Common use of Joint Guarantee Clause in Contracts

Joint Guarantee. The Guarantor hereby unconditionally and irrevocably agrees to provide joint guarantee to the Borrower, assuming joint and several liabilities for the Borrower’s debts under this Agreement and fees incurred by the Agent and the Banks in exercising or preserving their rights under this Agreement (for the purpose of this Article 9, such debts and fees are collectively referred to as the “Liabilities”). To the maximum extent permitted by applicable laws, the Guarantor agrees, represents and confirms as follows: 9.1. If the Borrower fails to repay any Liabilities on due date, upon notice by the Agent, the Guarantor shall immediately deposit to the account designated by the Agent an amount equal to the Liabilities payable under the guarantee, plus applicable interest calculated based on the Default Rate for a period from the due date of the default amount to the date of actual repayment of such amount and corresponding default penalty; The amount to be paid by the Guarantor shall be subject to evidence provided by the Banks with respect to the unpaid due Liabilities of the Borrower. 9.2. The Guarantor hereby agrees to (a) exempt the Agent and the Banks from the obligations of preparing any pretest, reminder or any other notice with respect to the notes, and (b) waive the benefit of discussion, so that the Agent and the Banks do not need to first claim against the Borrower or securities provided under the facility agreement or other documents. The Guarantor represents that it is not a guarantor in the capacity of director, supervisor or other representative of the Borrower, therefore, Article 753-1 of the Civil Code does not apply to the obligations of the Guarantor under this Agreement. 9.3. The obligation of joint guarantee hereunder shall not be released or affected in any way for any reason whatsoever (including without limitation, with respect to the borrower, bankruptcy, reconciliation under bankruptcy law, reorganization, liquidation, wind up or other legal proceedings), unless and until the Liabilities have been paid off by the Borrower or the Guarantor. 9.4. The Guarantor shall not claim against the Borrower for any Liabilities it repaid on behalf of the Borrower or enforce any right or security under the guarantee provided herein before the paying off of the Liabilities under this Facility; the Guarantor agrees that, in any case, its claim against the Borrower shall be subordinated to the claims of the Agent and the Banks against the Borrower. 9.5. These guarantee provisions shall have binding effect on the Guarantor and its successors and assignees, provided, that the Guarantor shall not transfer its obligations hereunder to others in any way without the consent by all of the Banks. 9.6. The Guarantor shall, upon request by the Agent or any Bank, immediately pay all expenses (including without limitation, attorney’s fee) reasonably incurred by the Agent or the Banks in exercising, enforcing or preserving their rights and interests under this Agreement (including these guarantee provisions).

Joint Guarantee. The Guarantor hereby Guarantors jointly and severally, unconditionally and irrevocably agrees guarantee in respect of all Lenders, the full and punctual compliance with all payment obligations (whether principal, ordinary interest, late interest, fees, indemnities, expenses or any other item) assumed by the Borrower under this Contract, in the terms set out in this Stipulation. 26.1.1 The Guarantors constitute this joint and several, irrevocable guarantee in favour of the Lenders in respect of the borrower and amongst themselves, pursuant to provide joint guarantee to article 1822 of the Borrower, assuming Civil Code. The joint and several liabilities for nature of this guarantee is likewise understood to be pursuant to the terms of article 1837 of the Civil Code. The Guarantors hereby expressly waive (i) the benefits of order, division and discussion and (ii) the power to put forward to the Lenders any exception deriving from the relationship maintained by the Lenders with the Guarantors and/or the Borrower’s debts under this Agreement and fees incurred . The Guarantors specifically consent to the assignments which may be carried out by the Agent Lenders pursuant to the terms of Stipulation 24 and to that end specifically declare that none of the Banks in exercising or preserving their rights under this Agreement (for terms of the purpose of this Article 9, guarantee granted herein shall be affected by any such debts and fees are collectively referred to as the “Liabilities”)assignment. To the maximum extent permitted by applicable lawsMoreover, the Guarantor agreesGuarantors waive the right afforded to them in article 1851 of the Civil Code, represents authorising the Lenders to grant any extensions and confirms as follows: 9.1. If deferrals they deem appropriate to the Borrower fails to repay without this affecting the guarantee constituted by them. Under no circumstances shall this guarantee be altered, cancelled or replaced as a consequence of any Liabilities on due dateagreements reached by the Lenders with the Borrower as part of a bankruptcy proceeding, upon notice by in which case the Guarantors’ obligations shall remain unchanged, as though such proceedings had never taken place. 26.1.2 The Lenders or the Agent, the Guarantor shall immediately deposit depending on who is responsible pursuant to the account designated by terms of section 26.1.3, may demand the Agent an amount equal to fulfilment of the Liabilities payable under the guarantee, plus applicable interest calculated based on the Default Rate for a period Guaranteed Obligations directly from the due date of the default amount Guarantors according to the date of actual repayment of such amount and corresponding default penalty; The amount to be paid by the Guarantor shall be subject to evidence provided by the Banks with respect to the unpaid due Liabilities of the Borrower. 