Common use of GUARANTEE AND INDEMNITY Clause in Contracts

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 the Guaranteed Agreement or in respect of the Guaranteed 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 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, the Guarantor 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. 2.3 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: 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 2.3.2 fully and as a separate and independent obligation and liability, 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 obligationobligation 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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 2.3.2 and 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, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand 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, the Guarantor 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 Guarantor, irrevocably and unconditionally unconditionally, guarantees and undertakes to the Beneficiary to procure that Trustee the Supplier duly and punctually performs all punctual discharge of the Guaranteed Certificate Obligations now or hereafter due, owing or incurred by the Supplier up to the BeneficiaryGuaranteed Amount. 2.2 The Guarantor as principal obligor and as a separate and independent obligation from its obligation under Clause 2.1 agrees to indemnify and keep indemnified the 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, 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 unconditionally, in favour of the Trustee, undertakes upon demand that if, on a day falling three Business Days prior to pay to a Periodic Distribution Date, there is a shortfall between the Beneficiary all monies Periodic Distribution Amounts due on the immediately following Periodic Distribution Date and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or Sales Proceeds received in respect of the Guaranteed Obligations. 2.3 If at Trust Assets, such that the Trustee would be unable to pay Periodic Distribution Amounts (including any time the Supplier shall fail additional amounts payable under Condition 9 (Taxation)) due to perform any of the Guaranteed ObligationsCertificateholders on such Periodic Distribution Date in full, the GuarantorGuarantor shall, as an independent and primary obligorobligation, irrevocably subject to Clause 3.5, immediately pay to such Trustee the amount of such shortfall in the manner and unconditionally undertakes to the Beneficiary that, upon first demand currency prescribed by the Beneficiary it shall, at the cost and expense of the Guarantor: 2.3.1 fully, punctually and specifically perform Conditions for payment by such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary Trustee in respect of Certificates, provided that the aggregate amounts recoverable by the Trustee do not exceed the Guaranteed Obligations and liable as if Amount. 2.4 For the Guaranteed Agreement had been entered into directly avoidance of doubt, the maximum amount guaranteed by the Guarantor and which may be called under this Guarantee and the Beneficiary; and 2.3.2 fully indemnify Guarantor’s maximum liability to the Trustee in connection with this Guarantee and keep in relation to the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereonCertificate Obligations shall at no time exceed the Guaranteed Amount as defined in this Guarantee. The Trustee hereby disclaims any right it may have in relation to, and includingundertakes not to claim, without limitationany amounts exceeding the Guaranteed Amount. The Trustee hereby agrees and acknowledges that it has no recourse to and is not being granted a lien, all court costs and all legal fees on a solicitor and own client basis, together with pledge or encumbrance of any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising kind whatsoever over the Guarantor’s ownership interest in any way whatsoever out of a failure VMK. In the event an amount up to the Guaranteed Amount is called by the Supplier to perform Trustee in connection with this Guarantee, then the Guaranteed Obligations save that, subject to Guarantor shall settle such amounts in cash. 2.5 This Guarantee shall take effect as a deed for the other provisions benefit of the Trustee (which holds the benefit of this Deed Guarantee for the benefit of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported Certificateholders from time to be imposed on the Supplier under the Guaranteed Agreementtime). 2.4 As a separate and independent obligation, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully and 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, the Guarantor 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 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 Borrower does not discharge any of the Guaranteed Obligations now or hereafter as and when they fall due, owing the Guarantor shall on demand make all payments to the Lenders necessary to discharge the Guaranteed Obligations. 11.2 If the Guaranteed Obligations are, or become, unenforceable, invalid or illegal, the Guarantor agrees to indemnify and keep indemnified the Lenders in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands, and expenses suffered or incurred by such Lender arising out of, or in connection with, any failure of the Borrower to perform or discharge the Guaranteed Obligations. 11.3 The Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 11.1 agrees to indemnify and keep indemnified the 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 Supplier such Lender arising out of, or in connection with, any failure of the Borrower to perform or discharge the BeneficiaryGuaranteed 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. 2.2 The Guarantor irrevocably 11.4 This guarantee is and unconditionally undertakes upon demand to pay to shall at all times be a continuing security and shall cover the Beneficiary ultimate balance of all monies and liabilities which are now payable under this agreement, irrespective of any intermediate payment or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement discharge in full or in respect part of the Guaranteed Obligations. 2.3 If at 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 time act, omission, matter or thing which would not have discharged or affected the Supplier shall fail 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 perform any of the Guaranteed ObligationsObligations including, without limitation, any change in the Guarantorpurpose of, 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 any increase in respect or extension of the Guaranteed Obligations and liable as if 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 Agreement had been entered into directly 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 and 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 Beneficiary; andGuarantor or otherwise reduce or extinguish its liability under clause 11.1. 2.3.2 fully indemnify and keep 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 Beneficiary fully indemnified Guarantor under this clause 11. 11.7 The Guarantor shall on a full indemnity basis pay to the Lenders on demand against the amount of all losses, damages, costs and expenses (including VAT thereonlegal and 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 any 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 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 unless the RFA Lenders otherwise both approve 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 obligationwriting, the Guarantor 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), shall not exercise any security or other rights which it may have by reason of whatever natureperformance 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 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 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 the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 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 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 2.3.2 fully 2.3.2. 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 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 2.4. As a separate and independent obligation, the Guarantor 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. 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. 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 Outstanding Indebtedness when due under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at connection with 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: 2.3.1 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses2.1.3 agrees, 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 obligationstipulation, that if any amounts intended to be guaranteed hereby are not recoverable on the footing of a guarantee, whether by reason of any legal limitation, disability or incapacity on or of the Borrower or any other fact or circumstance, whether or not known to any Bank or the Guarantor, then such amounts shall nevertheless be recoverable from the Guarantor irrevocably as 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. 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 and 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, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully and 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, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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, the Guarantor 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 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 terms of the relevant Obligation of Thomson (or the underlying obligation of the relevant Principal Debtor) require such recourse, recourse first being had to any other Person or to any security. 3.5 Unless otherwise provided in this Guarantee, the liabilities and punctually performs 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 Relevant Creditor. 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 (4) of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Guarantee and accordingly: (A) in respect of any claim against Thomson-Reuters by a Creditor, Thomson-Reuters shall not have available to it by way of defence or set-off any 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 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 Guaranteed Obligations now payment or hereafter due, owing security which the Creditor may previously have received 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 may thereafter receive from any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or Person in respect of the Guaranteed Obligationsrelevant Obligations is set aside or reduced under any applicable law or proves to have been for any reason invalid. 2.3 If 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 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: 2.3.1 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 as if be binding upon, Thomson-Reuters to the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiarysame extent; and 2.3.2 fully indemnify (ii) [the liabilities and keep obligations of Thomson-Reuters under this Guarantee will be automatically limited or, as the Beneficiary fully indemnified on demand against all lossescase may be, damages, costs and expenses extended accordingly.] (B) Despite anything else in this Guarantee (including VAT thereonClause 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 includingobligations under this Guarantee) except to the extent, without limitationif any, all court costs that: (i) Thomson-Reuters explicitly agrees in writing to that composition, arrangement, variation or departure at the 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 all legal fees on continuing obligation, Thomson-Reuters unconditionally and irrevocably agrees that, should any Obligation not be recoverable from Thomson-Reuters under Clause 3.1 as a solicitor result of the Obligation becoming void, voidable or unenforceable against Thomson, Thomson-Reuters undertakes with Thomson that it will, as a sole, original and own client basisindependent obligor, together with any disbursements,) make payment of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any the Obligation to the Relevant Creditor by way whatsoever out of a failure full indemnity on the due date provided for payment by the Supplier terms of the Obligation. 3.11 Thomson-Reuters shall, if requested by Thomson, (i) enter into agreements to perform 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 Thomson. If Thomson-Reuters enters into such agreements with respect to any Obligation of Thomson, Thomson-Reuters and Thomson may agree that such Obligation shall be excluded from 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 AgreementGuarantee in accordance with Clause 4 hereof. 2.4 As a separate and independent obligation, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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 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, the Guarantor 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 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 BeneficiaryHirer under this Hire Purchase Agreement. 2.2 The 34.3 Each Guarantor unconditionally and 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand indemnifies CNH Industrial Capital against all losses, damages, costs costs, charges, liabilities and expenses which CNH Industrial Capital may at any time suffer or incur because: (including VAT thereona) any of the Hirer’s obligations expressed in this Hire Purchase Agreement is void, and including, without limitation, all court costs and all legal fees voidable or wholly or partially unenforceable; (b) CNH Industrial Capital has to disgorge any money paid to CNH Industrial Capital on a solicitor and own client basis, together with any disbursements,the Hirer’s account under this Hire Purchase Agreement; or (c) 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 Hirer fails to perform the Guaranteed Obligations save that, subject to the other provisions of any obligation under 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 Hire Purchase Agreement. 2.4 As 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 trust named in the Schedule. 5. (b) If any Guarantor has entered into this Hire Purchase Agreement as trustee of the trust, the Guarantor must exercise its right of indemnity against trust assets to enable payment of money due under this Hire Purchase Agreement and as a separate and independent obligationright, the Guarantor irrevocably authorises CNH Industrial Capital to have recourse to 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), satisfy any liability 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 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 guarantee and 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 which CNH Industrial Capital is entitled at any time; or (b) a judgment or becomes unenforceable, invalid or illegal as if order which CNH Industrial Capital obtains against 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 illegalGuarantor in 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, 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 Guarantor: 2.3.1 expense: ● 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 2.3.2 fully and ● as a separate obligation and liability, indemnify and keep the Beneficiary fully indemnified on demand 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 obligation and independent obligationliability 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. 2.2 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 due or owing to, or incurred by, TTL under or in relation to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed 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 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 2.2 As a separate and independent obligation, without prejudice to clause 2.1 above, but taking into account any payments made thereunder, the Guarantor hereby irrevocably and unconditionally undertakes agrees, as a primary obligation, to indemnify and keep the Beneficiary indemnified TTL in full and on demand against from all losses, claims, liabilities, damages, costs and expenses which may be incurred or suffered by TTL as a result of or in connection with (whether directly or indirectly) any failure by the 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 as and when the same shall respectively become (or, 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 Agreement. (B) any provision in the Agreement being or becoming void, voidable, invalid or unenforceable; (C) the enforcement of the provisions of this Guarantee; and (D) TTL entering into or being a party to this Guarantee (including VAT thereon, and including, without limitation, all legal costs and expenses), in the event that any of whatever nature, whether arising under statute, contract the obligations or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed undertakings expressed to be assumed by the Guarantor is in this Guarantee are not performed or becomes unenforceableobserved fully and punctually). 2.4 Notwithstanding any other provision of this Guarantee, invalid this Guarantee shall not be construed so as to impose on the Guarantor any greater obligations or illegal as if liabilities in scope or in value than those assumed by the obligation guaranteed had not become unenforceableService Provider under the Agreement. 2.5 The obligations of the Guarantor under each of clauses 2.1, invalid or illegal provided that the Guarantor's liability 2.2, 2.3, and 2.4 above of this Guarantee shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalseparate and independent from each other.

GUARANTEE AND INDEMNITY. 2.1 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 sums which are payable to the BeneficiarySCL under this Joint Venture Agreement. 2.2 The Guarantor irrevocably 22.2 This guarantee is a continuing guarantee and unconditionally undertakes upon demand to pay to shall remain in full force and effect until all the Beneficiary all monies and liabilities which are now obligations of Wuxi CRM expressed or at any time hereafter contemplated herein shall have become payable been performed in full or discharged and are in addition to and not in substitution for any other rights which SCL may have under or by the Supplier virtue of this Joint Venture Agreement. CRL shall not be exonerated or discharged from liability under this guarantee by time being given to the Beneficiary under the Guaranteed Agreement Wuxi CRM by SCL or in respect of the Guaranteed Obligations. 2.3 If at 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: 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand 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. 2.4 22.3 As a separate and independent obligation, the Guarantor irrevocably each of CRL and unconditionally Wuxi CRM hereby jointly and 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 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 and 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, the Guarantor 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 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 BeneficiaryBorrower under this Agreement. 2.2 The 33.3 Each Guarantor unconditionally and 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand indemnifies CNH Industrial Capital against all losses, damages, costs costs, charges, liabilities and expenses which CNH Industrial Capital may at any time suffer or incur because: (including VAT thereona) any of the Borrower’s obligations expressed in this Agreement is void, and including, without limitation, all court costs and all legal fees voidable or wholly or partially unenforceable; (b) CNH Industrial Capital has to disgorge any money paid to CNH Industrial Capital on a solicitor and own client basis, together with any disbursements,the Borrower’s account under this Agreement; or (c) 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 fails to perform the Guaranteed Obligations save that, subject to the other provisions of any obligation under 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 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 trust named in the Schedule. (b) If any Guarantor has entered into this Agreement as trustee of the trust, the Guarantor must exercise its right of indemnity against trust assets to enable payment of money due under this Agreement and as a separate and independent obligationright, the Guarantor irrevocably authorises CNH Industrial Capital to have recourse to and unconditionally undertakes 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 guarantee and 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. 2.1 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. 2.2 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 extent that such sums exceed the Guaranteed amount lent in relation to the acquisition of such Guarantor in accordance with the 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 applicable; and 2.3 If at 22.1.2 agrees as a primary 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: 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 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, the Guarantor 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. 2.1 The In consideration of the Lenders agreeing at the request of the Original Guarantor irrevocably to release it from its obligations under the Original Guarantee and unconditionally guarantees and undertakes to continue to make the Facility available to the Beneficiary to procure that Borrower in accordance with the Supplier duly and punctually performs all terms of the Guaranteed Obligations now or hereafter dueLoan Agreements, owing or incurred the payment by the Supplier Trustees to the Beneficiary. 2.2 The Guarantor irrevocably of ten Dollars (USD10) and unconditionally undertakes upon demand to pay to other good and valuable consideration (the Beneficiary all monies receipt and liabilities adequacy of which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed 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 Guarantor hereby acknowledges) the Guarantor: 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations 2.1.1 as if it were itself a direct and primary obligor as and for its own debt and not merely as surety hereby undertakes to the Beneficiary in respect Trustees to be responsible for and hereby guarantees to the Trustees: (a) the due and punctual payment by each of the Guaranteed Obligations Obligors to the Trustees or an Agent (on behalf of the relevant Lenders) (as the case may be) (as and liable as if when due by acceleration, demand or otherwise howsoever) of the Guaranteed Agreement had been entered into directly by the Guarantor Outstanding Indebtedness and the Beneficiaryevery part thereof; and 2.3.2 fully indemnify (b) the due and keep punctual performance of all the Beneficiary fully indemnified obligations to be performed by each of the Obligors and the Builder under or pursuant to the Loan Agreements and the other Security Documents; and 2.1.2 unconditionally undertakes immediately 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 Trustees from time to time to pay and/or perform its obligations under Clause 2.1.1. 2.2 For the Guaranteed Obligations save that, subject same consideration as referred to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on in Clause 2.1 the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. 2.4 As (as a separate and independent obligation, the Guarantor irrevocably and ) unconditionally undertakes immediately on demand by the Trustees from time to time to indemnify the Trustees and keep the Beneficiary indemnified Agents and hold each of them harmless in respect of: 2.2.1 any loss incurred by the Trustees and/or the Agents as a result of a Loan Agreement and each other Security Document to which any of the Obligors or the Builder is a party or any provision thereof becoming invalid, void, voidable or unenforceable for any reason whatsoever after execution hereof; and 2.2.2 all loss or damage of any kind arising directly or indirectly from any failure on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), the part of whatever nature, whether arising under statute, contract any of the Obligors or at common law, which such Beneficiary may suffer or incur if the Builder to perform any obligation guaranteed to be performed by any of the Guarantor Obligors or the Builder under and pursuant to a Loan Agreement and each other Security Document to which any of the Obligors or the Builder 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 illegala party.

