person who is intended to assume liability as a Guarantor under this Hire Purchase Agreement not doing so effectively, failing to execute this Hire Purchase Agreement or being discharged; (f) any novation, assignment, termination or variation of this Hire Purchase Agreement; (g) the Hirer’s death, mental illness or bankruptcy or the death, mental illness or bankruptcy of any individual Guarantor; (h) if the Hirer or the Guarantor are a corporation and are Insolvent or deregistered; (i) a Hire Purchase Agreement being constituted without reference to or consent by the Guarantor; or (j) anything else which might otherwise have such effect at law or in equity. 34.7 (a) Each Guarantor’s liability is not limited or otherwise affected by having entered into this Hire Purchase Agreement as trustee of the Guaranteed Obligationstrust named in the Schedule. 5. (b) If any Guarantor has entered into this Hire Purchase Agreement as trustee of the trust, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes Guarantor must exercise its right of indemnity against trust assets to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense enable payment of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed money due under this Hire Purchase Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveright, the Guarantor authorises CNH Industrial Capital to have recourse to and satisfy any liability of the Guarantor under this Hire Purchase Agreement directly out of the trust assets. 34.8 Each Guarantor acknowledges CNH Industrial Capital may claim against the Guarantor under this Hire Purchase Agreement before CNH Industrial Capital enforces any of its rights: (a) against the Hirer or any other person; or (b) under another document such as a primary obligor irrevocably guarantee and unconditionally undertakes indemnity, mortgage, charge or other security. 34.9 This guarantee and indemnity does not merge with or adversely affect: (a) any other guarantee and indemnity, or mortgage, charge or other security, or right or remedy to indemnify and keep the Beneficiary indemnified on demand which CNH Industrial Capital is entitled at any time; or (b) a judgment or order which CNH Industrial Capital obtains against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalin respect of an amount payable under this guarantee and indemnity.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure ensure that the Supplier duly and punctually Agency performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier due to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary on demand all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Agency owes to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations Obligations, as if it were a primary obligor. . 2.3 If at any time the Supplier shall fail Agency fails to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first on demand by the Beneficiary it shallwill, at the its own e cost and expense of the Guarantorexpense: ● fully, punctually and specifically perform such the Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and ● as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and includingand, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of from a failure by the Supplier Agency to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to would be imposed on the Supplier Agency under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such the Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the illegal. The Guarantor's liability shall be no greater than the SupplierAgency's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor hereby irrevocably and unconditionally guarantees to TTL to procure the due and undertakes punctual performance and observance by the Service Provider of all its payment, performance and other obligations in, under and arising from the Agreement and any other agreements entered into by TTL and the Service Provider pursuant to the Beneficiary to procure that Agreement (the Supplier duly “Guaranteed Obligations”) and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to TTL immediately (although no earlier than required of the Beneficiary Service Provider) and in the currency in which the same falls due for payment on written demand all monies monies, liabilities and liabilities obligations which are now or at any time hereafter shall have been demanded from the Service Provider and have become payable by the Supplier to the Beneficiary due or owing to, or incurred by, TTL under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes relation to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as Agreement. 2.2 As a separate and independent obligation obligation, without prejudice to clause 2.1 above, but taking into account any payments made thereunder, the Guarantor hereby irrevocably and liabilityunconditionally agrees, as a primary obligation, to indemnify and keep the Beneficiary indemnified against TTL in full and on demand from all losses, claims, liabilities, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may be incurred or suffered by TTL as a result of or which such Beneficiary may suffer, incur in connection with (whether directly or sustain arising in indirectly) any way whatsoever out of a failure by the Supplier Service Provider (whether or not caused by or connected with any invalidity, illegality, voidability, unenforceability or ineffectiveness), fully and promptly to pay, perform or discharge the Guaranteed Obligations save thatas and when the same shall respectively become (or, subject but for any such invalidity, illegality, voidability, unenforceability or ineffectiveness, would have become) due for payment, performance or discharge. 2.3 The Guarantor agrees to indemnify TTL and keep it indemnified on demand from and against all liabilities, losses, costs and expenses incurred or suffered by TTL in connection with or as a result of: (A) TTL entering into the other Agreement. (B) any provision in the Agreement being or becoming void, voidable, invalid or unenforceable; (C) the enforcement of the provisions of this Deed Guarantee; and (D) TTL entering into or being a party to this Guarantee (including in the event that any of the obligations or undertakings expressed to be assumed by the Guarantor in this Guarantee are not performed or observed fully and punctually). 2.4 Notwithstanding any other provision of this Guarantee, this Guarantee shall not be construed so as imposing to impose on the Guarantor any greater obligations or liabilities on in scope or in value than those assumed by the Service Provider under the Agreement. 2.5 The obligations of the Guarantor than are purported to under each of clauses 2.1, 2.2, 2.3, and 2.4 above of this Guarantee shall be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegaleach other.

GUARANTEE AND INDEMNITY. 7.1 The Guarantor hereby irrevocably and unconditionally unconditionally, and notwithstanding the release of any other guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Subsidiary of the Guarantor, guarantees and undertakes to the Beneficiary to procure that Trustee: (a) the Supplier duly due and punctually performs all punctual payment in accordance with the provisions of these presents of the Guaranteed Obligations now or hereafter due, owing or incurred by principal of and interest on the Supplier to the Beneficiary. The Guarantor irrevocably Notes and unconditionally undertakes upon demand to pay to the Beneficiary all monies of any other amounts as and liabilities which are now or at any time hereafter shall have when they become payable by the Supplier Issuer under these presents; and (b) the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer's part to be performed or observed. 7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other amount, the Guarantor shall cause each and every such payment to be made as if the Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer's obligations) to the Beneficiary under intent that the holder of the relevant Note or in connection with Coupon or the Guaranteed Agreement or Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Guaranteed Obligations Issuer. 7.3 If any sum which, although expressed to be payable by the Issuer under these presents, the Notes or the Coupons, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor, the Trustee or any Noteholder or Couponholder) not recoverable from the Guarantor on the basis of a guarantee then (a) it will nevertheless be recoverable from it as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably sole principal debtor and unconditionally undertakes will be paid by it to the Beneficiary that, upon first Trustee on demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and (b) as a separate and independent obligation additional liability under these presents the Guarantor agrees, as a primary obligation, to indemnify each of the Trustee, each Noteholder and liabilityeach Couponholder in respect of such sum by way of a full indemnity in the manner and currency as is provided for in the Notes, the Coupons or these presents (as the case may be) and to indemnify each Noteholder and keep the Beneficiary indemnified each Couponholder against all losses, damagesclaims, costs costs, charges and expenses to which it may be subject or which it may incur in recovering such sum. 7.4 If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (including VAT thereonwhether on the subsequent bankruptcy, and includinginsolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the Guarantor and this guarantee shall continue to apply as if such payment had at all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure times remained owing by the Supplier Issuer and the Guarantor shall indemnify the Trustee and the Noteholders and/or Couponholders (as the case may be) in respect thereof PROVIDED THAT the obligations of the Issuer and/or the Guarantor under this subclause shall, as regards each payment made to perform the Guaranteed Obligations save thatTrustee or any Noteholder or Couponholder which is avoided or set aside, subject be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer. 7.5 The Guarantor hereby agrees that its obligations under this clause shall be unconditional and that the Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the other provisions of these presents have been modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by or on behalf of the Noteholders or the Couponholders or the Trustee, whether or not any determination has been made by the Trustee pursuant to subclause 19.1, whether or not there have been any dealings or transactions between the Issuer, any of the Noteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor. Accordingly the validity of this Deed of Guarantee, this guarantee shall not be construed as imposing greater affected by reason of any invalidity, irregularity, illegality or unenforceability of all or any of the obligations or liabilities on of the Issuer under these presents and this guarantee shall not be discharged nor shall the liability of the Guarantor than are purported to under these presents be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from affected by any act, thing or omission or means whatever whereby its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would not have been discharged if it had been the obligation guaranteed had not become unenforceable, invalid or illegalprincipal debtor.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by an Affiliate or other third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations Obligations, save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably unconditionally and unconditionally irrevocably: (a) guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs due payment of all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become amounts payable by the Supplier to the Beneficiary Bareboat Charterer under or in connection with the Guaranteed Agreement Leasing Documents (or any of them) to which the Bareboat Charterer is a party; (b) guarantees the punctual performance by the Bareboat Charterer of all the Bareboat Charterer's obligations under or in connection with the Leasing Documents (or any of them) to which the Bareboat Charterer is a party; (c) undertakes to pay to the Owner, within three (3) Business Days from the Owner's demand as if it was the principal obligor, any such amount which is not paid by the Bareboat Charterer when due and payable under or in connection with the Leasing Documents (or any of them), taking into account any grace period for such payment as may be applicable under the terms of the Leasing Documents; and (d) undertakes to fully indemnify, as an independent and primary obligation, the Owner within three (3) Business Days from its demand in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligationsall documented claims, the Guarantorexpenses, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damagesliabilities, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on losses which are made or brought against or incurred by the Owner as a solicitor and own client basis, together result of or in connection with any disbursements,) obligation or liability of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier Bareboat Charterer under the Guaranteed Agreement. As Leasing Documents to which the Bareboat Charterer is a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if party and/or any obligation or liability guaranteed by the Guarantor is being or becomes becoming unenforceable, invalid invalid, void or illegal as if illegal; and the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability amount recoverable under this indemnity shall be no greater than equal to the Supplier's liability amount which the Owner would otherwise have been if entitled to recover under the obligation guaranteed had not become unenforceable, invalid or illegalLeasing Documents to which the Bareboat Charterer is a party.

GUARANTEE AND INDEMNITY. The 17.1 Guarantee (Garantie) and indemnity (Ausfallhaftung) Each Guarantor irrevocably and unconditionally (but subject to any limitations set out in any Accession Letter by which such Guarantor becomes a party hereto) jointly and severally (gesamtschuldnerisch): (a) guarantees and undertakes (garantiert) by way of an independent payment obligation (selbständiges Zahlungsversprechen) to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand each Finance Party to pay to the Beneficiary all monies and liabilities which are now that Finance Party any amount of principal, interest, costs, expenses or at any time hereafter shall have become payable other amount owed by the Supplier to the Beneficiary an Obligor under or in connection with the Guaranteed Agreement Finance Documents that has not been fully and irrevocably paid by a Borrower or the Company; the payment shall be due (fällig) within five Business Days of a written demand by a Finance Party (or the Agent on its behalf) stating the sum demanded from that Guarantor and that such sum is an amount of principal, interest, costs, expenses or other amount owed by an Obligor under or in respect connection with the Finance Documents that has not been fully and irrevocably paid by a Borrower or the Company; and (b) undertakes vis-à-vis each Finance Party to indemnify (schadlos halten) that Finance Party against any cost, loss or liability suffered by that Finance Party if any obligation of a Borrower or the Guaranteed Obligations as if it were a primary obligor. If at Company under or in connection with any time the Supplier shall fail to perform Finance Document (except for any of the Guaranteed Obligationscost, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand loss or liability directly caused by the Beneficiary it shall, at the cost and expense gross negligence or wilful misconduct of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,Finance Party) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal as if illegal. The amount of the obligation guaranteed had not become unenforceablecost, invalid loss or illegal provided that the Guarantor's liability shall be no greater than equal to the Supplier's liability amount which that Finance Party would otherwise have been if entitled to recover (Ersatz des positiven Interesses) and that claim shall be due (fällig) within five Business Days of a written demand by that Finance Party (or the obligation guaranteed had Agent on its behalf). For the avoidance of doubt this guarantee and indemnity does not become unenforceableconstitute a guarantee upon first demand (Garantie auf erstes Anfordern) and, invalid in particular, receipt of such written demand shall not preclude any rights and/or defences the Guarantor may have with respect to any payment requested by a Finance Party (or illegalthe Agent on its behalf) under this guarantee and indemnity.

GUARANTEE AND INDEMNITY. The 33.1 Each Guarantor acknowledges that CNH Industrial Capital enters into this Agreement at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. 33.2 Each Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs punctual performance of all of the Guaranteed Obligations now or hereafter due, owing or incurred Borrower’s obligations under this Agreement. Each Guarantor must immediately upon demand pay CNH Industrial Capital any amount not paid when due by the Supplier to the Beneficiary. The Borrower under this Agreement. 33.3 Each Guarantor unconditionally and irrevocably indemnifies CNH Industrial Capital against all losses, damages, costs, charges, liabilities and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities expenses which are now or CNH Industrial Capital may at any time hereafter shall have become payable by the Supplier to the Beneficiary under suffer or in connection with the Guaranteed Agreement or in respect incur because: (a) any of the Guaranteed Obligations as if it were a primary obligor. If at Borrower’s obligations expressed in this Agreement is void, voidable or wholly or partially unenforceable; (b) CNH Industrial Capital has to disgorge any time money paid to CNH Industrial Capital on the Supplier shall fail Borrower’s account under this Agreement; or (c) the Borrower fails to perform any obligation under this Agreement. 33.4 The indemnity in clause 32.3 is a continuing obligation, separate and independent from each Guarantor’s other obligations under any other Agreement. It continues after those other obligations end. 33.5 Each Guarantor must pay moneys owing under this Agreement in immediately available funds without any deduction and waives any right of set-off and any right to rely on any defence available to the Borrower. 33.6 The obligations and liabilities of each Guarantor and CNH Industrial Capital’s rights under this Agreement continue and are not affected by: (a) CNH Industrial Capital granting of any time or indulgence to the Borrower or another person; (b) CNH Industrial Capital compounding or compromising with or wholly or partially releasing the Borrower or another person; (c) laches, acquiescence, delay, acts, omissions or mistakes by CNH Industrial Capital; (d) CNH Industrial Capital taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for the Borrower’s obligations under any this Agreement or any such security being or becoming void, voidable or unenforceable; (e) any person who is intended to assume liability as a Guarantor under this Agreement not doing so effectively, failing to execute this Agreement or being discharged; (f) any novation, assignment, termination or variation of this Agreement; (g) the Borrower’s death, mental illness or bankruptcy or the death, mental illness or bankruptcy of any individual Guarantor; (h) if the Borrower or any Guarantor is a corporation and is Insolvent or deregistered; (i) a Agreement being constituted without reference to or consent by the Guarantors; or (j) anything else which might otherwise have such effect at law or in equity. (a) Each Guarantor’s liability is not limited or otherwise affected by having entered into this Agreement as trustee of the Guaranteed Obligationstrust named in the Schedule. (b) If any Guarantor has entered into this Agreement as trustee of the trust, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes Guarantor must exercise its right of indemnity against trust assets to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense enable payment of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed money due under this Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveright, the Guarantor authorises CNH Industrial Capital to have recourse to and satisfy any liability of the Guarantor under this Agreement directly out of the trust assets. 33.8 Each Guarantor acknowledges CNH Industrial Capital may claim against the Guarantor under this Agreement before CNH Industrial Capital enforces any of its rights: (a) against the Borrower or any other person; or (b) under another document such as a primary obligor irrevocably guarantee and unconditionally undertakes indemnity, Mortgage, charge or other security. 33.9 This guarantee and indemnity does not merge with or adversely affect: (a) any other guarantee and indemnity, or Mortgage, charge or other security, or right or remedy to indemnify which CNH Industrial Capital is entitled at any time; or (b) a judgment or order which CNH Industrial Capital obtains against any Guarantor in respect of an amount payable under this guarantee and keep indemnity. CNH Industrial Capital may still exercise its rights under the Beneficiary indemnified on demand against all lossesguarantee and indemnity as well as under the judgment, damagesorder, costs and expenses (including VAT thereonother guarantee or security. 33.10 So long as an amount payable under this Agreement remains unpaid, and includingeach Guarantor may not, without limitationCNH Industrial Capital’s consent: (a) exercise any legal rights to claim to be entitled to the benefit of another guarantee or mortgage, all legal costs and expenses), charge or other security given in connection with an amount payable under this Agreement; (b) claim an amount from the Borrower or another Guarantor under a right of whatever nature, whether arising under statute, contract indemnity; or (c) claim an amount in the Borrower’s or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the another Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal’s insolvency.

GUARANTEE AND INDEMNITY. The 7.1 In consideration of the Seller entering into this Agreement, the Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes as a primary obligation to the Beneficiary to procure that the Supplier duly Seller and punctually performs all each member of the Virgin Media Group and their respective successors, transferees and assigns (each a “Guaranteed Obligations Person”) the full, prompt and complete performance and observance by the Buyer of all the Buyer’s payment and other obligations as and when they fall due for payment or performance (as applicable) under this Agreement and the full and prompt performance and observance of the Buyer’s obligations under the RCF Deed of Novation and the Loan Stock Transfers arising now or hereafter due, owing or incurred by in the Supplier to future (the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand “Guaranteed Obligations”). 7.2 If the Buyer defaults in the payment when due of any amount it is obliged to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary a Guaranteed Person under or in connection with the Guaranteed this Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed ObligationsRCF Deed of Novation and the Loan Stock Transfers, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first Guarantor shall immediately on demand by the Beneficiary it shallrelevant Guaranteed Person, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor unconditionally pay that amount to the Beneficiary Guaranteed Person in respect of the Guaranteed Obligations and liable manner prescribed in this Agreement as if the Guaranteed Agreement had been entered into directly by Guarantor were the Buyer. 7.3 As an independent and primary obligation, without prejudice to Clauses 7.1 and/or 7.2, the Guarantor unconditionally and the Beneficiary; and as a separate and independent obligation and liability, irrevocably agrees to indemnify (on an after Tax basis) and keep the Beneficiary indemnified each Guaranteed Person from and against all and any losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on suffered or incurred by a solicitor and own client basis, together Guaranteed Person arising from failure of the Buyer to comply with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions or through any of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes Obligations becoming unenforceable, invalid or illegal (on any grounds, whether known to a Guaranteed Person or not). 7.4 The guarantee and indemnity contained in this Clause 7 are continuing and shall extend to the ultimate balance of sums or the obligations comprised in the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part, and they shall not be affected by any act, omission, matter or thing which, but for this Clause 7.4, would reduce, release or prejudice any of the Guaranteed Obligations under this Clause 7 (without limitation and whether or not known to the Guarantor, the Seller or a Guaranteed Person). 7.5 If any payment by the Buyer or any discharge given by a Guaranteed Person pursuant to this Agreement or any of the RCF Deed of Novation or the Loan Stock Transfers is avoided or reduced as a result of insolvency or any similar event, the liability of the Buyer and Guarantor shall continue as if the obligation guaranteed payment, discharge, avoidance or reduction had not occurred and the relevant Guaranteed Person shall be entitled to recover the value or amount of that security or payment. The Guarantor waives any right it may have of first requiring a Guaranteed Person (or any trustee or agent on their behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 6.7.5. 7.6 Until all amounts which may be or become unenforceablepayable by the Buyer under or in connection with this Agreement or otherwise comprised in the Guaranteed Obligations have been irrevocably paid in full: (a) a Guaranteed Person (or any trustee or agent on their behalf) may hold in an interest-bearing suspense account any monies received from the Guarantor pursuant to this Agreement or on account of any Guarantor’s liability under this Clause 7 and may, as it sees fit, apply or not apply any other monies, securities or rights in respect of those overdue amounts but not otherwise; (b) the Guarantor shall not exercise any rights which it may have by reason of performance by it of its obligations under this Clause 7. 7.7 The obligations of the Guarantor under this Clause shall be in addition to and independent of all other Security which a Guaranteed Person may at any time hold in respect of any of the obligations of the Buyer or any Guaranteed Person with respect to the Guaranteed Obligations. 7.8 The liability of the Guarantor with respect to the Guaranteed Obligations shall not be discharged, diminished or in any way affected as a result of: (a) any time or indulgence or waiver given to, or composition made with, the Buyer or any other person; (b) any amendment, variation or modification to, or assignment, novation or replacement of this Agreement or any of the RCF Deed of Novation or the Loan Stock Transfers; (c) the taking, variation, compromise, renewal or release or refusal or neglect to perfect or enforce any right, remedies or securities against the Buyer or any other person; (d) any other guarantee, indemnity, charge or other security or right or remedy held by or available to the Seller or any Guaranteed Person being or becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Seller or any Guaranteed Person from time to time dealing with, exchanging, varying, realising, releasing or failing to perfect or enforce any of the same; (e) the Guarantor or the Buyer becoming insolvent, going into receivership or liquidation or having an administrator appointed; (f) any change in the constitution of the Seller or any Guaranteed Person (or their respective successors or assigns) or as a result of the amalgamation or consolidation by the Guarantor with any other company or entity; or (g) any other act, omission, circumstance, matter or thing which but for this provision might operate to release or otherwise exonerate the Guarantor from its obligations with respect to the Guaranteed Obligations whether in whole or in part. 7.9 The Guaranteed Obligations shall continue in full force and effect notwithstanding: (a) the fact that any purported obligation of the Buyer or any other person to the Seller or any Guaranteed Person (or any security therefor) becomes wholly or partly void, invalid or illegal provided that unenforceable for any reason whether or not known to the Seller or any Guaranteed Person or the Guarantor's liability shall be no greater than ; (b) any incapacity or any change in the Supplier's liability would constitution of, or any amalgamation or reconstruction of, the Guarantor or the Buyer or any other matter whatsoever; or (c) any assignment by the Buyer of any of its rights under this Agreement pursuant to Clause 15.3 or under any of the RCF Deed of Novation or the Loan Stock Transfers. 7.10 Subject to Clause 7.11 below, until all the Guaranteed Obligations have been irrevocably paid and discharged in full the Guarantor will not: (a) be subrogated to or otherwise entitled to share in, any security or monies held, received or receivable by the Seller or be entitled to any right of contribution in respect of any payment made by the Guarantor hereunder; (b) exercise or enforce any of its rights of subrogation and indemnity against the Buyer or any co-surety; (c) following a claim being made on the Guarantor hereunder, demand or accept repayment of any monies due from the Buyer to the Guarantor or claim any set-off or counterclaim against the Buyer; or (d) claim or prove in a liquidation or other insolvency proceeding of the Buyer or any co-surety in competition with the Seller or any Guaranteed Person. 7.11 Following the making of a demand on the Guarantor by the Seller or any Guaranteed Person in respect of the Guaranteed Obligations, the Guarantor will (at its own cost) promptly take such of the steps or action as are referred to in Clause 7.10 above as the Seller or relevant Guaranteed Person may from time to time stipulate. 7.12 The Guarantor shall only be liable for a claim made under the Guarantee in this Clause 7 by the Seller in respect of the liability of the Buyer under this Agreement if the obligation guaranteed had not become unenforceable, invalid or illegalSeller has given the Guarantor written notice of such a claim prior to the expiration of six (6) years after the Completion Date.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's ’s liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement Agreements or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement Agreements had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, including all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed AgreementAgreements. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, including all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. Guarantee The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary Union the due and punctual payment on demand of up to procure that 100 per cent of its contribution (the Supplier duly "Guaranteed Contribution") and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally accordingly undertakes upon demand to pay to the Beneficiary Union, within ten (10) Business Days (or such shorter period as is specified in this Guarantee Agreement) of receiving a written demand from the Commission in accordance with this Guarantee Agreement (a "Demand") up to 100 per cent of its Guaranteed Contribution. This Guarantee Agreement is solely related to Borrowings and the associated Loan Agreements that are authorised by a decision adopted by the Council before 31 December 2022 taken under Council Regulation (EU) 2020/672 as originally adopted. Any other Union borrowings on capital markets and with financial institutions and loan agreements shall not give rise to any claim or liability under this Guarantee Agreement. Subject to Clause 5.1, the Guaranteed Contribution of the Guarantor is equal to the value set out next to the Guarantor's name in Schedule 1 to this Guarantee Agreement. The Guarantee Contribution Key Percentage of the Guarantor is equal to the percentage set out next to the Guarantor's name in Schedule 2 to this Guarantee Agreement. The cumulative total value of any or all monies Demanded Amounts and liabilities which Additional Demanded Amounts (as defined by Clauses 1.6 and 1.7 respectively) on the Guarantor may never exceed the Guaranteed Contribution of the Guarantor. The Guarantor shall not be liable to pay an amount in excess of its Guaranteed Contribution. The obligations of the Guarantor under this Guarantee Agreement and of other Guarantors under their respective Guarantee Agreements are now or several only. A Demand under this Guarantee may be made by the Commission at any time hereafter before or after a scheduled interest payment or a scheduled principal payment or other amount is due (together the “Amount Due”) under Borrowings, if: the Union (for whatsoever reason) has not received in full a scheduled payment as and when due under a Loan Agreement from a Member State of the European Union being financed by Borrowings or it is notified by such Member State or becomes aware following an event of default under the Loan Agreement that such Member State will not or will not be able to make payment in full of a scheduled payment under such a Loan Agreement as and when due; and an Amount Due is, has been or will be due under Borrowings. In such an event, the Commission shall have become payable by at its sole discretion determine an amount to be called from the Supplier Guarantors (“Amount of the Call”), up to a maximum of the Amount Due, to ensure that the Union has sufficient resources to make the necessary payment. In determining the Amount of the Call, the Commission shall draw any amount, which may be zero, that the Commission considers in its sole discretion, having regard inter alia to the Beneficiary under or in connection with the Guaranteed Agreement or in respect total contingent liabilities of the Guaranteed Obligations as if it were a primary obligor. If at any time Union (including under the Supplier shall fail to perform any Balance of Payment Facility) and the sustainability of the Guaranteed ObligationsUnion budget, that may be available under the Guarantor, as primary obligor, irrevocably and unconditionally undertakes own resources ceiling for payment appropriations. The Commission shall make Demands on all Guarantors. The Demands shall be pro rata to the Beneficiary that, upon first demand by relative share of each Guarantor in the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalGuarantee Contribution Key.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations Obligations, save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier will duly and punctually performs perform all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by an Affiliate or other third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The (a) Each Guarantor (other than a U.S. Guarantor) irrevocably and unconditionally unconditionally, jointly and severally: (i) guarantees and to each Finance Party punctual performance by each Borrower (other than a U.S. Borrower) of all that Borrower’s obligations under the Finance Documents; (ii) undertakes to the Beneficiary to procure with each Finance Party that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to whenever a Borrower (other than a U.S. Borrower) does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations any Finance Document, that Guarantor shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses and (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,iii) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified indemnifies each Finance Party immediately on demand against all lossesany cost, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract loss or at common law, which such Beneficiary may suffer or incur liability suffered by that Finance Party if any obligation guaranteed by the Guarantor it under this paragraph (a) of Clause 18.1 (Guarantee and indemnity) is or becomes unenforceable, invalid or illegal as if illegal. The amount of the obligation guaranteed had not become unenforceablecost, invalid loss or illegal provided that the Guarantor's liability shall be no greater than equal to the Supplier's liability amount which that Finance Party would otherwise have been entitled to recover. (b) Each U.S. Guarantor irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that U.S. Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed had not become by it under this paragraph (b) of Clause 18.1 (Guarantee and indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover. (c) Each U.S. Guarantor irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Bilateral Borrower (other than a Borrower) of all that Bilateral Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Bilateral Borrower (other than a Borrower) does not pay any amount when due under or in connection with any Finance Document, that U.S. Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it under this paragraph (c) of Clause 18.1 (Guarantee and indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover. (d) Each Guarantor which is not a U.S. Guarantor irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Bilateral Borrower that is not a Borrower or a U.S. Borrower or a U.S. Bilateral Borrower of all that Bilateral Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Bilateral Borrower that is not a Borrower or a U.S. Borrower or a U.S. Bilateral Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it under this (d) of Clause 18.1 (Guarantee and indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