9.2. The Guarantor hereby agrees to (a) exempt the Agent and the Banks from the obligations of preparing any pretest, reminder or any other notice with respect to the notes, and (b) waive the benefit of discussion, so that the Agent and the Banks do not need to first claim against the Borrower or securities provided under the facility agreement or other documents. The Guarantor represents that it is not a guarantor in the capacity of director, supervisor or other representative of the Borrower, therefore, Article 753-1 article 1144 of the Civil Code does not apply and without the need to the obligations of the Guarantor under this Agreement. 9.3. The obligation of joint guarantee hereunder shall not be released or affected in any way for any reason whatsoever (including without limitation, with respect first make a claim to the borrower, bankruptcy, reconciliation under bankruptcy law, reorganization, liquidation, wind up or other legal proceedings), unless and until the Liabilities have been paid off by the Borrower or to make a joint claim to the GuarantorBorrower and/or the Guarantors. 9.4. The Guarantor 26.1.3 Any claims brought in connection with this guarantee shall not claim against be brought by the Borrower for any Liabilities it repaid Agent in the name and on behalf of the Borrower or enforce any right or security Lenders, except under the guarantee following circumstances: (i) generally speaking (and provided herein before that the paying off terms of section (ii) below do not apply), if the Agent fails to comply with the obligation to file the claim following the instructions received from the Majority of Lenders, in which case each Lender, acting individually, may file its own claim directly against the Guarantors and (ii) In the event of the Liabilities under this Facility; expiration or early termination of the Guarantor agrees thatContract (affecting all of the Lenders or just some of them), in any case, which case each one of the Lenders affects may file its own individual claim against the Borrower shall be subordinated to the claims of the Agent and the Banks against the Borrower. 9.5. These guarantee provisions shall have binding effect on the Guarantor and its successors and assignees, provided, that the Guarantor shall not transfer its obligations hereunder to others in any way without the consent by all of the Banks. 9.6Guarantors. The Guarantor shall, upon request Guarantors shall immediately proceed to pay the amounts claimed by the Agent or by any Bankof the Lenders under this Guarantee within four (4) business days (during which the outstanding amounts shall accrue interest pursuant to the terms of Stipulation 13), immediately pay all expenses (including without limitation, attorney’s fee) reasonably incurred as from the receipt by the Guarantor of the notice sent by the Agent or the Banks Lender, depositing the payment into the Agent’s account previously notified to the Guarantor in exercisingwriting. 26.1.4 The amount payable by the Guarantors shall be the amount of the resulting balance. However, enforcing or preserving their rights and interests under no circumstances may any amounts be guaranteed under this Agreement Stipulation when doing so could result in a violation of the prohibitions against financial assistance established in article 81 of the Public Limited Companies Act. 26.1.5 The rights corresponding to each one of the Lenders under this guarantee shall be proportional to the participation of each one of them in the financing or in the Drawdowns pending repayment. 26.1.6 The Lenders specifically accept the guarantee in the terms and under the conditions established in Stipulation 26. 26.1.7 For the purposes of determining the amounts which may be claimed by the Lenders at any given time under this guarantee, the Guarantors expressly ratify the system for determining the amounts owed by the Borrower set out in Stipulation 26. 26.1.8 This guarantee shall only cease to be valid once the Contract has expired or been terminated and all amounts owed by the Borrower have been paid in full. The fact that the Lenders file a claim under this guarantee shall not restrict their right to subsequent claims as long as the guarantee remains in force. 26.1.9 In any event, any debt emerging in favour of the Guarantors against the Borrower or against the remaining Guarantors as a result of the execution of the guarantee contained in this Stipulation, particularly in virtue of the terms of articles 1.839 and 1.212 of the Civil Code, shall automatically be subordinated to the obligations derived from this Contract. 26.1.10 The guarantee provided by Abengoa as provided for in this Stipulation shall be extinguished automatically as soon as Abengoa certifies, to the satisfaction of the Lenders, the exclusion of the Borrower as a Guarantor from the Counterguaranteed Lines and submits a legal opinion issued by a reputable law firm of their choice confirming, to the satisfaction of the Lenders, the absence of any type of recourse against the Borrower under those lines. Notwithstanding the automatic extinguishment of the guarantee and at Abengoa’s request, the Agent, acting on behalf of the Lenders, shall sign within thirty (including these guarantee provisions)30) Business Days from the date of the request, any and all documents as may be required to formalise the extinguishment. The Lenders expressly authorise the Agent to execute on their behalves any and all documents as may be necessary to formalise the aforementioned extinguishment.