GUARANTEE AND INDEMNITY. 2.1 The (a) Each Guarantor (other than a U.S. Guarantor) irrevocably and unconditionally unconditionally, jointly and severally: (i) guarantees and undertakes to the Beneficiary to procure each Finance Party punctual performance by each Borrower (other than a U.S. Borrower) of all 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 Borrower’s obligations under the Guaranteed Agreement Finance Documents; (ii) undertakes with each Finance Party that whenever a Borrower (other than a U.S. Borrower) does not pay any amount when due under or in respect of the Guaranteed Obligations. 2.3 If at connection with any time the Supplier Finance Document, that Guarantor shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first immediately on 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 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 obligor; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified (iii) indemnifies each Finance Party immediately on demand against all lossesany cost, 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 loss or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure liability suffered 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, the Guarantor 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 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. 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 the Guaranteed Agreement Agreements or in respect of the Guaranteed 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 Agreements had been entered into directly by the Guarantor and the Beneficiary; and 2.3.2 fully and indemnify and keep the Beneficiary fully 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 Agreement. 2.4 Agreements. As a separate and independent obligation, the Guarantor 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. 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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, the Guarantor 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 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. 2.2 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 the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 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: 2.3.1 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 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 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. 2.4 As a separate and independent obligation, the Guarantor 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. 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 and 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, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully and 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 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, the Guarantor 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. 2.3 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: 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 2.3.2 fully and as a separate and independent obligation and liability, 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 obligationobligation 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 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“Guaranteed Obligations”). 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand 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 the Guaranteed this Agreement or in respect of the Guaranteed Obligations. 2.3 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: 2.3.1 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 2.3.2 fully irrevocably agrees to indemnify (on an after Tax basis) and keep the Beneficiary fully indemnified on demand 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. 2.4 As a separate and independent obligation, the Guarantor 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. 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. 2.3 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: 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 2.3.2 fully and as a separate and independent obligation and liability, 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 obligationobligation 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. 2.1 8.1 The Guarantor irrevocably and unconditionally guarantees and undertakes Guarantors guarantee to the Beneficiary to procure Supplier that the Buyer will pay all amounts owing to the Supplier duly under this Agreement when due. 8.2 On demand, the Guarantors must pay to the Supplier any such amount which the Buyer does not pay to the Supplier under this Agreement when due. 8.3 The Guarantors acknowledge and punctually performs agree to be bound by the Terms and Conditions found herein. 8.4 Each Guarantor indemnifies the Supplier against any loss, cost or expense, including but not limited to principal, interest, costs, expenses and taxes of any kind, which the Supplier suffers or incurs due to the Buyer’s default under this Agreement, including the Supplier Standard Terms and Conditions, and on demand must pay to the Supplier any such loss cost or expense. 8.5 The indemnity is a continuing principal obligation enforceable against each Guarantor, even if the amounts guaranteed or indemnified are not recoverable from the Buyer for any reason. 8.6 The Guarantors must pay the Supplier the reasonable expenses reasonably incurred to enforce this Guarantee and Indemnity. 8.7 The Guarantors acknowledge that this Guarantee and Indemnity is: (a) given to the Supplier jointly and severally by each Guarantor in consideration for the Supplier agreeing to enter into this Agreement with the Buyer at the Guarantors request; (b) unconditional, irrevocable and continues until the Supplier has received all of amounts owing by the Guaranteed Obligations now or hereafter dueBuyer to the Supplier in full; (c) not affected by anything under the law relating to guarantees, owing or incurred by the Supplier’s delay in acting, by the Supplier allowing the Buyer or a Guarantor extra time to pay, by any act or omission of any person, or by the amount of credit extended to the BeneficiaryBuyer varying from time to time; (d) enforceable against a Guarantor even if it is not signed by another person intended to be a Guarantor, or if it is not enforceable against another Guarantor. 2.2 8.8 The Guarantor irrevocably and unconditionally undertakes upon Supplier need not incur an expense nor have exercised or exhausted its legal rights against the Buyer before making a demand of the Guarantors. 8.9 The Supplier may assign its rights under the guarantee provided by the Guarantors to pay a purchaser of the Buyer’s debts owed to the Beneficiary all monies and liabilities which are now or at Supplier without the Guarantors’ consent. 8.10 If any time hereafter shall have become payable by payment to the Supplier is void or voidable as a result of an Insolvency Event or bankruptcy law, each Guarantor’s liability extends to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed 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 that payment as if the Guaranteed Agreement payment had not been entered into directly by the Guarantor and the Beneficiary; 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 made. Unless the Supplier to perform agrees otherwise, each Guarantor must not claim any amount in the Guaranteed Obligations save that, subject to insolvency of 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 Buyer until the Supplier is paid all money guaranteed or indemnified under the Guaranteed Agreementthis Guarantee and Indemnity. 2.4 As a separate and independent obligation, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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 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, the Guarantor 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. 2.1 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. 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 the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably entering into this Agreement with the Applicant the Guarantor covenants and unconditionally undertakes to the Beneficiary agrees with DPG Australia 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 (i) Notwithstanding that 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; andApplicant the Guarantor may be a surety only, as between the Guarantor and DPG Australia the Guarantor is a principal debtor. 2.3.2 fully indemnify (ii) The Guarantor will be liable jointly and keep severally with the Beneficiary fully indemnified on demand Applicant (and with each other Guarantor if there is more than one Guarantor) for the due and punctual payment of all moneys to be paid by the 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. 2.4 As a separate and independent obligation, the Guarantor 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. 2.1 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 xxxxxx/s named in the Beneficiary. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to Reference Schedule (the Beneficiary all monies and liabilities Xxxxxx) which are now owing, or at any may from time hereafter shall have become payable to time be owing, by the Supplier Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 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 Xxxxxx in respect of the Guaranteed Obligationsterms on which the Container is delivered and/or provided; (b) any waiver, extension of time or indulgence given by Premier Box to the Xxxxxx or a Guarantor; (c) any right or claim which the Xxxxxx may assert to resist making payment of any part of the Amount 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 Xxxxxx; or (f) any act, omission, matter or other thing whatsoever. 2.3 If at any time 11.8 This Guarantee and Indemnity is a continuing obligation of each Guarantor/s for the Supplier shall fail to perform any amount of the Guaranteed ObligationsAmount 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 Xxxxxx; or (b) a Guarantor or the Xxxxxx which is a company becoming an externally administered company pursuant to the Corporations Xxx 0000 (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: 2.3.1 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 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, the Guarantor 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 Xxxxxx 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 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 to the Beneficiary.Indemnified Parties in connection with: 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 (a) a breach by the Supplier to Guarantor, the Beneficiary under Purchaser, the Guaranteed 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 Guaranteed ObligationsTrade Practices Act or its equivalent provision under State fair trading legislation to the Purchaser, 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. 2.3 If 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 any time the Supplier shall fail to perform any law or in equity, including one or more of the Guaranteed Obligationsfollowing: (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, as primary obligoracquiescence, irrevocably and unconditionally undertakes to delay, acts or omissions on the Beneficiary that, upon first demand by part of the Beneficiary it shall, at Minister; (c) any variation or novation of a right of the cost and expense 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: 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 2.3.2 fully indemnify (e) the invalidity or unenforceability of an obligation or liability of a person other than the Guarantor. 19.5 This guarantee and keep 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 waives any right it may have of first requiring the Beneficiary fully indemnified 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 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 all 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 this agreement, any Ancillary Agreement or 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 payment or transfer had not occurred. 19.9 The Guarantor agrees to pay or reimburse the Minister on demand against for all lossesits costs, 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. 2.4 As a separate and independent obligation, the Guarantor 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. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary Beneficiaries 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 BeneficiaryBeneficiaries, save that, subject to the remaining provisions of this Deed, the provisions of this Clause 2.1 shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Contractor under the Guaranteed Agreement. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary Beneficiaries all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Contractor to the Beneficiary Beneficiaries under the Guaranteed Agreement or in respect of the Guaranteed Obligations, save that, subject to the remaining provisions of this Deed, the provisions of this Clause 2.2 shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Contractor under the Guaranteed Agreement. 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 Beneficiaries that, upon first demand by the a Beneficiary it shall, at the cost and expense of the Guarantor: 2.3.1 (a) fully, punctually and specifically perform such Guaranteed Obligations (either itself or through an Affiliate of the Guarantor of which the Contractor is a wholly owned subsidiary or other third party approved in writing by a Beneficiary, such approval not to be unreasonably withheld, such Affiliate or other third party acting for this purpose as a subcontractor of the Guarantor) as if it were itself a direct and primary obligor to the relevant 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 2.3.2 fully (b) indemnify and keep the Beneficiary fully Beneficiaries 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 Contractor to perform the Guaranteed Obligations Obligations, save that, subject to the other provisions of that nothing in this Deed of Guarantee, this Clause 2.3 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 AgreementAgreement and that in this Deed of Guarantee the Guarantor shall be afforded the same rights and protections of the Contractor under the Guaranteed Agreement in terms of invoking and exhausting the Dispute Resolution Procedure. 2.4 As a separate and independent obligation, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary Beneficiaries 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 SupplierContractor's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal. 2.5 The Minister shall be entitled to enforce this Deed of Guarantee in accordance with its terms on behalf of and as agent for each Customer and Service Recipient.

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 the Guaranteed Agreement or in respect of the Guaranteed 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 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, the Guarantor 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 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 BeneficiaryLessee under this Finance Lease. 2.2 The 32.3 Each Guarantor unconditionally and 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand indemnifies us against all losses, damages, costs costs, charges, liabilities and expenses which we may at any time suffer or incur because: (including VAT thereona) any of the Lessee’s obligations expressed in this Finance Lease is void, voidable or wholly or partially unenforceable; (b) we have to disgorge any money paid to us on the 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 includingindependent 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 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 reference to or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure consent by the Supplier to perform 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 Obligations save thattrust named in the Schedule. (b) If any Guarantor has entered into this Finance Lease as trustee of the trust, 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 must exercise its right of indemnity against trust assets to be imposed on the Supplier enable payment of money due under the Guaranteed Agreement. 2.4 As this Finance Lease and as a separate and independent obligationright, the Guarantor irrevocably authorises us to have recourse to and unconditionally undertakes 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 guarantee and 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 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 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 the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 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 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 2.3.2 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 2.4. As a separate and independent obligation, the Guarantor 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 11.1 In consideration of the Lenders entering into this agreement, the Guarantor irrevocably and unconditionally guarantees and undertakes to each Lender that, whenever the Beneficiary to procure that the Supplier duly and punctually performs all Borrower does not discharge any of the Guaranteed Obligations now or hereafter as and when they fall due, owing the Guarantor shall on demand make all payments to each Lender necessary to discharge the Guaranteed Obligations. 11.2 If the Guaranteed Obligations are, or become, unenforceable, invalid or illegal, the Guarantor agrees to indemnify and keep indemnified each Lender in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands, and expenses suffered or incurred by such Lender arising out of, or in connection with, any failure of the Borrower to perform or discharge the Guaranteed Obligations. 11.3 The Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 11.1 agrees to indemnify and keep indemnified each Lender in full and on demand from and against all and any losses, costs claims, liabilities, damages, demands, and expenses suffered or incurred by the Supplier such Lender arising out of, or in connection with, any failure of the Borrower to perform or discharge the BeneficiaryGuaranteed 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. 2.2 The Guarantor irrevocably 11.4 This guarantee is and unconditionally undertakes upon demand to pay to shall at all times be a continuing security and shall cover the Beneficiary ultimate balance of all monies and liabilities which are now payable under this agreement, irrespective of any intermediate payment or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement discharge in full or in respect part of the Guaranteed Obligations. 2.3 If at 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 time act, omission, matter or thing which would not have discharged or affected the Supplier shall fail 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 perform any of the Guaranteed ObligationsObligations including, without limitation, any change in the Guarantorpurpose of, 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 any increase in respect or extension of the Guaranteed Obligations and liable as if 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 Agreement had been entered into directly 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 and 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 Beneficiary; andGuarantor or otherwise reduce or extinguish its liability under clause 11.1. 2.3.2 fully indemnify and keep 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 Beneficiary fully indemnified Guarantor under this clause 11. 11.7 The Guarantor shall on a full indemnity basis pay to each Lender on demand against the amount of all losses, damages, costs and expenses (including VAT thereonlegal and 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 any 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 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 unless the Lenders otherwise both approve 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 obligationwriting, the Guarantor 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), shall not exercise any security or other rights which it may have by reason of whatever natureperformance 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 each Lender 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 9.1 Each Guarantor acknowledges that CNH Industrial Capital enters into this Agreement and any Loan and Mortgage Agreement at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. 9.2 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 Borrower’s obligations under this Agreement and under each and every Loan and Mortgage Agreement (collectively, the “Guaranteed Obligations now or hereafter due, owing or incurred Agreements”). Each Guarantor must immediately upon demand pay CNH Industrial Capital any amount not paid when due by the Supplier to the BeneficiaryBorrower under any Guaranteed Agreement. 2.2 The 9.3 Each Guarantor unconditionally and 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand indemnifies CNH Industrial Capital against all losses, damages, costs costs, charges, liabilities and expenses which CNH Industrial Capital may at any time suffer or incur because: (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with a) any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising the Borrower’s obligations expressed in any way whatsoever out one of the Guaranteed Agreements is void, voidable or wholly or partially unenforceable; (b) CNH Industrial Capital has to disgorge any money paid to CNH Industrial Capital on the Borrower’s account under any of the Guaranteed Agreements; or (c) the Borrower fails to perform any obligation under any one of the Guaranteed Agreements. 9.4 The indemnity in clause 9.3 is a failure continuing obligation, separate and independent from each Guarantor’s other obligations under any Guaranteed Agreement. It continues after those other obligations end. 9.5 Each Guarantor must pay moneys owing under any of the Guaranteed Agreements 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. 9.6 The obligations and liabilities of each Guarantor and CNH Industrial Capital’s rights under each of 9.7 the Guaranteed Agreements continue and are not affected by: (a) CNH Industrial Capital granting 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 of the Guaranteed Agreements or any such security being or becoming void, voidable or unenforceable; (e) any person who is intended to assume liability as a Guarantor under any of the Guaranteed Agreements not doing so effectively, failing to execute this Agreement or being discharged; (f) any novation, assignment, termination or variation of any of the Guaranteed Agreements; (g) the Borrower’s death, mental illness or bankruptcy or the death, mental illness or bankruptcy of any Guarantor; (h) if the Borrower or any Guarantor is a corporation and is Insolvent or deregistered; (i) an Offer being made and Loan and Mortgage Agreement being constituted without reference to or consent by the Supplier to perform 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 Obligations save thattrust named in the Schedule. (b) If any Guarantor has entered into this Agreement as trustee of the trust, 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 must exercise its right of indemnity against trust assets to be imposed on the Supplier enable payment of money due under the Guaranteed Agreement. 2.4 As this Agreement and as a separate and independent obligationright, the Guarantor irrevocably authorises CNH Industrial Capital to have recourse to and unconditionally undertakes satisfy any liability of the Guarantor under this Agreement directly out of the trust assets. 9.9 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. 9.10 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 any Guaranteed 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. 2.1 The Guarantor Guarantors unconditionally and irrevocably guarantee in accordance with the terms of this Agreement and unconditionally guarantees and undertakes as a primary obligation to the Beneficiary Administering Authority and its successors, transferees and assigns the due and punctual performance and observance by the Company of all the Company's obligations and the punctual discharge by the Company of all the Company's liabilities to procure the Administering Authority arising under the Pension Regulations including (without limitation) any obligations and liabilities which arise or continue after the Company no longer has active employee members in the Fund. 2.2 If the Company defaults in the payment when due of any amount it is obliged to pay to the Administering Authority (and to avoid doubt this includes without limitation any payment of interest), the Guarantors shall immediately on demand by the Administering Authority unconditionally pay that amount to the Supplier duly Administering Authority in the manner prescribed in the Pension Regulations as if they were the Company. 2.3 As an independent and punctually performs primary obligation, without prejudice to clause 2.1, the Guarantors unconditionally and irrevocably agree to indemnify and keep indemnified the Administering Authority from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Administering Authority arising from failure of the Company to comply with any 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 the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform through 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 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, the Guarantor 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 becoming unenforceable, invalid or illegal (on any grounds, whether known to it or the Administering Authority or not). 2.4 The guarantee and indemnity are continuing obligations and shall extend to the ultimate balance of sums payable by the Company under the Pension Regulations, regardless of any intermediate payment or discharge in whole or in part. They shall not be affected by any act, omission, matter or thing which, but for this clause 2.4, would reduce, release or prejudice any of the Guaranteed Obligations under this clause 2 (without limitation and whether or not known to them or the Administering Authority). 2.5 If any payment by the Company or any discharge given by the Administering Authority is avoided or reduced as a result of insolvency or any similar event, the liability of the Company and Guarantors shall continue as if the obligation guaranteed payment, discharge, avoidance or reduction had not become unenforceable, invalid or illegal provided that occurred and the Guarantor's liability Administering Authority shall be no greater than entitled to recover the Supplier's value or amount of that security or payment. The Guarantors waive any right they may have of first requiring the Administering Authority (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 the Guarantors under this clause 2. 2.6 The liability would of the Guarantors under this deed is joint and several. Until all amounts which may be or become payable by the Company under or in connection with the Pension Regulations have been if irrevocably paid in full, and unless the obligation guaranteed had Administering Authority otherwise directs in writing, the Guarantors shall not become unenforceable, invalid or illegalexercise any rights which they may have by reason of performance by them of their obligations under this clause 2.