GUARANTEE AND INDEMNITY. The 17.1 Guarantee (Garantie) and indemnity (Ausfallhaftung) Each Guarantor irrevocably and unconditionally (but subject to any limitations set out in any Accession Letter by which such Guarantor becomes a party hereto) jointly and severally (gesamtschuldnerisch): (a) guarantees and undertakes (garantiert) by way of an independent payment obligation (selbständiges Zahlungsversprechen) to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand each Finance Party to pay to the Beneficiary all monies and liabilities which are now that Finance Party any amount of principal, interest, costs, expenses or at any time hereafter shall have become payable other amount owed by the Supplier to the Beneficiary an Obligor under or in connection with the Guaranteed Agreement Finance Documents that has not been fully and irrevocably paid by a Borrower or the Company; the payment shall be due (fällig) within five Business Days of a written demand by a Finance Party (or the Agent on its behalf) stating the sum demanded from that Guarantor and that such sum is an amount of principal, interest, costs, expenses or other amount owed by an Obligor under or in respect connection with the Finance Documents that has not been fully and irrevocably paid by a Borrower or the Company; and (b) undertakes vis-à-vis each Finance Party to indemnify (schadlos halten) that Finance Party against any cost, loss or liability suffered by that Finance Party if any obligation of a Borrower or the Guaranteed Obligations as if it were a primary obligor. If at Company under or in connection with any time the Supplier shall fail to perform Finance Document (except for any of the Guaranteed Obligationscost, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand loss or liability directly caused by the Beneficiary it shall, at the cost and expense gross negligence or wilful misconduct of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,Finance Party) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal as if illegal. The amount of the obligation guaranteed had not become unenforceablecost, invalid loss or illegal provided that the Guarantor's liability shall be no greater than equal to the Supplier's liability amount which that Finance Party would otherwise have been if entitled to recover (Ersatz des positiven Interesses) and that claim shall be due (fällig) within five Business Days of a written demand by that Finance Party (or the obligation guaranteed had Agent on its behalf). For the avoidance of doubt this guarantee and indemnity does not become unenforceableconstitute a guarantee upon first demand (Garantie auf erstes Anfordern) and, invalid in particular, receipt of such written demand shall not preclude any rights and/or defences the Guarantor may have with respect to any payment requested by a Finance Party (or illegalthe Agent on its behalf) under this guarantee and indemnity. 17.2 Continuing and independent guarantee and indemnity (a) This guarantee and indemnity is independent and separate from the obligations of any Borrower and is a continuing guarantee and indemnity which will extend to the ultimate balance of sums payable by any Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. (b) The guarantee and indemnity shall extend to any additional obligations of a Borrower resulting from any amendment, novation, supplement, extension, restatement or replacement of any Finance Documents, including without limitation any extension of or increase in any facility or the addition of a new facility under any Finance Document. (c) Subject to Clause 17.3 (Reinstatement) below, at such time as both i) the Commitments have expired or been irrevocably terminated and (ii) all L/Gs have been irrevocably repaid in full as set out in Clause 8 (Repayment) of this Agreement and any other amounts outstanding under the Finance Documents have been irrevocably discharged in full, all obligations (other than those expressly stated to survive such termination) of each Guarantor under this Clause 17 (Guarantee and Indemnity) shall automatically terminate, all without delivery of any instrument or performance of any act by any person.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally unconditionally: 2.1.1 guarantees to TfL punctual performance and undertakes to payment by the Beneficiary to procure that the Supplier duly and punctually performs Service Provider of all of the Guaranteed Obligations now or hereafter due, owing or incurred by Liabilities; 2.1.2 undertakes with TfL that whenever the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to Service Provider does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed ObligationsLiabilities when due, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first Guarantor shall immediately on demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations pay that amount as if it were itself a direct and primary obligor to was the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiaryprincipal debtor; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together and 2.1.3 agrees with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur TfL that if any obligation guaranteed by the Guarantor it under this Guarantee is or becomes unenforceable, invalid or illegal it will, as if an independent and primary obligation and as principal debtor indemnify TfL immediately on demand against any cost, loss or liability it incurs as a result of the obligation guaranteed had Service Provider not become unenforceablepaying any amount which would, invalid but for such unenforceability, invalidity or illegal provided that illegality, have been payable by it under or in connection with the Guarantor's liability shall be no greater than Agreement or any other agreement entered into by TfL and the Supplier's liability Service Provider, whether pursuant to the Agreement or otherwise on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of a guarantee. 2.2 The Guarantor agrees to indemnify TfL and keep it indemnified on demand from and against all liabilities, losses, costs and expenses incurred or suffered by TfL in connection with or as a result of: 2.2.1 the enforcement of the provisions of this Guarantee and which are in addition to any related costs and expenses connected to any corresponding dispute or other proceedings with the Service Provider; and 2.2.2 any of the obligations or undertakings expressed to be assumed by the Guarantor in this Guarantee not being performed or observed fully and punctually, provided that TfL shall take all reasonable steps to mitigate any such liabilities, losses, costs and expenses (except in relation to court awards, settlements, legal costs and the amount of fines recoverable under the obligations set out in clause 41 (Intellectual Property Rights Indemnity) of the Agreement and clause 49 (Information Compliance) of the Agreement in each case to the extent they are assumed by the Guarantor) . 2.3 Each of the obligations of the Guarantor under Clauses 2.1 and 2.2 of this Guarantee shall be separate and independent from each other. 2.4 Nothing in this Guarantee nor the provision of this Guarantee shall in any way restrict, reduce, impair or qualify: 2.4.1 the exercise or performance of TfL's statutory rights or statutory obligations; 2.4.2 any rights or obligations of TfL under any other agreement, instrument or document or under law; or 2.4.3 the ability of TfL to take any action against any person or otherwise to enforce any rights which it may have, whether under contract, general law or otherwise. 2.5 The Guarantor acknowledges and agrees that: 2.5.1 TfL shall not be deemed to have waived any of its rights with respect to any obligation guaranteed had of any person to TfL (pursuant to contract, law or otherwise) directly or indirectly relating to any of the Guaranteed Liabilities or under any document, instrument or agreement relating thereto or law by virtue of entering into this Guarantee and exercising its rights and performing its obligations hereunder; and 2.5.2 any rights, benefits, assets and payments received or exercised by TfL pursuant to any other arrangement or under applicable law shall be in addition and shall not become unenforceableprejudice or be prejudiced by, invalid the rights, benefits and entitlements of TfL under this Guarantee. 2.6 In the event of any conflict or illegalinconsistency between Clauses 2.4 and 2.5 and: 2.6.1 any other term of this Guarantee, 2.6.2 any term of any other document, agreement or instrument; or 2.6.3 any applicable law, then, to the extent permitted by applicable law, Clauses 2.4 and 2.5 shall prevail. 2.7 Nothing in this Clause 2 shall entitle TfL to recover more than once in respect of any specific cost, loss, liability or expense.

GUARANTEE AND INDEMNITY. The Guarantor 22.1 GUARANTEE AND INDEMNITY Each of the Guarantors irrevocably and unconditionally unconditionally, jointly and severally: 22.1.1 guarantees to each Finance Party the due and undertakes to punctual observance and performance of all the Beneficiary to procure that terms, conditions and covenants on the Supplier duly part of each Borrower and punctually performs all USPE contained in any of the Guaranteed Obligations now Finance Documents and agrees to pay from time to time on demand any and every sum or hereafter due, owing sums of money which each Borrower or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand USPE is at any time liable to pay to any Finance Party under or pursuant to any of the Beneficiary all monies Finance Documents and liabilities which are now or has become due and payable but has not been paid at any the time hereafter shall have become payable by the Supplier such demand is made to the Beneficiary under or extent that such sums exceed the amount lent in connection relation to the acquisition of such Guarantor in accordance with the Guaranteed Intercompany Debt Agreement or relevant third party agreement to be refinanced in accordance with Clause 2 relating in each case to the financing of such acquisition (the "EXCESS AMOUNT" in respect of any Guarantor) since such Excess Amount may not be guaranteed according to Article 81 of the Guaranteed Obligations LEY DE SOCIEDADES ANONIMAS or 40.5 of the LEY DE SOCIEDADES DE RESPONSABILIDAD LIMITADA, as if it were applicable; and 22.1.2 agrees as a primary obligor. If at obligation to indemnify each Finance Party from time to time on demand from and against any time loss incurred by any Finance Party to the Supplier shall fail extent that such loss exceeds such Guarantor's Excess Amount since such Excess Amount may not be guaranteed according to perform Article 81 of the LEY DE SOCIEDADES ANONIMAS or 40.5 of the LEY DE SOCIEDADES DE RESPONSABILIDAD LIMITADA, as applicable, as a result of any of the Guaranteed Obligationsobligations of each Borrower or USPE under or pursuant to any of the Finance Documents being or becoming void, voidable, unenforceable or ineffective as against such Borrower or USPE for any reason whatsoever, whether or not known to any Finance Party or any other person, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to amount of such loss being the Beneficiary that, upon first demand by amount which the Beneficiary person or persons suffering it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would otherwise have been if the obligation guaranteed had not become unenforceable, invalid entitled to recover from such Borrower or illegalParent.

GUARANTEE AND INDEMNITY. (a) The Guarantor hereby irrevocably and unconditionally guarantees to TfL: (i) the due and undertakes to punctual performance by the Beneficiary to procure that the Supplier duly D&C Contractor of each and punctually performs all of the Guaranteed Obligations now or hereafter obligations, duties and undertakings of the D&C Contractor under and pursuant to this Deed when and if and to the extent that such obligations, duties and undertakings shall properly become due and performable according to the terms of this Deed (the "Warranty Obligations"); and (ii) the due payment and discharge of all such sums of money and liabilities due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier D&C Contractor to TfL pursuant to this Deed, and the Beneficiary under Guarantor undertakes to TfL fully to perform and observe or in connection with procure the Guaranteed Agreement or in respect performance and observance of all of the Guaranteed Obligations as Warranty Obligations, including the payment of any and all sums of money and liabilities due, owing or incurred or payable by the D&C Contractor to TfL pursuant to this Deed if it were a primary obligor. If at any time the Supplier D&C Contractor shall fail in any respect to perform, observe and/or pay the same. (b) The Guarantor hereby shall release and indemnify TfL and any TfL Related Party at all times from and against all Losses arising as a result of any claim, demand, proceedings or liability, loss, damage, costs and/or expenses arising directly out of any failure by the D&C Contractor to perform any of the Guaranteed ObligationsWarranty Obligations (whether such failure arises as a result of the D&C Contractor's breach, default, act or omission or as a result of the termination of the D&C Contractor's engagement under this Deed or as a result of the D&C Contractor going into liquidation, administration or receivership or having an administrator appointed or becoming subject to any other form of insolvency or similar proceedings or procedure or arrangement for the protection of creditors or the winding-up of the D&C Contractor), including all expenses, legal fees and taxes incurred by TfL in connection with TfL enforcing any of its rights under this Deed and undertakes to pay to TfL immediately on TfL's first written demand the amount(s) of any such loss, damage, liability, costs, expenses and/or taxes. (c) Subject to clause 9.2 (Savings), clause 9.4 (TfL protections), clause 9.5 (Waiver of Guarantor's rights) and clause 9.7 (Payments to be made without set-off or withholding) hereof, in no circumstances shall the liability of the Guarantor to TfL under this Deed (except in relation to any expenses, legal fees and taxes referred to in this clause 9.1 (Guarantee and indemnity)) exceed the liability of the D&C Contractor to TfL under this Deed and without prejudice to the foregoing, as primary obligorbetween the Guarantor and TfL, irrevocably and unconditionally undertakes all the defences available to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary D&C Contractor in respect of its liabilities under this Deed or otherwise available to the Guaranteed Obligations D&C Contractor at Law (if and liable as to the extent that those defences are not specific to the D&C Contractor and would be available to the Guarantor if the Guaranteed Agreement Guarantor had been entered into directly by party to this Deed in place of the D&C Contractor) shall be available to the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) in respect of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalthis Deed.

GUARANTEE AND INDEMNITY. The In consideration of the Beneficiary entering into the Principal Agreement with the Primary Obligor, the Guarantor by way of primary obligation and not by way of surety hereby: ANNEX F-2 Page 7 (a) irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly punctual performance and punctually performs observance by the Parent Guarantor of each and all of the Guaranteed Obligations now or hereafter due, owing or which have become due and performable and which may become due and performable according to the terms of the Parent Guarantee (including all expenses and legal fees incurred by the Supplier Beneficiary in connection with the Beneficiary seeking to enforce the Parent Guarantee); (b) without prejudice to paragraph (a) of this Clause 2.1, undertakes to the Beneficiary. The Beneficiary that: (i) if the Parent Guarantor irrevocably and unconditionally undertakes upon demand fails to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become sum payable by the Supplier Parent Guarantor to the Beneficiary under as and when due (or in connection with within any applicable grace period pursuant to the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed ObligationsParent Guarantee), the Guarantor, as primary obligor, irrevocably and unconditionally undertakes Guarantor shall pay that sum to the Beneficiary that, upon first within three (3) Business Days following receipt of a written demand by the Beneficiary it shallBeneficiary; and (ii) if the Parent Guarantor fails to perform in whole or in part any of its other obligations under the Parent Guarantee as and when due (or within any applicable grace period specified in the Parent Guarantee), at the cost Guarantor shall remedy, or procure the remedy, of such failure to perform in accordance with the terms and expense conditions of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor Parent Guarantee within three (3) Business Days of being required to the Beneficiary do so in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly writing by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.and

GUARANTEE AND INDEMNITY. The 33.1 Each Guarantor acknowledges that we enter into this Agreement at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. 33.2 Each Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs punctual performance of all of the Guaranteed Obligations now or hereafter due, owing or incurred Borrower’s obligations under this Agreement. Each Guarantor must immediately upon demand pay us any amount not paid when due by the Supplier to the Beneficiary. The Borrower under this Agreement. 33.3 Each Guarantor unconditionally and irrevocably indemnifies us against all losses, damages, costs, charges, liabilities and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities expenses which are now or we at any time hereafter shall have become payable by the Supplier to the Beneficiary under suffer or in connection with the Guaranteed Agreement or in respect incur because: any of the Guaranteed Obligations as if it were a primary obligor. If at Borrower’s obligations expressed in this Agreement is void, voidable or wholly or partially unenforceable; We have to disgorge any time money paid to us on the Supplier shall fail Borrower’s account under this Agreement; or the Borrower fails to perform any obligation under this Agreement. 33.4 The indemnity in clause 33.3 is a continuing obligation, separate and independent from each Guarantor’s other obligations under any other Agreement. It continues after those other obligations end. 33.5 Each Guarantor must pay moneys owing under this Agreement in immediately available funds without any deduction and waives any right of set-off and any right to rely on any defence available to the Borrower. 33.6 The obligations and liabilities of each Guarantor and our rights under this Agreement continue and are not affected by: Our granting of any time or indulgence to the Borrower or another person; Our compounding or compromising with or wholly or partially releasing the Borrower or another person; laches, acquiescence, delay, acts, omissions or mistakes by us; We taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for the Borrower’s obligations under any this Agreement or any such security being or becoming void, voidable or unenforceable; any person who is intended to assume liability as a Guarantor under this Agreement not doing so effectively, failing to execute this Agreement or being discharged; any novation, assignment, termination or variation of this Agreement; the Borrower’s death, mental illness or bankruptcy or the death, mental illness or bankruptcy of any individual Guarantor; if the Borrower or any Guarantor is a corporation and is Insolvent or deregistered; a Agreement being constituted without reference to or consent by the Guarantors; or anything else which might otherwise have such effect at law or in equity. (a) Each Guarantor’s liability is not limited or otherwise affected by having entered into this Agreement as trustee of the Guaranteed Obligationstrust named in the Schedule. (b) If any Guarantor has entered into this Agreement as trustee of the trust, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes Guarantor must exercise its right of indemnity against trust assets to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense enable payment of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed money due under this Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveright, the Guarantor authorises us to have recourse to and satisfy any liability of the Guarantor under this Agreement directly out of the trust assets. 33.8 Each Guarantor acknowledges we may claim against the Guarantor under this Agreement before we enforce any of its rights: against the Borrower or any other person; or under another document such as a primary obligor irrevocably guarantee and unconditionally undertakes indemnity, Mortgage, charge or other security. 33.9 This guarantee and indemnity does not merge with or adversely affect: any other guarantee and indemnity, or Mortgage, charge or other security, or right or remedy to indemnify which we are entitled at any time; or a judgment or order which we obtains against any Guarantor in respect of an amount payable under this guarantee and keep indemnity. We may still exercise its rights under the Beneficiary indemnified on demand against all lossesguarantee and indemnity as well as under the judgment, damagesorder, costs and expenses (including VAT thereonother guarantee or security. 33.10 So long as an amount payable under this Agreement remains unpaid, and includingeach Guarantor may not, without limitationour consent: exercise any legal rights to claim to be entitled to the benefit of another guarantee or mortgage, all legal costs and expenses), charge or other security given in connection with an amount payable under this Agreement; claim an amount from the Borrower or another Guarantor under a right of whatever nature, whether arising under statute, contract indemnity; or at common law, which such Beneficiary may suffer claim an amount in the Borrower’s or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the another Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal’s insolvency.

GUARANTEE AND INDEMNITY. The 2.1 In consideration of the Beneficiary [entering into the Contract] [accepting this Deed in discharge of the Constructor's obligation under the Contract to procure this Deed], the Guarantor hereby irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that Beneficiary, as a primary obligation and not merely as surety: 2.1.1 the Supplier duly full and punctually performs prompt payment when due of all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and Constructor's payment obligations and/or financial liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary arising under or in connection with the Guaranteed Agreement or in respect as result of a breach of the Guaranteed Obligations Contract ([whether sole or joint with one or more persons, and] whether of principal, interest or otherwise); and 2.1.2 the full and prompt performance when due of all the Constructor's obligations, representations, warranties, indemnities, covenants, undertakings, duties and agreements contained in or arising in connection with the Contract. 2.2 All obligations, representations, warranties, indemnities, covenants, undertakings, duties and agreements described in clauses 2.1.1 and 2.1.2 above are collectively referred to herein as if it were a primary obligorthe "Obligations". If at any time the Supplier shall fail Constructor fails, neglects or refuses to timely or fully perform any of the Guaranteed ObligationsObligations as expressly provided in the terms and conditions of the Contract or commits any breach of any provision of the Contract, then, upon receipt of written notice from the Beneficiary specifying the failure or breach (as appropriate) and requiring the Guarantor to so perform, the GuarantorGuarantor shall immediately commence to perform, or to cause to be performed, in place of the Constructor all or any of the Obligations or responsibility as required pursuant to the terms and conditions of the Contract. 2.3 In addition to its obligations set out in clauses 2.1 and 2.2 above, as a separate, additional continuing primary obligorobligation under this Guarantee, irrevocably the Guarantor agrees to indemnify (and unconditionally undertakes to keep indemnified) and hold harmless the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified on demand: 2.3.1 against all losses, damages, costs and and/or expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such the Beneficiary may suffer, incur or sustain arising in by reason of any way whatsoever out of a failure breach by the Supplier to perform Constructor of the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations Obligations; and 2.3.2 against any loss or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep suffered by the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by of the Guarantor Obligations is or becomes unenforceable, invalid or illegal as if the obligation guaranteed such Obligation had not become unenforceable, invalid or illegal provided that Clause 2.3.2 shall apply only: (a) if the Obligation is or has become, unenforceable, invalid or illegal as a result of (i) the Constructor not having the due status, capacity, power or authorisation to enter into the Contract (ii) the Constructor not validly executing the Contract (iii) the Constructor not being validly incorporated and existing (iv) the entry into the Contract by the Constructor conflicting with its constitutional documents or (v) insolvency, bankruptcy, or similar proceedings or circumstances affecting the Constructor, or (b) where the Obligation would not be or have become generally unenforceable, invalid or illegal against a person performing the role of the Constructor under the Contract. 2.4 Subject to Clause 2.3.2 and Clause 9: 2.4.1 the Guarantor's liability hereunder in respect of any matter shall be no greater in amount or duration than the Supplier's liability it would have been if it had been named as a Constructor under the obligation guaranteed had not become unenforceableContract having joint and several liability with the Constructor, invalid and 2.4.2 with respect to any claim, action or illegalproceeding against the Guarantor in connection with this Guarantee, the Guarantor shall be entitled to rely upon those defences which the Constructor would be able to assert under the Contract if such claim, action or proceeding were to be asserted or instituted against the Constructor under the Contract.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier Contractor duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Contractor to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Contractor to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier Contractor shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Contractor to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier Contractor under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the SupplierContractor's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The (a) Each Guarantor irrevocably and unconditionally unconditionally, jointly and severally: (i) guarantees and to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents; (ii) undertakes to the Beneficiary to procure with each Finance Party that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to whenever a Borrower does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations any Finance Document, that Guarantor shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses and (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,iii) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified indemnifies each Finance Party immediately on demand against all lossesany cost, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract loss or at common law, which such Beneficiary may suffer or incur liability suffered by that Finance Party if any obligation guaranteed by the Guarantor it under this paragraph (a) of Clause 19.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal as if illegal. The amount of the obligation guaranteed had not become unenforceablecost, invalid loss or illegal provided that the Guarantor's liability shall be no greater than equal to the Supplier's liability amount which that Finance Party would otherwise have been entitled to recover; (b) Each Guarantor which is incorporated in the U.S. (a “U.S. Guarantor”) irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Bilateral Borrower (other than a Borrower) of all that Bilateral Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Bilateral Borrower (other than a Borrower) does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed had not become by it under this paragraph (b) of Clause 19.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover; (c) Each Guarantor which is not a U.S. Guarantor irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Bilateral Borrower that is not incorporated in the U.S. (other than the Borrower) of all that Bilateral Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Bilateral Borrower that is not incorporated in the U.S. (other than a Borrower) does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it under this paragraph (c) of Clause 19.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