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 15.1 In consideration 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 the Guaranteed Agreement or in respect of the Guaranteed 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 Buyer entering into directly by the Guarantor and the Beneficiary; 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, the Guarantor irrevocably and unconditionally undertakes guarantees to the Buyer punctual performance by the Seller of all of the Seller’s obligations under this Agreement and the Guarantor: (a) whenever the Seller does not pay any amount when due under or in connection with this Agreement, shall immediately on demand pay that amount as if it was the principal obligor; and (b) whenever the Seller fails to perform any other obligations under this Agreement, shall immediately on demand perform (or procure performance of) and satisfy (or procure the satisfaction 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 principal obligor and as a separate and independent obligation and liability from its obligations and liabilities provided in Clause 15.1, shall indemnify and keep hold the Beneficiary indemnified on demand Buyer harmless from and against all lossesany Loss suffered or incurred by it as a result of the nonperformance by the Seller of any of its obligations under this Agreement or any other Transaction Document. 15.3 This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable or obligations performed by the Seller under this Agreement and the other Transaction Documents, damagesregardless of any intermediate payment or discharge in whole or in part. 15.4 Save to the extent provided in Clause 15.5, costs 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 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 expenses Guarantor’s Limitations of Liability) and, where any obligation or liability of the Seller is either: (including VAT thereon, a) amended or varied in accordance with Clause 17.7 (Variations); or (b) waived to any extent in a manner that is effective in accordance with Clause 17.9 (Remedies 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. 2.1 The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary the due and punctual performance and observance by AFL of all its respective obligations, commitments, undertakings, warranties, indemnities and covenants under or in connection with the Principal Agreement (the “Obligations”), and agrees 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 indemnify 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereonreasonable legal costs and expenses in respect of any enforcement of the Obligations and/or this Agreement) which the Beneficiary may suffer through or 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 includingif 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 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, all court costs and all legal fees on a solicitor and own client basisdisability or incapacity of AFL or the Guarantor; (b) any insolvency or liquidation of AFL; (c) any merger, together with amalgamation or other change of status of the Guarantor; or (d) any disbursements,) of whatever nature which may result other fact or which such Beneficiary may suffercircumstance, incur shall nevertheless be enforceable against or sustain arising in any way whatsoever out of a failure recoverable from the Guarantor as though the same had been incurred by the Supplier to perform Guarantor as principal obligor in respect thereof and shall be performed or paid by the Guaranteed Obligations save that, 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 Deed Agreement, the obligations and liability of Guarantee, the Guarantor under or arising out of this guarantee and indemnity shall not be construed interpreted as imposing greater obligations or and liabilities on the Guarantor than are purported to be imposed on the Supplier AFL under the Guaranteed Principal Agreement. 2.4 As 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 separate and independent obligationbinding obligation on it in accordance with its terms; and (g) that it has not received any notice, nor to the Guarantor 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)best of its knowledge is there pending or threatened any notice, of whatever nature, whether arising 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 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 Agreement.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes 18.1 In consideration of the Supplier extending or agreeing to extend credit or further credit to the Beneficiary Customer at the Guarantors’ request (testified by the Guarantors’ execution of this Agreement) for the provision of Goods and/or Services and/or Fuel Card and/or Equipment from time to procure time, the Guarantors guarantee payment to the Supplier of all money which is now or at any time in the future becomes due and payable to the Supplier by the Customer on any account or accounts whether now existing or which may in the future be opened or in any manner whatsoever. 18.2 The Guarantors agree to guarantee and indemnify the Supplier against all losses damages or expenses that the Supplier duly and punctually performs all may suffer as a result, either directly or indirectly, of any failure by the Customer to make due payment of any money owing to the Supplier in respect of the Guaranteed Obligations now provision of Goods and/or Services and/or Fuel Card and/or Equipment from time to time or hereafter dueto observe the terms of any agreement between the Customer and the Supplier, owing including costs on a full indemnity basis of any attempt or incurred attempts to recover from the Customer or any Guarantor and whether successful or not or whether frustrated by the Customer or Guarantor or by operation of law and including costs ordered by a court to be paid by the Supplier to the BeneficiaryCustomer or to any Guarantor including the costs of lodging and withdrawing caveats and/or obtaining injunctions and enforcing any security over real and personal property given to the Supplier. 2.2 The Guarantor irrevocably 18.3 This guarantee and unconditionally undertakes upon demand to pay to the Beneficiary all monies indemnity will be a continuing guarantee and liabilities indemnity and will not be considered as wholly or partially satisfied or discharged by any money which are now or may at any time hereafter shall have become payable or times in the future be received or applied by the Supplier to the Beneficiary credit of any account of the Customer or the Guarantors, or deemed to be held on trust by the Customer for the Supplier. 18.4 The Supplier will have the right to proceed against the Guarantors under the Guaranteed Agreement or in respect Guarantee and Indemnity, irrespective of default of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail Customer to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably pay and unconditionally undertakes with or without notice to the Beneficiary thatCustomer, 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 primary liability for any money owing was the Guarantors’ own. Further, the Suppliers will have the r ight to proceed against the Guarantors notwithstanding any other rights it may have in relation to the recovery of the amounts hereby guaranteed. 18.5 The Guarantors charge in favour of the Supplier all of their estate and interest in any real property that the Guarantors own at present and in the future with the amount of their indebtedness hereunder until discharged, such indebtedness to include all amounts referred to in Clauses 3 and 4. 18.6 The Guarantors charge in favour of the Supplier all of their estate and interest in any personal property that the Guarantors own at present and in the future with the amount of their indebtedness hereunder until discharged, such indebtedness to include all amounts referred to in Clauses 3 and 4. 18.7 For the avoidance of any doubt, the security interest(s) created by this instrument in favour of the Guarantor Supplier constitutes security interests pursuant to the Personal Property Securities Xxx 0000 and the Beneficiary; and 2.3.2 fully indemnify and keep Guarantors waive any right or entitlement to receive notice of 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 registration of any disbursements,security interest(s) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure created 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 instrument on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed AgreementPersonal Property Securities Register. 2.4 As a separate and independent obligation, the Guarantor 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 17.1 In consideration of the Buyer entering into this Agreement, the Seller Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that Buyer the Supplier duly due and punctually performs punctual performance, observance and discharge by the Seller of all the Seller Guaranteed Obligations if and when they become performable or due under this Agreement. In consideration of the Seller entering into this Agreement, the Buyer Guarantor guarantees to the Seller the due and punctual performance, observance and discharge by the Buyer of all the Buyer Guaranteed Obligations now if and when they become performable or hereafter duedue under this Agreement. 17.2 If the Seller defaults in the payment when due of any amount that is a Seller Guaranteed Obligation the Seller Guarantor shall, owing or incurred immediately on demand by the Supplier Buyer, pay that amount to the BeneficiaryBuyer in the manner prescribed by this Agreement as if it were the Seller. If the Buyer defaults in the payment when due of any amount that is a Buyer Guaranteed Obligation the 7153497 v5 |US-DOCS\117790358.20|| Buyer Guarantor shall, immediately on demand by the Seller, pay that amount to the Seller in the manner prescribed by this Agreement as if it were the Buyer. 2.2 17.3 The Seller Guarantor irrevocably as principal obligor and unconditionally undertakes upon as a separate and independent obligation and liability from its obligations and liabilities under clause 17.1 and clause 17.2, agrees to indemnify and keep indemnified the Buyer in full and on demand from and against all and any Losses by the Buyer arising out of, or in connection with, the Seller Guaranteed Obligations not being recoverable for any reason, or the Seller’s failure to pay perform or discharge any of the Seller Guaranteed Obligations. 17.4 The Buyer Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 17.1 and clause 17.2, agrees to indemnify and keep indemnified the Beneficiary Seller in full and on demand from and against all and any Losses by the Seller arising out of, or in connection with, the Buyer Guaranteed Obligations not being recoverable for any reason, or the Buyer’s failure to perform or discharge any of the Buyer Guaranteed Obligations. 17.5 The guarantees in this clause 17 are and shall at all times each be a continuing security and shall cover the ultimate balance of all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Seller to the Beneficiary under the Guaranteed Agreement or Buyer in respect of the Seller Guaranteed Obligations and the Buyer to the Seller in respect of the Buyer Guaranteed Obligations, irrespective of any intermediate payment or discharge in full or in part of the Seller Guaranteed Obligations or the Buyer Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any 17.6 The liability 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 Seller Guarantor and the BeneficiaryBuyer Guarantor under the guarantee in this clause 17 shall not be reduced, discharged or otherwise adversely affected by: a. any act, omission, matter or thing which would have discharged or affected the liability of the Seller Guarantor or the Buyer Guarantor had it been a principal obligor instead of a guarantor or indemnifier; andor 2.3.2 fully indemnify b. anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Seller Guarantor or the Buyer Guarantor or otherwise reduce or extinguish either of their liability under the guarantee in this clause 17. 17.7 The Seller Guarantor waives any right it may have to require the Buyer (or any trustee or agent on its behalf) and keep the Beneficiary fully indemnified Buyer Guarantor waives any right it may have to require the Seller (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 Seller Guarantor (in the case of the Buyer) or the Buyer Guarantor (in the case of the Seller) under this clause 17. 17.8 The Seller Guarantor shall, on a full indemnity basis, pay to the Buyer on demand against the amount of all losses, damages, costs and expenses (including legal and out-of-pocket expenses and any amounts in respect of VAT thereonwhich the Buyer, or a member of its VAT Group, is not able to recover by way of input credit, repayment or refund) incurred by the Buyer and including, without limitation, all court costs and all legal fees the Buyer Guarantor shall on a solicitor and own client full indemnity 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 pay 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, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified Seller on demand against the amount of all losses, damages, costs and expenses (including legal and out-of-pocket expenses and any amounts in respect of VAT thereonwhich the Seller, or a member of its VAT Group, is not able to recover by way of input credit, repayment or refund) incurred by the Seller in each case in connection with: 7153497 v5 |US-DOCS\117790358.20|| a. the preservation, or exercise and enforcement, of any rights under or in connection with the guarantee in this clause 17 or any attempt so to do; and b. any discharge or release of this guarantee. 17.9 Until all amounts which may be or become payable by the Seller under or in connection with this Agreement have been irrevocably paid in full, and includingunless the Buyer otherwise directs in writing, without limitation, all legal costs and expenses), the Seller Guarantor shall not exercise any security or other rights it may have by reason of whatever natureperforming its obligations under this clause 17, whether arising under statutesuch rights arise by way of set-off, contract counterclaim, subrogation, indemnity or at common law, otherwise. 17.10 Until all amounts which such Beneficiary may suffer be or incur if any obligation guaranteed become payable by the Buyer under or in connection with this Agreement have been irrevocably paid in full, and unless the Seller otherwise directs in writing, the Buyer Guarantor is shall not exercise any security or becomes unenforceableother rights it may have by reason of performing its obligations under this clause 17, invalid whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability otherwise. 17.11 The guarantee in this clause 17 shall be no greater than in addition to and independent of all other security which the Supplier's liability would have been if Buyer may hold from time to time in respect of the obligation guaranteed had not become unenforceable, invalid discharge and performance of the Seller Guaranteed Obligations or illegalthe Seller may hold from time to time in respect of the discharge and performance of the Buyer Guaranteed Obligations.

GUARANTEE AND INDEMNITY. 2.1 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.Guarantor may for any reason be unenforceable either in whole or in part; 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now (3) On any default or at any time hereafter shall have become payable failure by the Supplier Tenant to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 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:covenants terms and conditions of this Lease; 2.3.1 fully, punctually (4) The liability of the Guarantor under this guarantee and specifically perform such Guaranteed Obligations as if it were itself a direct 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 BeneficiaryGuarantor 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 the liquidator or trustee in bankruptcy disclaiming this Lease, or if the Tenant should be dissolved, the Guarantor will accept from the Landlord a 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 Landlord's covenants respectively and the same provisos and the conditions in all respects (including the proviso for re-entry) as are in this Lease contained together with such other covenants provisos and conditions as the Landlord may reasonably require and on the execution by the Landlord of the further lease the Guarantor will pay all costs of the further lease (including all costs of an incidental to the preparation execution and stamping of the lease and all stamp duty and registration fees) and will immediately execute and deliver to the Landlord the lease in triplicate; (11) In the event of a further lease of the Premises being granted by the Landlord to the 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 Lease then this guarantee and indemnity will be deemed to extend to the further lease or the extension of the Term as the case may be and will read and construed as 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 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 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 deemed to have been served on the Guarantor on the day following the date of posting; (13) 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; (14) Where there is more than one person or corporation which together constitute the Guarantor to this Lease, the obligations and liabilities of each of those persons or corporation are joint and several; (15) This guarantee takes effect immediately upon its execution and continues to be of full effect whether or not the Lease is subsequently registered. References to "this Lease" include any equitable lease agreement for lease or periodic tenancy arising upon execution or acceptance by the Tenant of the instrument to which this guarantee is annexed; and 2.3.2 fully indemnify (16) In the event of the Landlord transferring the Land or otherwise assigning the Landlord's rights and keep obligations as Landlord under this Lease the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses Landlord's rights under this guarantee (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with whether or not there is any disbursements,express assignment of the rights) 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 will be deemed to perform the Guaranteed Obligations save that, subject be assigned to the owner from time to time of the Land or other provisions assignee 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 AgreementLandlord's rights and obligations. 2.4 As a separate and independent obligation, the Guarantor 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, 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 Guarantor: 2.3.1 expense: ● 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 2.3.2 fully and ● as a separate obligation and liability, indemnify and keep the Beneficiary fully indemnified on demand 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 obligation and independent obligationliability 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. 2.1 The Guarantor With effect from the Effective Date, each of the Guarantors hereby (as principal obligor and not merely as surety) jointly and severally, irrevocably and unconditionally guarantees and undertakes to on the Beneficiary to procure that basis of a severable and discrete obligation enforceable against each of the Supplier duly Guarantors whether or not any and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred are enforceable against the Issuer: 2.1.1 guarantees to the Noteholder Trustee the due and punctual performance 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 the Guaranteed Agreement or in respect Issuer of the Guaranteed Obligations.; 2.3 If at 2.1.2 undertakes to the Noteholder Trustee that whenever the Issuer does not pay any time the Supplier shall fail to amount or perform any of obligation, as the case may be, when due and payable under or in connection with the Guaranteed Obligations, the Guarantorthat Guarantor shall immediately on demand pay that amount or perform that obligation, as primary obligorthe case may be, 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 that Guarantor was the principal obligor; 2.1.3 indemnifies the Noteholder Trustee and 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified holds it harmless on demand against all lossesany loss, 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 liability or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure cost suffered 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, the Guarantor 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 Noteholder Trustee if any obligation guaranteed by the Guarantor Guarantors is cancelled or suspended entirely, partially or conditionally, including but not limited to: 2.1.3.1 any damages suffered by the Noteholder Trustee contemplated in section 136(3) of the Companies Act; and/or 2.1.3.2 any claim which the Noteholder Trustee has or may have against the Guarantors for restitution, arising as a result of the exercise by any business rescue practitioner of the powers granted to it in accordance with section 136(2) of the Companies Act. The amount of that loss, liability or cost shall be equal to the amount which the Trsutee would otherwise have been entitled to recover; and 2.1.4 agrees with the Noteholder Trustee that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal illegal, it will, as if an independent and primary obligation, indemnify the obligation guaranteed had Noteholder Trustee immediately on demand against any cost, loss or liability it incurs as a result of the Issuer not become unenforceablepaying any amount or performing any obligation, invalid as the case may be, which would, but for such unenforceability, invalidity or illegal provided that illegality, have been payable by or due for performance by, as the Guarantor's liability shall be no greater than case may be, it under the Supplier's liability Guaranteed Obligations on the date when it would have been due for payment or performance, as the case may be. The amount payable by the Guarantors under this indemnity will not exceed the amount they would have had to pay under this Agreement 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 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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, the Guarantor 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 9.1 Each Guarantor acknowledges that we enters into this Agreement and any Operating Rental Agreement at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. 9.2 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 Renter’s obligations under this Agreement and under each and every Operating Rental Agreement (collectively, the “Guaranteed Obligations now or hereafter due, owing or incurred Agreements”). Each Guarantor must immediately upon demand pay us any amount not paid when due by the Supplier to the BeneficiaryRenter under any Guaranteed Agreement. 2.2 The 9.3 Each Guarantor unconditionally and 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand indemnifies us against all losses, damages, costs costs, charges, liabilities and expenses which we may at any time suffer or incur because: (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with a) any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising the Renter’s obligations expressed in any way whatsoever out one of the Guaranteed Agreements is void, voidable or wholly or partially unenforceable; (b) We have to disgorge any money paid to us on the Renter’s account under any of the Guaranteed Agreements; or (c) the Renter fails to perform any obligation under any one of the Guaranteed Agreements. 9.4 The indemnity in clause 9.3 is a failure continuing obligation, separate and independent from each Guarantor’s other obligations under any Guaranteed Agreement. It continues after those other obligations end. 9.5 Each Guarantor must pay moneys owing under any of the Guaranteed Agreements 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 Renter. 9.6 The obligations and liabilities of each Guarantor and our rights under each of the Guaranteed Agreements continue and are not affected by: (a) Our granting any time or indulgence to the Renter or another person; (b) Our compounding or compromising with or wholly or partially releasing the Renter or another person; (c) laches, acquiescence, delay, acts, omissions or mistakes by us; (d) We taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for the Renter’s obligations under any of the Guaranteed Agreements or any such security being or becoming void, voidable or unenforceable; (e) any person who is intended to assume liability as a Guarantor under any of the Guaranteed Agreements not doing so effectively, failing to execute this Agreement or being discharged; (f) any novation, assignment, termination or variation of any of the Guaranteed Agreements; (g) the Renter’s death, mental illness or bankruptcy or the death, mental illness or bankruptcy of any Guarantor; (h) if the Renter or any Guarantor is a corporation and is Insolvent or deregistered; (i) an Offer being made and Operating Rental Agreement being constituted without reference to or consent by the Supplier to perform 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 Obligations save thattrust named in the Schedule. (b) If any Guarantor has entered into this Agreement as trustee of the trust, 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 must exercise its right of indemnity against trust assets to be imposed on the Supplier enable payment of money due under the Guaranteed Agreement. 2.4 As this Agreement and as a separate and independent obligationright, the Guarantor irrevocably authorises us to have recourse to and unconditionally undertakes satisfy any liability of the Guarantor under this Agreement directly out of the trust assets. 9.8 Each Guarantor acknowledges we may claim against the Guarantor under the Guaranteed Agreements before we enforce any of its rights: (a) against the Renter or any other person; or (b) under another document such as a guarantee and indemnity, mortgage, charge or other security. 9.9 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 any Guarantor in respect of an amount payable under this guarantee and keep indemnity. (c) 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. 9.10 So long as an amount payable under this Agreement 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 any Guaranteed Agreement; (b) claim an amount from the Renter or another Guarantor under a right of whatever nature, whether arising under statute, contract indemnity; or (c) claim an amount in the Renter’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 In consideration of the Lessor, inter alia, entering, and agreeing to enter, into the Head Lease and the other Lease Documents to which it is or is to be a party, the Guarantor: 2. 1.1 as primary obligor and not as surety only, hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that Lessor the Supplier duly due and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred punctual observance and performance by the Supplier to the Beneficiary. 2.2 The Guarantor irrevocably Lessee and/or any other Primary Obligor of each 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 the Guaranteed Agreement or in respect every one of the Guaranteed Obligations; 2. 2.3 If at 1.2 hereby unconditionally and irrevocably covenants with and undertakes with the Lessor that in the event of a default by the Lessee and/or any time other Primary Obligor in the Supplier shall fail to perform observance or performance for whatever reason of any of the Guaranteed Obligations, as and when the Guarantorsame shall be expressed to be due to be observed or performed, the Guarantor shall forthwith on demand by the Lessor perform such Guaranteed Obligation or cause such Guaranteed Obligation to be performed, punctually as primary obligor, if such Guaranteed Obligation were performed by the Lessee and/or any other Primary Obligor; and 2. 1.3 hereby irrevocably and unconditionally undertakes undertakes, covenants and agrees with the Lessor as a primary obligation to indemnify the Lessor and keep the Lessor indemnified on demand and on a full indemnity basis for and against any and all Liabilities incurred or sustained by the Lessor in relation to and arising out of the failure of the Lessee and/or any other Primary Obligor duly and punctually to perform the Guaranteed Obligations. 2.2 As a separate and alternative stipulation in addition to its liabilities in Clause 2.1, the Guarantor hereby unconditionally and irrevocably agrees with the Lessor that any of the Guaranteed Obligations which is expressed to be performed by the Lessee and/or any other Primary Obligor but which may not be recoverable from the Guarantor on the footing of a guarantee (whether by reason of the dissolution of the Lessee and/or any other Primary Obligor or any reconstruction or amalgamation in which or as a consequence of which the Lessee and/or any other Primary Obligor loses its respective separate corporate identity or any other fact or circumstance whatsoever and whether or not known or becoming known to the Beneficiary that, upon first demand by Lessor) shall nevertheless be recoverable from the Beneficiary it shall, at the cost and expense of the Guarantor: 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations Guarantor as if it were itself a direct the principal debtor. 2.3 In addition to its liabilities under Clauses 2.1 and primary obligor 2.2 above the Guarantor shall pay or cause to be paid to the Beneficiary Lessor on demand interest at the Default Rate (both before and after judgment) accruing on a day to day basis, and on the basis of a 365 day year (or a 360 day year when the amount in respect of which Default Interest is payable under this Clause 2.3 is denominated in a currency where it is customary for banks or financial institutions to calculate interest on such a basis), on each amount (or any part thereof) for the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; 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 time being due to the other provisions Lessor under this Guarantee and Indemnity and unpaid from the date of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities demand on the Guarantor than are purported to be imposed for payment until payment is made (but excluding the day on which value for any payment made is received by the Supplier under the Guaranteed AgreementLessor). 2.4 As the Guarantor hereby agrees that for the purposes of this Guarantee and Indemnity, service by the Lessor on the Lessee of a separate Termination Notice shall constitute a valid and independent obligationeffective service of such notice and the Lessee shall be conclusively deemed to have become liable to make the payments expressed in Clause 21.5 of the Head Lease to be payable by the Lessee to the Lessor upon service of such notice, notwithstanding that, as between the Lessee and the Lessor, the Guarantor irrevocably Lessor is, by virtue of any laws of England and unconditionally undertakes Wales or any other applicable jurisdiction, relating to indemnify bankruptcy, insolvency or administration or any similar laws, prohibited from serving such notice, repossessing the Vessel or commencing or continuing any proceedings or other legal process in England and keep Wales or such other jurisdiction against 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 Lessee would 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 illegaleffective according to its terms.

GUARANTEE AND INDEMNITY. 2.1 The In consideration of Thames entering into the Agreements, the Guarantor irrevocably and unconditionally unconditionally:- (A) guarantees to Thames the proper and undertakes to the Beneficiary to procure that the Supplier duly punctual performance by XYZ Water of each and punctually performs all of the Guaranteed Obligations now or hereafter obligations, warranties, duties and undertakings of XYZ Water under and pursuant to the Agreements when and if such obligations, duties and undertakings shall become due according to the terms of the Agreements; (B) guarantees to Thames the proper and punctual performance by XYZ Water of the due payment and discharge of all sums of money and liabilities due, owing or incurred or payable and unpaid by the Supplier XYZ Water to Thames pursuant to the Beneficiary. 2.2 The Guarantor irrevocably Agreements or as a result of any breach thereof (including without limitation all expenses (including legal fees and unconditionally undertakes upon demand taxes) incurred by Thames in connection with Thames seeking 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 the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform enforce 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 Beneficiaryabove); 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 C) agrees with Thames as 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 primary obligation, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand Thames from and against all lossesand any losses incurred by Thames arising from any failure by XYZ Water to carry out, damagesperform or meet any of the Obligations as a result of any of the Obligations being or becoming void, costs and voidable, unenforceable or ineffective as against XYZ Water for any reason whatsoever, whether or not known to Thames or any other person, save that the liability of the Guarantor under this Clause 2.1(C) shall not exceed the amount of any such loses, which Thames would otherwise have been able to recover from XYZ Water under the Obligations but for any such failure or other reason mentioned in this Clause 2.1(C) on the assumption that the Agreements are not void, voidable, unenforceable or ineffective, in each case, including without limitation all expenses (including VAT thereon, legal fees and including, without limitation, all legal costs and expensestaxes) incurred by Thames as the case may be in connection with Thames seeking to enforce any of the above. 2.2 Except in relation to the matters set out in Clause 4.1(E), 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 shall be entitled in any action or becomes unenforceableproceedings by Thames to raise any equivalent rights in defence of liability (including any set-off, invalid abatement or illegal counterclaim) or (notwithstanding clause 4.1(E)) any defence of statutory limitation as if XYZ Water would have against Thames under the obligation guaranteed had not become unenforceableAgreements, invalid or illegal provided as applicable so that except in relation to any costs incurred in enforcing this Guarantee, the Guarantor's liability of the Guarantor shall be no greater and of no longer duration than the Supplier's liability which it would have had if it had been if jointly and severally liable with XYZ Water to Thames as a party to the Agreements. 2.3 For the avoidance of doubt, the Guarantor shall not under any circumstances whatsoever be liable under this Guarantee for the performance by XYZ Water of any of its obligations, warranties, duties and undertakings or the payment and discharge of any sums of money or liabilities owing or incurred or payable and unpaid by XYZ Water pursuant to the Agreements or any deemed capacity of XYZ Water in relation thereto, other than as provided in Clause 2.1. 2.4 The Guarantor agrees that for the purpose of determining whether any right, liability or obligation guaranteed had not become unenforceableof XYZ Water falls to be determined in accordance with the Agreements, invalid or illegalthe Guarantor shall, in the event of a dispute in regard thereto, be bound by any decision reached in accordance with the Dispute Resolution Procedure referred to in the Agreements in respect of that dispute.

GUARANTEE AND INDEMNITY. 2.1 (a) By signing this Agreement, the Guarantor acknowledges that: (i) it could become liable to pay Lessor on demand; (ii) Lessor enters into this Agreement in reliance on the Guarantee and Indemnity; (iii) it is responsible for making itself aware of Xxxxxx’s financial position and any other person who guarantees Lessee’s obligations under this Agreement; and (iv) the Guarantee and Indemnity will apply to any Lease that Lessee and Lessor enter into under this Agreement even if the Guarantor is not made aware of or does not sign any Master Lease Schedule. (b) The Guarantor unconditionally and irrevocably guarantees that Lessee will: (i) pay Lessor when due all amounts which are or may become payable by Lessee to Lessor; and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier (ii) duly and punctually performs perform all of Lessee’s other obligations, under this Agreement and any Lease. This guarantee continues until all amounts and obligations have been paid and performed in full. If Xxxxxx asks, the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the BeneficiaryGuarantor must pay Lessor any amount which Xxxxxx does not pay Lessor. 2.2 (c) The Guarantor irrevocably indemnifies Lessor against, and unconditionally undertakes upon demand must pay Lessor for, any liability, loss, costs and taxes Lessor suffers or pays: (i) in connection with Lessor’s exercise or attempted exercise of any right or remedy under the Guarantee and Indemnity; (ii) if Lessee does not, are not obliged to or are unable to, pay Lessor or perform any obligation, under this Agreement and any Lease; (iii) if the Guarantor is not obliged to pay Lessor any amount; or (iv) if Lessor is obliged or Xxxxxx agrees to pay an amount to a trustee in bankruptcy or liquidator in connection with a Guarantor’s payment. This indemnity is a continuing obligation, separate and independent from the Beneficiary all monies Guarantor's other obligations under this Agreement. It continues after those obligations end. It is not necessary for Lessor to incur expense or make payment before Lessor enforces a right of indemnity. (d) Xxxxxx’s rights and liabilities the Guarantor's obligations under the Guarantee and Indemnity are not affected by any act or omission by Lessor or anything else that might otherwise affect them under law. The Guarantee and Indemnity does not merge with or adversely affect any: (i) other guarantee, Security, right or remedy to which are now or Lessor is entitled at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement time; or (ii) judgment or order which Lessor obtains in respect of an amount payable under the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform Guarantee and Indemnity, and Lessor can exercise its rights under 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, above 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 its discretion. Lessor may claim against the Guarantor and the Beneficiary; 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 Guarantee and Indemnity before Lessor enforces any of its rights: against Lessee or any another person. As a separate and independent obligationlong as any amount payable under this Agreement or any Lease remains unpaid, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and includingmay not, without limitationLessor’s consent: (iii) reduce its liability under the Guarantee and Indemnity by claiming that it, all Lessee or any person has a right of set-off or counterclaim against Lessor; (iv) exercise any legal costs right to claim to be entitled to the benefit of another guarantee or security given in connection with any amount payable under this Agreement or the Guarantee and expenses), Indemnity; (v) claim an amount from Lessee or another Guarantor of whatever nature, whether arising Lessee’s obligations under statute, contract a right of indemnity; or at common law, which such Beneficiary may suffer (vi) claim an amount in the insolvency of Lessee or incur if any obligation guaranteed by the another 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 illegalrelating to Lessee’s obligations under this Agreement.

GUARANTEE AND INDEMNITY. 2.1 Guarantee The Guarantor guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly customer will pay us all amounts payable under this agreement when they are due. This guarantee continues until all these amounts have been paid in full or the guarantor ends it as permitted below. If we ask, the guarantor must pay us any amount which the customer does not pay us when it is due under this agreement. We need not ask the customer first to pay us. Indemnity The guarantor unconditionally and punctually performs irrevocably indemnifies us against, and the guarantor must therefore pay us for, loss or costs we suffer if: (a) the customer does not, is not obliged to, or is unable to, pay us in accordance with this agreement; or (b) the customer does not comply on time with all of its obligations under this agreement; or (c) the Guaranteed Obligations now guarantor is not obliged to pay us an amount under “Guarantee” above; or (d) we are obliged, or hereafter duewe agree, owing to pay an amount to a trustee in bankruptcy or incurred liquidator (or bankrupt person or insolvent company) in connection with a payment by the Supplier guarantor or the customer. (For example, we may have to, or may agree to, pay interest on the amount.) (a) our reasonable costs in arranging, administering (including enforcing or taking any other action in connection with our rights) and terminating this guarantee and indemnity; and (b) all stamp and other duties, fees, taxes and charges payable in connection with this guarantee and indemnity and any transaction (such as a payment or receipt) under it, and any interest, penalties, fines and expenses in connection with them. The guarantor must pay us those amounts when we ask. We can also debit any of those amounts to any account the Beneficiary. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand guarantor has with us even if we do not expressly ask the guarantor to pay to us. The guarantor must pay for anything which the Beneficiary all monies guarantor must do under this agreement. The guarantor may end this guarantee and liabilities which are now or indemnity The guarantor may end their liability under this guarantee and indemnity at any time hereafter shall have become if the guarantor pays us the outstanding liability (which includes any amount which we determine to be a future or contingent liability) of the customer at that time under this agreement (whether or not we are able to enforce payment by the customer) and all amounts payable by the Supplier guarantor under “Indemnity” above at that time. Reinstatement of rights (a) we are immediately entitled, as against you, to the Beneficiary under the Guaranteed Agreement or rights in respect of the Guaranteed Obligations. 2.3 If all amounts that 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 are payable or may become due for payment or remain unpaid by the Beneficiary it shall, at customer to us in connection with this agreement to which we are entitled immediately before 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 Beneficiarytransaction; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified (b) on demand against all lossesrequest from us, damages, costs and expenses you agree to do anything (including VAT thereonsigning any document) to restore to us any security interest we held from you immediately before the transaction. (a) reduce the guarantor’s liability under this guarantee and indemnity by claiming that the guarantor or the customer or any other person has a right of set-off or counterclaim against us (except to the extent the guarantor has a right of set-off granted by law which we cannot exclude by agreement). If the guarantor believes that we owe any person an amount relevant to this clause (for example, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together if the guarantor believes that we have not complied with any disbursements,our obligations under this agreement) of whatever nature which the guarantor may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out raise that claim with us separately; or (b) claim the benefit of a failure by the Supplier security interest given to perform the Guaranteed Obligations save that, subject to the other provisions of us in connection with an amount payable under 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, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses agreement (including VAT thereon, this guarantee and including, without limitation, all legal costs and expensesindemnity), ; or (c) claim an amount from another guarantor of whatever nature, whether arising the customer’s obligations under statute, contract any right to recover any money the guarantor has paid or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by is required to pay us; or (d) claim an amount in the Guarantor is or becomes unenforceable, invalid or illegal insolvency of another guarantor of the customer’s obligations under this agreement (including a person who has signed this agreement 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 illegala guarantor).

GUARANTEE AND INDEMNITY. 2.1 The 2.1. Subject to Section 2.3 below, the Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly due and punctually performs all full payment and discharge of the Guaranteed Secured Obligations now in accordance with the terms and conditions set out in this Agreement. 2.2. Subject to Section 2.3 below, the Guarantor shall indemnify and hold harmless the Beneficiary for any losses, liabilities or hereafter due, owing or incurred damages (including legal fees) suffered by the Supplier Beneficiary arising under the Transaction Documents, including but not limited to those due to: (a) any non-performance, breach or default (including but not limited to any Seller Party Event of Default) of the Seller under the Transaction Documents, (b) the Transaction Documents becoming void, voidable, ultra xxxxx, illegal, invalid, ineffective or otherwise unenforceable by the Beneficiary; or (c) the Transaction Documents being released or discharged by operation of law, except insofar as they have been caused by the Beneficiary’s gross negligence (faute lourde) or wilful misconduct (faute intentionnelle). 2.2 2.3. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to recourse of the Beneficiary all monies against the Guarantor pursuant to this Agreement and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Secured Obligations. 2.3 If at any , shall be strictly limited to (A) the security interest granted by the Guarantor in respect of its Project Investments, as such Project Investments may vary from time to time, and (B) the Supplier shall fail to perform any Beneficiary enforcing its rights under (i) the receivables pledge agreement provided by the Guarantor in favour of the Guaranteed ObligationsBeneficiary dated on or around the date hereof, (ii) the account pledge agreement provided by the Guarantor in favour of the Beneficiary, (ii) the charge over account agreement provided by the Guarantor in favour of the Beneficiary. For greater certainty, 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 will have a direct and primary obligor to the Beneficiary claim only in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by Project Investments of the Guarantor and the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losseswill not have any claim, damagesby operation of law or otherwise, costs and expenses (including VAT thereonagainst, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with or recourse to 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, the Guarantor 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 ’s assets (other than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid its Project Investments) or illegalits contributed share capital.