GUARANTEE AND INDEMNITY. The 32.1 Each Guarantor acknowledges that we enter into this Finance Lease at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. 32.2 Each Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs punctual performance of all of the Guaranteed Obligations now or hereafter due, owing or incurred Lessee’s obligations under this Finance Lease. Each Guarantor must immediately upon demand pay us any amount not paid when due by the Supplier to the Beneficiary. The Lessee under this Finance Lease. 32.3 Each Guarantor unconditionally and irrevocably indemnifies us against all losses, damages, costs, charges, liabilities and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities expenses which are now or we may at any time hereafter shall have become payable by the Supplier to the Beneficiary under suffer or in connection with the Guaranteed Agreement or in respect incur because: (a) any of the Guaranteed Obligations as if it were a primary obligor. If at Lessee’s obligations expressed in this Finance Lease is void, voidable or wholly or partially unenforceable; (b) we have to disgorge any time money paid to us on the Supplier shall fail Lessee’s account under this Finance Lease; or (c) the Lessee fails to perform any obligation under this Finance Lease. 32.4 The indemnity in clause 32.3 is a continuing obligation, separate and independent from each Guarantor’s other obligations under any other Finance Lease. It continues after those other obligations end. 32.5 Each Guarantor must pay moneys owing under this Finance Lease in immediately available funds without any deduction and waives any right of set-off and any right to rely on any defence available to the Lessee. 32.6 The obligations and liabilities of each Guarantor and our rights under this Finance Lease continue and are not affected by: (a) our granting of any time or indulgence to the Lessee or another person; (b) our compounding or compromising with or wholly or partially releasing the Lessee or another person; (c) laches, acquiescence, delay, acts, omissions or mistakes by us; (d) our taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for the Lessee’s obligations under any this Finance Lease or any such security being or becoming void, voidable or unenforceable; (e) any person who is intended to assume liability as a Guarantor under this Finance Lease not doing so effectively, failing to execute this Finance Lease or being discharged; (f) any novation, assignment, termination or variation of this Finance Lease; (g) the Lessee’s death, mental illness or bankruptcy or the death, mental illness or bankruptcy of any individual Guarantor; (h) if the Lessee or the Guarantor are a corporation and are Insolvent or deregistered; (i) a Finance Lease being constituted without reference to or consent by the Guarantor; or (j) anything else which might otherwise have such effect at law or in equity. (a) Each Guarantor’s liability is not limited or otherwise affected by having entered into this Finance Lease as trustee of the Guaranteed Obligationstrust named in the Schedule. (b) If any Guarantor has entered into this Finance Lease as trustee of the trust, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes Guarantor must exercise its right of indemnity against trust assets to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense enable payment of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; money due under this Finance Lease and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveright, the Guarantor authorises us to have recourse to and satisfy any liability of the Guarantor under this Finance Lease directly out of the trust assets. 32.8 Each Guarantor acknowledges we may claim against the Guarantor under this Finance Lease before we enforce any of its rights: (a) against the Lessee or any other person; or (b) under another document such as a primary obligor irrevocably guarantee and unconditionally undertakes indemnity, mortgage, charge or other security. 32.9 This guarantee and indemnity does not merge with or adversely affect: (a) any other guarantee and indemnity, or mortgage, charge or other security, or right or remedy to indemnify which we are entitled at any time; or (b) a judgment or order which we obtain against the Guarantor in respect of an amount payable under this guarantee and keep indemnity. We may still exercise its rights under the Beneficiary indemnified on demand against all lossesguarantee and indemnity as well as under the judgment, damagesorder, costs and expenses (including VAT thereonother guarantee or security. 32.10 So long as an amount payable under this Finance Lease remains unpaid, and includingeach Guarantor may not, without limitationour consent: (a) exercise any legal rights to claim to be entitled to the benefit of another guarantee or mortgage, all legal costs and expenses), charge or other security given in connection with an amount payable under this Finance Lease; (b) claim an amount from the Lessee or another Guarantor under a right of whatever nature, whether arising under statute, contract indemnity; or (c) claim an amount in the Lessee’s or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the another Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal’s insolvency.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier will duly and punctually performs perform all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by an Affiliate or other third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. 2.2. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. 2.3. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1. fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by a third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2. fully indemnify and keep the Beneficiary fully indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. 2.4. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all 'properly incurred, legally enforceable and reasonably mitigated losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure ensure that the Supplier duly and punctually Agency performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier due to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary on demand all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Agency owes to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations Obligations, as if it were a primary obligor. . 2.3 If at any time the Supplier shall fail Agency fails to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first on demand by the Beneficiary it shallwill, at the its own cost and expense of the Guarantorexpense: ● fully, punctually and specifically perform such the Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and ● as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and includingand, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of from a failure by the Supplier Agency to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to would be imposed on the Supplier Agency under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and includingand, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such the Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the illegal. The Guarantor's liability shall be no greater than the SupplierAgency's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes (a) In this clause 30 references to 'you' are references to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand Guarantors. (1) You guarantee to pay to us all amounts that become owing to us by the Beneficiary Renter under this agreement or any Related Agreement. (2) You give this Guarantee and Indemnity because we have agreed, at your request, to enter into this agreement with the Renter. (3) We may enforce this Guarantee and Indemnity against you before exercising our rights against the Renter. (4) This Guarantee and Indemnity is a continuing guarantee and indemnity and remains enforceable even if something occurs that would otherwise release you. (5) You agree to reimburse us for all monies expenses we incur in exercising our rights under this Guarantee and liabilities Indemnity. (6) You covenant to us that you will indemnify us against all losses suffered by us as a consequence of: • The Renter's failure to comply with its obligations under this agreement; • The Renter not being bound by its obligations under this agreement for any reason; • The Renter not owing for any reason any amount which are now or at any time hereafter shall have become would otherwise be an amount payable by you under this Guarantee and Indemnity. (7) Where you enter this Guarantee and Indemnity as a trustee, you must provide us with a copy of any relevant trust document including the Supplier trust deed and any documents varying the terms of the trust. You also give us the representations and warranties set out in clause 1(n) as if references to 'this agreement' were references to this Guarantee and Indemnity. (b) This clause 30(b) applies if RentSmart Pty Limited enters into this agreement (including the Guarantee and Indemnity) as an agent and the Principal has adopted the Code of Banking Practice. (1) If you are an individual and the Renter is an individual or a small business (as defined in the Code of Banking Practice), the relevant provisions of the Code of Banking Practice apply to this Guarantee and Indemnity. (2) Your liability under this Guarantee and Indemnity is limited to the Beneficiary total of: • the amount specified in the total of all amounts payable over the Initial Term including the total stamp duty payable during the Initial Term and the GST included in the upfront charge as contained in the Rental Agreement; • the interest due and payable under clause 6(b) (if any); • our expenses referred to in clause 30(a)(5) (if any); and • our losses referred to in clause 30(a)(6) (if any). (3) You may, by written notice to us, limit the amount or in connection with nature of the Guaranteed Agreement liabilities guaranteed under the Guarantee and Indemnity. We do not have to accept such a limit if it is below the Renter’s liability under this agreement at the time plus any interest or fees and charges which may be subsequently incurred in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and that liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier Contractor duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Contractor to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Contractor to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. Obligations. 2.3 If at any time the Supplier Contractor shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform (or shall procure that an Affiliate (as such term is defined in the Guaranteed Agreement) reasonably acceptable to the Beneficiary shall so perform) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and be liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, and 2.3.2 indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, including all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Contractor to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier Contractor under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, including all legal costs and expensesexpenses on a solicitor and own client basis, together with any disbursements), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the SupplierContractor's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal. 2.5 Where the liability in respect of Guaranteed Obligations arises in respect of the Framework Agreement, the Guarantor shall benefit from the same defences and limitations on its liability as the Contractor would have had under that Framework Agreement. 2.6 Where the liability in respect of Guaranteed Obligations arises in respect of a Call- Off Contract, the Guarantor shall benefit from the same defences and limitations on its liability as the Contractor would have had under that Call-Off Contract. 2.7 The Beneficiary shall not invoke its rights under any of clauses 2.1 to 2.4 unless the Contractor has failed to perform or otherwise satisfy the relevant obligation and has not remedied the same within ten (10) Working Days of written notice to do so.

GUARANTEE AND INDEMNITY. (a) The Guarantor hereby irrevocably and unconditionally guarantees to TfL the due and undertakes to punctual performance by the Beneficiary to procure that the Supplier duly O&M Contractor of each and punctually performs all of the Guaranteed Obligations now or hereafter obligations, duties and undertakings of the O&M Contractor under and pursuant to this Deed when and if and to the extent that such obligations, duties and undertakings shall properly become due and performable according to the terms of this Deed (the "Warranty Obligations") and the due payment and discharge of all such sums of money and liabilities due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier O&M Contractor to TfL pursuant to this Deed and the Beneficiary under Guarantor undertakes to TfL fully to perform and observe or in connection with procure the Guaranteed Agreement or in respect performance and observance of all of the Guaranteed Obligations as Warranty Obligations, including the payment of any and all sums of money and liabilities due, owing or incurred or payable by the O&M Contractor to TfL pursuant to this Deed if it were a primary obligor. If at any time the Supplier O&M Contractor shall fail in any respect to perform, observe and/or pay the same. (b) The Guarantor hereby shall release and indemnify TfL and any TfL Related Party at all times from and against all Losses arising as a result of any claim, demand, proceedings or liability, loss, damage, costs and/or expenses arising directly out of any failure by the O&M Contractor to perform any of the Guaranteed ObligationsWarranty Obligations (whether such failure arises as a result of the O&M Contractor's breach, default, act or omission or as a result of the termination of the O&M Contractor's engagement under this Deed or as a result of the O&M Contractor going into liquidation, administration or receivership or having an administrator appointed or becoming subject to any other form of insolvency or similar proceedings or procedure or arrangement for the protection of creditors or the winding-up of the O&M Contractor), including all expenses, legal fees and taxes incurred by TfL in connection with TfL enforcing any of its rights under this Deed and undertakes to pay to TfL immediately on TfL's first written demand the amount(s) of any such loss, damage, liability, costs, expenses and/or taxes. (c) Subject to clause 8.2 (Savings), clause 8.4 (TfL Protections), clause 8.5 (Waiver of Guarantor's rights) and clause 8.7 (Payments to be made without set-off or withholding) hereof, in no circumstances shall the liability of the Guarantor to TfL under this Deed (except in relation to any expenses, legal fees and taxes referred to in this clause 8.1 (Guarantee and indemnity) exceed the liability of the O&M Contractor to TfL under this Deed and without prejudice to the foregoing, as primary obligorbetween the Guarantor and TfL, irrevocably and unconditionally undertakes all the defences available to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary O&M Contractor in respect of its liabilities under this Deed or otherwise available to the Guaranteed Obligations O&M Contractor at Law (if and liable as to the extent that those defences are not specific to the O&M Contractor and would be available to the Guarantor if the Guaranteed Agreement Guarantor had been entered into directly by party to this Deed in place of the O&M Contractor) shall be available to the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) in respect of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalthis Deed.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally unconditionally, jointly and severally (gesamtschuldnerisch), but subject to any limitations explicitly set out in Clause 2.10 (German Limitations) or in any Accession Letter by which such Guarantor became a party hereto: (a) guarantees and undertakes (garantiert) by way of an independent payment obligation (selbständiges Zahlungsversprechen) to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred each Secured Party (as represented by the Supplier to Super Senior Agent or the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand Security Agent) to pay to the Beneficiary all monies and liabilities which are now that Secured Party any amount of principal, interest, costs, expenses or at any time hereafter shall have become payable by the Supplier to the Beneficiary other amount under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform Senior Finance Documents that has not been fully and irrevocably paid by any of the Guaranteed Obligations, Obligors; the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first payment shall be due (fällig) within three Business Days of a written demand by a Secured Party (or the Beneficiary it shallSuper Senior Agent or Security Agent on its behalf) stating the sum demanded from that Guarantor and that such sum is an amount of principal, at interest, costs, expenses or other amounts under or in connection with the cost Senior Finance Documents that has not been fully and expense irrevocably paid by the Obligors; and (b) undertakes against each Secured Party (as represented by the Super Senior Agent or the Security Agent) to indemnify (schadlos halten) each Secured Party against any cost, loss or liability suffered by a Secured Party if any obligation of an Obligor under or in connection with any of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result Senior Finance Documents or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability illegal. The amount payable by a Guarantor under this paragraph (b) shall be no greater than equal to the Supplier's liability amount which each Secured Party would otherwise have been if entitled to recover (Ersatz des positiven Interesses) and that claim shall be due (fällig) within three Business Days of a written demand by the obligation guaranteed had Super Senior Agent or the Security Agent on its own behalf or on behalf of a Secured Party.‌ For the avoidance of doubt this Guarantee does not become unenforceableconstitute a guarantee upon first demand (Garantie auf erstes Anfordern) and, invalid in particular, receipt of such written demand shall not preclude any rights and/or defenses a Guarantor may have with respect to any payment requested by the Super Senior Agent or illegalthe Security Agent on its own behalf or on behalf of a Secured Party under this Guarantee.

GUARANTEE AND INDEMNITY. 25.1. This clause applies where the Buyer is a company in which case the directors and shareholders of the Buyer are to provide a guarantee and indemnity to SugarWorld in respect of the obligations of the Buyer upon the terms set out in this clause. 25.2. The Guarantor irrevocably and unconditionally hereby guarantees and undertakes to SugarWorld the due punctual payment by the Buyer to SugarWorld of all sums of money becoming due, owing or payable by the Buyer to the Beneficiary SugarWorld under the terms of and or as a result of this deed (the “Guaranteed Monies") at the times and in the manner as set out in this deed or otherwise on demand. 25.3. The Guarantor hereby guarantees the due and punctual performance and observance by the Buyer of all and any of the covenants, provisions and stipulations on the part of the Buyer to procure that be performed and observed under and pursuant to this deed ("the Supplier duly Guaranteed Obligations"). 25.4. The Guarantor further indemnifies SugarWorld against and punctually performs all in respect of any damage, loss, claim, demand, cost, expense or obligation direct or indirect which the SugarWorld has or may suffer incur or sustain as a result of the Buyer's failure to pay the Guaranteed Monies when due or to perform the Guaranteed Obligations when due. 25.5. This guarantee and indemnity shall be a continuing guarantee and indemnity until the whole of the Guaranteed Monies are paid and the whole of the Guaranteed Obligations now performed and shall be independent of and in addition to and in no way affected by any other security instrument or document which SugarWorld may hereafter due, owing obtain or incurred by hold for any indebtedness or liability whatsoever of the Supplier Buyer or other Guarantor to SugarWorld. 25.6. The liability of the Guarantor shall not be affected or discharged in any way whatsoever in the event that the SugarWorld grants or agrees to grant to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay Buyer any time or any other indulgence or consideration or in the event that SugarWorld compounds with or releases or assents to the Beneficiary all monies and liabilities which are now winding up of the Buyer or wholly or partially releases or discharges the Buyer from any of the terms of this deed or in the event that the SugarWorld varies any of the terms of this deed. 25.7. SugarWorld shall not be bound at any time hereafter to exercise any of its rights under this deed or in any collateral or other deed or contract and any omission failure of refusal by SugarWorld so to do shall have become payable not prejudice, affect, discharge or diminish any of the liabilities of the Guarantor hereunder and the liability of the Guarantor hereunder shall not be affected or discharged by any other laches or mistakes on SugarWorld's part. 25.8. If by reason of any statute, rule of law or for any other reason whatsoever any covenant, term or condition of this deed is rendered unenforceable by the Supplier SugarWorld against the Buyer then the Guarantor agrees hereby at all times to indemnify SugarWorld to the Beneficiary under or in connection with the Guaranteed Agreement or full extent in respect of the Guaranteed Obligations as if it were a primary obligorMonies or any part thereof which have thereby been rendered unrecoverable by SugarWorld from the Buyer. 25.9. If at any time For the Supplier shall fail to perform any purposes of the Guaranteed Obligationsthis guarantee, the Guarantor, Guarantor may be treated as primary obligor, irrevocably the principal debtor under the Contract and unconditionally undertakes the Guarantor waives all rights either at law or under any statute that the Guarantor might otherwise be entitled to claim or enforce in respect thereof. 25.10. Any notice or consent to be given or any demand to be made by SugarWorld to the Beneficiary thatGuarantor under or pursuant to this guarantee may be given or made by writing under the hand of SugarWorld or of any manager, upon first demand acting manager, clerk, solicitor or any other person acting on behalf of SugarWorld and may be delivered by the Beneficiary it shall, at the cost and expense of prepaid post addressed to the Guarantor: fully, punctually 's address stated herein and specifically perform any such Guaranteed Obligations as if it were itself a direct and primary obligor notice consent or demand shall be deemed to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had have been entered into directly received by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract day after posting or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalsending.

GUARANTEE AND INDEMNITY. The 15.1 This clause 15 will apply if a Guarantor irrevocably and unconditionally is named in the Rental Schedule. 15.2 Since ORIX has entered into this Rental Agreement because the Guarantor asked it to, the Guarantor — (a) guarantees and undertakes to — (i) the Beneficiary to procure that the Supplier duly and punctually performs payment of all of the Guaranteed Obligations now or hereafter due, amounts owing or incurred by the Supplier Customer to ORIX under this Rental Agreement; and (ii) the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable performance by the Supplier to Customer of all its other obligations under this Rental Agreement; and (b) indemnifies ORIX for any loss or damage it might suffer if, for any reason — (i) the Beneficiary Customer does not pay ORIX any amounts which the Customer owes ORIX under or in connection with this Rental Agreement; or (ii) the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to Customer does not perform any of its other obligations under this Rental Agreement; or (iii) ORIX cannot recover any amount from the Guaranteed Obligations, Customer under the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to Rental Agreement or from the Beneficiary that, upon first demand by Guarantor under the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary guarantee in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been Clause 15.2(a). 15.3 The Guarantor acknowledges — (a) that ORIX has entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities Rental Agreement relying on the Guarantor than are purported fact that all information given to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveORIX, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all lossesdirectly or indirectly, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is accurate and not misleading. It will be a breach of this Rental Agreement if it is discovered that information given to ORIX was inaccurate or becomes unenforceablemisleading; (b) that ORIX has given no advice to the Guarantor about entering into the Guarantee and Indemnity contained in this Rental Agreement; (c) that, invalid before the Guarantor agreed to sign the Rental Schedule, the Guarantor made independent enquiries and obtained such advice (legal, accounting or illegal financial) as the Guarantor considered appropriate; (d) that, if so requested by ORIX, the obligation guaranteed Guarantor has had the full consequences of the Guarantee and Indemnity contained in this Rental Agreement explained to it by an independent lawyer before the Guarantor agreed to sign the Rental Schedule; and (e) that it benefits by entering into the Guarantee and Indemnity contained in this Rental Agreement. 15.4 ORIX need not become unenforceableenforce any of its rights against the Customer before claiming from the Guarantor under the Guarantee and Indemnity contained in this Rental Agreement. Also, invalid or illegal provided that the Guarantor's liability shall be no greater than under the Supplier's liability would Guarantee and Indemnity contained in this Rental Agreement continues until all amounts that the Customer owes ORIX have been paid and are not required to be returned because the Customer was or becomes insolvent. 15.5 The Guarantor is still liable even if — (a) ORIX gives the obligation guaranteed had Customer extra time to pay; or (b) ORIX tells the Customer that it does not become unenforceablehave to pay; or (c) ORIX is slow in taking action to enforce this Guarantee and Indemnity; or (d) ORIX changes this Rental Agreement without the Guarantor's consent; or (e) ORIX exercises any of its rights under Clause 12 of this Rental Agreement; or (f) a person who was to sign the Guarantee and Indemnity contained in this Rental Agreement does not do so; or (g) anything else happens which would otherwise have the effect of releasing the Guarantor from the Guarantee and Indemnity contained in this Rental Agreement. 15.6 Unless the Guarantor has indicated otherwise in the Rental Schedule, invalid the Guarantor warrants that it does not enter into the Guarantee and Indemnity contained in this Rental Agreement as trustee of any trust or illegalsettlement. If the Guarantor is a trustee — (i) the Guarantor warrants — (A) that it is the sole trustee of the trust; and (B) that it has the necessary power to enter into the Guarantee and Indemnity contained in this Rental Agreement and enters into it with the consent and for the benefit of the beneficiaries of the trust; and (C) that it has the right to seek recourse or indemnification from the trust's assets for the obligations incurred by it under the Guarantee and Indemnity contained in this Rental Agreement; and (ii) the Guarantor agrees — (A) that, without ORIX's consent, it will not retire or be removed as trustee, the trust will not be terminated and the trust deed will not be changed; and (B) that, if ORIX requests, it will give ORIX copies of the trust deed and other documents relating to the trust; and (C) that it personally indemnifies ORIX against any liability or loss arising from and any costs, charges and expenses reasonably incurred in connection with a breach by the Guarantor of this Clause 15.6.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably hereby guarantees the full payment and unconditionally guarantees performance of, and undertakes shall exonerate, indemnify, and hold Surety harmless from, any and all liability and Loss, sustained or incurred, arising from or related to the Beneficiary following: (a) any Transferred Bond, (b) any Claim, (c) Guarantor failing to procure that the Supplier duly timely and punctually performs all of the Guaranteed Obligations now completely perform or hereafter duecomply with this Agreement, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes parties to the Beneficiary thatDore Agreement failing to timely and completely perform or comply with the Dore Agreement with respect to any Transferred Bond, (d) Surety enforcing this Agreement or the Dore Agreement with respect to any Transferred Bond or (e) any act of Surety to protect or procure any of Surety’s rights, protect or preserve any of Surety’s interests, or to avoid, or lessen Surety’s liability or alleged liability, all with respect to any Transferred Bond. The liability of Guarantor to Surety under this Agreement includes all Claims made on Surety, all payments made, Loss incurred, and all actions taken by Surety with respect to any Transferred Bond under the Good Faith belief that Surety is, would be or was liable for the amounts paid or the actions taken, or that it was necessary or expedient to make such payments or take such actions, whether or not such liability, necessity or expediency existed. Guarantor shall promptly, upon first demand demand, make payment to Surety as soon as liability or Loss exists, whether or not Surety has made any payment. An itemized statement of Loss, sworn to by any officer of Surety, or the Beneficiary it shallvoucher or other evidence of any payment, at the cost and expense shall be prima facie evidence of the Guarantor: fullyfact, punctually amount and specifically perform extent of the liability of Guarantor for such Guaranteed Obligations as if it were itself a direct Loss. This Guarantee and primary obligor Indemnity includes all Loss arising from or related to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liabilityTransferred Bonds, indemnify and keep the Beneficiary indemnified against including all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature Loss which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by arise under the Supplier to perform the Guaranteed Obligations save that, subject Dore Agreement with respect to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalTransferred Bonds.

GUARANTEE AND INDEMNITY. (a) The Guarantor irrevocably and unconditionally guarantees to each of the Beneficiaries due and undertakes to punctual payment and discharge by the Beneficiary to procure that the Supplier duly and punctually performs all Subscriber of the Guaranteed Obligations now or hereafter dueObligations, owing or incurred by such that the Supplier Guarantor undertakes to each of the Beneficiaries that, whenever the Subscriber does not pay any amount of any Guaranteed Obligation owed to a Beneficiary. , the Guarantor shall pay that amount to such Beneficiary as if he were the principal obligor. (b) The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect each of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary Beneficiaries that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes (in whole or in part) void, unenforceable, invalid or illegal for any reason (whether or not known to the Guarantor) (including by reason of any Subscriber Insolvency Event), the Guarantor will, as if an independent and primary obligation, indemnify each Beneficiary immediately on demand against any cost, loss or liability it incurs as a result of the Subscriber not paying any amount that would be due from the Subscriber as a Guaranteed Obligation but for the Agreement being so void, unenforceable, invalid or illegal, on the date when it is or would have been due. The Guarantor’s liability under this Clause 2.1(b) in respect of any obligation guaranteed had of the Subscriber shall not become exceed such amount as would (but for the Agreement being void, unenforceable, invalid or illegal provided in the relevant respect) be the liability of the Subscriber in respect of such obligation. (c) Any references in this Deed to a “guarantee” or a “Guarantor” and any provisions of this Deed relating to a guarantee but not to a primary obligation shall be ignored for the purpose of interpreting the nature of the Guarantor’s obligations under Clause 2.1(b). (d) A Beneficiary shall not make any claim under this Deed in respect of an Indemnity Claim unless: (i) either: (A) the Subscriber shall not have paid the amount of such Indemnity Claim to such Beneficiary in full within 30 (thirty) days from the date on which such Indemnity Claim is due for payment under the Agreement (for which purpose it shall be assumed that the Guarantor's liability full amount of such Indemnity Claim is validly claimed); or (B) a Subscriber Insolvency Event shall be no greater than have occurred or the Supplier's liability would Agreement is or shall have been if become (in whole or in any relevant respect) void, unenforceable, invalid or illegal; and (ii) either: (A) KR 1875 shall not have paid the obligation guaranteed had not amount of such Indemnity Claim to such Beneficiary in full as at the expiry of 30 (thirty) days following the later of: (X) such Beneficiary having given KR 1875 a written demand therefor under the KR 1875 Suretyship; and (Y) (where Clause Schedule 1Part 32.1(d)(i)(A) applies only) the expiry of the thirty-day period referred to in Clause Schedule 1Part 32.1(d)(i)(A); or (B) a KR 1875 Insolvency Event shall have occurred, the KR 1875 Suretyship shall have expired or terminated or the KR 1875 Suretyship is or shall have become (in whole or in any relevant respect) void, unenforceable, invalid or illegal. (e) A Beneficiary shall not make any claim under this Deed in respect of a Warranty Claim unless: (i) either: (A) the liability of the Subscriber in respect of such Warranty Claim shall have been determined by an arbitral award given pursuant to clause 31 of the Agreement or agreed in writing by the Company and the Subscriber, and the Subscriber shall not have paid the amount of such liability to such Beneficiary in full on the due date for payment thereof, determined as provided in clause 27 of the Agreement; or (B) a Subscriber Insolvency Event shall have occurred, it shall have been determined by a final arbitral award given pursuant to clause 31 of the Agreement that the Agreement is or has become (in whole or in any relevant respect) void, unenforceable, invalid or illegal and/or the Subscriber shall have raised any defence or objection to any actual or proposed arbitral proceedings pursuant to clause 31 of the Agreement on the basis that such clause is (in whole or in part) void, unenforceable, invalid or illegal; and (ii) either: (A) KR 1875 shall not have paid the amount of the liability of the Subscriber in respect of such Warranty Claim (as determined by the relevant arbitral award or agreement) (where Clause Schedule 1Part 32.1(e)(i)(A) applies) or the amount of such Warranty Claim (where Clause Schedule 1Part 32.1(e)(i)(B) applies) in full to such Beneficiary as at the expiry of 30 (thirty) days following the later of: (X) such Beneficiary having given KR 1875 a written demand therefor under the KR 1875 Suretyship (supported, where Clause Schedule 1Part 32.1(e)(i)(A) applies, by a certified copy of the arbitral award rendered against the Subscriber or the relevant agreement between the Company and the Subscriber); and (Y) (where Clause Schedule 1Part 32.1(e)(i)(A) applies only) the due date for payment referred to in Clause Schedule 1Part 32.1(e)(i)(A); or (B) a KR 1875 Insolvency Event shall have occurred, the KR 1875 Suretyship shall have expired or terminated or the KR 1875 Suretyship is or shall have become (in whole or in any relevant respect) void, unenforceable, invalid or illegal. (f) Where, in respect of any Warranty Claim, Clause Schedule 1Part 32.1(e)(i)(A) applies, any claim against the Guarantor in respect of such Warranty Claim shall be supported by a certified copy of the arbitral award rendered against the Subscriber or the relevant agreement. For the purposes of this Clause Schedule 1Part 32.1, the Guarantor agrees that: (i) any final arbitral award rendered against the Subscriber in the arbitral proceedings with respect to a Warranty Claim pursuant to clause 31 of the Agreement; or (ii) any agreement in writing entered into between the Subscriber and the Company in respect of the Subscriber’s liability for any Warranty Claim, shall be binding on the Guarantor as to the Subscriber’s liability in respect of such Warranty Claim.

GUARANTEE AND INDEMNITY. 11.1 This Guarantee and Indemnity is given by the Guarantor/s in favour of Premier Box. 11.2 The Guarantor irrevocably and unconditionally guarantees and undertakes Guarantor/s guarantee to Premier Box the Beneficiary to procure that the Supplier duly and punctually performs all punctual payment of the Guaranteed Obligations now or hereafter due, owing or incurred by monetary liabilities of the Supplier to ▇▇▇▇▇▇/s named in the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to Reference Schedule (the Beneficiary all monies and liabilities ▇▇▇▇▇▇) which are now owing, or at any may from time hereafter shall have become payable to time be owing, by the Supplier ▇▇▇▇▇▇ to Premier Box (Amount Owing). 11.3 The Guarantor/s acknowledge and agree that the Amount Owing includes any legal and other costs and expenses incurred or to be incurred by Premier Box in seeking payment from the ▇▇▇▇▇▇ or in enforcing this Guarantee and Indemnity against the Guarantor/s. 11.4 If there is more than one guarantor, the Guarantors are jointly and severally liable to Premier Box for the Amount Owing. 11.5 For the purpose of securing payment of the Amount Owing, the Guarantor/s hereby charge in favour of the ▇▇▇▇▇▇ all legal, equitable and beneficial interest in real property which it, he or she now or might subsequently acquire a legal or beneficial interest in, and authorise and consent the ▇▇▇▇▇▇ to lodge a caveat upon title of the Guarantor/s real property. 11.6 The Guarantor/s shall not object to the Beneficiary lodgement or upholding of the said caveat or take any steps to have any such caveat removed from the Land Titles Office register. 11.7 The obligations of the Guarantor/s under or in connection with this Guarantee and Indemnity are principal obligations and are not affected by: (a) any variation which may be agreed by Premier Box and the Guaranteed Agreement or ▇▇▇▇▇▇ in respect of the Guaranteed Obligations as if it were terms on which the Container is delivered and/or provided; (b) any waiver, extension of time or indulgence given by Premier Box to the ▇▇▇▇▇▇ or a primary obligor. If at Guarantor; (c) any time right or claim which the Supplier shall fail ▇▇▇▇▇▇ may assert to perform resist making payment of any part of the Guaranteed ObligationsAmount Owing; (d) any increase in the amount of the Amount Owing; (e) any failure or omission by Premier Box to give notice to the Guarantor/s of any default by the ▇▇▇▇▇▇; or (f) any act, omission, matter or other thing whatsoever. 11.8 This Guarantee and Indemnity is a continuing obligation of each Guarantor/s for the amount of the Amount Owing which may be owing from time to time and binds the successors and assigns of the Guarantor/s and will not be affected by: (a) the death, incapacity or bankruptcy of a Guarantor or the ▇▇▇▇▇▇; or (b) a Guarantor or the ▇▇▇▇▇▇ which is a company becoming an externally administered company pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Cth). 11.9 If the obligation of any Guarantor/s in respect of any part of the Amount Owing is unenforceable, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary /s’ obligations in respect of the Guaranteed Obligations balance of the Amount Owing will not be affected by such unenforceability. 11.10 This Guarantee and liable Indemnity binds each person executing it even if another person named as if Guarantor does not execute this Guarantee or is not bound or ceases to be bound by this Guarantee, or Premier Box does not execute this Guarantee. 11.11 For the Guaranteed Agreement had been entered into directly avoidance of doubt it is expressly acknowledged by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided Guarantor/s that the Guarantor's liability /s’ obligations extend to and may include Amount Owing and other obligations of the ▇▇▇▇▇▇ which have arisen before or after the date of this Guarantee. 11.12 Premier Box may at any time assign, novate or otherwise dispose of or deal with its rights and obligations under this Guarantee by notice in writing to the Guarantor/s. 11.13 This Guarantee and Indemnity shall be no greater than governed by and construed in accordance with the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegallaws of Queensland.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. . 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and and 2.3.2 as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure ensure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier due to the Beneficiary. . 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary on demand all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier owes to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations Obligations, as if it were a primary obligor. . 2.3 If at any time the Supplier shall fail fails to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first on demand by the Beneficiary it shallwill, at the its own e cost and expense of the Guarantorexpense: ● fully, punctually and specifically perform such the Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and ● as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and includingand, without limitation, all court costs and all legal fees on a solicitor and own client customer basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of from a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to would be imposed on the Supplier under the Guaranteed Agreement. . 2.4 As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and includingand, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such the Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the illegal. The Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to (a) In consideration of DPG Australia, at the Beneficiary to procure that the Supplier duly and punctually performs all request of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, entering into this Agreement with the Applicant the Guarantor covenants and agrees with DPG Australia that: (i) Notwithstanding that as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by between the Guarantor and the Beneficiary; Applicant the Guarantor may be a surety only, as between the Guarantor and as DPG Australia the Guarantor is a separate principal debtor. (ii) The Guarantor will be liable jointly and independent obligation severally with the Applicant (and liability, indemnify with each other Guarantor if there is more than one Guarantor) for the due and keep punctual payment of all moneys to be paid by the Beneficiary indemnified Applicant under this Agreement and for the due performance and observance by the Applicant of the credit terms and such liability will not be reduced or affected by the death insolvency liquidation or dissolution of the Applicant or the Guarantor or any of them. (iii) The Guarantor indemnifies DPG Australia from and against all lossesLoss, damages, damage costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees payable by DPG Australia to a solicitor on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary DPG Australia may suffer or incur if in consequence of any obligation guaranteed breach or non-observance of the credit terms by the Applicant and the Guarantor agrees that the Guarantor will remain liable to DPG Australia under this indemnity notwithstanding as a consequence of any breach or non-observance DPG Australia has exercised any of its rights under this Agreement. (iv) On any default or failure by the Applicant to observe and perform any of the credit terms the Guarantor will immediately (without the need for any demand to be made) pay all moneys and make good to DPG Australia all damages costs (including all costs payable by DPG Australia to a solicitor on a solicitor and own client basis) and expenses sustained or incurred by DPG Australia by reason of or in consequence of any breach or non-observance of the credit terms by the Applicant and the Guarantor will also pay to DPG Australia interest at the Reserve Bank of Australia Cash Rate accrued daily from the due date for payment until the date of payment (except on interest under clause 2(e) of this Agreement). (v) The liability of the Guarantor under this guarantee and indemnity will not be affected by the granting of time or any other indulgence to the Applicant or by any compromise abandonment waiver variation or by any other thing which under the law relating to sureties would or might but for this provision release the Guarantor in whole or in part from its obligations under this guarantee and indemnity. (vi) To the fullest extent permitted by law the Guarantor hereby waives such of its rights as surety or indemnifier (legal equitable statutory or otherwise) as may at any time be inconsistent with any of the provisions of this guarantee and indemnity. (vii) The Guarantor hereby: (A) charges all of its legal and beneficial interest in all of its property, including but not limited to its real property and personal property (as that term is defined in the PPSA), including property acquired after the date of this Agreement, in favour of DPG Australia, whether or not demand has been made on the Applicant by DPG Australia; (B) agrees to execute all documents and do all things necessary, upon request by DPG Australia, to register DPG Australia’s interest in the Guarantor’s property as granted by this clause 16, whether by a mortgage over the Guarantor’s real property or by registration of a security interest on the PPS Register or otherwise; and (C) irrevocably appoints DPG Australia and/or its officers and/or its nominees severally to be the true and lawful attorneys of the Guarantor on behalf of and in the name of the Guarantor to do all things necessary to register DPG Australia’s security over the Guarantor’s property granted by this clause 16. (viii) If the charges created by sub-clause 16(a) are or become void or unenforceable, subclause 16(a) may be severed from this Agreement and the Agreement shall continue in full force and effect and the severance shall not effect on its validity and the Guarantor will not be released from its obligations in whole or in part and DPG Australia’s rights and remedies against the Guarantor shall not be effected by such severance. (ix) The enforceability of this guarantee and indemnity against the Guarantor is not conditional, contingent or becomes unenforceabledependent in any way upon the validity or enforceability of this guarantee and indemnity against any other person or execution of this contract or this guarantee and indemnity by any other person. (x) The Guarantor does not execute this guarantee and indemnity as a result of or by reason of any promise representation statement information or inducement of any nature or kind given or offered to the Guarantor by DPG Australia or on DPG Australia’s behalf whether in answer to any enquiry by or on behalf of the Guarantor or not and DPG Australia was not prior to the execution of this guarantee and indemnity by the Guarantor, invalid and is not subsequently, under any duty to disclose to the Guarantor or illegal as to do or execute any act matter or thing relating to the affairs of the Applicant or its transactions with DPG Australia. (xi) In the event of the invalidity of any part or provision of this guarantee and indemnity that invalidity will not affect the validity or the enforceability of any other part or provision of this guarantee and indemnity. If a provision of this guarantee and indemnity is void or unenforceable it must be severed from the guarantee and indemnity and the provisions that are not void or unenforceable are unaffected by the severance. (xii) All notices or demands to be given to, made or served upon the Guarantor will be deemed to be duly given to, made or served on the Guarantor if: (A) it is signed by any officer, authorised employee, agent or solicitor of DPG Australia; and (B) it is delivered: (I) to any Guarantor personally; or (II) left at the last known place of business or abode of any Guarantor; or (III) if an address is noted in the obligation guaranteed had not become unenforceableCredit Application Form, invalid left at or illegal provided sent to the Guarantor through the post in an ordinary prepaid envelope addressed to that Guarantor at the address. A notice or demand which is posted will be deemed to have been served on the Guarantor on the second business day following the date of posting. (xiii) If there is more than one Guarantor, any notice or demand given to, made or served upon a Guarantor is deemed to be served on each of them. (xiv) The Guarantor agrees that its liability to DPG Australia is unlimited notwithstanding that DPG Australia supplies the Applicant with credit in excess of the Credit Limit. (xv) The Guarantor acknowledges and agrees that the Guarantor's liability shall Guarantor may receive Personal Information of another person in the course of business with DPG Australia and agrees that any such Personal Information must only be no greater than used, disclosed or otherwise dealt with in accordance with the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalAustralian Privacy Principles.

GUARANTEE AND INDEMNITY. 19.1 The Guarantor acknowledges that it is a condition of the Minister entering into this agreement that the Guarantor gives the guarantee and indemnity in clause 19. The Guarantor also acknowledges that the Guarantor has received valuable consideration. 19.2 The Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary Minister the due and punctual performance by the Purchaser, the Substitute Sublessee and the Network Lessees of their obligations under this agreement, the Ancillary Agreements and the Cross Border Lease Substitution Documents including the obligation to procure pay any amount provided that nothing in this clause obliges the Supplier duly and punctually performs all Guarantor to do anything which it can not do by reason of the Guaranteed Obligations now provision of section 12 of the Act. 19.3 As a separate undertaking, the Guarantor indemnifies the Minister, the Commission, the Rail Freight Sale Task Force and each of their employees, agents or hereafter dueadvisers (the "Indemnified Parties") against all liability or loss arising from, owing and any costs, charges or expenses incurred by the Supplier Indemnified Parties in connection with: (a) a breach by the Guarantor, the Purchaser, the Substitute Sublessee or the Network Lessees of this agreement (including clause 18) or any Ancillary Agreement or the Cross Border Lease Substitution Documents ; or (b) any liability of the Indemnified Parties in respect of damages payable under section 52 of the Trade Practices Act or its equivalent provision under State fair trading legislation to the BeneficiaryPurchaser, the Network Lessees or the Substitute Sublessee in connection with or arising out of a claim by the Purchaser, Network Lessees or Substitute Sublessee against the Indemnified Parties in relation to: (i) this agreement, any Ancillary Agreement or the Cross Border Lease Substitution Documents; or (ii) the Lease Agreement; or (iii) the sale process and negotiations leading to this agreement, any Ancillary Agreement or the Cross Border Lease Substitution Documents. 19.4 The Guarantor's liability under this guarantee and indemnity is not affected by anything which might release or exonerate or otherwise affect it at law or in equity, including one or more of the following: (a) the Minister granting time or other indulgence to, compromising with or partially releasing in any way the Purchaser, the Network Lessees, the Substitute Sublessee or any other Guarantor; (b) laches, acquiescence, delay, acts or omissions on the part of the Minister; (c) any variation or novation of a right of the Minister; (d) any alteration of this agreement or any agreement entered into in the performance of this agreement any Ancillary Agreement or any Cross Border Lease Substitution Documents with or without the consent of the Guarantor; and (e) the invalidity or unenforceability of an obligation or liability of a person other than the Guarantor. 19.5 This guarantee and indemnity is a continuing guarantee and indemnity and is not discharged by any one payment. This guarantee and indemnity does not merge on Completion. 19.6 The Guarantor irrevocably waives any right it may have of first requiring the Minister to commence proceedings or enforce its rights against the Purchaser, the Network Lessees, the Substitute Sublessee or the Guarantor before claiming under this guarantee and unconditionally undertakes upon demand indemnity provided that this waiver does not permit the Minister to do anything which it cannot do by reason of section 12 of the Act. 19.7 The Guarantor may not, without the prior consent of the Minister raise a set-off or counter-claim available to it against the Minister in reduction of liability under this guarantee and indemnity for 49 years from the date of this agreement (including any Ancillary Agreement) or until all of its obligations under this agreement including the obligations to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary moneys due under or in relation to this agreement are performed or paid, whichever is the longer. 19.8 If a claim that payment or transfer by the Purchaser or Network Lessees in connection with the Guaranteed this agreement, any Ancillary Agreement or in respect Cross Border Lease Substitution Documents is void or voidable under Laws relating to insolvency or protection of creditors is upheld, conceded or compromised then the Minister is entitled immediately as against the Guarantor to the rights to which it would have been entitled under this guarantee and indemnity if all or part of the Guaranteed Obligations as if it were a primary obligor. If at any time payment or transfer had not occurred. 19.9 The Guarantor agrees to pay or reimburse the Supplier shall fail to perform any of the Guaranteed ObligationsMinister on demand for all its costs, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs charges and expenses (including VAT thereon, and including, without limitation, all court legal costs and all legal fees expenses on a full indemnity basis or solicitor and own client basis, together whichever is the higher) in connection with enforcing its rights under this agreement, any disbursements,) of whatever nature which may result Ancillary Agreement or which such Beneficiary may sufferany Cross Border Lease Substitution Documents, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject including this guarantee and indemnity. Money paid to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed Minister by the Guarantor is or becomes unenforceablemust be applied first against payment of costs, invalid or illegal as if charges and expenses under clause 19.9 then against other obligations under the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalguarantee and indemnity.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably By way of continuing security for the payment and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all discharge of the Guaranteed Obligations now or hereafter dueand for the performance of all the other obligations of the Obligors under the Transaction Documents, owing or incurred the Lines of Credit, the Credit Extensions and the Line of Credit Addenda each Guarantor hereby irrevocably and unconditionally: (a) guarantees to the Company the due and punctual payment and discharge of the Guaranteed Obligations and performance by the Supplier to Purchaser of all the Beneficiary. The Guarantor irrevocably Purchaser’s other obligations under the Transaction Documents, the Lines of Credit, the Credit Extensions and unconditionally the Line of Credit Addenda; (b) undertakes upon demand to with the Company that: (i) whenever the Purchaser does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement Transaction Documents, the Lines of Credit, any Credit Extension or in respect any Line of the Guaranteed Obligations Credit Addendum, it will immediately on demand, pay that amount as if it were a primary was the principal obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations; and (ii) if an Ipso Facto Event has occurred, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first it will immediately on demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of Company pay the Guaranteed Obligations and liable other amounts referred to in the Transaction Documents, the Lines of Credit, the Credit Extensions and the Line of Credit Addenda as if it was the Guaranteed Agreement had been entered into directly principal obligor under the Transaction Documents, the Lines of Credit, the Credit Extensions and the Line of Credit Addenda; and (c) undertakes with the Company that, if any amount which would otherwise be claimed by the Guarantor and Company under paragraphs (a) and/or (b) above is for any reason not recoverable thereunder on the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out basis of a failure by the Supplier to perform the Guaranteed Obligations save thatguarantee, subject to the other provisions of this Deed of Guarantee, this shall not be construed it will as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate principal debtor and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified Company immediately on demand against all lossesany cost, damagesloss or liability which the Company may sustain, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur as a result of the Purchaser not paying any amount when (if any obligation guaranteed by such amount were recoverable from the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability Purchaser) it would have been due under or in connection with any of the Transaction Documents, the Lines of Credit, any Credit Extension or any Line of Credit Addendum and the amount payable by it under this indemnity shall not exceed the amount it would have had to pay under paragraphs (a) and/or (b) above if the obligation guaranteed amount claimed had not become unenforceable, invalid or illegal.been recoverable on the basis of a guarantee. For the purposes of this Clause 2.1:

GUARANTEE AND INDEMNITY. In consideration of the Landlord at the request of the Guarantor entering into this Lease with the Tenant the Guarantor covenants and agrees with the Landlord that: (1) The Guarantor irrevocably will be liable jointly and unconditionally guarantees severally with the Tenant for the due and undertakes punctual payment of all Rent and other moneys to be paid by the Tenant under this Lease or any extension or renewal thereof, and for the due performance and observance by the Tenant of all the covenants terms and conditions of this Lease on the part of the Tenant to be performed and observed; (2) The Guarantor indemnifies the Landlord from and against all losses damages costs and expenses which the Landlord may suffer or incur in consequence of any breach or non-observance of any of the covenants terms and conditions of this Lease on the part of the Tenant to be performed or observed and the Guarantor agrees that the Guarantor will remain liable to the Beneficiary to procure Landlord under this indemnity notwithstanding that as a consequence of any breach or non- observance the Landlord has exercised any of its rights under this Lease including its rights of re-entry and notwithstanding that the Supplier duly Tenant (being a corporation) may be wound up or dissolved or (being a natural person) may be declared bankrupt and punctually performs all of notwithstanding that the Guaranteed Obligations now or hereafter due, owing or incurred guarantee given by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now may for any reason be unenforceable either in whole or at in part; (3) On any time hereafter shall have become payable default or failure by the Supplier Tenant to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to observe and perform any of the Guaranteed Obligations, covenants terms and conditions of this Lease the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first Guarantor will immediately on demand by the Beneficiary it shall, at Landlord pay all moneys required to be paid to remedy any default by the cost and expense Tenant in performing or observing any of the Guarantor: fully, punctually covenants terms and specifically perform such Guaranteed Obligations as if it were itself a direct conditions of this Lease; (4) The liability of the Guarantor under this guarantee and primary obligor indemnity will not be affected by the granting of time or any other indulgence to the Beneficiary in respect Tenant or by any assignment or purported assignment of the Guaranteed Obligations interest of the Tenant under this Lease or by the compounding compromise release abandonment waiver variation or renewal of any of the rights of the Landlord against the Tenant or by any variation of this Lease or by the completion of this Lease by the Landlord or its solicitors under the terms of any agreement for lease or by any neglect or omission to enforce those rights or by any other thing which under the law relating to sureties would or might but for this provision release the Guarantor in whole or in part from its obligations under this guarantee and liable indemnity; (5) Notwithstanding that as if between the Guaranteed Agreement had Guarantor and the Tenant the Guarantor may be a surety only, nevertheless as between the Guarantor and the Landlord the Guarantor is deemed to be a primary debtor and contractor jointly and severally with the Tenant; (6) To the fullest extent permitted by law the Guarantor hereby waives such of its rights as surety or indemnifier (legal equitable statutory or otherwise) as may at any time be inconsistent with any of the provisions of this guarantee and indemnity; (7) The covenants and agreements made by the Guarantor are not conditional or contingent in any way or dependent upon the validity or enforceability of the covenants and agreements of any other person and remain binding notwithstanding that any other person does not execute this Lease or this guarantee and indemnity; (8) The obligations of the Guarantor under this guarantee and indemnity continue until all Rent and other moneys payable under this Lease have been entered into directly paid and until all other obligations and indemnities have been performed observed and satisfied and those obligations will not be reduced or affected by any notice to quit given by either party to this Lease or the death insolvency liquidation or dissolution of the Tenant or the Guarantor or either of them; (9) The Guarantor does not execute this guarantee and indemnity as a result of or by reason of any promise representation statement information or inducement of any nature or kind given or offered to the Guarantor by the Landlord or on the Landlord's behalf whether in answer to any enquiry by or on behalf of the Guarantor or not and (except as provided in this guarantee and indemnity) the Tenant was not prior to the execution of this guarantee and indemnity by the Guarantor and is not subsequently under any duty to disclose to the Beneficiary; Guarantor or to do or execute any act matter or thing relating to the affairs of the Tenant or its transactions with the Landlord; (10) In the event of the Tenant during the Term of this Lease entering into liquidation (or being a person, entering into bankruptcy) and as the liquidator or trustee in bankruptcy disclaiming this Lease, or if the Tenant should be dissolved, the Guarantor will accept from the Landlord a separate lease of the Premises for a term equal in duration to the residue remaining unexpired of the Term of this Lease, the new lease to contain the same Tenant's and independent obligation Landlord's covenants respectively and liability, indemnify the same provisos and keep the Beneficiary indemnified against conditions in all losses, damages, costs and expenses respects (including VAT thereon, the proviso for re-entry) as are in this Lease contained together with such other covenants provisos and including, without limitation, conditions as the Landlord may reasonably require and on the execution by the Landlord of the further lease the Guarantor will pay all court costs of the further lease (including all costs of an incidental to the preparation execution and stamping of the lease and all legal fees on a solicitor stamp duty and own client basis, together with any disbursements,registration fees) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising and will immediately execute and deliver to the Landlord the lease in any way whatsoever out triplicate; (11) In the event of a failure further lease of the Premises being granted by the Supplier to perform the Guaranteed Obligations save that, subject Landlord to the other provisions Tenant (including to any successors of the Tenant or to its permitted assigns) consequent upon the exercise of any option to renew contained in the lease or in the event of the Landlord granting to the Tenant any extension of the Term of this Deed Lease then this guarantee and indemnity will be deemed to extend to the further lease or the extension of Guarantee, this shall not the Term as the case may be and will read and construed as imposing greater obligations if the further lease were this Lease and the Tenant holding under it were the Tenant referred to in this Lease; (12) All notices or liabilities demands to be given or made to or upon the Guarantor will be deemed to be duly given and served on the Guarantor if signed by the Landlord or the solicitors for the Landlord or if the Landlord is a corporation then by any officer of the corporate Landlord or the solicitors for the corporate Landlord and delivered to the Guarantor (or if there is more than are purported one Guarantor then to any one or more of them) personally or if the Guarantor is a corporation then to any person at its registered office or principal place of business or abode of the Guarantor or if left at or sent to the Guarantor through the post in a prepaid envelope addressed to the Guarantor at the address (if any) of the Guarantor set out in Item 12 of the Reference Schedule. A notice or demand which is posted will be imposed deemed to have been served on the Supplier under Guarantor on the Guaranteed Agreement. As a separate day following the date of posting; (13) In the event of the invalidity of any part or provision of this guarantee and independent obligation and liability from its indemnity that invalidity will not affect the validity or the enforceability of any other part or provision of this guarantee; (14) Where there is more than one person or corporation which together constitute the Guarantor to this Lease, the obligations and liabilities under Clauses 2.1 of each of those persons or corporation are joint and several; (15) This guarantee takes effect immediately upon its execution and continues to 2.3 above, be of full effect whether or not the Guarantor as a primary obligor irrevocably and unconditionally undertakes Lease is subsequently registered. References to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether "this Lease" include any equitable lease agreement for lease or periodic tenancy arising under statute, contract upon execution or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed acceptance by the Guarantor Tenant of the instrument to which this guarantee is annexed; and (16) In the event of the Landlord transferring the Land or becomes unenforceable, invalid otherwise assigning the Landlord's rights and obligations as Landlord under this Lease the Landlord's rights under this guarantee (whether or illegal as if not there is any express assignment of the obligation guaranteed had not become unenforceable, invalid rights) will be deemed to be assigned to the owner from time to time of the Land or illegal provided that other assignee of the GuarantorLandlord's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalrights and obligations.