GUARANTEE AND INDEMNITY. 2.1 8.4. The Guarantor irrevocably Customer will be entitled to sell the goods in the ordinary course of its business, but until full payment for the goods has been made to MPCS, the Customer will sell as agent and unconditionally guarantees bailee for MPCS 12.1. The Guarantor/s agree to guarantee and undertakes indemnify MPCS and the proceeds of sale of the goods will be held by the Customer against all losses,damages or expenses that the MPCS may suffer as on trust for MPCS absolutely. a result, either directly or indirectly, of any failure by the Customer 8.5. The Customer ’s indebtedness to MPCS, whether in full or in to make due payment of any money owing to MPCS whether for part, will not be discharged unless and until the funds held on trust goods sold or otherwise or to observe the terms of any agreement are remitted to MPCS. between the Customer and MPCS, including costs on an indemnity 8.6. The Customer agrees that whilst property and title in the goods basis of any attempt or attempts to recover from the Customer or remains with MPCS, MPCS has the right, with prior notice to the Beneficiary any Guarantor and whether successful or not or whether frustrated Customer, to procure that enter upon any premises occupied by the Supplier duly Customer by the Customer or Guarantor or by operation of law and punctually performs all including (or any receiver, receiver and manager, administrator, liquidator or costs ordered by a court to be paid by MPCS to the Customer or trustee in bankruptcy of the Guaranteed Obligations now Customer ) to inspect the goods of to any Guarantor including the costs of lodging and withdrawing MPCS and to repossess the goods which may be in the Customer ’s caveats and/or obtaining injunctions and enforcing any security over possession, custody or hereafter due, owing or incurred by the Supplier control when payment is overdue. real and personal property given to the Beneficiary.Supplier 2.2 8.7. The Guarantor irrevocably Customer will be responsible for the MPCS’s reasonable 12.2. This guarantee and unconditionally undertakes upon demand indemnity will be a continuing guarantee costs and expenses in exercising its rights under this clause. Where and indemnity and will not be considered as wholly or partially sa- MPCS exercises any power to pay to enter the Beneficiary all monies and liabilities premises, that entry will tisfied or discharged by any money which are now or may at any time hereafter shall have become payable or times not give rise to any action of trespass or similar action on the part in the future be received or applied by the Supplier MPCS to the Beneficiary under the Guaranteed Agreement or in respect credit of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed ObligationsCustomer against MPCS, the Guarantorits employees, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense servants or agents. account of the Guarantor:Customer or Guarantors, or deemed to be held on trust by Customer for MPCS, and will be available as a Guarantee 2.3.1 fully, punctually 8.8. The Customer agrees that where the goods have been retaken and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to Indemnity for the Beneficiary in respect whole of the Guaranteed Obligations sums referred to in clauses 11.3 into the possession of MPCS, MPCS has the absolute right to sell or and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; 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 11.4 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 Agreementguarantee and indemnity. 2.4 As a separate and independent obligation, the Guarantor 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 ObligationsObligations 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 2.3.2 fully as a separate and independent obligation and liability, 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 obligationobligation 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 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 BeneficiaryBuyer 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 further agrees to discharge that liability on demand from time to time. 2.2 The Guarantor irrevocably 36.2 This Guarantee shall be a continuing security until the performance 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 the Guaranteed Agreement or discharge in respect full of the Guaranteed Obligations. 2.3 If at 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 GuarantorGuarantor had it been a principal debtor instead of a guarantor. 36.4 The obligations 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: 2.3.1 fully(a) to take action or obtain judgment in any court against the Seller and any other person; (b) to make or file any claim in a bankruptcy, punctually liquidation, administration or insolvency of the Seller and specifically perform such Guaranteed Obligations as if it were itself a direct any other person; or (c) to make demand, enforce or seek to enforce any claim, right or remedy against the Seller and primary obligor any other person. 36.6 This Guarantee shall be in addition to any other security, guarantee, assurance against loss or indemnity held by the Beneficiary 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 respect 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 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 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 Agreement. 2.4 As a separate and independent obligationdeduction. If any such deduction is so required, the Guarantor irrevocably and unconditionally undertakes shall simultaneously pay 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 Buyer such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor amount as is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided necessary to 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 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.Lender and whether or not that reason is: 2.2 The (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 the Guaranteed Agreement or Lender in respect of the Guaranteed Obligations. 2.3 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: 2.3.1 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all lossesevent of any proceeding in, damagesor analogous to, costs and expenses (including VAT thereondissolution, and includingamalgamation, without limitationchange in status, all court costs and all legal fees on a solicitor and own client basisconstitution or control, 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 Agreementrelevant Party. 2.4 As a separate and independent obligation, the Guarantor 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 This deed is made on the day and year hereinafter stated a) The Guarantor irrevocably guarantor hereby guarantees the due and unconditionally guarantees punctual payment by the customer to Perpetual Dynamics Pty Ltd of all moneys which the customer may now or in the future be liable to pay to Perpetual Dynamics Pty Ltd in connection with the provision of goods and undertakes services by Perpetual Dynamics Pty Ltd to the Beneficiary customer and the performance by the customer of the customer’s obligations under the conditions of this agreement headed credit trading terms and hereby indemnifies Perpetual Dynamics Pty Ltd against all loss including unpaid moneys and damage suffered or incurred by Perpetual Dynamics Pty Ltd by reason of the customer failing to procure pay Perpetual Dynamics Pty Ltd moneys or to perform in accordance with the conditions of this agreement headed terms and conditions of trading. b) If there is more than one guarantor, “guarantor” means both of them collectively and each of them individually and the guarantors covenants are joint and several. c) This deed is a continuing and irrevocable guarantee and indemnity until the guarantor is expressly released from the guarantor’s obligations by Perpetual Dynamics Pty Ltd. d) The guarantor’s obligations under this deed are unconditional and not affected by the following: i) Any change in the legal capacity, rights or obligations of the guarantor or customer. ii) The fact that Perpetual Dynamics Pty Ltd releases varies or fails to deal with any guarantee or indemnity or grants any concession to any co-guarantor or customer. iii) The death, mental or physical disability or insolvency of a co-guarantor or the Supplier duly customer. e) The obligations of the guarantor under this deed are principal obligations and punctually performs Perpetual Dynamics Pty Ltd is not required to take action or make a demand of the customer prior to enforcing the obligations of the guarantor pursuant to this guarantee. f) The guarantor as beneficial owner hereby charges all of the Guaranteed Obligations now guarantor’s land (including land acquired in the future) in favour of Perpetual Dynamics Pty Ltd by way of security for the payment of the moneys hereby guaranteed and authorises Perpetual Dynamics Pty Ltd to register a caveat over the guarantor’s land. g) Perpetual Dynamics Pty Ltd may at any time, without notice, refuse or hereafter duelimit further credit or suspend or terminate the supply of goods or services, owing or incurred the granting of any rights, by the Supplier Perpetual Dynamics Pty Ltd to the Beneficiarycustomer, or may grant time or any other indulgence to the customer without discharging the guarantor from liability under this guarantee. 2.2 h) Perpetual Dynamics Pty Ltd has collected and may in the future further collect corporate and personal information about the customer and/or its guarantors/directors/officers/partners to assess the customer’s credit application and provide the customer with the credit account and to assess any future applications for the provision of goods and/or services. Perpetual Dynamics Pty Ltd may also use the corporate or personal information collected to carry out marketing activities, research, and product development. The Guarantor irrevocably corporate and/or personal information collected may also be disclosed to organisations to which Perpetual Dynamics Pty Ltd outsources certain functions such as information technology providers, specialist advisers, accountants, and unconditionally undertakes upon demand solicitors. From time to pay time Perpetual Dynamics Pty Ltd may also need to disclose the corporate and/or personal information collected to mortgage insurers, general insurers, valuers, debt collection agencies and government authorities. Pursuant to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier privacy act (1988) (cth) Perpetual Dynamics Pty Ltd will upon request make available to the Beneficiary under customer and/or its guarantors/directors/officers/partners details of the Guaranteed Agreement or information it has collected in respect of that particular requesting party and details about the Guaranteed Obligationsparties to whom that information has or may be supplied. 2.3 If at any time i) The guarantor shall pay all Perpetual Dynamics Pty Ltd costs, fees and expenses associated with this deed and the Supplier shall fail enforcement of this deed and all stamp duty payable on this deed. j) The guarantor has, prior to perform any signing or execution of this deed obtained independent legal advice and/or had the Guaranteed Obligations, the Guarantor, opportunity to obtain independent legal advice 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 guarantor’s obligations and the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all lossestrue meaning, damages, costs and expenses (including VAT thereonnature, 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 effect 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 Agreementdocument. 2.4 As a separate and independent obligation, the Guarantor 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 18.1 The Guarantors agree to guarantee and indemnify Stellar against all losses damages or expenses that Stellar may suffer as a result, either directly or indirectly, of any failure by the Client to make due payment of any money owing to Stellar whether for goods sold, services provided or otherwise or to observe the terms of any agreement between the Client and Stellar, including costs on an indemnity basis of any attempt or attempts to recover from the Client or any Guarantor irrevocably and unconditionally guarantees whether successful or not or whether frustrated by the Client or Guarantor or by operation of law and undertakes including costs ordered by a court to be paid by Stellar to the Beneficiary Client or to procure any Guarantor including the costs of lodging and withdrawing caveats and/or obtaining injunctions and enforcing any security over real and personal property given to Stellar. 18.2 This guarantee and indemnity will be a continuing guarantee and indemnity and will not be considered as wholly or partially satisfied or discharged by any money which may at any time or times in the future be received or applied by Stellar to the credit of any account of the Client or the Guarantors, or deemed to be held on trust by the Client for Stellar, and will be available as a Guarantee and Indemnity for the whole of any sums that are owed by the Supplier duly Client to Stellar pursuant to this Agreement. 18.3 Where two or more persons execute this guarantee and punctually performs indemnity, the guarantees, covenants and obligations in this guarantee and indemnity given or undertaken by the Guarantors will be deemed to bind the Guarantors jointly and each of the Guarantors severally and Stellar will be entitled to seek payment in full from any one or more of the Guarantors without seeking payment from the other Guarantors. 18.4 Stellar will have the right to enforce this guarantee and indemnity, irrespective of whether Xxxxxxx has sought to recover the amounts guaranteed from the Client and with or without notice to the Client, as if the primary liability for any money owing was the Guarantors’ own. Further, Stellar may proceed against the Guarantors (or any one of them) notwithstanding any other rights it may have in relation to the recovery of the amounts hereby guaranteed. 18.5 This guarantee and indemnity will continue in force until such time as Stellar releases all of the Guaranteed Obligations now Guarantors in writing, and notwithstanding the fact that the Guarantors are no longer directors, shareholders or hereafter due, owing or incurred by owners of the Supplier to the BeneficiaryClient. 2.2 The Guarantor irrevocably 18.6 This guarantee and unconditionally undertakes upon demand indemnity are made without prejudice to pay to and will not be affected by nor will the Beneficiary all monies and liabilities which are now rights or at any time hereafter shall have become payable by remedies of Stellar against the Supplier to the Beneficiary under the Guaranteed Agreement Guarantors or in respect of the Guaranteed 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 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 Guarantors be in any way whatsoever out prejudiced or affected by: 18.7 any other security taken by Xxxxxxx from the Client or from any other person; 18.8 any waiver or indulgence, whether as to time or otherwise, given to the Client or to the Guarantors or any one or more of a failure the Guarantors; 18.9 by any other act, matter or thing which under the law relating to sureties would or might but for this provision release the Guarantors or any of the Guarantors from all or any part of the Guarantors obligations contained in this guarantee and indemnity; or 18.10 any person named in this guarantee and indemnity as Guarantor failing to execute this guarantee and indemnity or failing or ceasing to be bound by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions terms 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 Agreementguarantee and indemnity. 2.4 As a separate and independent obligation, the Guarantor 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 and 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, the Guarantor 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 15.1 The Guarantor natural persons who execute this Agreement as Directors, Partners or Proprietors of the Client (“Guarantor”) in consideration of the Company extending credit to the Client and agreeing to enter into this Agreement with the Client, do hereby jointly and severally, irrevocably and unconditionally guarantees guarantee the performance of the Client‘s obligations pursuant to this Agreement and undertakes provide the indemnity below. 15.2 In consideration of the matters in 15.1 above, each Guarantor jointly and severally: (a) indemnifies and agrees to keep indemnified the Company against any loss, damage, action, demand, expense, claim or obligation which the Company has or may suffer or incur by reason of, or in any way consequent upon, arising out of or incidental to the Beneficiary to procure non-payment of the monies owed or the non-observance or non-performance of the Client’s obligations under this Agreement (“Client’s Obligations”). The indemnity shall not be limited or affected in any way whatsoever by the fact that the Supplier duly monies owed could never be recovered against the Client or that the Client’s Obligations could not be enforced against the Client; and (b) agrees to pay all monies due, owing, or payable to the Company by the Client pursuant to the Agreement upon demand by the Company. 15.3 This Guarantee is unlimited in relation to its duration and punctually performs all the extent of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the BeneficiaryGuarantor’s liability. 2.2 The 15.4 Neither the Guarantor’s liability nor the Company’s rights under this Guarantee and indemnity or otherwise shall be prejudiced or discharged by any act or omission or the incapacity of any person or any event, circumstance or securities of any description which might otherwise have the effect (whether at law in equity or under statute) of prejudicing, affecting or discharging the liability of the Guarantor irrevocably hereunder either as a guarantor or principal debtor or as an indemnifier AND without limiting the generality of the foregoing, the Guarantor’s liability and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now Company’s rights hereunder shall not be prejudiced, affected or at discharged as a result of: (a) any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement loss, release or impairment of any securities held in respect of the Guaranteed monies owed or the Client’s Obligations through any act or omission of the Company or through any other cause whatsoever; (b) the granting of any time, credit or any indulgence or concession to or composition with or release or discharge by novation of the Client or the Guarantor or any other person whatsoever by the Company; (c) any variation whatsoever of the terms governing the monies owed or the Client’s Obligations.; 2.3 (d) any lawful assignment of this Guarantee or indemnity by the Company; or (e) any release, failure or agreement not to xxx, variation, exchange, renewal or modification made or any other dealing, act or omission whether constituting a waiver, election, estoppel or otherwise by the Company with respect to any person or with respect to any judgment, order for payment of moneys, specialty, instrument (negotiable or otherwise) or other security whatsoever held, recovered or enforceable by the Company or any obligation or liability whatsoever in respect of all or any of the monies owed or any or all of the Client’s Obligations, 15.5 Joint and Several If the Guarantor comprises of more than one person, the Company may at any time the Supplier shall fail and from time to perform time proceed against any or all 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 them in respect of the Guaranteed Obligations Guarantor’s obligations arising from this Guarantee as the Company may choose in its absolute discretion and liable as if the Guaranteed Agreement had been entered into directly by persons comprising the Guarantor are jointly and severally liable in relation to the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand same. The Company is not obliged to make any claim 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, the Guarantor 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 persons comprising 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 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. 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 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 this Rental Agreement; or (ii) the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 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:guarantee in Clause 15.2(a). 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 15.3 The Guarantor acknowledges — (a) that ORIX has entered into directly by the Guarantor and the Beneficiary; 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 Rental Agreement relying on the Guarantor than are purported fact that all information given to be imposed on the Supplier under the Guaranteed Agreement. 2.4 As a separate and independent obligationORIX, the Guarantor 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. 2.1 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. 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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: 2.3.1 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against Transferred Bonds, 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 AgreementTransferred Bonds. 2.4 As a separate and independent obligation, the Guarantor 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 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 Operator’s obligations under this Agreement. The Guarantor must immediately upon demand pay 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 BeneficiaryOperator under this Agreement that it fails or will fail to perform. 2.2 29.3 The Guarantor unconditionally and 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand 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, and including, without limitation, all court costs and all legal fees voidable or wholly or partially unenforceable • Greater Wellington has to repay any money paid to it 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 Operator’s account under this Agreement • the Operator fails to perform the Guaranteed Obligations save that, subject to the other provisions of an obligation on it under 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 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 the right to rely on a separate defence available to the Operator. 29.5 The obligations and independent obligation, liabilities of the Guarantor irrevocably and unconditionally undertakes the rights of Greater Wellington under this Agreement continue and are not affected by: • Greater Wellington granting time or indulgence to indemnify and keep the Beneficiary indemnified on demand against all lossesOperator or another person • Greater Wellington compounding or compromising with or wholly or partially releasing the Operator or another person • laches, damagesacquiescence, costs and expenses (including VAT thereondelay, and includingacts, without limitationomissions or mistakes by Greater Wellington • Greater Wellington taking, all legal costs and expenses)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 whatever naturethat kind being or becoming void, whether arising voidable or unenforceable • a person who is intended to assume liability as a guarantor under statutethis Agreement not doing so effectively or being discharged • a transfer or sale • a novation, contract assignment, termination or variation of this Agreement • the insolvency or deregistration of the Operator • anything else which might have a similar effect at common law, which such Beneficiary may suffer law or incur if in equity to any obligation guaranteed by the Guarantor is of those actions 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. 2.1 35.1 The Guarantor: (a) gives this guarantee and indemnity in consideration of the Territory agreeing to enter into this Agreement; and (b) acknowledges incurring obligations and giving rights under this guarantee and indemnity for valuable consideration received from the Territory. 35.2 The Guarantor unconditionally and irrevocably guarantees the due 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 the Guaranteed Agreement or in respect punctual performance of the Guaranteed Obligations. 2.3 35.3 If Vista Gold does not duly and punctually perform the Guaranteed Obligations in accordance with the terms of this Agreement then the Guarantor agrees to perform the Guaranteed Obligations on demand from the Territory (whether or not demand has been made on Vista Gold). A demand may be made at any time and from time to time. 35.4 As a separate undertaking, the Supplier shall fail Guarantor indemnifies the Territory against all liability or loss arising from, and any costs, charges or expenses incurred in connection with, the Guaranteed Obligations not being duly and punctually performed because of any circumstance whatsoever. 35.5 This guarantee and indemnity is a continuing security and extends to perform any all money payable under this guarantee and indemnity and to all of the Guaranteed Obligations. The Guarantor waives any right it has of first requiring the Territory to proceed against or enforce any other right, power, remedy or security or claim payment from Vista Gold or any other person before claiming from the Guarantor, as primary obligor, irrevocably Guarantor under this guarantee and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost indemnity. 35.6 The liabilities under this guarantee and expense indemnity of the Guarantor: 2.3.1 fullyGuarantor as guarantor, punctually principal debtor, principal obligor or indemnifier and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect rights of the Guaranteed Obligations Territory under this guarantee and liable as if the Guaranteed Agreement had been entered into directly indemnity are not affected by the Guarantor and the Beneficiary; 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 anything which might otherwise affect it at law or in equity including, without limitation, all court costs and all legal fees one or more of the following: (a) the Territory or another person granting time or other indulgence to, compounding or compromising with or releasing Vista Gold; or (b) acquiescence, delay, acts, omissions or mistakes on a solicitor and own client basis, together with the part of The Territory; or (c) any disbursements,) of whatever nature which may result variation or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out novation of a failure by right of the Supplier to perform Territory, or alteration of this Agreement or a document, in respect of Vista Gold. 35.7 As long as the Guaranteed Obligations save that, subject to the other provisions or 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. 2.4 As a separate and independent obligationthem remain unperformed, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep may not, without the Beneficiary indemnified on demand against all losses, damages, costs and expenses consent of the Territory: (including VAT thereon, and a) make a claim or enforce a right (including, without limitation, a mortgage, charge or other encumbrance) against Vista Gold or its property; or (b) prove in competition with the Territory if a liquidator, provisional liquidator, official manager or trustee in bankruptcy is appointed in respect of Vista Gold or Vista Gold is otherwise unable to pay its debts when they fall due. 35.8 The Guarantor represents and warrants that its obligations under this guarantee and indemnity are valid and binding and that it does not enter into this guarantee and indemnity in the capacity of a trustee of any trust or settlement. 35.9 For the purposes of this guarantee and indemnity “Guaranteed Obligations” means all legal costs and expenses)express or implied obligations of Vista Gold to the Territory in connection with this Agreement, of whatever natureor any transaction or variation agreed to, whether arising under statuteor contemplated by it, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed collateral thereto. EXECUTED by the Guarantor is parties as an Agreement. SIGNED by the XXX XXXXXXXXXXX XXXXXXXXX MLA, Minister for Mines and Energy for and on behalf of the NORTHERN TERRITORY OF ) ) ) ) AUSTRALIA in the presence of: ) Signature Signature of Witness Name of Witness THE COMMON SEAL of VISTA GOLD AUSTRALIA PTY LTD (A.C.N. 117 327 509) was hereto affixed in accordance with its Constitution in the presence of: ) ) ) ) Director Director / Secretary THE COMMON SEAL of VISTA GOLD CORPORATION was hereto affixed in the presence of: ) ) ) ) Director RP1 to RP7 pumping system • Approximately 3.2km of poly pipeline (350mm diameter) • VSU YF61 20044 Toya Denki variable speed unit • Electric motor (stainless steel) 150kw 4 Pole Toshiba 3 Phase • Various lengths of spare pipeline laying along the length of the existing pipeline. RP7/Raw Water (RW) pumping circuit, including: • 1.6km of 560mm diameter pipeline running around the base of the tails dam from the raw water dam to the decant pond, including all valves, flanges and 7 lengths of spare pipeline laying near the existing pipeline • RW pumps being 2 x Xxxxxxxxx Xxxx Decant Water Pumps, type 10x8x13 powered by Teco 75 kw motor with fittings, gates, valves, suction hose, pontoon and flow meters • Decant Pond pumps being 2 x Xxxxxxxx Xxxxx & Xxxxx Hydro-Titan Raw Water Pumps, including motors, fittings, gate, valves and flow controls • 1x Header Tank • Pipeline from booster pump to the plant consisting of approximately 3.4km of poly pipe of 450mm diameter • Pipeline from decant pond to the plant similarly consists of approximately 3.4km of poly pipe of 450mm diameter Heap xxxxx pumping system to RP7 including pipe work of various diameters connecting cells 1,2,3 and 4 inclusive (including all pumps, valves, goose necks, manifolds and filters) • Distribution lines of various diameters across the Heap Xxxxx pad and all equipment within the boundaries of the Heap Xxxxx • Cell 1 Pump – 1 x Flygt 37kw submersible pump • Cell 4 Pump – 1 x 55kw submersible pump • Pipeline from Heap Xxxxx to Barren Pond (RP5) and from Barren Pond (RP5) to Heap Xxxxx consisting of two separate lines being a mixture of poly and steel pipe of approximately 1km each • The Barren Pond including liner, surrounding fence etc • Poly pipeline from Barren Pond (RP5) to RP7 which includes all valves, fittings etc of approximately 1.5km in length and approximately 450mm in diameter • Poly pipeline from Heap Xxxxx to RP7 which includes all valves, fittings etc of approximately 0.5km in length and approximately 350mm and various diameters • Poly pipeline from Heap Xxxxx to RP7 which includes two separate lines of 165mm and 200mm diameter and approximately 0.25km in length each RP2 pumping system including pumps pipes and valves: • 1 x 55kw stainless steel submersible pump • poly pipeline of approximately 0.8km in length from RP2 to RP5 (Batman Pit) of various diameters • poly pipeline of approximately 1km in length from RP2 to RP7 (Tails Dam) of various diameters. Irrigation/Watering System located on the Western side of PR7, being the evaporation system which includes: • approximately 0.2km of 200mm diameter poly pipeline • various diameter and lengths of poly pipeline distributing water via sprinkler heads and associated spare poly pipeline valves, flanges etc located near existing system Spares removed from existing stores and relocated to seatainer and locked in old cyanide compound. Tools required to help in the • HF630 Fusionmaster poly pipe maintenance of the different systems welding machine • FW225 Xxxxxxx poly pipe welding machine • Denyo diesel welder/generator (TLW38055WK) Substation 111 • Low voltage switchgear equipment no 1300-MCC-103 and shelter • Xxxxxx 1500 kVA 11 KV-415 transformer equipment no TX117 Substation 109 (Decant Pond) • Low voltage switchgear equipment no 2100-MCC-115 and shelter-skid mounted (not including telemetry equipment already sold) • Xxxxxx 500 kVA 11 KV-415 transformer equipment no 2100-TX-115 Substation 06 (Heap Xxxxx) • Low voltage switchgear equipment no 04-MCC-08, skid mounted • Xxxxxx 750 kVA 11 KV-415 transformer equipment no 04-TX-07 Substation 03 • Low voltage switchgear equipment no 05-MCC-04 and building, not including VS drive owned by DME and telemetry equipment already sold • Xxxxxx 750 kVA 11 KV-415 transformer equipment no 05_TX04 Genset • Diesel Generator set, skid mounted (asset 5-16) • Alternator: Magnamax Model No 573RSL4032BP530W, Serial No YA 387 205101 650 KVA, 240/415 volt • Prime Mover: Detroit Diesel V8 engine model no 80837416 Spec L12253 Unit Xx 00XX000000, Xxxxxx Xx 0000000xxx# in enclosed cabinet, skid base with inbuilt fuel tank, model 572RSL4024BP/533W,(OSGE01) Substation 00 • Hi voltage switchgear equipment no 10-SB-01 and building with tripping power supply. Used raw water tank • Plant No 1720-TK-151 with all remaining appurtenances mounted on it as of deed date. Pipes and Associated Infrastructure • All pipe and pipe fittings on Site Electrical Infrastructure • Power line to stacker • Power line (11kv) adjacent decant pond. • 415 V Turkey Nest Transformer • Substations – Bores 1,6 &10 • Lightening Tower Buildings • Front Gate Demountable • Telephone Exchange Building & equipment owned by APL Tanks • Cyanide Tanks (3) • Lime Silo • Cement Silo • Thickener Overflow Slurry Tank General • Fencing Around Tailings Dam • Septic Systems (2) and Septic Head • Wooden Sleepers Adjacent to Stacker Area • Site Access Gate • Turkeys Nest Liner • RP5 Liner and RP6 Liners and associated infrastructure • Pipework and equipment associated with heapleach and decant not mentioned in contractual purchases Tanami Gold NL • Carbon in Xxxxx Tanks (9) • Flotation Building Inclusive of tanks Crusher Services International • Lay down Area adjacent Heap Xxxxx Xxxxx Xxxxx • Garden Shed on Road to Stacker Xxxxx Xxxxxxx • Stores Holding yard contents owned by Xxxxx Xxxxxxx – now apparently removed • Shed (formerly substation) 101 • Shed (formerly substation) 102 • Shed (formerly substation) 105 • Shed (formerly substation) 107 The Territory acknowledges and agrees that: 1. At any time during which The Territory, its officers, servants, agents or becomes unenforceablecontractors are on the grounds comprising the Mine: (a) with the exception of mining officers acting pursuant to the Mining Management Act, invalid they will follow the directions and instructions given by security personnel, Vista Gold and the officers, servants, agents and contractors of Vista Gold; (b) no alcohol, firearms, or illegal as if pets are permitted on the obligation guaranteed had Mine site; (c) persons under the age of 16 years will not become unenforceablebe permitted on the Mine site. 2. When undertaking any major dismantling (being work which involves the disassembly of equipment, invalid structures and buildings or illegal provided that the Guarantor's liability use of elevated platforms, work baskets or the handling of hazardous substances): (a) only the Territory, its officers, servants, agents or contractors who have completed an OH & S and environmental pre-qualification to the satisfaction of the Vista Gold shall be no greater than permitted on the Supplier's liability would have been if Mine site; (b) minimum clothing requirements are steel toed boots, long trousers, sleeved shirt, safety helmet, glasses and such other personal protective equipment as directed by Vista Gold or its officers, servants, agents or contractors; (c) the obligation guaranteed had not become unenforceablesequence of any dismantling will be determined and controlled by Vista Gold so as to ensure the orderly dismantling and removal of any equipment, invalid structures and buildings situated on the Mine site. 3. In the context of any mobile plant sought to be brought onto the Mine site by or illegalon behalf of the Territory: (a) all mobile plant will be inspected by the Vista Gold’s servants, agents or contractors and will only be permitted on site in the absolute discretion of Vista Gold; (b) cranes and forklifts must be certified in accordance with the requirements of the NT Work Health Authority; (c) all lifting equipment, including chains, slings and shackles shall carry current certification from a National Association of Testing Authority registered tester; (d) the operators of equipment must hold a certification (from the NT Work Health Authority or other appropriate interstate statutory authority) relevant to the equipment which is being operated and demonstrate a level of competency to the satisfaction of Vista Gold. 4. At all times, The Territory, its officers, servants, agents and contractors shall comply with all applicable statutory and regulatory requirements relevant to their attendance on the Mine site, including those contained in the Mining Act and the Mining Management Act and the regulations or other instruments created under, or to give force to, those Acts.