GUARANTEE AND INDEMNITY. The 2.1 In consideration of the Republic issuing a Certificate of Sponsorship under the Act and entering into a Sponsorship Agreement with the Sponsored Party, the Guarantor hereby irrevocably and unconditionally unconditionally: (a) guarantees to the Republic the due and punctual performance of the Guaranteed Obligations; (b) undertakes to the Beneficiary to Republic that whenever the Sponsored Party is in default under the Act or under the Sponsorship Agreement, the Guarantor must on written demand from the Republic perform or procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect performance of the Guaranteed Obligations as if it were was the principal obligor, provided that the Republic has first pursued recourse from the Sponsored Party pursuant to the Act or terms of the Sponsorship Agreement; and (c) agrees as an independent and primary obligation to indemnify the Republic against all costs, expenses, losses, charges, demands, actions, damages and claims or other monetary liabilities (collectively, "Financial Damages") which the Republic may incur or suffer as a primary obligorresult of: (i) any act or omission of the Sponsored Party or its directors, officers, employees, servants, Affiliates, Associates or agents (the “Indemnifying Parties”) resulting from, or connected with, the conduct of Seabed Mineral Activities permitted under an ISA Contract, whether such liabilities, costs, claims, expenses, losses, damages arise under any Law; or (ii) any legal proceedings arising out of any act or omission by any Indemnifying Party resulting from, or connected with, the Guaranteed Obligations including: i. any proceedings brought against the Sponsored Party to enforce any of the Guaranteed Obligations contained in the ISA Contract, the Act or the Sponsorship Agreement; and ii. If at proceedings brought against the Republic in any time jurisdiction, including under the Supplier shall fail UNCLOS, to perform enforce any of the Guaranteed Obligations; (d) agrees with the Republic that if: (i) any Guaranteed Obligation is or becomes unenforceable solely due to a legal defect in the Sponsored Party’s authority to enter into that obligation (such as lack of corporate power or lack of necessary approvals), the Guarantorits obligations under this Deed will be unaffected and it will, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct an independent and primary obligation and as principal obligor to the Beneficiary in respect of perform the Guaranteed Obligations and liable indemnify the Republic against any claim, cost, loss or liability it incurs as if a result of the Sponsored Party not performing a Guaranteed Agreement had Obligation, which would, but for such unenforceability have been entered into directly performable by it under the Guarantor ISA Contract, Act or the Sponsorship Agreement; (ii) the Sponsored Party is able to avoid its obligations under the ISA Contract, Act or the Sponsorship Agreement, the Guarantor's obligations under this Deed will be unaffected and the Beneficiary; it will, as an independent and primary obligation and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to principal obligor perform the Guaranteed Obligations save thatand indemnify the Republic against any cost, subject to loss or liability it incurs as a result of the other provisions of this Deed of GuaranteeSponsored Party not performing an obligation, which would, but for such avoidance by the Sponsored Party, have been performable by it under the ISA Contract, Act or the Sponsorship Agreement; provided, however, this shall not be construed as imposing greater apply where the Sponsored Party has lawfully relinquished or terminated its rights and obligations or liabilities on under the ISA Contract. 2.2 For the avoidance of doubt, the obligations of the Guarantor than are purported do not extend to the Financial Damages which the Republic may incur or suffer as a result of: (a) any acts or the omissions of the Republic resulting from the Republic’s breach or alleged breach under any Law; or (b) any legal proceedings arising out of the Republic’s breach or alleged breach under any Law. 2.3 Where the Republic becomes aware of any claim against it and the Republic would be imposed on entitled to claim indemnification from the Supplier Guarantor under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 abovethis Deed (“Indemnifiable Claim”), the Republic must give written notice to the Guarantor as of such Indemnifiable Claim (a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon“Notice of Claim”) promptly upon becoming aware of such claim, and includingin any case, without limitationno later than [***] days of becoming aware of such claim. The notice must specify with reasonable particularity, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by to the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided extent that the Guarantor's liability shall be no greater than information is available, the Supplier's liability would have been if factual basis for the obligation guaranteed had not become unenforceable, invalid or illegalIndemnifiable Claim and the amount of the Indemnifiable Claim.

GUARANTEE AND INDEMNITY. 1.1 The Guarantor unconditionally and irrevocably guarantees to the Lender the due payment by the Borrower of the Secured money and the due performance of, and compliance by the Borrower with, the Secured obligations. 1.2 The Guarantor undertakes that if, for any reason, the Borrower does not pay when due (whether by acceleration or otherwise) any Secured money, it will pay the relevant amount immediately on demand by the Lender. 1.3 As a separate and continuing undertaking, the Guarantor unconditionally guarantees and irrevocably undertakes to the Beneficiary to procure that Lender that, should the Supplier duly and punctually performs all Secured money not be recoverable from the Guarantor under this Agreement or another relevant document for any reason, including a provision of this Agreement or another relevant document or an obligation (or purported obligation) of the Guaranteed Obligations now Borrower to pay Secured money or hereafter dueto perform or comply with a Secured obligation being or becoming void, owing voidable, unenforceable or incurred by the Supplier otherwise invalid, whether or not that reason is or was known to the Beneficiary. The Lender and whether or not that reason is: (a) a defect in or lack of powers of a relevant Party or the irregular exercise of those powers; or (b) a defect in or lack of authority by a person purporting to act on behalf of a relevant Party; or (c) a legal or other limitation (whether under the Limitation Act 2010 or otherwise), disability or incapacity of a relevant Party; or (d) a dissolution, amalgamation, change in status, constitution or control, reconstruction or reorganisation of a relevant Party (or the commencement of steps to effect the same), the Guarantor irrevocably will, as a sole and unconditionally undertakes upon demand to independent obligation, pay to the Beneficiary all monies Lender on demand the amount which the Lender would otherwise have been able to recover (on a full indemnity basis). in this clause, the expressions “Secured money” and liabilities “Secured obligations” includes any indebtedness or obligation which are now or at any would have been included in those expressions but for anything referred to in this clause. 1.4 All moneys from time hereafter shall have become payable to time received by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or Lender in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any Secured money from or on account of the Guaranteed Obligations, Guarantor may be placed in a suspense account with a view to preserving the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense rights of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor Lender to prove for the Beneficiary in respect whole of the Guaranteed Obligations and liable as if Secured money in the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liabilityevent of any proceeding in, indemnify and keep the Beneficiary indemnified against all lossesor analogous to, damagesdissolution, costs and expenses (including VAT thereonamalgamation, and includingchange in status, without limitationconstitution or control, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result reconstruction or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out reorganisation of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalrelevant Party.

GUARANTEE AND INDEMNITY. The Each Guarantor hereby irrevocably and unconditionally and jointly and severally with the other Guarantors: (a) guarantees and undertakes to the Beneficiary to procure Lender punctual performance by each other Obligor of all such Obligor’s obligations under the Finance Documents; (b) undertakes with the Lender that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to whenever another Obligor does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations any Finance Document, it shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time ; and (c) agrees with the Supplier shall fail to perform any of the Guaranteed Obligations, the GuarantorLender that it will, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct an independent and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liabilityobligation, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified Lender immediately on demand against all lossesany cost, damages, costs and expenses loss or liability it incurs: (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur A) if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal illegal; or (B) by operation of law, and as if a result of the obligation guaranteed had same, the Borrower has not become unenforceablepaid any amount which would, invalid but for such unenforceability, invalidity, illegality or illegal provided that operation of law, have been payable by the Guarantor's liability shall be no greater than Borrower under any Finance Document on the Supplier's liability date when it would have been due; or (ii) if as a result (directly or indirectly) of the introduction of or any change in (or the interpretation, administration or application of) any law or regulation, or compliance with any law, regulation or administrative procedure made after entry into this Agreement (a Change in Law), there is a change in the currency, the value of the currency or the timing, place or manner in which any obligation guaranteed by a Guarantor is payable. The amount payable by each Guarantor under this indemnity: (A) in respect of paragraph (i) above, shall be the amount it would have had to pay under this clause 18.1 if the obligation guaranteed amount claimed had been recoverable on the basis of a guarantee but for any relevant unenforceability, invalidity or illegality, and (B) in respect of paragraph (ii) above, shall include (aa) the difference between (x) the amount (if any) received by the Lender from the Borrower and (y) the amount that the Borrower was obliged to pay under the original express terms of the Finance Documents in the currency specified in the Finance Documents, disregarding any Change in Law (the Original Currency), and (bb) all further costs, losses and liabilities suffered or incurred by the Lender as a result of a Change in Law. For the purposes of (aa)(x) above, if payment was not become unenforceablereceived by the Lender in the Original Currency, invalid the amount received by the Lender shall be deemed to be that payment’s equivalent in the Original Currency converted, actually or illegalnotionally at the Lender’s discretion, on the day of receipt at the then prevailing spot rate of exchange of the Lender or if, in the Lender’s opinion, it could not reasonably or properly have made a conversion on the day of receipt of the equivalent of that payment in the Original Currency, that payment’s equivalent as soon as the Lender could, in its opinion, reasonably and properly have made a conversion of the Original Currency with the currency of payment. ​ If the Original Currency no longer exists, the Guarantors shall make such payment in such currency as is, in the reasonable opinion of the Lender, required, after taking into account any payments by the Borrower, to place the Lender in a position reasonably comparable to that it would have been in had the Original Currency continued to exist.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally unconditionally: (a) guarantees to each Finance Party punctual payment and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred performance by the Supplier to Company of all its obligations under the Beneficiary. The Guarantor irrevocably and unconditionally Finance Documents; (b) undertakes upon demand to with each Finance Party that, whenever the Company does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if any Finance Document, it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first must immediately on written demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable Administrative Agent pay that amount as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported were expressed to be imposed the principal obligor; and (c) indemnifies each Finance Party immediately on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on written demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract any loss or at common law, which liability suffered by such Beneficiary may suffer or incur Finance Party if any obligation guaranteed by the Guarantor under this Clause 2 is or becomes unenforceable, invalid or illegal illegal; and the amount of the loss or liability under this indemnity with respect to a Finance Party will be equal to the amount such Finance Party would otherwise have been entitled to recover. The obligations guaranteed by the Guarantor under this Clause and the losses and liabilities against which the Guarantor indemnifies the Finance Parties under this Clause are referred to, collectively, as if the obligation guaranteed had not Guaranteed Obligations and, in each case, include all amounts that would become unenforceable, invalid or illegal due but for the operation of the automatic stay under section 362(a) of the United States Bankruptcy Code of 1978. Payment by the Guarantor of any Guaranteed Obligations shall be made to the Administrative Agent within five (5) Business Days after delivery by the Administrative Agent to the Guarantor of a written demand for payment of such Guaranteed Obligation; provided that a failure of the Guarantor's liability Administrative Agent to deliver such written demand shall not relieve the Guarantor of any of its obligations or liabilities to pay the Guaranteed Obligations under this Agreement; and provided further, however, that a failure of the Company to punctually pay and perform its obligations under the Finance Documents shall not be no greater than a default by the Supplier's liability would Guarantee under this Agreement unless and until a written demand is made on the Guarantor and the Guarantor shall have been if thereafter failed to pay the obligation guaranteed had not become unenforceable, invalid demanded amount within the aforesaid five (5) Business Days in accordance with this Agreement. The Finance Parties may apply the amount so collected against and in reduction or illegalsettlement of any of the Guaranteed Obligations.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally unconditionally: (a) guarantees to each Finance Party due and punctual performance by each Obligor of all its obligations under the Finance Documents; (b) undertakes to the Beneficiary to procure with each Finance Party that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to whenever any Obligor does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with any Finance Document, the Guaranteed Agreement or in respect of the Guaranteed Obligations Guarantor shall immediately on demand pay that amount as if it were a primary the principal obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses ; (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together c) agrees with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur each Finance Party that if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal illegal, it will, as if an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability date when it would have been due (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the US Bankruptcy Code, would become due and any interest accruing after the commencement of any bankruptcy, insolvency receivership or similar proceeding at the rate provided for in the relevant Finance Document, whether or not such interest is an allowed claim in any such proceeding). The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 11 if the amount claimed had been recoverable on the basis of a guarantee; (d) agrees with each Finance Party that, as between the Guarantor and the Finance Parties, all amounts outstanding under this Agreement may be declared to be forthwith due and payable as provided in this Agreement for the purposes of this Clause 11, notwithstanding any stay (including under the US Bankruptcy Code), injunction or other prohibition preventing the same as against any other Obligor and that, in such event, all such amounts (whether or not due and payable by any such other Obligor) shall forthwith become due and payable by the Guarantor for the purposes of this Clause 11; and (e) agrees that the obligation guaranteed had of the Account Party to deliver Collateral to the Secured Account or the Deposit Account in accordance with Clause 10 (Collateral) will be an obligation covered by its obligations under this Clause 11.1, and that the performance of its obligations under this Clause 11.1 shall require it to transfer Eligible Collateral into the Secured Account or the Deposit Account to the extent required to ensure that the Secured Account and the Deposit Account contain Eligible Collateral having a Collateral Value of not become unenforceable, invalid or illegalless than the Required Collateral Amount.

GUARANTEE AND INDEMNITY. The 10.1 In consideration of the Sellers entering into this agreement, the Guarantor irrevocably guarantees to each of the Sellers the due and unconditionally guarantees punctual payment and undertakes to performance by the Beneficiary to procure that the Supplier duly and punctually performs Buyer of all of the Guaranteed Obligations now or hereafter dueif and when they become due under this agreement. 10.2 If the Buyer defaults in the payment when due of any amount that is a Guaranteed Obligation the Guarantor shall, owing or incurred immediately on demand by the Supplier Individual Sellers’ Representative, unconditionally pay that amount to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to Sellers in the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable manner prescribed by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations this agreement as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, Buyer. 10.3 The Guarantor as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary principal obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 abovesection 10.1 and section 10.2, the Guarantor as a primary obligor irrevocably and unconditionally undertakes agrees to indemnify and keep indemnified each of the Beneficiary indemnified Sellers in full and on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract from any losses suffered or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed incurred by the Sellers by any reason or any failure of the Buyer to perform or discharge any of its obligations or liabilities in respect of the Guaranteed Obligations. 10.4 The guarantee in this section 10 is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable by the Buyer to the Sellers in respect of the Guaranteed Obligations, irrespective of any intermediate payment or discharge in full or in part of the Guaranteed Obligations. 10.5 The liability of the Guarantor is under the guarantee in this section 10 shall not be reduced, discharged or becomes unenforceableotherwise adversely affected by: 10.5.1 any act, invalid omission, matter or illegal as if thing which would have discharged or affected the obligation guaranteed liability of the Guarantor had not become unenforceableit been a principal debtor instead of a guarantor or indemnifier; or 10.5.2 anything done or omitted by any person which, invalid but for this provision, might operate or illegal provided that exonerate or discharge the Guarantor's Guarantor or otherwise reduce or extinguish its liability under the guarantee. 10.6 The Guarantor waives any right it may have to require the Sellers (or any trustee or agent on their behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from the Guarantor under this section 10. 10.7 The guarantee in this section 10 shall be no greater than in addition to and independent of all other security which the Supplier's liability would have been if Sellers may hold from time to time in respect of the obligation guaranteed had not become unenforceable, invalid or illegaldischarge and performance of the Guaranteed Obligations.

GUARANTEE AND INDEMNITY. 2.1 In consideration of the Authority entering into the PFD Agreements with the Contractor, as the Contractor hereby acknowledges, the Guarantor hereby unconditionally and irrevocably guarantees to the Authority up to a maximum cumulative amount of [Amount equal to ten (10) percent of the PFD Obligations amount] for: (A) the due and punctual performance and observance by the Contractor of all acts, covenants and obligations to be performed or observed by the Contractor under or pursuant to the PFD Agreements to the extent specified therein; and (B) the due and punctual payment by the Contractor of all sums payable under or pursuant to the PFD Agreements (including without limitation any liquidated damages) to the Authority as and when the same fall due (with the intention that any amount not recoverable for any reason from the Guarantor under this Deed on the basis of a guarantee shall nevertheless be recoverable on the basis of an indemnity). 2.2 The Guarantor irrevocably and unconditionally guarantees and hereby undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary Authority fully and effectually indemnified against all losses, damages, costs costs, claims and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together whatsoever arising out of or in connection with any disbursements,) failure on the part of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Contractor to perform or observe all or any of the Guaranteed Obligations save thatacts, subject covenants and obligations as aforesaid or to effect due and punctual payment of any sum as aforesaid. Notwithstanding anything else in this Guarantee to the other provisions of this Deed of Guaranteecontrary, this Guarantee shall not be construed as imposing greater obligations or liabilities on to surpass upon the Guarantor any obligation greater than are purported to be those imposed on the Supplier Contractor under the Guaranteed Agreement. As a separate PFD Agreements and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor shall not be liable for any sums to the Authority to the extent already paid under a PFD Agreement. 2.3 The amount payable under this guarantee shall be reduced as PFD Credits are awarded to the Contractor. Reductions shall be calculated at 10 percent (10%) of the value of the Deemed Credits as identified in the Schedule of Achievement of PFD Credit, similar in form to Attachment A to this Guarantee. 2.4 The guarantee and indemnity contained in this Deed shall be a primary obligor irrevocably continuing guarantee and unconditionally indemnity and shall remain in full force and effect for so long as the PFD Agreements shall remain in force and until all the Contractor’s obligations under or pursuant to the PFD Agreements shall have been duly performed. 2.5 The Guarantor warrants that it is a company duly incorporated under the laws of [insert details] and has all power and authority to enter into and perform the obligations contained in this Deed to be performed by it and that this Deed constitutes a legal, valid and binding obligation of the Guarantor. 2.6 The Contractor undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and includingAuthority, without limitationlimitation of any other rights and remedies of the Authority against the Contractor, all legal costs to perform and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by discharge the Guarantor is or becomes unenforceable, invalid or illegal as if obligations on its part set out in the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalPFD Agreements.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all 2.1 In consideration of the Guaranteed Obligations now or hereafter due, owing or incurred by AUTHORITY entering into the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection Contract with the Guaranteed Agreement or in respect of CONTRACTOR, (as the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed ObligationsGuarantor hereby acknowledges), the Guarantor, subject to clause 3, hereby unconditionally and irrevocably guarantees to the AUTHORITY: (A) the due and punctual performance and observance by the CONTRACTOR of all acts, covenants and obligations to be performed or observed by the CONTRACTOR under or pursuant to the Contract; and (B) the due and punctual payment by the CONTRACTOR of all sums payable under or pursuant to the Contract to the AUTHORITY as primary obligorand when the same fall due (with the intention that subject to the provisions of clauses 2.2 - 2.5 inclusive and clause 4 of this Deed, irrevocably any amount not recoverable from the Guarantor under this Deed on the basis of a guarantee shall nevertheless be recoverable on the basis of an indemnity). 2.2 Subject to clause 2.3 and unconditionally clause 3 below, the Guarantor hereby undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary AUTHORITY fully and effectually indemnified against all losses, damages, costs costs, claims and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together whatsoever arising out of or in connection with any disbursements,) failure on the part of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier CONTRACTOR to perform or observe all or any of the Guaranteed Obligations save thatacts, subject covenants and obligations as aforesaid or to effect due and punctual payment of any sum as aforesaid. 2.3 Notwithstanding the other provisions generality of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveclause 2.2, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract shall be entitled in any action or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed proceedings by the AUTHORITY to raise any equivalent rights in defence of liability as the CONTRACTOR would have against the AUTHORITY under the Contract so that except in relation to any costs incurred in enforcing this Guarantee, the liability of the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability which it would have had if it had been jointly and severally liable with the CONTRACTOR to the AUTHORITY as a party to the Contract and the AUTHORITY shall: (A) not be entitled to recover any loss or expense, which it would be or would have been if unable to recover as damages from the CONTRACTOR under the Contract; and (B) carry the same burden of proof as it would have carried in an action for breach of contract under the Contract. 2.4 The guarantee contained in this Deed shall be a continuing guarantee and indemnity and shall remain in full force and effect until all monies payable to the AUTHORITY by the CONTRACTOR under or pursuant to the Contract shall have been duly paid and all the CONTRACTOR’s obligations under or pursuant to the Contract shall have been duly performed provided always that this Guarantee shall (subject to no bona fide claims being made prior to the date) cease and have no further effect after a date being two (2) years from the date of termination or expiry of the Contract. 2.5 The Guarantor warrants that it is either a company or a body corporate duly incorporated under the laws of France with limited liability and has all power and authority to enter into and perform the obligations contained in this Deed to be performed by it and that this Deed constitutes a legal, valid and binding obligation guaranteed had not become unenforceableof the Guarantor. 2.6 The CONTRACTOR having requested the execution of this Deed by the Guarantor in this agreed form undertakes to the Guarantor, invalid without limitation of any other rights and remedies of the AUTHORITY or illegalthe Guarantor against the CONTRACTOR, to perform and discharge the obligations on its part set out in the Contract.

GUARANTEE AND INDEMNITY. The Guarantor TRC hereby irrevocably and unconditionally guarantees guarantees, as a primary obligor and undertakes not merely a surety (“Purchaser Guarantor”), to and for the Beneficiary to procure that benefit of Seller and the Supplier duly Seller Indemnified Parties, the complete and punctually performs punctual performance, observance and fulfillment by Purchaser of all of the Guaranteed Obligations now agreements, obligations, commitments, covenants, undertakings, warranties and other obligations (conditional or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,otherwise) of whatever nature of Purchaser in, or pursuant to, the terms of this Agreement and each of the other Transaction Documents, including without limitation, the Seller Note (collectively, “Purchaser Obligations”), and agrees to indemnify each of Seller and the Seller Indemnified Parties on demand against all Losses which any of Seller and the Seller Indemnified Parties may result suffer through or which such Beneficiary may suffer, incur or sustain arising in from any way whatsoever out of a failure breach by the Supplier to perform Purchaser Guarantor of the Guaranteed Obligations save that, subject Purchaser Obligations. Notwithstanding anything to the other provisions contrary herein, the liability of Purchaser Guarantor for the Purchaser Obligations arising under this Deed of Guarantee, this ARTICLE 7 shall not be construed released or diminished by any alteration of terms (of the Agreement or any of the other Transaction Documents or otherwise) or any forbearance, neglect, or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance or other indulgence. Purchaser Guarantor’s performance obligations under this ARTICLE 7 shall survive any expiration or termination of this Agreement and any of the other Transaction Documents until such time as imposing greater Purchaser’s performance and indemnification obligations under this Agreement and the other Transaction Documents are satisfied. Purchaser Guarantor agrees that its obligations pursuant to this ARTICLE 7 are absolute and unconditional under all circumstances and shall not be released, revoked, impaired, reduced or liabilities on otherwise affected by, and shall continue in full force and effect notwithstanding the Guarantor than are purported occurrence of, any event. This guarantee and indemnity is in addition to, and without prejudice to be imposed on and not in substitution for, any rights or security which any of Seller or any of the Supplier under Seller Indemnified Parties may now or hereafter have or hold for the Guaranteed Agreementperformance and observance of the Purchaser Obligations by the Purchaser Guarantor. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 abovestipulation, the Purchaser Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep agrees that any Purchaser Obligations which may not be enforceable against or recoverable from the Beneficiary indemnified on demand Purchaser Guarantor by reason of any (i) legal limitation of the Purchaser Guarantor, (ii) insolvency or liquidation of the Purchaser Guarantor, (iii) merger, change of control or other change of status of the Purchaser Guarantor or (iv) other fact or circumstance, such Purchaser Obligations shall nevertheless be enforceable against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by recoverable from the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Purchaser Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 17.1 This Guarantee and Indemnity is given by the Guarantor/s in favour of Premier Box. 17.2 The Guarantor irrevocably and unconditionally guarantees and undertakes Guarantor/s guarantee to Premier Box the Beneficiary to procure that the Supplier duly and punctually performs all punctual payment of the Guaranteed Obligations now or hereafter due, owing or incurred by monetary liabilities of the Supplier to lessee named in the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to Reference Schedule (the Beneficiary all monies and liabilities Lessee) which are now owing, or at any may from time hereafter shall have become payable to time be owing, by the Supplier Lessee to Premier Box (Amount Owing). 17.3 The Guarantor/s acknowledge and agree that the Amount Owing includes any legal and other costs and expenses incurred or to be incurred by Premier Box in seeking payment from the Lessee or in enforcing this Guarantee and Indemnity against the Guarantor/s. 17.4 If there is more than one guarantor, the Guarantors are jointly and severally liable to Premier Box for the Amount Owing. 17.5 For the purpose of securing payment of the Amount Owing, the Guarantor/s hereby charge in favour of the Lessee all legal, equitable and beneficial interest in real property which it, he or she now or might subsequently acquire, and authorises and consents Premier Box to lodge a caveat upon title of the Guarantor/s real property. 17.6 The Guarantor/s shall not object to the Beneficiary lodgement or upholding of the said caveat or take any steps to have any such caveat removed from the Land Titles Office register. 17.7 The obligations of the Guarantor/s under or in connection with this Guarantee and Indemnity are principal obligations and are not affected by: (a) any variation which may be agreed by Premier Box and the Guaranteed Agreement or Lessee in respect of the Guaranteed Obligations as if it were terms on which the Containers are delivered and/or provided; (b) any waiver, extension of time or indulgence given by Premier Box to the Lessee or a primary obligor. If at Guarantor; (c) any time right or claim which the Supplier shall fail Lessee may assert to perform resist making payment of any part of the Guaranteed ObligationsAmount Owing; (d) any increase in the amount of the Amount Owing; (e) any failure or omission by Premier Box to give notice to the Guarantor/s of any default by the Lessee; or (f) any act, omission, matter or other thing whatsoever. 17.8 This Guarantee and Indemnity is a continuing obligation of each Guarantor/s for the Amount Owing which may be owing from time to time and binds the successors and assigns of the Guarantor/s and will not be affected by: (a) the death, incapacity or bankruptcy of a Guarantor or the Lessee; or (b) a Guarantor or the Lessee which is a company becoming an externally administered company pursuant to the Corporations ▇▇▇ ▇▇▇▇ (Cth). 17.9 If the obligation of any Guarantor/s in respect of any part of the Amount Owing is unenforceable, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary /s’ obligations in respect of the Guaranteed Obligations balance of the Amount Owing will not be affected by such unenforceability. 17.10 This Guarantee and liable Indemnity binds each person executing it even if another person named as if Guarantor does not execute this Guarantee or is not bound or ceases to be bound by this Guarantee, or Premier Box does not execute this Guarantee. 17.11 For the Guaranteed Agreement had been entered into directly avoidance of doubt, it is expressly acknowledged by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided Guarantor/s that the Guarantor's liability /s’ obligations extend to and may include the Amount Owing and other obligations of the Lessee which have arisen before or after the date of this Guarantee. 17.12 Premier Box may at any time assign, novate or otherwise dispose of or deal with its rights and obligations under this Guarantee by notice in writing to the Guarantor/s. 17.13 This Guarantee and Indemnity shall be no greater than governed by and construed in accordance with the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegallaws of Queensland.