GUARANTEE AND INDEMNITY. 2.1 (i) The Guarantor Obligor unconditionally and irrevocably and unconditionally guarantees and undertakes to GS Inc. the Beneficiary to procure that the Supplier duly and punctually performs all satisfaction by each of the Transferor and the Corporation of their respective Guaranteed Obligations now Obligations. (ii) If and whenever the Transferor or hereafter due, owing the Corporation shall fail to pay any amount due pursuant to any Guaranteed Obligation the payment or incurred 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 Supplier to Transferor and the Beneficiary. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary Corporation of all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time (iii) PROVIDED that the Supplier shall fail to perform any liability of the Guaranteed Obligations, Obligor under this Agreement shall be limited to recourse against the Guarantor, assets held by the Trustees in their capacity as primary obligor, irrevocably Trustees of the _____ Trust. (b) Any settlement or discharge between the Firm and unconditionally undertakes the Obligor shall be subject to the Beneficiary that, upon first demand condition that no security or payment to the Firm by the Beneficiary 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 shall, at from the cost and expense Obligor subsequently as if such settlement or discharge had not occurred. (i) The Obligor hereby agrees that the obligations of the Guarantor:Obligor hereunder shall not be affected by the 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. 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations as if (ii) The Obligor hereby abandons any right it were itself a direct and primary obligor 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 assets of the Transferor or the Corporation before any claim is enforced against the Obligor in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly obligations assumed by it hereunder. (iii) The Obligor hereby undertakes that it will not claim in any proceedings brought by the Guarantor Firm to enforce the Obligor's obligations hereunder that the Transferor or the Corporation be made a party to such proceedings. (iv) The Obligor shall continue to be bound by this Guarantee and Indemnity whether or not the Beneficiary; andObligor 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. 2.3.2 fully indemnify (c) The Firm may at all times without prejudice to this Guarantee and keep the Beneficiary fully indemnified on demand against all losses, damages, costs Indemnity 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 discharging or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure 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 Firm may have now or hereafter from or against the Transferor or the Corporation or compound with the Transferor or the Corporation. (d) The Obligor hereby agrees that until all money payable by the Supplier to perform Transferor or the Corporation under 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 AgreementCorporation in competition with the Firm. 2.4 (e) As a separate and independent obligation, stipulation the Guarantor irrevocably 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 unconditionally undertakes 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 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 make payment subject to deductions in which case the 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. 2.1 15.1 The Guarantor natural persons who execute this Agreement as Directors, Partners or Proprietors of the Client (“Guarantor”) in consideration of the Company extending credit to the Client and agreeing to enter into this Agreement with the Client, do hereby jointly and severally, irrevocably and unconditionally guarantees guarantee the performance of the Client‘s obligations pursuant to this Agreement and undertakes provide the indemnity below. 15.2 In consideration of the matters in 15.1 above, each Guarantor jointly and severally: (a) indemnifies and agrees to keep indemnified the Company against any loss, damage, action, demand, expense, claim or obligation which the Company has or may suffer or incur by reason of, or in any way consequent upon, arising out of or incidental to the Beneficiary to procure non-payment of the monies owed or the non-observance or non-performance of the Client’s obligations under this Agreement (“Client’s Obligations”). The indemnity shall not be limited or affected in any way whatsoever by the fact that the Supplier duly monies owed could never be recovered against the Client or that the Client’s Obligations could not be enforced against the Client; and (b) agrees to pay all monies due, owing, or payable to the Company by the Client pursuant to the Agreement upon demand by the Company. 15.3 This Guarantee is unlimited in relation to its duration and punctually performs all the extent of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the BeneficiaryGuarantor’s liability. 2.2 The 15.4 Neither the Guarantor’s liability nor the Company’s rights under this Guarantee and indemnity or otherwise shall be prejudiced or discharged by any act or omission or the incapacity of any person or any event, circumstance or securities of any description which might otherwise have the effect (whether at law in equity or under statute) of prejudicing, affecting or discharging the liability of the Guarantor irrevocably hereunder either as a guarantor or principal debtor or as an indemnifier AND without limiting the generality of the foregoing, the Guarantor’s liability and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now Company’s rights hereunder shall not be prejudiced, affected or at discharged as a result of: (a) any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement loss, release or impairment of any securities held in respect of the Guaranteed monies owed or the Client’s Obligations through any act or omission of the Company or through any other cause whatsoever; (b) the granting of any time, credit or any indulgence or concession to or composition with or release or discharge by novation of the Client or the Guarantor or any other person whatsoever by the Company; (c) any variation whatsoever of the terms governing the monies owed or the Client’s Obligations.; 2.3 (d) any lawful assignment of this Guarantee or indemnity by the Company; or (e) any release, failure or agreement not to sue, variation, exchange, renewal or modification made or any other dealing, act or omission whether constituting a waiver, election, estoppel or otherwise by the Company with respect to any person or with respect to any judgment, order for payment of moneys, specialty, instrument (negotiable or otherwise) or other security whatsoever held, recovered or enforceable by the Company or any obligation or liability whatsoever in respect of all or any of the monies owed or any or all of the Client’s Obligations, 15.5 Joint and Several If the Guarantor comprises of more than one person, the Company may at any time the Supplier shall fail and from time to perform time proceed against any or all 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 them in respect of the Guaranteed Obligations Guarantor’s obligations arising from this Guarantee as the Company may choose in its absolute discretion and liable as if the Guaranteed Agreement had been entered into directly by persons comprising the Guarantor are jointly and severally liable in relation to the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand same. The Company is not obliged to make any claim 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, the Guarantor 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 persons comprising 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 9.1 In consideration of the Lender acting under or in connection with this Agreement, the Guarantor hereby irrevocably and unconditionally unconditionally: (a) guarantees to the Lender the due and punctual payment of each and every sum which from time to time falls due from the Borrower under this Agreement and/or the Charge and which is not paid on the due date therefor and undertakes to pay to the Beneficiary Lender forthwith upon first written demand by the Lender all sums from time to procure that time due and payable (but unpaid) by the Supplier duly Borrower under this Agreement and/or the Charge and punctually performs the Guarantor undertakes to pay any such sum on demand, together with interest on such sum demanded from the date of demand to the date of payment at the interest rate specified in this Agreement, all of such payments to be made in US Dollars and in such place and in such manner as the Guaranteed Obligations now or hereafter dueLender may by notice in writing to the Guarantor require; and (b) indemnify the Lender on demand (and this shall constitute an independent primary obligation) against all damages, owing loss, costs and expenses sustained or incurred by the Supplier Lender as a result of any failure of the Borrower to carry out its obligation or liability under this Agreement and/or the BeneficiaryCharge, provided that the Guarantor shall not be responsible for all indirect or consequential damages so sustained or incurred by the Lender. 2.2 9.2 The obligations of the Guarantor irrevocably hereunder shall be in addition to and unconditionally undertakes upon demand not in derogation of any security or other surety cover in favour of the Lender from time to pay to time for the Beneficiary obligations of the Borrower under this Agreement and/or the Charge. 9.3 The obligations of the Guarantor hereunder shall be continuing and accordingly shall not be satisfied by any intermediate payment of any sum outstanding under this Agreement and/or the Charge but shall remain in full force and effect until all monies and liabilities sums which are now or may at any time hereafter be outstanding under this Agreement and/or the Charge have been paid in full. 9.4 The Lender shall not be obliged before making any demand of the Guarantor hereunder (i) to make any demand of the Borrower, (ii) to take any legal proceedings against the Borrower, (iii) to make or file any claim in a winding-up of the Borrower or (iv) to exercise any right which the Lender may have become payable under any security or against any other surety for the obligations of the Borrower under this Agreement and/or the Charge. (a) The obligations of the Guarantor hereunder shall not be discharged or affected by (i) any time (whether as to payment or otherwise) or other indulgence given by the Supplier Lender to the Beneficiary Borrower in respect of any obligation of the Borrower under this Agreement and/or the Guaranteed Charge, (ii) any renewal, termination, variation or increase of any of the terms and conditions of, or any facility granted under, this Agreement and/or the Charge (whether or not the Guarantor is a party to or cognisant of the same), (iii) any dissolution, winding-up, corporate reorganisation or any change in the constitution of the Borrower and/or the Guarantor, (iv) any transfer or extinction of any of the liabilities of the Borrower by any law, regulation, decree, judgment, order or similar instrument or any other discharge, release or variation of the liability of the Borrower other than through payment of the Indebtedness or (v) any other act, omission or thing which, but for this provision, would or might constitute a legal or equitable discharge or defence of a surety. (b) In the event that the Lender grants an extension of time to the Borrower with or without notifying the Guarantor, it is deemed that the Guarantor unconditionally and automatically agrees to every extension of time, and shall not take advantage of this as a reason for the Guarantor to be exonerated from its liabilities or obligations hereunder. 9.6 So long as any sums are or may become outstanding under this Agreement and/or the Charge, any right which the Guarantor may have by reason of the performance of its obligations hereunder (a) to be indemnified by the Borrower, (b) to prove in a winding-up of the Borrower for any other surety for the Borrower's obligations under this Agreement, (c) to take the benefit, in whole or in part, of any security held by the Lender for the obligations of the Borrower under this Agreement and/or the Charge, or (d) to be subrogated to any of the Lender's rights under this Agreement and/or the Charge shall not be exercisable by it without the prior written consent of the Lender and then only in such manner and upon such terms as the Lender reasonably requires, and the Guarantor shall hold any moneys at any time received or recovered by it as a result of the exercise of any such right on trust for the Lender for application in or towards payment of sums from time to time falling due from the Borrower under this Agreement and/or the Charge. 9.7 The Guarantee shall be in addition to and not in substitution for any other guarantee, indemnity, pledge, assurance, lien, bill, note, xxxxxxxx, charge, debenture or other security now or hereafter held by the Lender. (a) Any discharge given to the Guarantor in respect of its obligations hereunder shall be, and shall be deemed always to have been, void if any act on the faith of which that discharge was given is subsequently avoided, or any moneys paid to the Lender is subsequently reduced or repaid, by or pursuant to any provision of law. If the Lender becomes liable to repay any moneys previously paid to the Lender hereunder or under this Agreement and/or the Charge or any other documents executed as security for the obligations of the Borrower under this Agreement and/or the Charge on the grounds of fraudulent preference or otherwise, the liability of the Guarantor hereunder shall be computed as if such moneys had never been paid to the Lender and the Lender shall be entitled to enforce the Guarantee and any security held for the liability of the Guarantor hereunder, if any, against the Guarantor as if such release, discharge or settlement had not occurred. (b) The Lender shall be entitled to retain the Guarantee and any security held by it in respect of the Guaranteed Obligationsliability of the Guarantor hereunder for a period of seven months after the payment, discharge or satisfaction of all moneys payable to the Lender and all obligations to be performed under this Agreement and/or the Charge, or in the event of the commencement of insolvency, winding up or liquidation of the Borrower or the Guarantor prior to the termination of such period of seven months, or such further period as the Lender may determine and to enforce such security subsequently as if such release, discharge or settlement had not occurred. 2.3 If at (c) The Lender is hereby authorised to exercise a lien over all the property of the Guarantor coming into its possession or control for any time reason whatsoever, and whether or not in the Supplier ordinary course of business, with power for the Lender to sell such property, if necessary, to satisfy any liabilities whatsoever of the Guarantor to the Lender. Such exercise of lien and/or power to sell are/is subordinate in all respects, however, to the Leumi Credit Agreement and the Windmere Security Agreement. 9.9 The Guarantor represents and warrants that: (a) it is a limited liability company duly incorporated and validly existing under the laws of the State of Florida in the United States of America; (b) the Articles of Incorporation and By-Laws of the Guarantor include provisions which give the Guarantor all necessary corporate power and authority to enter into and perform the Guarantee; and the Guarantor has taken all necessary corporate and other action to authorise the execution, delivery and performance of the Guarantee and the performance of its obligations hereunder; (c) the obligations expressed to be assumed by the Guarantor herein constitutes legal, valid and binding obligations of the Guarantor; (d) all consents, authorisations, approvals, licences, exemptions, filings, registrations, notarisations and other requirements of governmental, judicial and public bodies and authorities required or advisable in connection with the execution, delivery, performance, validity, admissibility in evidence and enforceability of the Guarantee have been obtained or effected (or, in the case of registrations, will be effected within any applicable requested period) and (if obtained or effected) are in full force and effect; all fees and stamp, registration and similar tax (if any) payable in connection with them have been paid if due; there has been no default in the performance of any of their terms or conditions and the Guarantor has full authority to make all payments under the Guarantee in accordance with the terms hereof; (e) the execution, delivery and performance of the Guarantee do not and will not violate in any respect any provision of (i) any law, or (ii) the Articles of Incorporation and By-Laws of the Guarantor, or (iii) any agreement or other instrument to which the Guarantor is a party or which is binding on it or any of its assets, and do not and will not result in the creation or imposition of any encumbrance over all or any of its present or future assets or revenues, except for the Leumi Credit Agreement and the Windmere Security Agreement, both of which create charges against certain assets of the Guarantor and for which the Leumi Credit Agreement requires consents for any new indebtedness to be incurred by or assets to be transferred to the Guarantor or the Borrower, or guarantees to be made by the Guarantor, which consents shall fail be obtained on or before 3 March 1998; (f) it is not in breach of or default under any agreement to which it is a party or which is binding on it or any of its assets or revenues to an extent or in a manner which might have a material adverse effect on its ability to perform its obligations under the Guarantee; (g) no litigation, arbitration or administrative or other proceeding is at present current or pending or threatened which, if adversely determined, either would have a material adverse effect on the assets, financial condition, prospects or operations of the Guarantor or would materially and adversely affect the Guarantor's ability to observe or perform its obligations under the Guarantee, with the exception of the litigation between Westinghouse Corporation and the Guarantor, et al, concerning the license to the `White-Westinghouse' trade name; (h) it has made no arrangements or composition with, and no assignment for the benefit of its creditors; it has not commenced any negotiations with a view to the general re-adjustment or re-scheduling of all or any part of its liabilities; no petition has been presented and no meeting has been convened and no steps has been taken for the purpose of its winding-up or dissolution or for the appointment of a receiver, trustee or similar or equivalent officer in relation to it or to any or all of its property or assets; and it is able to pay its debts as they fall due, and has not suspended or threatened to suspend making payments with respect to all or any class of its debts; (i) the Guarantor has fully disclosed in writing to the Lender all facts relating to the Guarantor which the Guarantor knows or reasonably ought to know and which are material for disclosure to the Lender in the context of the Guarantee, including the Leumi Credit Agreement and the Windmere Security Agreement; (j) all information furnished by the Guarantor or any person on its behalf to the Lender in connection with the Guarantee was and remains true and complete in all respects and there is no other fact or circumstance relating to the affairs of the Guarantor which has not been disclosed to the Lender, which non-disclosure renders any of that information misleading, and all expressions of expectation, intention, belief and opinion contained in any of that information were honestly made on reasonable grounds after due and careful consideration; (k) the choice of English law to govern the Guarantee and the submission by the Guarantor to the non-exclusive jurisdiction of the courts of England are valid and binding; and (l) the Guarantor is the beneficial owner of the entire issued voting share capital of the Borrower. 9.10 The representations and warranties in Clause 9.9 will be deemed to be repeated by the Guarantor on each Interest Payment Date with reference to the facts and circumstances then subsisting. 9.11 The Guarantor shall: (a) from time to time on the request of the Lender furnish the Lender with such information about its business and financial condition as the Lender may reasonably require; (b) ensure that the Borrower complies with its obligations under this Agreement; (c) not claim any set-off or counterclaim against the Borrower or to claim or procure in competition with the Lender in the liquidation or winding-up of, or have the benefit of any share in any payment or composition from, the Borrower or any other person; (d) promptly inform the Lender of the occurrence of any event which is or may become (with the passage of time, the giving of notice or the determination of any persons) an Event of Default and any event which might adversely affect the ability of the Borrower or the Guarantor to fully perform their respective obligations under this Agreement, the Guarantee and/or the Charge, and upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender, no such event has occurred; (e) obtain, maintain in full force and effect and promptly renew from time to time all consents, licences, exemptions, filings, registrations, notarisations, approvals and other authorisations of all governmental or other authorities of which it has the benefit as of 1 November 1997 or as may from time to time be required to enable it to lawfully enter into its obligations under the Guarantee, or required for the validity or enforceability of the obligations hereof and will on request promptly provide the Lender with evidence thereof; (f) ensure that at all times its indebtedness hereunder ranks at least pari passu with all its other unsecured and subordinated indebtedness (except for any indebtedness which is preferred by mandatory provisions of law); (g) promptly inform the Lender in writing of any litigation, arbitration, administration or other proceedings against the Guarantor before or of any judicial, administrative, governmental or other authority or arbitrator; and (h) upon its becoming aware of the same, promptly inform the Lender of the occurrence of any event which results in, or may reasonably be expected to result in, (i) any of the Guaranteed Obligations, representations and warranties contained in Clause 9.10 being untrue or (ii) any material adverse change in 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 condition (financial or otherwise) 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 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 AgreementBorrower. 2.4 As a separate and independent obligation, the Guarantor 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 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 dueotherwise) of whatever nature of Purchaser in, owing or incurred by pursuant to, the Supplier to the Beneficiary. 2.2 The Guarantor irrevocably terms of this Agreement 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 the Guaranteed Agreement or in respect each of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligationsother Transaction Documents, including without limitation, the GuarantorSeller Note (collectively, as primary obligor“Purchaser Obligations”), irrevocably and unconditionally undertakes agrees to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense indemnify each 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 Seller and the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified Seller Indemnified Parties on demand against all losses, damages, costs Losses which any of Seller 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 the Seller Indemnified Parties may suffer through or arising from 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 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 Agreement. 2.4 performance and observance of the Purchaser Obligations by the Purchaser Guarantor. As a separate and independent obligationstipulation, the Purchaser Guarantor 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. 2.1 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 BeneficiaryBuyer any time or any other indulgence or consideration or in the event that SugarWorld compounds with or releases or assents to the 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. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or 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 the Guaranteed Agreement or full extent in respect of the Guaranteed ObligationsMonies or any part thereof which have thereby been rendered unrecoverable by SugarWorld from the Buyer. 2.3 If at any time 24.9. 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: 2.3.1 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 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 Agreementday after posting or sending. 2.4 As a separate and independent obligation, the Guarantor 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 all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. 2.2 The Guarantor irrevocably punctual performance 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 the Guaranteed Agreement or in respect of the Guaranteed 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 observance by the Guarantor of all its respective obligations, commitments, undertakings, warranties, indemnities and covenants under or in connection with the Beneficiary; and 2.3.2 fully Principal Agreement (the “Obligations”), and agrees to indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereonreasonable legal costs and expenses in respect of any enforcement of the Obligations and/or this Agreement) which the Beneficiary may suffer through or arising from any breach by the Guarantor 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 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 includingif 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 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, all court costs and all legal fees on a solicitor and own client basisdisability or incapacity of the Guarantor or the Guarantor; (b) any insolvency or liquidation of the Guarantor; (c) any merger, together with amalgamation or other change of status of the Guarantor; or (d) any disbursements,) of whatever nature which may result other fact or which such Beneficiary may suffercircumstance, incur shall nevertheless be enforceable against or sustain arising in any way whatsoever out of a failure by recoverable from the Supplier to perform the Guaranteed Obligations save that, subject to Guarantor. 2.6 Notwithstanding the other provisions of this Deed Agreement, the obligations and liability of Guarantee, the Guarantor under or arising out of this guarantee and indemnity shall not be construed interpreted as imposing greater obligations or and liabilities on the Guarantor than are purported to be imposed on the Supplier Guarantor under the Guaranteed Principal Agreement. 2.4 As 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 separate and independent obligationbinding obligation on it in accordance with its terms; and (g) that it has not received any notice, nor to the Guarantor 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)best of its knowledge is there pending or threatened any notice, of whatever nature, whether arising 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 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 Agreement.

GUARANTEE AND INDEMNITY. 2.1 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 that, whenever Distributor does not discharge any of the Guaranteed Obligations now or hereafter as and when they fall due, owing the Guarantor shall on demand make all payments to Supplier necessary to discharge the Guaranteed Obligations. 15.2 If the Guaranteed Obligations are, or become, unenforceable, invalid or illegal, the Guarantor agrees to indemnify and keep 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 Supplier to the BeneficiaryGuaranteed Obligations. 2.2 15.3 The Guarantor irrevocably (jointly and unconditionally undertakes upon severally) as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Clause 15.1 agrees to indemnify and keep 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 pay to perform or discharge the Beneficiary 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 and liabilities which are now payable under this agreement, irrespective of any intermediate payment or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement discharge in full or in respect part of the Guaranteed Obligations. 2.3 If at 15.5 The Guarantor waives any time 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 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against the amount of all losses, damages, costs and expenses (including VAT thereon, legal and including, without limitation, all court costs out-of-pocket expenses and all legal fees any value added tax 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, the Guarantor 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 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. 2.1 The Guarantor (a) In consideration of CISG’s entering into this Agreement, each of Apollo and CSH as primary obligor hereby, jointly and severally, unconditionally and irrevocably guarantees by way of continuing guarantee to CISG the due and unconditionally guarantees punctual performance 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 observance 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 the Guaranteed Agreement or in respect of the Guaranteed 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 Company and the Beneficiary; Existing Shareholders of their respective obligations, commitments, undertakings, agreements, Warranties, indemnities and covenants under or pursuant to this Agreement and 2.3.2 fully , agrees to indemnify and keep the Beneficiary fully indemnified on demand CISG in full from and against all liabilities, losses, damages, claims, costs and expenses (including VAT thereon, and including, without limitation, all court properly incurred reasonable legal costs and all legal fees expenses on a solicitor full indemnity basis) which CISG may suffer through or arising from any breach by the Company and/or Existing Shareholders of such obligations, commitments, undertakings, agreements, Warranties, indemnities or covenants. Each of Apollo and own client basisCSH as primary obligor, together with any disbursements,unconditionally and irrevocably agrees that if either the Company or the Existing Shareholders shall fail to discharge the liability undertaken or expressed to be undertaken by it/them under or pursuant to this Agreement, Apollo and CSH shall forthwith upon demand unconditionally perform (or procure performance of) of whatever nature which may result and shall satisfy (or procure the satisfaction of) the obligation or liability in regard to which such Beneficiary may suffer, incur default has been made in the manner prescribed by this Agreement so that the same benefits shall be conferred on CISG as it would have received if such obligation or sustain arising in any way whatsoever out of a failure liability had been duly performed and satisfied by the Supplier Company and/or Existing Shareholders. Each of Apollo and CSH hereby waives all rights which it may have to perform require CISG to proceed first against or claim payment from the Guaranteed Obligations save thatCompany and/or Existing Shareholders. (b) The guarantee and indemnity set out in this Section 7.4(a) shall be a continuing security to CISG for all obligations, subject commitments, undertaking, Warranties, indemnities and covenants on the part of the Company and Existing Shareholders under or pursuant to this Agreement notwithstanding any settlement of account or other matter or thing whatsoever and is in addition and without prejudice to and not in substitution for any rights or security which CISG may now or hereafter have or hold for the other provisions performance and observance of the obligations, commitments, undertakings, agreements, Warranties, indemnities and covenants of the Company and/or Existing Shareholders under or in connection with this Deed Agreement. (c) The obligations of Guarantee, Apollo and CSH under this Section shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation:- (i) any time or indulgence granted to, or composition with, the Company and/or the Existing Shareholders or any other person; (ii) the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement or any right, guarantee, remedy or security from or against the Company and/or the Existing Shareholders or any other person; (iii) any unenforceability or invalidity of any obligation of the Company and/or the Existing Shareholders, so that this Section shall be construed as imposing greater obligations if there were no such unenforceability or invalidity; (iv) the liquidation, bankruptcy, winding-up, receivership of the Company and/or the Existing Shareholders or other member of the Group; and (v) any other act, matter, event or omission which but for this provision would or might operate to discharge, impair or otherwise affect the liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreementof Apollo and CSH hereunder. 2.4 As a separate and independent obligation, the Guarantor 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 In order to induce the Lenders to make the Loan to the Beneficiary Borrowers, and to procure that induce the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Swap Banks 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 the Guaranteed Agreement or in respect of the Guaranteed 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 enter into Designated Transactions with the Guarantor: 2.3.1 fully(a) the Guarantor irrevocably and unconditionally: (i) guarantees, punctually as a primary obligor and specifically perform such not merely as a surety, to each Creditor Party, the punctual payment and performance by the Borrowers when due, whether at stated maturity, by acceleration or otherwise, of all Secured Liabilities of the Borrowers, whether for principal, interest, fees, expenses or otherwise (collectively, the “Guaranteed Obligations Obligations”). (ii) undertakes with each Creditor Party that whenever the Borrowers do not pay any Guaranteed Obligation when due, the Guarantor shall immediately on demand pay that Guaranteed Obligation as if it were itself a direct and the 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 Beneficiaryobligor; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified (iii) indemnifies each Creditor Party immediately on demand against all lossesany cost, damages, costs and expenses loss or liability suffered or incurred by that Creditor Party (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,A) 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, the Guarantor 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 Guaranteed Obligation is or becomes unenforceable, invalid or illegal or (B) by operation of law as a consequence of the transactions contemplated by the Finance Documents. The amount of the cost, loss or liability shall be equal to the amount which that Creditor Party would otherwise have been entitled to recover; and (b) each Swap Guarantor irrevocably and unconditionally jointly and severally: (i) guarantees, as a primary obligor and not merely as a surety, to each Swap Bank, the punctual payment and performance by the Guarantor when due of its obligations under any Master Agreement (the “Guaranteed Swap Obligations”). Notwithstanding the foregoing, “Guaranteed Swap Obligations”, with respect to any Swap Guarantor, shall not include any Excluded Swap Obligations of such Swap Guarantor; (ii) undertakes with each Swap Bank that whenever the Guarantor does not pay or perform any Guaranteed Swap Obligations when due, the Swap Guarantors shall immediately on demand pay that Guaranteed Swap Obligation as if it were the obligation guaranteed had not become primary obligor; and (iii) indemnifies each Swap Bank immediately on demand against any cost, loss or liability suffered or incurred by that Swap Bank (A) if any Guaranteed Swap Obligation is or becomes unenforceable, invalid or illegal provided that or (B) by operation of law as a consequence of the Guarantor's transactions contemplated by the Master Agreements. The amount of the cost, loss or liability shall be no greater than equal to the Supplier's liability amount which that Swap Bank would otherwise have been if the obligation guaranteed had not become unenforceable, invalid or illegalentitled to recover.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes 4.1. In consideration of the Accommodation Provider granting a licence of the Accommodation to the Beneficiary Student and of the Guarantor’s natural affection for the Student, the Guarantor guarantees to procure the Accommodation Provider and its successors, transferees and assigns that whenever the Supplier duly and punctually performs all Student does not pay any of the Guaranteed Obligations now or hereafter due, owing or incurred by as and when they fall due the Supplier Guarantor shall make due and punctual payment to the Beneficiary. 2.2 The Guarantor irrevocably and unconditionally undertakes upon Accommodation Provider on 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 the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 4.2. If at the Guaranteed Obligations are, or become, unenforceable, invalid or illegal, the Guarantor agrees to indemnify and keep indemnified the Accommodation Provider in full and on demand from and against all and any time losses, costs and expenses suffered or incurred by the Supplier shall fail Accommodation Provider arising out of, or in connection with, any failure of the Student to perform or discharge the GuaranteedObligations. 4.3. The Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 4 agrees to indemnify and keep indemnified the Accommodation Provider in full and on demand from andagainst all and any losses, costs and expenses suffered or incurred by the Accommodation Provider arising out of, or in connection with, any failure of the Student to perform or discharge the Guaranteed Obligations. 4.4. 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. 4.5. The liability of the Guarantor under this guarantee shall not be reduced, discharged or otherwise adversely affectedby: 4.5.1. any act, omission, matter or thing which would have discharged or affected the Guarantorliability of the Guarantor had it been a principal debtor instead of a guarantor or indemnifier; 4.5.2. anything done or omitted by any person which, as primary obligorbut for this provision, irrevocably and unconditionally undertakes might operate or exonerate or discharge the Guarantor in whole or in part or otherwise reduce or extinguish its liability under thisguarantee; 4.5.3. the Accommodation Provider terminating the Agreement with the Student; 4.5.4. any variation or modification to the Beneficiary that, upon first demand by Agreement; or 4.5.5. 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 Accommodation Provider giving time or any other indulgence to the Beneficiary in respect of Student to comply with their obligations under the Guaranteed Obligations and liable as if Agreement. 4.6. The Guarantor waives any right it may have to require the Guaranteed Agreement had been entered into directly by Accommodation Provider (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 and under this clause 4. 4.7. The Guarantor shall on a full indemnity basis pay to the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified Accommodation Provider on demand against the amount of all losses, damages, costs and expenses (including VAT thereon, legal and including, without limitation, all court costs out-of-pocket expenses and all legal fees any value added tax 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, the Guarantor 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 those costs and expenses)) which the Accommodation Provider incurs in connectionwith: 4.7.1. the preservation, or exercise and enforcement, of whatever nature, whether arising any rights under statute, contract or at common law, in connection with this guarantee or any attempt so to do;and 4.7.2. any discharge or release of thisguarantee. 4.8. This guarantee shall be in addition to and independent of any other security which such Beneficiary the Accommodation Provider 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 Student 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 illegalGuaranteedObligations.