GUARANTEE AND INDEMNITY. (i) The Guarantor Obligor unconditionally and irrevocably guarantees to GS Inc. the satisfaction by each of the Transferor and unconditionally guarantees the Corporation of their respective Guaranteed Obligations. (ii) If and undertakes whenever the Transferor or the Corporation shall fail to pay any amount due pursuant to any Guaranteed Obligation the payment or satisfaction of such liability may be met by GS Inc. exercising its rights pursuant to this Agreement over the Secured Shares and this Guarantee and Indemnity shall continue in place so long as this Agreement is in force and until there has been complete performance by the Transferor and the Corporation of all the Guaranteed Obligations. (iii) PROVIDED that the liability of the Obligor under this Agreement shall be limited to recourse against the assets held by the Trustees in their capacity as Trustees of the _____ Trust. (b) Any settlement or discharge between the Firm and the Obligor shall be subject to the Beneficiary condition that no security or payment to procure the Firm by the Transferor or the Corporation or any other person shall be avoided or reduced by virtue of any provisions or enactments relating to bankruptcy liquidation or insolvency for the time being in force and if any such security or payment shall be so avoided or reduced the Firm shall be entitled to recover the value or amount of it from the Obligor subsequently as if such settlement or discharge had not occurred. (i) The Obligor hereby agrees that the Supplier duly and punctually performs all obligations of the Guaranteed Obligations now or hereafter due, owing or incurred Obligor hereunder shall not be affected by the Supplier bankruptcy or dissolution of the Transferor or the Corporation or by any other act omission matter or thing which but for this provision might operate to release or otherwise exonerate the Obligor from its obligations hereunder or affect such obligations. (ii) The Obligor hereby abandons any right it may have under the existing or future law of Jersey whether by virtue of the "droit de discussion" or otherwise to require that recourse be had by the Firm to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to assets of the Beneficiary all monies and liabilities which are now Transferor or at the Corporation before any time hereafter shall have become payable by claim is enforced against the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or Obligor in respect of the Guaranteed Obligations as if obligations assumed by it were hereunder. (iii) The Obligor hereby undertakes that it will not claim in any proceedings brought by the Firm to enforce the Obligor's obligations hereunder that the Transferor or the Corporation be made a primary obligor. If party to such proceedings. (iv) The Obligor shall continue to be bound by this Guarantee and Indemnity whether or not the Obligor is made a party to legal proceedings brought by the Firm against the Transferor or the Corporation for the recovery of any money due under the Agreement and whether or not the formalities under any Jersey statute whether existing or future in regard to the rights and obligations of sureties shall or shall not have been observed. (c) The Firm may at all times without prejudice to this Guarantee and Indemnity and without discharging or in any way affecting the Obligor's liability hereunder grant to the Transferor or the Corporation any time or indulgence deal with exchange release modify or abstain from perfecting or enforcing any rights which the Supplier shall fail to perform any of Firm may have now or hereafter from or against the Guaranteed Obligations, Transferor or the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to Corporation or compound with the Beneficiary that, upon first demand Transferor or the Corporation. (d) The Obligor hereby agrees that until all money payable by the Beneficiary it shall, at Transferor or the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of Corporation under the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this Firm has been paid in full the Obligor shall not be construed entitled to and shall not claim to rank as imposing greater obligations a creditor or liabilities on exercise any rights as surety in the Guarantor than are purported to be imposed on bankruptcy, liquidation or insolvency of the Supplier under Transferor or the Guaranteed Agreement. Corporation in competition with the Firm. (e) As a separate and independent obligation stipulation the Obligor hereby agrees that any money payable by the Transferor or the Corporation under the Guaranteed Obligations which may not for whatever reason be recoverable from the Obligor on the footing of a guarantee shall nevertheless be recoverable from the Obligor as sole or principal debtor in respect of such money and liability from its obligations shall be paid the Obligor upon demand by the Firm. (f) All payments to be made by the Obligor shall be made to such account as the Firm may specify and liabilities under Clauses 2.1 shall be made without set-off or counterclaim and free and clear of and without any deductions whatsoever unless the Obligator is compelled by law to 2.3 above, make payment subject to deductions in which case the Guarantor as a primary obligor irrevocably and unconditionally undertakes Obligor hereby agrees to indemnify the Firm against the same and keep shall pay to the Beneficiary indemnified on Firm such additional amounts as may be necessary to ensure that the Firm receives a net amount equal to the full amount which it would have received had payment not been made subject to such deductions. (g) This Guarantee and Indemnity shall be in addition to and shall not in any way be prejudiced by any collateral or other security now or hereafter held by the Firm. (h) Any notice demand against all losses, damages, costs or other communication under this Guarantee and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), Indemnity shall be given by prepaid post or facsimile addressed to the Obligor at the current address of whatever nature, whether arising under statute, contract the Obligor or at common law, such other address as the Obligor may hereafter specify in writing to the Firm. Any such notice demand or other communication sent by facsimile shall be deemed to have been duly made at the time of dispatch. (i) Where the Obligor comprises more than one person both or all of such persons hereby abandon any right which they may have under the existing or future law of Jersey whether by virtue of the "droit de division" or otherwise to require that any liability under this Guarantee and Indemnity be divided or apportioned with any other person or be reduced in any manner whatsoever. Both or all of such Beneficiary may suffer or incur if any obligation guaranteed persons shall be deemed to have entered into this Guarantee and Indemnity jointly and severally. Any demand for payment made by the Guarantor Firm to any one or more of the persons so jointly and severally liable shall be deemed to be a demand on all such persons. The Firm may release or discharge any one or more of such persons from liability hereunder or compound with, accept compositions from or make any other arrangements with any of such persons without thereby releasing or discharging any other party to this Guarantee and Indemnity or otherwise prejudicing or affecting the Firm's rights and remedies against any such other party. (j) Where this Guarantee and Indemnity is signed by or becomes unenforceable, invalid on behalf of more than one person and any one or illegal more of such persons is for whatever reason not bound by the provisions of this Guarantee and Indemnity the remaining signatories hereto shall continue to be bound by the terms hereof as if the obligation guaranteed such other persons had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have never been if the obligation guaranteed had not become unenforceable, invalid or illegalparty hereto.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably unconditionally and unconditionally irrevocably: (a) guarantees to each Beneficiary the full and punctual performance of the obligations of the Charterer under the Charters and the Charter Ancillary Agreement and the due payment of all amounts payable by the Charterers under the Charters and the Charter Ancillary Agreement; provided, however, that this Guarantee shall not extend to the payment of Charter Hire; (b) guarantees to each Beneficiary the full and punctual performance of the obligations of Frontline Management under the Management Agreements and the due payment of all amounts payable by Frontline Management under the Management Agreements, including, but not limited to, any amount payable under the off-hire indemnity given by Frontline Management under clause 27 (off-hire) of each of the Management Agreements; provided, however, that the Guarantor’s obligations under this Guarantee with respect to indemnification for environmental matters shall not extend beyond the protection and indemnity insurance coverage with respect to any Vessel required by the Owners under the Management Agreements; (c) guarantees to each Beneficiary the full and punctual performance of the obligations of Frontline Management under the Administrative Services Agreement and the due payment of all amounts payable by Frontline Management under the Administrative Services Agreement; (d) undertakes to the Beneficiary pay to procure that the Supplier duly and punctually performs all each Beneficiary, on such Beneficiary’s first demand, any amount arising in respect of or relating to the Guaranteed Obligations now or hereafter dueany other amount arising due to losses, owing damages or incurred claims arising from non performance by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any Subsidiary of the Guaranteed Obligations, which is not paid by the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Subsidiary when payable; and (e) fully indemnifies each Beneficiary that, upon on its first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations all claims, expenses, liabilities and liable as if the Guaranteed Agreement had been entered into directly losses which are made or brought against or incurred by the Guarantor and the Beneficiary; and such Beneficiary as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together result of or in connection with any disbursements,) of whatever nature which may result obligation or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is being or becomes becoming unenforceable, invalid invalid, void or illegal as if illegal; and the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability amount recoverable under this indemnity shall be no greater than equal to the Supplier's liability amount which such Beneficiary would otherwise have been if the obligation guaranteed had not become unenforceable, invalid or illegalentitled to recover.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly due and punctually performs punctual performance and observance by AFL of all of the Guaranteed Obligations now or hereafter dueits respective obligations, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably commitments, undertakings, warranties, indemnities and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary covenants under or in connection with the Guaranteed Principal Agreement or in respect of (the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail “Obligations”), and agrees to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to indemnify the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all reasonable legal costs and expenses), expenses in respect of whatever nature, whether arising under statute, contract or at common law, any enforcement of the Obligations and/or this Agreement) which such the Beneficiary may suffer through or incur arising from any breach by AFL of the Obligations. The liability of the Guarantor as aforesaid shall not be released or diminished by any alterations of terms (whether of the Principal Agreement or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations thereby imposed or any granting of time for such performance or any other indulgence, provided, however, that the Guarantor’s obligations under this Agreement shall continue subject to any such alteration, extension of time or other indulgence, or any waiver that may be granted. 2.2 If and whenever AFL defaults in the performance of the Obligations and such default is not cured or remedied within the time limits therefor after notice thereof by the Beneficiary to AFL (within any cure periods (howsoever described, and if any) in the Principal Agreement) (“Default”), the Guarantor shall upon demand, which shall reasonably and briefly specify the nature and amount, if any, of the Default (the “Demand”), unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of), in accordance with the terms and conditions of the Principal Agreement, the Obligations in regard to which such Default has been made, and so that the same benefits shall be conferred on the Beneficiary as it would have received if such Obligations had been duly performed and satisfied by AFL. Subject to the first sentence of this Clause 2.2, the Guarantor hereby waives any obligation guaranteed rights which it may have to require the Beneficiary to proceed first against or claim payment from AFL, to the extent that as between the Beneficiary and the Guarantor, the latter shall be liable as principal obligor upon any aforesaid Default, as if it had entered into all the Obligations jointly and severally with AFL. 2.3 This guarantee and indemnity is to be a continuing security to the Beneficiary for all the Obligations of AFL notwithstanding any settlement of account or other matter or thing whatsoever. 2.4 This guarantee and indemnity is in addition to and without prejudice to and not in substitution for any rights or security which the Beneficiary may now or hereafter have or hold for the performance and observance of the Obligations of AFL. 2.5 In the event that the Guarantor has taken or takes any security from AFL in connection with this guarantee and indemnity, the Guarantor hereby undertakes to hold the same in trust for the Beneficiary pending discharge in full of all the Guarantor’s obligations under or in connection with the Principal Agreement. The Guarantor shall not, after any Demand has been made hereunder, claim from AFL any sums which may be owing to it from AFL or have the benefit of any set-off or counter-claim or proof against, or dividend, composition or payment by AFL until all sums owing to the Beneficiary hereunder or under or in connection with the Principal Agreement have been paid in full. 2.6 As a separate and independent stipulation, the Guarantor agrees that any Obligations which may not be enforceable against or recoverable from AFL by reason of: (a) any legal limitation, disability or incapacity of AFL or the Guarantor; (b) any insolvency or liquidation of AFL; (c) any merger, amalgamation or other change of status of the Guarantor; or (d) any other fact or circumstance, shall nevertheless be enforceable against or recoverable from the Guarantor as though the same had been incurred by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability principal obligor in respect thereof and shall be no performed or paid by the Guarantor on demand in accordance with and subject to the provisions of the Principal Agreement and this Agreement. 2.7 Notwithstanding any other provisions of this Agreement, the obligations and liability of the Guarantor under or arising out of this guarantee and indemnity shall not be interpreted as imposing greater obligations and liabilities on the Guarantor than are imposed on AFL under the Supplier's liability would Principal Agreement. 2.8 The Guarantor warrants and confirms to the Beneficiary: (a) that it is duly incorporated and validly existing under the laws of the Kingdom of Saudi Arabia; (b) that it has full power under its Articles of Incorporation and By-laws to enter into this Agreement; (c) that it has full power to perform its obligations under this Agreement; (d) that it has been duly authorised to enter into this Agreement; (e) that it has taken all necessary corporate action to authorise the execution, delivery and performance of this Agreement; (f) that this Agreement when executed and delivered will constitute a binding obligation on it in accordance with its terms; and (g) that it has not received any notice, nor to the best of its knowledge is there pending or threatened any notice, of any violation of any Applicable Laws by it which is likely to have been if the obligation guaranteed had not become unenforceable, invalid or illegala material adverse effect on its ability to perform its obligations under this Agreement.

GUARANTEE AND INDEMNITY. The 12.1 Each Guarantor irrevocably and unconditionally unconditionally: 12.1.1 guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred Finance Parties punctual performance by the Supplier to Borrower of all such Borrower’s obligations under the Beneficiary. The Guarantor irrevocably and unconditionally Loan Documents; 12.1.2 undertakes upon demand to with the Finance Parties that whenever the Borrower does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations any Loan Document and after any applicable grace period has expired, that Guarantor shall promptly and without delay on demand pay that amount as if it were a primary was the principal obligor. If at any time ; and 12.1.3 agrees with the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur Finance Parties that if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal illegal, it will, as an independent and primary obligation, indemnify the Finance Parties promptly and without delay on demand against any cost, loss or liability it incurs 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 any Loan Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 12 if the amount claimed had been recoverable on the basis of a guarantee. 12.2 This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Loan Documents, regardless of any intermediate payment or discharge in whole or in part. 12.3 If any discharge, release or arrangement (whether in respect of the obligations of the Borrower or any security for those obligations or otherwise) is made by the Agent in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 12 will continue or be reinstated as if the obligation guaranteed discharge, release or arrangement had not occurred. 12.4 The obligations of each Guarantor under this Clause 12 will not be affected by an act, omission, matter or thing which, but for this Clause 12, would reduce, release or prejudice any of its obligations under this Clause 12 (without limitation and whether or not known to it or the Finance Parties) including: 12.4.1 any time, waiver or consent granted to, or composition with, the Borrower or other person; 12.4.2 the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of the Borrower; 12.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; 12.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any other person; 12.4.5 any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Loan Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Loan Document or other document or security; 12.4.6 any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or 12.4.7 any insolvency or similar proceedings. 12.5 Without prejudice to the generality of this Clause 12, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. 12.6 Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from each Guarantor under this Clause 12 provided the Borrower is in breach of the Obligations and any applicable grace period has been exhausted. This waiver applies irrespective of any law or any provision of a Loan Document to the contrary. 12.7 Unless: 12.7.1 all amounts which may be or become unenforceable, invalid or illegal provided that payable by the Guarantor's liability shall be no greater than Borrower under the Supplier's liability would Loan Documents have been if irrevocably paid in full; or 12.7.2 the obligation guaranteed had Agent otherwise directs, each Guarantor shall not, after a claim has been made or by virtue of any payment by it under this Clause 12: (a) present claims for the creditor’s meeting to the bankruptcy trustee or administrator of, or vote as a creditor of the Borrower that is bankrupt in competition with the Finance Parties; or (b) receive, claim or have the benefit of any payment from or on account of the Borrower, or exercise any right of set-off against the Borrower. 12.8 Until all amounts which may be or become payable by the Borrower under or in connection with the Loan Documents have been irrevocably paid in full and unless the Agent otherwise directs, each Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Loan Documents or by reason of any amount being payable, or liability arising, under this Clause 12: 12.8.1 to be indemnified by the Borrower; 12.8.2 to claim any contribution from any other guarantor of the Borrower’s obligations under the Loan Documents; 12.8.3 to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, the Loan Documents by any Finance Party; 12.8.4 to bring legal or other proceedings for an order requiring the Borrower to make any payment, or perform any obligation, in respect of which such Guarantor has given a guarantee, undertaking or indemnity under Clause 12.1; 12.8.5 to exercise any right of set-off against the Borrower; and/or 12.8.6 to claim or prove as a creditor of the Borrower in competition with the Finance Parties. 12.8.7 If the Borrower receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become unenforceable, invalid payable to the Finance Parties by the Obligors under or illegalin connection with the Loan Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application. 12.9 This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Finance Parties. 12.10 This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance.

GUARANTEE AND INDEMNITY. 29.1 The Guarantor irrevocably acknowledges that Greater Wellington enters into this Agreement at the Guarantor’s request and unconditionally guarantees and undertakes subject to the Beneficiary to procure Guarantor giving this guarantee and indemnity and that the Supplier duly Guarantor has received valuable consideration. 29.2 The Guarantor unconditionally and punctually performs irrevocably guarantees the punctual performance of all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the BeneficiaryOperator’s obligations under this Agreement. The Guarantor irrevocably and unconditionally undertakes must immediately upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable Greater Wellington an amount not paid when due by the Supplier Operator under this Agreement, and perform or arrange to be performed any obligation on the Beneficiary Operator under this Agreement that it fails or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall will fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, perform. 29.3 The Guarantor unconditionally and irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified indemnifies Greater Wellington against all losses, damages, costs costs, charges, liabilities and expenses (including VAT thereonwhich Greater Wellington may at any time suffer or incur because of any of the following: • an obligation of the Operator expressed in this Agreement is void, voidable or wholly or partially unenforceable • Greater Wellington has to repay any money paid to it on the Operator’s account under this Agreement • the Operator fails to perform an obligation on it under this Agreement. 29.4 The Guarantor must pay money owing under this Agreement in immediately available funds without deduction. The Guarantor waives the right of set-off and including, without limitation, all court costs and all legal fees the right to rely on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject defence available to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its Operator. 29.5 The obligations and liabilities under Clauses 2.1 to 2.3 above, of the Guarantor and the rights of Greater Wellington under this Agreement continue and are not affected by: • Greater Wellington granting time or indulgence to the Operator or another person • Greater Wellington compounding or compromising with or wholly or partially releasing the Operator or another person • laches, acquiescence, delay, acts, omissions or mistakes by Greater Wellington • Greater Wellington taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for the Operator’s obligations under this Agreement or a security of that kind being or becoming void, voidable or unenforceable • a person who is intended to assume liability as a primary obligor irrevocably and unconditionally undertakes guarantor under this Agreement not doing so effectively or being discharged • a transfer or sale • a novation, assignment, termination or variation of this Agreement • the insolvency or deregistration of the Operator • anything else which might have a similar effect at law or in equity to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), any of whatever nature, whether arising under statute, contract those actions or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalevents.

GUARANTEE AND INDEMNITY. The Purchaser Guarantor irrevocably unconditionally and unconditionally irrevocably: (a) guarantees to the Vendor, the due and punctual performance of all of the Purchaser Group’s obligations under the Transaction Documents; (b) undertakes to the Beneficiary to procure Vendor that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to whenever a Purchaser Group Undertaking does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with any Transaction Document, the Guaranteed Agreement or Purchaser Guarantor shall immediately on demand pay that amount (together with interest on such sum accrued both before and after the date of demand until the date of payment and in respect of the Guaranteed Obligations currency in which that amount is denominated) as if it were was the principal obligor (and not a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and surety); (c) as a separate and independent obligation and additional liability, indemnify and keep indemnifies the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified Vendor immediately on demand against all lossesLoss, damagesactions, costs proceedings and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), judgments of whatever any nature, whether incurred by, brought, made or recovered against the Vendor arising from any default or delay in the due and punctual performance of the Purchaser Group’s obligations under statute, contract or at common law, which such Beneficiary may suffer or incur the Transaction Documents; and (d) agrees with the Vendor that if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal illegal, it will, as if an independent and primary obligation, indemnify the obligation guaranteed had Vendor immediately on demand against all costs, losses, liabilities and expenses suffered or incurred by the Vendor as a result of a Purchaser Group Undertaking not become unenforceablepaying any amount which would, invalid but for such unenforceability, invalidity or illegal provided that illegality, have been payable to the Guarantor's liability shall be no greater than Vendor under or in relation to any Transaction Document on the Supplier's liability date when it would have been if due to be paid. The Vendor may make any number of demands on the obligation guaranteed had not become unenforceablePurchaser Guarantor. For the avoidance of doubt the guarantee by the Purchaser Guarantor survives Initial Transfer, invalid or illegalDeferred Transfer and Completion.

GUARANTEE AND INDEMNITY. 21.1 The Guarantor irrevocably and unconditionally unconditionally: (a) guarantees and undertakes to the Beneficiary to procure that Agent and each Bank, as and for its own debt and not merely as surety (Norwegian: “selvskyldnerkausjonist”), the Supplier duly and punctually performs punctual performance by the Borrower of all of the Guaranteed Obligations now or hereafter due, owing or incurred by Borrower’s obligations under the Supplier to Finance Documents; (b) undertakes with the Beneficiary. The Guarantor irrevocably Agent and unconditionally undertakes upon demand to each Bank that whenever the Borrower does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with any of Finance Documents, the Guaranteed Agreement or in respect of Guarantor shall immediately on demand by the Guaranteed Obligations Agent pay that amount as if it were a primary the principal obligor. If at any time ; and (c) indemnifies the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably Agent and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified each Bank immediately on demand against all lossesany cost, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract loss or at common law, which such Beneficiary may suffer or incur liability suffered by that party if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal illegal. The amount of the cost, loss or liability shall be equal to the amount which that party would otherwise have been entitled to recover. 21.2 The obligations of the Guarantor hereunder (the “Guarantee Obligations”) are continuing obligations and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. 21.3 The liability of the Guarantor hereunder shall be limited to USD 18,000,000, plus any unpaid amount of interest, fees, liability and expenses under the Finance Documents. 21.4 If any payment by the Borrower or any discharge given by a Bank (whether in respect of the obligations of the Borrower or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of the Guarantor shall continue as if the obligation guaranteed payment, discharge, avoidance or reduction had not become unenforceableoccurred; and (b) each Bank shall be entitled to recover the value or amount of that security or payment from the Guarantor, invalid as if the payment, discharge, avoidance or illegal provided reduction had not occurred. 21.5 The obligations of the Guarantor under this Clause 21 will not be affected by an act, omission, matter or thing which, but for this Clause 21, would reduce, release or prejudice any of its obligations under this Clause 21 (without limitation and whether or not known to it or any Bank) including: (a) any time, waiver or consent granted to, or composition with, the Borrower or other person; (b) the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of the Borrower; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of the Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any other person; (e) any amendment (however fundamental) or replacement of any of the Finance Documents or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any of the Finance Documents or any other document or security; or (g) any insolvency or similar proceedings. 21.6 Furthermore, the Guarantor specifically waives all rights under the provisions of the Norwegian Financial Agreements Act 1999 (as amended) not being mandatory provisions, including (but not limited to) the following provisions (the main contents of the relevant provisions being as indicated in the brackets): (a) 63 (1) — (2) (to be notified of any Event of Default hereunder and to be kept informed thereof); (b) 63 (3) (to be notified of any extension granted to the Borrower in payment of principal and/or interest); (c) 63 (4) (to be notified of the Borrower’s bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter); (d) 65 (3) (that the consent of the Guarantor is required for the Guarantor to be bound by amendments to the Finance Documents that may be detrimental to its interest); (e) 67 (2) (about any reduction of the Guarantor’s liabilities hereunder, since no such reduction shall apply as long as any amount is outstanding under the Finance Documents); (f) 67 (4) (that the Guarantor's ’s liabilities hereunder shall lapse after ten (10) years, as the Guarantor shall remain liable hereunder as long as any amount is outstanding under any of the Finance Documents); (g) 70 (as the Guarantor shall have no right of subrogation into the rights of the Agent and/or theBanks under the Finance Documents until and unless the Agent and the Banks shall have received all amounts due or to become due to them under the Finance Documents); (h) 71 (as the Agent or the Banks shall have no liability first to make demand upon or seek to enforce remedies against the Borrower or any other security provided in respect of the Borrower’s liabilities under the Transaciton Documents before demanding payment under or seeking to enforce the Guarantee Obligations of the Guarantor hereunder); (i) 72 (as all interest and default interest due under any of the Finance Documents shall be no greater than secured by the Supplier's liability would Guarantee Obligations of the Guarantor hereunder); (j) 73 (1) — (2) (as all costs and expenses related to an Event of Default under this Loan Agreement shall be secured by the Guarantee Obligations of the Guarantor hereunder); and (k) 74 (1) — (2) (as the Guarantor shall not make any claim against the Borrower for payment until and unless the Agent and the Banks first shall have received all amounts due or to become due to them under the Finance Documents). 21.7 The Guarantor waives any right it may have of first requiring any Bank (or the Agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause 21. This waiver applies irrespective of any law or any provision of any of the Finance Documents to the contrary. 21.8 Until all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been if irrevocably paid in full, each Bank (or the obligation guaranteed had not become unenforceableAgent on its behalf) may: (a) refrain from applying or enforcing any other moneys, invalid security or illegalrights held or received by that Bank (or the Agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 21.

GUARANTEE AND INDEMNITY. (a) The Guarantor absolutely, unconditionally and irrevocably guarantees to EDC, as primary obligor and not merely as surety, the due and punctual payment and performance of, and the receipt by EDC in full of, the Guaranteed Indebtedness, and hereby absolutely, irrevocably and unconditionally guarantees promises to pay to EDC, immediately upon the written demand of EDC, any and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now Indebtedness as and when the same, whether by maturity, by required prepayment, by acceleration or hereafter otherwise, becomes due, owing without set-off, counterclaim or incurred by deduction of any kind and without limiting the Supplier generality of the remaining provisions of this Article III, without any requirement that EDC has exhausted any recourses it may have against the Borrower to obtain payment of any or all of the Beneficiary. Guaranteed Indebtedness. (b) The Guarantor unconditionally and irrevocably agrees, as an obligation separate from and unconditionally undertakes in addition to its obligation as a guarantor, to indemnify EDC, immediately upon the written demand to pay to the Beneficiary of EDC therefor, for and against any and all monies and liabilities which are now losses, damages, costs or expenses that EDC may at any time hereafter shall have become payable suffer or incur in connection with any failure by the Supplier Borrower to the Beneficiary duly and punctually pay and perform its obligations to EDC under or in connection with the Guaranteed Loan Agreement in full or any loss or impairment, for any reason or cause whatsoever, of any right or remedy of EDC against the Borrower or the Guarantor in respect thereof, and without limiting the foregoing, the Guarantor agrees that if any obligation of the Borrower to EDC under or in respect of connection with the Guaranteed Obligations as if it were a primary obligor. If at Loan Agreement is or becomes void, voidable, unenforceable, ineffective or stayed the Guarantor shall pay to EDC an amount equal to any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand sums that would have been payable by the Beneficiary it shallBorrower to EDC if such obligation had not been or become void, at voidable, unenforceable, ineffective or stayed. (c) The Guarantor agrees to pay or reimburse EDC for, immediately upon the cost and expense written demand of the Guarantor: fullyEDC, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereonlegal fees and disbursements) paid or incurred by or on behalf of EDC in enforcing the obligations of the Borrower under the Loan Agreement or of the Guarantor under the Guarantee. (d) The Guarantor agrees to pay interest on each and every amount demanded under this Guarantee from the date of demand until payment in full, and includingafter as well as before judgment, without limitationat the rate per annum that is equal to the rate of interest per annum that would during that time be payable on (and calculated and compounded on the same basis as would apply to interest payable during that time on) an Advance outstanding under the Loan Agreement. (e) In the event that the Borrower is prevented by any applicable law, all court costs rule or regulation in England or otherwise, from making any payment under the Loan Agreement at the place and all legal fees on a solicitor time, and own client basisin the currency, together with funds and manner provided for therein, or if the Borrower is required or permitted under any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising applicable law to discharge its obligations under the Loan Agreement in any way whatsoever out of a failure by currency other than freely transferable GBP or otherwise as specified in the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Loan Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably shall nonetheless be obligated to pay and unconditionally undertakes to indemnify perform all such Guaranteed Indebtedness in GBP and keep otherwise at the Beneficiary indemnified on demand against all losses, damages, costs time and expenses (including VAT thereonplace, and includingin the funds and manner, without limitationprovided in the Loan Agreement, all legal costs as the case may be, as if no such prevention were in effect and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed purported payment or discharge in such other currency or manner had not become unenforceablebeen required, invalid permitted or illegal provided made, but only to the extent payment by the Borrower in such other currency has not resulted in receipt by EDC of the full amount of the GBP it is entitled to receive under the Loan Agreement. (f) In the event that EDC shall be entitled, under the terms of the Loan Agreement to accelerate the maturity of any of the Guaranteed Indebtedness, but EDC is prevented by law or court order from doing so, the Guarantor agrees that the Guarantor's liability maturity of the Guaranteed Indebtedness shall nonetheless be no greater than deemed to be accelerated for the Supplier's liability would have been if purposes of this Guarantee. (g) EDC may, in its sole discretion, make multiple demands under this Guarantee for any part of the obligation guaranteed had not become unenforceable, invalid or illegalGuaranteed Indebtedness.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier Agency duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Agency to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Agency to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier Agency shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: : 2.1.1 fully, punctually punctually, and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and and 2.1.2 as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Agency to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier Agency under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the SupplierAgency's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The 17.1 Guarantee (Garantie) and indemnity (Ausfallhaftung) Each Guarantor irrevocably and unconditionally (but subject to any limitations set out in any Accession Letter by which such Guarantor becomes a party hereto) jointly and severally (gesamtschuldnerisch): (a) guarantees and undertakes (garantiert) by way of an independent payment obligation (selbständiges Zahlungsversprechen) to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand each Finance Party to pay to the Beneficiary all monies and liabilities which are now that Finance Party any amount of principal, interest, costs, expenses or at any time hereafter shall have become payable other amount owed by the Supplier to the Beneficiary an Obligor under or in connection with the Guaranteed Agreement Finance Documents that has not been fully and irrevocably paid by a Borrower or the Company; the payment shall be due (fällig) within five Business Days of a written demand by a Finance Party (or the Agent on its behalf) stating the sum demanded from that Guarantor and that such sum is an amount of principal, interest, costs, expenses or other amount owed by an Obligor under or in respect connection with the Finance Documents that has not been fully and irrevocably paid by a Borrower or the Company; and (b) undertakes vis-à-vis each Finance Party to indemnify (schadlos halten) that Finance Party against any cost, loss or liability suffered by that Finance Party if any obligation of a Borrower or the Guaranteed Obligations as if it were a primary obligor. If at Company under or in connection with any time the Supplier shall fail to perform Finance Document (except for any of the Guaranteed Obligationscost, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand loss or liability directly caused by the Beneficiary it shall, at the cost and expense gross negligence or wilful misconduct of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,Finance Party) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal as if illegal. The amount of the obligation guaranteed had not become unenforceablecost, invalid loss or illegal provided that the Guarantor's liability shall be no greater than equal to the Supplier's liability amount which that Finance Party would otherwise have been if entitled to recover (Ersatz des positiven Interesses) and that claim shall be due (fällig) within five Business Days of a written demand by that Finance Party (or the obligation guaranteed had Agent on its behalf). For the avoidance of doubt this guarantee and indemnity does not become unenforceableconstitute a guarantee upon first demand (Garantie auf erstes Anfordern) and, invalid in particular, receipt of such written demand shall not preclude any rights and/or defences the Guarantor may have with respect to any payment requested by a Finance Party (or illegalthe Agent on its behalf) under this guarantee and indemnity. 17.2 Continuing and independent guarantee and indemnity (a) This guarantee and indemnity is independent and separate from the obligations of any Borrower and is a continuing guarantee and indemnity which will extend to the ultimate balance of sums payable by any Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. (b) The guarantee and indemnity shall extend to any additional obligations of a Borrower resulting from any amendment, novation, supplement, extension, restatement or replacement of any Finance Documents, including without limitation any extension of or increase in any facility or the addition of a new facility under any Finance Document. (c) Subject to Clause 17.3 (Reinstatement) below, at such time as both (i) the Commitments have expired or been irrevocably terminated and (ii) all L/Gs have been irrevocably repaid in full as set out in Clause 8 (Repayment) of this Agreement and any other amounts outstanding under the Finance Documents have been irrevocably discharged in full, all obligations (other than those expressly stated to survive such termination) of each Guarantor under this Clause 17 (Guarantee and Indemnity) shall automatically terminate, all without delivery of any instrument or performance of any act by any person.

GUARANTEE AND INDEMNITY. 24.1. This clause applies where the Buyer is a company in which case the directors and shareholders of the Buyer are to provide a guarantee and indemnity to SugarWorld in respect of the obligations of the Buyer upon the terms set out in this clause. 24.2. The Guarantor irrevocably and unconditionally hereby guarantees and undertakes to SugarWorld the due punctual payment by the Buyer to SugarWorld of all sums of money becoming due, owing or payable by the Buyer to the Beneficiary SugarWorld under the terms of and or as a result of this deed (the “Guaranteed Monies") at the times and in the manner as set out in this deed or otherwise on demand. 24.3. The Guarantor hereby guarantees the due and punctual performance and observance by the Buyer of all and any of the covenants, provisions and stipulations on the part of the Buyer to procure that be performed and observed under and pursuant to this deed ("the Supplier duly Guaranteed Obligations"). 24.4. The Guarantor further indemnifies SugarWorld against and punctually performs all in respect of any damage, loss, claim, demand, cost, expense or obligation direct or indirect which the SugarWorld has or may suffer incur or sustain as a result of the Buyer's failure to pay the Guaranteed Monies when due or to perform the Guaranteed Obligations when due. 24.5. This guarantee and indemnity shall be a continuing guarantee and indemnity until the whole of the Guaranteed Monies are paid and the whole of the Guaranteed Obligations now performed and shall be independent of and in addition to and in no way affected by any other security instrument or document which SugarWorld may hereafter due, owing obtain or incurred by hold for any indebtedness or liability whatsoever of the Supplier Buyer or other Guarantor to SugarWorld. 24.6. The liability of the Guarantor shall not be affected or discharged in any way whatsoever in the event that the SugarWorld grants or agrees to grant to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay Buyer any time or any other indulgence or consideration or in the event that SugarWorld compounds with or releases or assents to the Beneficiary all monies and liabilities which are now winding up of the Buyer or wholly or partially releases or discharges the Buyer from any of the terms of this deed or in the event that the SugarWorld varies any of the terms of this deed. 24.7. SugarWorld shall not be bound at any time hereafter to exercise any of its rights under this deed or in any collateral or other deed or contract and any omission failure of refusal by SugarWorld so to do shall have become payable not prejudice, affect, discharge or diminish any of the liabilities of the Guarantor hereunder and the liability of the Guarantor hereunder shall not be affected or discharged by any other laches or mistakes on SugarWorld's part. 24.8. If by reason of any statute, rule of law or for any other reason whatsoever any covenant, term or condition of this deed is rendered unenforceable by the Supplier SugarWorld against the Buyer then the Guarantor agrees hereby at all times to indemnify SugarWorld to the Beneficiary under or in connection with the Guaranteed Agreement or full extent in respect of the Guaranteed Obligations as if it were a primary obligorMonies or any part thereof which have thereby been rendered unrecoverable by SugarWorld from the Buyer. 24.9. If at any time For the Supplier shall fail to perform any purposes of the Guaranteed Obligationsthis guarantee, the Guarantor, Guarantor may be treated as primary obligor, irrevocably the principal debtor under the Contract and unconditionally undertakes the Guarantor waives all rights either at law or under any statute that the Guarantor might otherwise be entitled to claim or enforce in respect thereof. 24.10. Any notice or consent to be given or any demand to be made by SugarWorld to the Beneficiary thatGuarantor under or pursuant to this guarantee may be given or made by writing under the hand of SugarWorld or of any manager, upon first demand acting manager, clerk, solicitor or any other person acting on behalf of SugarWorld and may be delivered by the Beneficiary it shall, at the cost and expense of prepaid post addressed to the Guarantor: fully, punctually 's address stated herein and specifically perform any such Guaranteed Obligations as if it were itself a direct and primary obligor notice consent or demand shall be deemed to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had have been entered into directly received by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract day after posting or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalsending.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly due and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred punctual performance and observance by the Supplier to the Beneficiary. The Guarantor irrevocably of all its respective obligations, commitments, undertakings, warranties, indemnities and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary covenants under or in connection with the Guaranteed Principal Agreement or in respect of (the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail “Obligations”), and agrees to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to indemnify the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all reasonable legal costs and expenses), expenses in respect of whatever nature, whether arising under statute, contract or at common law, any enforcement of the Obligations and/or this Agreement) which such the Beneficiary may suffer through or incur if arising from any obligation guaranteed breach by the Guarantor is of the Obligations. The liability of the Guarantor as aforesaid shall not be released or becomes unenforceablediminished by any alterations of terms (whether of the Principal Agreement or otherwise) or any forbearance, invalid neglect or illegal as if delay in seeking performance of the obligation guaranteed had not become unenforceableobligations thereby imposed or any granting of time for such performance or any other indulgence, invalid or illegal provided provided, however, that the Guarantor's liability ’s obligations under this Agreement shall continue subject to any such alteration, extension of time or other indulgence, or any waiver that may be granted. 2.2 If and whenever the Guarantor defaults in the performance of the Obligations and such default is not cured or remedied within the time limits therefor after notice thereof by the Beneficiary to the Guarantor (within any cure periods (howsoever described, and if any) in the Principal Agreement) (“Default”), the Guarantor shall upon demand, which shall reasonably and briefly specify the nature and amount, if any, of the Default (the “Demand”), unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of), in accordance with the terms and conditions of the Principal Agreement, the Obligations in regard to which such Default has been made, and so that the same benefits shall be no greater than conferred on the Supplier's liability Beneficiary as it would have received if such Obligations had been if duly performed and satisfied by the Guarantor. 2.3 This guarantee and indemnity is to be a continuing security to the Beneficiary for all the Obligations of the Guarantor notwithstanding any settlement of account or other matter or thing whatsoever. 2.4 This guarantee and indemnity is in addition to and without prejudice to and not in substitution for any rights or security which the Beneficiary may now or hereafter have or hold for the performance and observance of the Obligations of the Guarantor. 2.5 As a separate and independent stipulation, the Guarantor agrees that any Obligations which may not be enforceable against or recoverable from the Guarantor by reason of: (a) any legal limitation, disability or incapacity of the Guarantor or the Guarantor; (b) any insolvency or liquidation of the Guarantor; (c) any merger, amalgamation or other change of status of the Guarantor; or (d) any other fact or circumstance, shall nevertheless be enforceable against or recoverable from the Guarantor. 2.6 Notwithstanding the other provisions of this Agreement, the obligations and liability of the Guarantor under or arising out of this guarantee and indemnity shall not be interpreted as imposing greater obligations and liabilities on the Guarantor than are imposed on the Guarantor under the Principal Agreement. 2.7 The Guarantor warrants and confirms to the Beneficiary: (a) that it is duly incorporated and validly existing under the laws of the Commonwealth of Pennsylvania; (b) that it has full power under its Articles of Incorporation and By-laws to enter into this Agreement; (c) that it has full power to perform its obligations under this Agreement; (d) that it has been duly authorised to enter into this Agreement; (e) that it has taken all necessary corporate action to authorise the execution, delivery and performance of this Agreement; (f) that this Agreement when executed and delivered will constitute a binding obligation guaranteed had on it in accordance with its terms; and (g) that it has not become unenforceablereceived any notice, invalid nor to the best of its knowledge is there pending or illegalthreatened any notice, of any violation of any Applicable Laws by it which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement.

GUARANTEE AND INDEMNITY. The 15.1 In consideration of Supplier entering into this agreement, the Guarantor irrevocably (joint and unconditionally severally) guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter duethat, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at whenever Distributor does not discharge any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time and when they fall due, the Guarantor shall on demand make all payments to Supplier shall fail necessary to perform any of discharge the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of . 15.2 If the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by are, or become, unenforceable, invalid or illegal, the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, agrees to indemnify and keep the Beneficiary indemnified Supplier in full and on demand from and against all and any losses, costs, claims, liabilities, damages, costs demands, and expenses (including VAT thereonsuffered or incurred by Supplier arising out of, and includingor in connection with, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) failure of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Distributor to perform or discharge the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed Obligations. 15.3 The Guarantor (jointly and severally) as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes Clause 15.1 agrees to indemnify and keep the Beneficiary indemnified Supplier in full and on demand from and against all and any losses, costs claims, liabilities, damages, demands, and expenses suffered or incurred by Supplier arising out of, or in connection with, any failure of Distributor to perform or discharge the Guaranteed Obligations. 15.4 This guarantee is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable under this agreement, irrespective of any intermediate payment or discharge in full or in part of the Guaranteed Obligations. 15.5 The Guarantor waives any right it may have to require Supplier (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from the Guarantor under this Clause 15. 15.6 The Guarantor shall on a full indemnity basis pay to the Supplier on demand the amount of all costs and expenses (including VAT thereon, legal and including, without limitation, all legal out-of-pocket expenses and any value added tax on those costs and expenses)) which Supplier incurs in connection with: (a) the preservation, or exercise and enforcement, of whatever nature, whether arising any rights under statute, contract or at common law, which such Beneficiary may suffer in connection with this Clause 15 or incur if any obligation guaranteed by attempt so to do; and (b) any discharge or release of the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalobligations set out in this Clause 15.

GUARANTEE AND INDEMNITY. The 15.1 In consideration of the Buyer entering into this Agreement, the Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that Buyer punctual performance by the Supplier duly and punctually performs Seller of all of the Guaranteed Obligations now or hereafter due, owing or incurred by Seller’s obligations under this Agreement and the Supplier to Guarantor: (a) whenever the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to Seller does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations this Agreement, shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time ; and (b) whenever the Supplier shall fail Seller fails to perform any of other obligations under this Agreement, shall immediately on demand perform (or procure performance of) and satisfy (or procure the Guaranteed Obligationssatisfaction of) that obligation, so that the same benefits are conferred on the Buyer as it would have received if such obligation had been performed and satisfied by the Seller. 15.2 The Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary principal obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities provided in Clause 15.1, shall indemnify and hold the Buyer harmless from and against any Loss suffered or incurred by it as a result of the nonperformance by the Seller of any of its obligations under Clauses 2.1 this Agreement or any other Transaction Document. 15.3 This guarantee is a continuing guarantee and will extend to 2.3 abovethe ultimate balance of sums payable or obligations performed by the Seller under this Agreement and the other Transaction Documents, regardless of any intermediate payment or discharge in whole or in part. 15.4 Save to the extent provided in Clause 15.5, the obligations of the Guarantor will not be discharged or affected by: (a) any time, waiver or consent granted to the Seller or any other person; (b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Seller under this Agreement; (c) the insolvency (or similar proceedings) of the Seller, any incapacity or lack of power, authority or legal personality of the Seller or change in control, ownership or status of the Seller; or (d) any amendment to this Agreement. 15.5 For the avoidance of doubt, the Guarantor as shall have no liability under this Clause 15 in respect of any liability of the Seller under this Agreement to the extent that such liability is excluded by any provision of Schedule 1 (Seller’s and Guarantor’s Limitations of Liability) and, where any obligation or liability of the Seller is either: (a) amended or varied in accordance with Clause 17.7 (Variations); or (b) waived to any extent in a primary obligor irrevocably manner that is effective in accordance with Clause 17.9 (Remedies and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expensesWaivers), the Guarantor’s obligations under this Clause 15 in respect of whatever naturesuch obligation or liability as it subsists following such amendment, whether arising under statutevariation or waiver shall be determined by reference to such obligation as so amended or varied, contract or at common law, taking account of the extent to which such Beneficiary obligation or liability has been so waived. 15.6 Notwithstanding anything to the contrary, the Buyer shall not, at any time, be entitled to recover any more under this Clause 15 in respect of any matter than the Buyer would be entitled to recover from the Seller in respect of such matter. 15.7 Until all amounts which may suffer be or incur if any obligation guaranteed become payable by the Seller under or in connection with this Agreement and any other Transaction Document have been irrevocably paid in full the Buyer shall not be obliged to apply any sums held or received by it from the Guarantor is or becomes unenforceable, invalid or illegal towards payment of the Seller’s obligations. 15.8 The Guarantor warrants to the Buyer that each of the Seller’s Warranties set out in paragraph 1 and paragraph 3 of Schedule 1 (Seller’s Warranties) (as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.references to

GUARANTEE AND INDEMNITY. (a) If for any reason the Guarantor fails to make a contribution, or the Owner fails to make a payment of any Construction Guaranteed Amount for any reason (including by reasons of frustration of contract or insolvency of the Owner), the Guarantor irrevocably and unconditionally guarantees to each Finance Party the obligations of the Owner to pay all amounts due under the Finance Documents which become due on or before the Delivery Date up to the Construction Guaranteed Amount plus other amounts which become payable in connection therewith under other provisions of this Agreement. (i) The Guarantor irrevocably and unconditionally guarantees and undertakes to each Finance Party the Beneficiary to procure that the Supplier duly and punctually performs all obligations of the Owner to each Finance Party which become due before or after the Delivery Date (the Post-Delivery Guaranteed Obligations now or hereafter dueAmount) under the Finance Documents plus other amounts which become payable in connection therewith under other provisions of this Agreement. (ii) The Guarantor undertakes with each Finance Party that, owing or incurred whenever the Owner does not pay any such amount expressed to be payable by it under a Finance Document, it must immediately on demand by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to Security Trustee pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations that amount as if it were the principal obligor in respect of that amount. (iii) The Guarantor agrees with each Finance Party that if, for any reason, any amount claimed by a primary obligor. If at any time Finance Party under this Clause is not recoverable from the Supplier shall fail to perform any Guarantor on the basis of a guarantee then the Guaranteed Obligations, the Guarantor, Guarantor will be liable as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct principal debtor and primary obligor to the Beneficiary indemnify that Finance Party in respect of any loss it incurs as a result of the Guaranteed Obligations and liable as if Owner failing to pay any such amount expressed to be payable by it under a Finance Document on the Guaranteed Agreement had date when it ought to have been entered into directly paid. The amount payable by the Guarantor and under this indemnity will not exceed the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep amount it would have had to pay under this Clause had the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees amount claimed been recoverable on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out the basis of a failure guarantee. (iv) The aggregate amount payable by the Supplier to perform the Guaranteed Obligations save that, subject to the Guarantor under this Clause 2.2 (b) shall not exceed US$225,000,000 plus other amounts which become payable in connection therewith under other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly due and punctually performs punctual performance and observance by each Alcoa Affiliate of all of the Guaranteed Obligations now or hereafter dueits respective obligations, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably commitments, undertakings, warranties, indemnities and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary covenants under or in connection with the Guaranteed Principal Agreement or in respect of and the Guaranteed Obligations as if it were a primary obligor. If at any time Adherence Agreement (the Supplier shall fail “Obligations”) and agrees to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to indemnify the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all reasonable legal costs and expenses), expenses in respect of whatever nature, whether arising under statute, contract or at common law, any enforcement of the Obligations and/or this Agreement) which such the Beneficiary may suffer through or incur arising from any breach by any Alcoa Affiliate of the Obligations. The liability of the Guarantor as aforesaid shall not be released or diminished by any alterations of terms (whether of the Principal Agreement, the Adherence Agreement or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations thereby imposed or any granting of time for such performance or any other indulgence, provided, however, that the Guarantor’s obligations under this Agreement shall continue subject to any such alteration, extension of time or other indulgence, or any waiver that may be granted. 2.2 If and whenever an Alcoa Affiliate defaults in the performance of the Obligations and such default is not cured or remedied within the time limits therefor after notice thereof by the Beneficiary to the Alcoa Affiliate (“Default”), the Guarantor shall upon demand, which shall reasonably and briefly specify the nature and amount, if any, of the Default (the “Demand”), unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of), in accordance with the terms and conditions of the Principal Agreement and the Adherence Agreement, the Obligations in regard to which such Default has been made, and so that the same benefits shall be conferred on the Beneficiary as it would have received if such Obligations had been duly performed and satisfied by the Alcoa Affiliate. Subject to the first sentence of this Clause 2.2, the Guarantor hereby waives any obligation guaranteed rights which it may have to require the Beneficiary to proceed first against or claim payment from the relevant Alcoa Affiliate, to the extent that as between the Beneficiary and the Guarantor, the latter shall be liable as principal obligor upon any aforesaid Default, as if it had entered into all the Obligations jointly and severally with the relevant Alcoa Affiliate. 2.3 This guarantee and indemnity is to be a continuing security to the Beneficiary for all the Obligations of each Alcoa Affiliate notwithstanding any settlement of account or other matter or thing whatsoever. 2.4 This guarantee and indemnity is in addition to and without prejudice to and not in substitution for any rights or security which the Beneficiary may now or hereafter have or hold for the performance and observance of the Obligations of any Alcoa Affiliate. 2.5 In the event that the Guarantor has taken or takes any security from an Alcoa Affiliate in connection with this guarantee and indemnity, the Guarantor hereby undertakes to hold the same in trust for the Beneficiary pending discharge in full of all the Guarantor’s obligations under or in connection with the Principal Agreement and the Adherence Agreement. The Guarantor shall not, after any Demand has been made hereunder, claim from an Alcoa Affiliate any sums which may be owing to it from the Alcoa Affiliate or have the benefit of any set-off or counter-claim or proof against, or dividend, composition or payment by, the Alcoa Affiliate until all sums owing to the Beneficiary hereunder or under or in connection with the Principal Agreement and the Adherence Agreement have been paid in full. 2.6 As a separate and independent stipulation, the Guarantor agrees that any Obligations which may not be enforceable against or recoverable from an Alcoa Affiliate by reason of: (a) any legal limitation, disability or incapacity of the Alcoa Affiliate or the Guarantor; (b) any insolvency or liquidation of the Alcoa Affiliate; (c) any merger, amalgamation or other change of status of the Guarantor; or (d) any other fact or circumstance, shall nevertheless be enforceable against or recoverable from the Guarantor as though the same had been incurred by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability principal obligor in respect thereof and shall be no performed or paid by the Guarantor on demand in accordance with and subject to the provisions of the Principal Agreement, the Adherence Agreement and this Agreement. 2.7 Subject to the other provisions of this Agreement, the obligations and liability of the Guarantor under or arising out of this guarantee and indemnity shall not be interpreted as imposing greater obligations and liabilities on the Guarantor than are imposed on the Supplier's liability would relevant Alcoa Affiliate under the Principal Agreement and the Adherence Agreement. 2.8 The Guarantor warrants and confirms to the Beneficiary: (a) that it is duly incorporated and validly existing under the laws of the Commonwealth of Pennsylvania; (b) that it has full power under its Articles of Incorporation and By-laws to enter into this Agreement; (c) that it has full power to perform its obligations under this Agreement; (d) that it has been duly authorised to enter into this Agreement; (e) that it has taken all necessary corporate action to authorise the execution, delivery and performance of this Agreement; (f) that this Agreement when executed and delivered will constitute a binding obligation on it in accordance with its terms; and (g) that it has not received any notice, nor to the best of its knowledge is there pending or threatened any notice, of any violation of any Applicable Laws by it which is likely to have a material adverse effect on its ability to perform its obligations under this Agreement. 2.9 The Guarantor warrants and confirms to the Beneficiary that it has not entered into this Agreement in reliance upon, nor has it been if induced to enter into this Agreement by any representation, warranty or undertaking made by or on behalf of the obligation guaranteed had Beneficiary (whether express or implied and whether pursuant to statute or otherwise) which is not become unenforceable, invalid or illegalset out in this Agreement.

GUARANTEE AND INDEMNITY. The (a) Each Guarantor (other than a U.S. Guarantor) irrevocably and unconditionally unconditionally, jointly and severally: (i) guarantees and to each Finance Party punctual performance by each Borrower (other than a U.S. Borrower) of all that Borrower’s obligations under the Finance Documents; (ii) undertakes to the Beneficiary to procure with each Finance Party that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to whenever a Borrower (other than a U.S. Borrower) does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations any Finance Document, that Guarantor shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses and (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,iii) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified indemnifies each Finance Party immediately on demand against all lossesany cost, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract loss or at common law, which such Beneficiary may suffer or incur liability suffered by that Finance Party if any obligation guaranteed by the Guarantor it under this paragraph (a) of Clause 18.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal as if illegal. The amount of the obligation guaranteed had not become unenforceablecost, invalid loss or illegal provided that the Guarantor's liability shall be no greater than equal to the Supplier's liability amount which that Finance Party would otherwise have been entitled to recover; (b) Each U.S. Guarantor irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that U.S. Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed had not become by it under this paragraph (b) of Clause 18.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover; (c) Each U.S. Guarantor irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Bilateral Borrower (other than a Borrower) of all that Bilateral Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Bilateral Borrower (other than a Borrower) does not pay any amount when due under or in connection with any Finance Document, that U.S. Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it under this paragraph (c) of Clause 18.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover; (d) Each Guarantor which is not a U.S. Guarantor irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Bilateral Borrower that is not a Borrower or a U.S. Borrower or a U.S. Bilateral Borrower of all that Bilateral Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Bilateral Borrower that is not a Borrower or a U.S. Borrower or a U.S. Bilateral Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it under this paragraph (d) of Clause 18.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees and undertakes to the Beneficiary to procure Lender punctual performance by each Obligor of all that Obligor’s obligations under the Supplier duly and punctually performs all of Finance Documents; (b) undertakes with the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to Lender that whenever an Obligor does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with any Finance Document (or anything which would have been due if the Guaranteed Agreement Finance Document or in respect of the Guaranteed Obligations amount was enforceable, valid and not illegal), that Guarantor shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time ; and (c) indemnifies the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified Lender immediately on demand against all lossesany Cost, damages, costs and expenses loss or liability suffered by the Lender: (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising i) if an Obligor does not pay any amount when due under statute, contract or at common law, which such Beneficiary may suffer or incur in connection with any Finance Document; (ii) if any obligation guaranteed by the Guarantor it (or anything which would have been an obligation guaranteed by it if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid or illegal as if illegal. The amount of the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability loss recovered under this sub-paragraph shall be no greater than equal to the Supplier's liability amount which the Lender would otherwise have been entitled to recover; (iii) if the obligation guaranteed had not become any of its obligations under Clauses 18.1(a) (Guarantee and indemnity) or 18.1(b) (Guarantee and indemnity) is or becomes unenforceable, invalid or illegal. The amount of the loss recovered under this sub-paragraph shall be equal to the amount which the Lender would otherwise have been entitled to recover; or (iv) if the Lender is obliged or, acting reasonably, agrees to pay an amount to a liquidator of an Insolvent person in connection with a payment by an Obligor (for example, the Lender may have to, or agree to, pay interest on the amount). Each of paragraphs (a), (b) and (c) is a separate obligation. None is limited by reference to the other.

GUARANTEE AND INDEMNITY. The 36.1 In consideration of the Buyer entering into this Agreement, the Guarantor irrevocably and unconditionally unconditionally: (a) guarantees and undertakes to the Beneficiary Buyer the payment by the Seller of all its obligations and liabilities under this Agreement and all other Seller’s Completion Documents (together, the “Guaranteed Obligations”) and agrees to procure pay on demand from time to time each sum which the Seller is liable to pay under this Agreement and the other Seller’s Completion Documents; and (b) agrees, as an additional and independent obligation, that the Supplier duly and punctually performs all if any of the Guaranteed Obligations now or hereafter due, owing or incurred by are not recoverable from the Supplier Guarantor under the guarantee in clause ‎36.1(a) for any reason the Guarantor will be liable to the Beneficiary. The Guarantor irrevocably Buyer as a principal debtor by way of indemnity for the same amount as that for which it would have been liable had those Guaranteed Obligations been recoverable and unconditionally undertakes upon further agrees to discharge that liability on demand from time to pay to time. 36.2 This Guarantee shall be a continuing security until the Beneficiary all monies performance and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or discharge in connection with the Guaranteed Agreement or in respect full of the Guaranteed Obligations as if it were a primary obligor. If at Obligations. 36.3 The Guarantor’s obligations to the Buyer shall not be reduced, discharged, impaired or adversely affected by reason of: (a) any time time, indulgence, waiver or other concession which the Supplier shall fail Buyer may grant to perform the Seller or any other person; (b) the insolvency, incapacity, lack of authority, death or disability of the Seller or the Guarantor or of any person purporting to act on behalf of either of them; (c) any termination, amendment, variation, release, novation or supplement of or to this Agreement, any other Seller’s Completion Documents or the terms of any of the Guaranteed Obligations; (d) any variation, extension, discharge or compromise of any right or remedy which the Buyer may now or hereafter have from or against the Seller and any other person in respect of any of the obligations and liabilities of the Seller and any other person under and in respect of this Agreement and/or the other Seller’s Completion Documents; (e) any act or omission by the Buyer or any other person in perfecting or enforcing any security, guarantee, assurance against loss or indemnity present or future from or against the Seller and any other person or any such security, guarantee, assurance against loss or indemnity being defective, void or unenforceable; (f) any claim or enforcement of payment from the Seller and any other person; (g) any defect, irregularity, unenforceability, invalidity, illegality, frustration or discharge by operation of law of any of the obligations of the Buyer or the Guarantor, as primary obligor, irrevocably and unconditionally undertakes ; (h) any change of control of the Seller or the occurrence of any circumstance affecting the liability of the Seller to discharge any Guaranteed Obligations; (i) any security given or payment made to the Beneficiary that, upon first demand Buyer by the Beneficiary it shallSeller or any other person being avoided or reduced under any law (whether English or foreign) relating to bankruptcy, at liquidation or analogous circumstances in force from time to time; (j) any change in the cost and expense Seller’s or the Guarantor’s constitution or any statutory or other compromise or arrangement with creditors affecting the Seller; or (k) any act or omission which would not have discharged or affected the obligations of the Guarantor: fully, punctually Guarantor had it been a principal debtor instead of a guarantor. 36.4 The obligations and specifically perform such Guaranteed Obligations as if it were itself a direct and liabilities expressed to be undertaken by the Guarantor under this Guarantee are those of primary obligor and not merely as a surety. 36.5 The Buyer shall not be obliged before taking steps to enforce any of its rights and remedies under this Guarantee: (a) to take action or obtain judgment in any court against the Beneficiary Seller and any other person; (b) to make or file any claim in respect a bankruptcy, liquidation, administration or insolvency of the Seller and any other person; or (c) to make demand, enforce or seek to enforce any claim, right or remedy against the Seller and any other person. 36.6 This Guarantee shall be in addition to any other security, guarantee, assurance against loss or indemnity held by the Buyer at any time from the Seller or any other person and shall not merge with or prejudice or be prejudiced by any security, guarantee, assurance against loss or indemnity or any other contractual or legal rights of the Buyer. 36.7 Any settlement or discharge in whole or in part by the Buyer of the Guaranteed Obligations and liable shall be deemed to be given or made on condition that it shall be of no effect as a settlement or discharge if the assurance, security or payment on the faith of which it was made shall afterwards be avoided, set aside or ordered to be refunded by virtue of any law (whether English or foreign) relating to bankruptcy, liquidation or analogous circumstances in force from time to time or for any other reason so that at any time after such avoidance, setting aside or order for refund the Buyer shall be entitled to exercise its rights under this Guarantee as if the Guaranteed Agreement no such settlement or discharge had been entered into directly made. 36.8 All payments by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising shall be made in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject immediately available funds to the credit of such account as the Buyer may designate and in full without any set-off, counterclaim or other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreementdeduction. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveIf any such deduction is so required, the Guarantor shall simultaneously pay to the Buyer such amount as a primary obligor irrevocably and unconditionally undertakes is necessary to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided ensure that the Guarantor's liability shall be no greater than the Supplier's liability Buyer receives a net sum equal to what it would have received had no deduction been if the obligation guaranteed had not become unenforceable, invalid or illegalmade.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally unconditionally: 2.1.1 guarantees the due and punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents; 2.1.2 undertakes to as primary obligor and not as surety only that whenever the Beneficiary to procure that the Supplier duly and punctually performs all Borrower does not pay any part of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary Outstanding Indebtedness when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed ObligationsFinance Document, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first Guarantor shall immediately on demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor Security Trustee pay that amount to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the BeneficiarySecurity Trustee; and and 2.1.3 agrees, as a separate and independent obligation and liabilitystipulation, indemnify and keep that if any amounts intended to be guaranteed hereby are not recoverable on the Beneficiary indemnified against all lossesfooting of a guarantee, damages, costs and expenses (including VAT thereon, and including, without whether by reason of any legal limitation, all court costs and all legal fees disability or incapacity on a solicitor and own client basisor of the Borrower or any other fact or circumstance, together with whether or not known to any disbursements,) of whatever nature which may result Bank or which the Guarantor, then such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this amounts shall not nevertheless be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability recoverable from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably sole or principal debtor by way of indemnity and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed shall be payable by the Guarantor is or becomes unenforceableto the Security Trustee on demand, invalid or illegal as if provided that: (a) the obligation guaranteed had aggregate amount in respect of the Outstanding Indebtedness recoverable from the Guarantor under this Guarantee shall not become unenforceable, invalid or illegal provided that exceed $18,125,0001; and (b) the Guarantor's foregoing limitation of liability shall not apply in respect of any interest which accrues under Clause 2.2 or any amounts payable under Clauses 7.2 and 11. 2.2 If the Guarantor fails to pay on the due date any sum (whether of principal, interest or otherwise) due under this Guarantee, interest will accrue, and become payable by it upon the Security Trustee’s demand, upon the sum unpaid from and including the date upon which it fell due for payment until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be no greater 2% higher than the Supplier's liability rate which would have been payable if the obligation guaranteed had overdue amount had, during the period of non-payment, constituted part of the Loan for successive periods, each of a duration selected by the Agent (acting reasonably). Any such interest shall accrue from day to day, be calculated on the basis of the actual number of days elapsed and a 360 day year and be compounded at the end of each such period determined by the Agent for so long as it remains unpaid. 1 Note: This assumes that the Guarantee is executed and dated before 28 March 2013. 2.3 The guarantee contained in this Clause 2 is a guarantee of payment and performance and not become unenforceable, invalid or illegalof collection.

GUARANTEE AND INDEMNITY. (a) The Guarantor Company hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all in favour of the Guaranteed Obligations now Lender, all present and future indebtedness, liabilities and obligations, direct or hereafter dueindirect, owing absolute or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are contingent, now or at any time and from time to time hereafter shall have become payable due or owing to the Lender by the Supplier Borrower under the Credit Agreement or any of the other Loan Documents, including: (i) the due and punctual payment in full of the Outstanding Principal Obligations and interest on the Outstanding Principal Obligations (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Beneficiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any fees or other amounts due, or which may become due, under the terms and provisions of the Credit Agreement when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise); (ii) the due and punctual payment and performance in full of all reimbursement and indemnity obligations of the Borrower to the Lender with respect to any bankers' acceptances issued or accepted by the Lender for the Borrower's account; and (iii) the due and punctual performance and observance by the Borrower of all of the terms, covenants, conditions, agreements, undertakings and obligations on the part of the Borrower to be performed or observed under the Credit Agreement in accordance with the terms thereof, as amended, waived, or varied in accordance with the terms thereof, (all such obligations described above in this Section 2.1(a) being herein collectively called the "GUARANTEED OBLIGATIONS"). (b) The guarantee provided in Section 2.1(a): (i) is a continuing guarantee and shall guarantee the Guaranteed Obligations and any ultimate balance thereof, notwithstanding that the Borrower may from time to time satisfy the Guaranteed Obligations in whole or in connection with part and thereafter incur further Guaranteed Obligations; and (ii) is an absolute, present and continuing guarantee of payment, performance or observance and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Guaranteed Agreement Borrower or in respect any other guarantor of any of the Guaranteed Obligations as if it were a primary obligoror upon any other action, occurrence or circumstance whatsoever. If at any time In the Supplier event that the Borrower shall fail in any manner whatsoever to perform or observe any of the Guaranteed Obligations when the same shall be required to be paid, performed or observed, the Company will itself duly and punctually pay, perform and observe, or cause to be duly and punctually paid, performed and observed, the Guaranteed Obligations, the Guarantorwithout demand, as primary obligorpresentment, irrevocably and unconditionally undertakes protest or notice of any kind. For greater certainty, it shall not be a condition to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense accrual of the Guarantor: fullyobligation of the Company hereunder to pay, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect or observe any of the Guaranteed Obligations and liable as if (or to cause the Guaranteed Agreement had been entered into directly by same to be paid, performed or observed) that the Guarantor Lender shall have first made any request of or demand upon or give any notice to the Company or to the Borrower or have initiated any action or proceeding against the Company or the Borrower and the Beneficiary; Lender may proceed to enforce the obligations of the Company under this Section 2.1 without first pursuing or exhausting any right or remedy which it may have against the Borrower or any other Person. Each default in payment of the Outstanding Principal Obligations or interest thereon or in the payment, performance or observance of any other Guaranteed Obligation shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. (c) In addition to the guarantee provided in Section 2.1(a), and as a separate and independent obligation and liabilitydistinct obligation, the Company hereby agrees to indemnify and keep save harmless the Beneficiary indemnified Lender and its directors, officers and employees, forthwith on demand by the Lender, from and against any and all direct and indirect claims, demands, losses, damages, costs and expenses (including VAT thereonliabilities, and includingcharges, without limitationobligations, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damagespayments, costs and expenses of any nature or kind (including VAT thereon, legal fees and including, without limitation, all legal costs and expensesdisbursements), of whatever nature, whether arising under statute, contract howsoever or at common lawwhenever arising, which such Beneficiary the Lender or its directors, officers and employees may suffer incur or incur if be subject to as a consequence, direct or indirect, of: (i) the failure of the Borrower to pay and satisfy the Guaranteed Obligations in full; (ii) any obligation guaranteed breach by the Guarantor is Company or becomes unenforceablethe Borrower of any warranty, invalid covenant, term or illegal condition in, or the occurrence of any default under, this Guarantee or the Credit Agreement, together with all expenses resulting from the compromise or defence of any claims or liabilities arising as if a result of any such breach or default; (iii) any Guaranteed Obligations or the obligation guaranteed had not become unenforceableCredit Agreement or any agreement creating or relating to any or all Guaranteed Obligations in any way being or becoming for any reason whatsoever, invalid in whole or illegal in part, void, voidable, ultra ▇▇▇▇▇, illegal, invalid, ineffective or otherwise unenforceable or released or discharged by operation of law or otherwise; or (iv) any legal action commenced to challenge the validity or enforceability of this Guarantee, the Credit Agreement or any Guaranteed Obligations, provided that any payment actually made by the GuarantorCompany to the Lender under Section 2.1(a) shall reduce the liability of the Company under this Section 2.1(c) by the same amount. The Company acknowledges that neither its obligation to indemnify, nor any actual indemnification by it, of the Lender or any other indemnified party hereunder in respect of such Person's liability Losses for the legal fees and expenses of such Person's counsel shall be no greater than in any way affect the Supplier's liability would have been if confidentiality or privilege relating to any information communicated by such Person to its counsel. The provisions of this Section 2.1(c) shall survive the obligation guaranteed had not become unenforceabletermination of this Guarantee, invalid the termination or illegalexpiration of the Commitment and the payment or performance of all Guaranteed Obligations.

GUARANTEE AND INDEMNITY. 2.1 In consideration of the Creditor entering into the Agreement the Guarantor irrevocably and unconditionally undertakes the obligations and liabilities set out in Clauses 2.2 and 2.3. 2.2 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand guarantees: 2.2.1 to pay to the Beneficiary Creditor on demand, and in the currency in which the same falls due for payment, all monies and liabilities which are now or at any time hereafter shall have become payable due, owing or incurred by the Supplier Principal Debtor to or in favour of the Beneficiary Creditor under or in connection with the Guaranteed Agreement or in respect Agreement; and 2.2.2 the due and punctual observance, performance and discharge by the Principal Debtor of all of its obligations and liabilities under the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Agreement. 2.3 The Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary principal obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveClause 2.2, the Guarantor as a primary obligor irrevocably and unconditionally undertakes agrees to indemnify and keep the Beneficiary indemnified Creditor in full on demand against all damages, losses, damages, costs and expenses suffered or incurred by the Creditor arising from or in connection with any of: 2.3.1 the Creditor making available any monies under the Agreement; 2.3.2 the entry by the Creditor into the Agreement; 2.3.3 any of the provisions of the Agreement being or becoming void, voidable, invalid or unenforceable; and/or 2.3.4 the failure of the Principal Debtor fully and promptly to perform and discharge any of its obligations and liabilities under the Agreement. 2.4 The Guarantor shall indemnify and keep indemnified the Creditor on demand by the Creditor against all losses, actions, claims, costs, charges, expenses and liabilities suffered or incurred by the Creditor in relation to this Guarantee (including VAT thereonthe costs, charges and including, without limitation, all legal costs and expenses), expenses incurred in the enforcement of whatever nature, whether arising under statute, contract any of the provisions of this Guarantee or at common law, which such Beneficiary may suffer or incur if occasioned by any obligation guaranteed breach by the Guarantor is or becomes unenforceable, invalid or illegal as if of any of its obligations to the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalCreditor under this Guarantee).

GUARANTEE AND INDEMNITY. The 32.1 Each Guarantor acknowledges that CNH Industrial Capital enters into this Finance Lease at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. 32.2 Each Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs punctual performance of all of the Guaranteed Obligations now or hereafter due, owing or incurred Lessee’s obligations under this Finance Lease. Each Guarantor must immediately upon demand pay CNH Industrial Capital any amount not paid when due by the Supplier to the Beneficiary. The Lessee under this Finance Lease. 32.3 Each Guarantor unconditionally and irrevocably indemnifies CNH Industrial Capital against all losses, damages, costs, charges, liabilities and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities expenses which are now or CNH Industrial Capital may at any time hereafter shall have become payable by the Supplier to the Beneficiary under suffer or in connection with the Guaranteed Agreement or in respect incur because: (a) any of the Guaranteed Obligations as if it were a primary obligor. If at Lessee’s obligations expressed in this Finance Lease is void, voidable or wholly or partially unenforceable; (b) CNH Industrial Capital has to disgorge any time money paid to CNH Industrial Capital on the Supplier shall fail Lessee’s account under this Finance Lease; or (c) the Lessee fails to perform any obligation under this Finance Lease. 32.4 The indemnity in clause 32.3 is a continuing obligation, separate and independent from each Guarantor’s other obligations under any other Finance Lease. It continues after those other obligations end. 32.5 Each Guarantor must pay moneys owing under this Finance Lease in immediately available funds without any deduction and waives any right of set-off and any right to rely on any defence available to the Lessee. 32.6 The obligations and liabilities of each Guarantor and CNH Industrial Capital’s rights under this Finance Lease continue and are not affected by: (a) CNH Industrial Capital granting of any time or indulgence to the Lessee or another person; (b) CNH Industrial Capital compounding or compromising with or wholly or partially releasing the Lessee or another person; (c) laches, acquiescence, delay, acts, omissions or mistakes by CNH Industrial Capital; (d) CNH Industrial Capital taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for the Lessee’s obligations under any this Finance Lease or any such security being or becoming void, voidable or unenforceable; (e) any person who is intended to assume liability as a Guarantor under this Finance Lease not doing so effectively, failing to execute this Finance Lease or being discharged; (f) any novation, assignment, termination or variation of this Finance Lease; (g) the Lessee’s death, mental illness or bankruptcy or the death, mental illness or bankruptcy of any individual Guarantor; (h) if the Lessee or the Guarantor are a corporation and are Insolvent or deregistered; (i) a Finance Lease being constituted without reference to or consent by the Guarantor; or (j) anything else which might otherwise have such effect at law or in equity. (a) Each Guarantor’s liability is not limited or otherwise affected by having entered into this Finance Lease as trustee of the Guaranteed Obligationstrust named in the Schedule. (b) If any Guarantor has entered into this Finance Lease as trustee of the trust, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes Guarantor must exercise its right of indemnity against trust assets to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense enable payment of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; money due under this Finance Lease and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveright, the Guarantor authorises CNH Industrial Capital to have recourse to and satisfy any liability of the Guarantor under this Finance Lease directly out of the trust assets. 32.8 Each Guarantor acknowledges CNH Industrial Capital may claim against the Guarantor under this Finance Lease before CNH Industrial Capital enforces any of its rights: (a) against the Lessee or any other person; or (b) under another document such as a primary obligor irrevocably guarantee and unconditionally undertakes indemnity, mortgage, charge or other security. 32.9 This guarantee and indemnity does not merge with or adversely affect: (a) any other guarantee and indemnity, or mortgage, charge or other security, or right or remedy to indemnify and keep which CNH Industrial Capital is entitled at any time; or (b) a judgment or order which CNH Industrial Capital obtains against the Beneficiary indemnified on demand against all lossesGuarantor in 32.10 So long as an amount payable under this Finance Lease remains unpaid, damages, costs and expenses (including VAT thereon, and includingeach Guarantor may not, without limitationCNH Industrial Capital’s consent: (a) exercise any legal rights to claim to be entitled to the benefit of another guarantee or mortgage, all legal costs and expenses), charge or other security given in connection with an amount payable under this Finance Lease; (b) claim an amount from the Lessee or another Guarantor under a right of whatever nature, whether arising under statute, contract indemnity; or (c) claim an amount in the Lessee’s or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the another Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal’s insolvency.

GUARANTEE AND INDEMNITY. The (a) Each Guarantor irrevocably and unconditionally unconditionally, jointly and severally: (i) guarantees and to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents; (ii) undertakes to the Beneficiary to procure with each Finance Party that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to whenever a Borrower does not pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary amount when due under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations any Finance Document, that Guarantor shall immediately on demand pay that amount as if it were a primary was the principal obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses and (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,iii) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified indemnifies each Finance Party immediately on demand against all lossesany cost, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract loss or at common law, which such Beneficiary may suffer or incur liability suffered by that Finance Party if any obligation guaranteed by the Guarantor it under this paragraph (a) of Clause 18.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal as if illegal. The amount of the obligation guaranteed had not become unenforceablecost, invalid loss or illegal provided that the Guarantor's liability shall be no greater than equal to the Supplier's liability amount which that Finance Party would otherwise have been entitled to recover; (b) Each Guarantor which is incorporated in the U.S. (a “U.S. Guarantor”) irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Bilateral Borrower (other than a Borrower) of all that Bilateral Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Bilateral Borrower (other than a Borrower) does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed had not become by it under this paragraph (b) of Clause 18.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover; (c) Each Guarantor which is not a U.S. Guarantor irrevocably and unconditionally, jointly and severally: (i) guarantees to each Finance Party punctual performance by each Bilateral Borrower that is not incorporated in the U.S. (other than the Borrower) of all that Bilateral Borrower’s obligations under the Finance Documents; (ii) undertakes with each Finance Party that whenever a Bilateral Borrower that is not incorporated in the U.S. (other than a Borrower) does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (iii) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it under this paragraph (c) of Clause 18.1 (Guarantee and Indemnity) is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

GUARANTEE AND INDEMNITY. 3.1 The Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure Financier that the Supplier duly and punctually performs Debtor will pay the Guaranteed Moneys to the Financier ('the Guaranteed Obligation'). 3.2 If: (a) the Debtor does not pay the Guaranteed Moneys or any part of the Guaranteed Moneys on time; and (b) the Financier makes a demand on the Guarantor, the Guarantor must pay the Guaranteed Moneys to the Financier on demand, whether or not the Financier has made a demand on the Debtor. 3.3 The Financier shall only be entitled to make a demand on the Guarantor pursuant to clause 3.2 if: (a) the Financier does not receive on or before 15 December 2000 evidence reasonably satisfactory to it that a management equity agreement, as defined in the Principal Agreement, is signed by all of the Guaranteed Obligations now or hereafter due, owing or incurred by parties to it and in full force and effect as at 15 December 2000; and (b) the Supplier 30 day written notice period referred to in the Beneficiary. last paragraph of clause 5.6 of the Principal Agreement has expired. 3.4 The Guarantor unconditionally and irrevocably and unconditionally undertakes upon demand to pay to indemnifies the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified Financier against all losses, damages, costs and expenses which the Financier may now or in the future suffer or incur consequent on or arising directly or indirectly out of any breach or non-observance by the Debtor of the Guaranteed Obligation up to a maximum amount of $10 million. 3.5 The indemnity contained in clause 3.4 remains effective even if the Guaranteed Obligation is or may be unenforceable or at any time not immediately enforceable against the Debtor (including VAT thereon, and including, without whether by reason of any legal limitation, all court costs disability or incapacity on or of the Debtor and all legal fees on a solicitor whether the Principal Agreement was void ab initio or has been subsequently avoided and own client basis, together with whether or not any disbursements,) of whatever nature which may result the relevant facts were or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure ought to have been known by the Supplier to perform the Guaranteed Obligations save that, subject to the Financier). 3.6 The other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported agreement apply to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been indemnity even if the obligation guaranteed had not become unenforceable, guarantee contained in clause 3.1 is invalid or illegalunenforceable and the Guarantor waives all rights which may be inconsistent with this clause.