GUARANTEE AND INDEMNITY. 2.1 The Each Guarantor acknowledges that we enters into this Agreement at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. 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. 2.2 The Borrower under this Agreement. Each Guarantor unconditionally and 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 the Guaranteed Agreement or in respect of the Guaranteed 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 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand indemnifies us against all losses, damages, costs costs, charges, liabilities and expenses (including VAT thereonwhich we may at any time suffer or incur because: any of the Borrower’s obligations expressed in this Agreement is void, voidable or wholly or partially unenforceable; We have to disgorge any money paid to us on the Borrower’s account under this Agreement; or the Borrower fails to perform any obligation under this Agreement. The indemnity in clause 32.3 is a continuing obligation, separate and includingindependent from each Guarantor’s other obligations under any other Agreement. It continues after those other obligations end. 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. 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; Our 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 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 reference to or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure consent by the Supplier to perform 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 Obligations save thattrust named in the Schedule. (b) If any Guarantor has entered into this Agreement as trustee of the trust, 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 must exercise its right of indemnity against trust assets to be imposed on the Supplier enable payment of money due under the Guaranteed Agreement. 2.4 As this Agreement and as a separate and independent obligationright, the Guarantor irrevocably authorises us to have recourse to and unconditionally undertakes satisfy any liability of the Guarantor under this Agreement directly out of the trust assets. Each Guarantor acknowledges we may claim against the Guarantor under this Agreement before CNH Industrial Capital enforces any of its rights: against the Borrower or any other person; or under another document such as a guarantee and indemnity, Mortgage, charge or other security. 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 weare entitled at any time; or a judgment or order which we obtain 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. 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. 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 the Guaranteed Agreement or in respect of the Guaranteed 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 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, 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, the Guarantor 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. 2.1 The Guarantor irrevocably 15.1 In consideration of the Buyer entering into this Agreement, the Guarantors jointly and unconditionally guarantees and undertakes severally guarantee to the Beneficiary Buyer and its successors, transferees and assigns the due and punctual performance of all present and future obligations of the Seller under or in connection with this Agreement (“Guaranteed Obligations”). 15.2 The Guarantors as principal obligors and as a separate and independent obligation and liability from their obligations and liabilities under Clause 15.1 jointly and severally agree to procure that indemnify and keep indemnified the Supplier duly Buyer in full and punctually performs on demand from and against all and any losses, costs and expenses suffered or incurred by the Buyer arising out of or in connection with: (a) any failure of the Seller to perform or discharge the Guaranteed Obligations; or (b) any of the Guaranteed Obligations now being or hereafter duebecoming totally or partially unenforceable by reason of illegality, owing incapacity, lack or incurred exceeding of powers, ineffectiveness of execution or any other matter; but the Guarantors’ liability under this indemnity shall be no greater than the Seller’s liability under this Agreement was (or would have been had the relevant obligation been fully enforceable). It is not necessary for the Buyer to incur any expense or make any payment before enforcing its right of indemnity. 15.3 The Guarantee is a continuing guarantee which shall remain in full force and effect until all the Guaranteed Obligations have been satisfied or performed in full, notwithstanding any intermediate satisfaction or performance of the Guaranteed Obligations by the Supplier to Seller, the BeneficiaryGuarantors or any other person. 2.2 15.4 The Guarantor irrevocably Guarantors waive any right it may have to require the Buyer (or any trustee or agent acting on its behalf) to proceed against or enforce any right or claim for payment against any person before claiming from the Guarantors or either of them under the Guarantee. 15.5 The Guarantee is in addition to and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now shall not affect nor be affected by or at merge with any time hereafter shall have become payable other judgment, security, right or remedy obtained or held by the Supplier Buyer from time to the Beneficiary under the Guaranteed Agreement or time in respect of the discharge or performance of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any 15.6 The liability of the Guaranteed ObligationsGuarantors under the Guarantee shall not be reduced, discharged or otherwise adversely affected by any act, omission, matter or thing which would have discharged or affected 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 liability of the Guarantor:Guarantors had either or both been a principal obligor instead of a guarantor, or indemnifier, or by anything omitted by any person which, but for this provision, might operate or discharge the Guarantors or otherwise reduce or extinguish its liability under the Guarantee. 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 15.7 Until all of the Guaranteed Obligations and liable as if the Guaranteed Agreement had have been entered into directly by the Guarantor and the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereonsatisfied in full, and includingunless the Buyer otherwise directs, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with the Guarantors shall not exercise any disbursements,) security or other right which it may have by reason of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out performance by it of a failure by obligations under 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 whether such rights arise by way of set-off, counterclaim, subrogation, indemnity 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, the Guarantor 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.otherwise. Seller Guarantors Buyer

GUARANTEE AND INDEMNITY. 2.1 (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. 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 O&M Contractor to TfL pursuant to this Deed and the Beneficiary under Guarantor undertakes to TfL fully to perform and observe or procure the Guaranteed Agreement or in respect performance and observance of all of the Guaranteed 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 the O&M Contractor shall fail in any respect to perform, observe and/or pay the same. 2.3 If (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 time claim, demand, proceedings or liability, loss, damage, costs and/or expenses arising directly out of any failure by the Supplier shall fail 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: 2.3.1 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 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,) 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 its liabilities under 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 AgreementDeed. 2.4 As a separate and independent obligation, the Guarantor 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 irrevocably and unconditionally guarantees to TfL to procure the due and undertakes punctual performance and observance by the Service Provider of all its obligations in, under and arising from the Agreement and any other agreements entered into by TfL 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. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to TfL immediately (although no earlier than required of the Beneficiary Service Provider) 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 due or owing to, or incurred by, TfL under or in relation to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed 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 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 2.2 As a separate and independent obligation, without prejudice to clause 2.1 but taking into account any payments made thereunder, the Guarantor irrevocably and unconditionally undertakes hereby agrees, as a primary obligation, to indemnify and keep the Beneficiary indemnified TfL on demand against from all losses, claims, liabilities, damages, costs and expenses which may be incurred or suffered by TfL as a result of or in connection with (including VAT thereonwhether directly or indirectly) any failure by the Service Provider (whether or not caused by or connected with any invalidity, illegality, voidability, unenforceability or ineffectiveness) fully and includingpromptly to pay or discharge the Guaranteed Obligations as and when the same shall respectively become (or, without limitationbut for any such invalidity, illegality, voidability, unenforceability or ineffectiveness, would have become) due for payment or discharge 2.3 The Guarantor agrees to indemnify TfL and keep it indemnified on demand from and against all legal liabilities, losses, costs and expenses), expenses incurred or suffered by TfL in connection with or as a result of: (A) the enforcement of whatever nature, whether arising under statute, contract the provisions of this Guarantee and which are in addition to any related costs and expenses connected to any corresponding dispute or at common law, which such Beneficiary may suffer other proceedings with the Service Provider; and (B) any of the obligations or incur if any obligation guaranteed undertakings expressed to be assumed by the Guarantor is in this Guarantee not being performed or becomes unenforceableobserved fully and punctually. 2.4 The Guarantor’s obligations under clauses 2.1, invalid 2.2 and 2.3(B) are subject to the same defences, limitations and exclusions as are available to the Service Provider under the Agreement and, subject to clause 2.3(A), this Deed shall not be construed so as to impose on the Guarantor any greater obligations or illegal as if liabilities than those assumed by the obligation guaranteed had not become unenforceableService Provider under the Agreement. 2.5 The obligations of the Guarantor under each of clauses 2.1, invalid or illegal provided that the Guarantor's liability 2.2 and 2.3 of this Guarantee shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalseparate and independent from each other.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably Guarantors, in accordance with the following conditions, unconditionally and unconditionally guarantees irrevocably: jointly and undertakes severally guarantee to Acquirer the Beneficiary to procure that due and punctual performance and observance by the Supplier duly and punctually performs Selling Shareholders of all of the Guaranteed Obligations now obligations contained in or hereafter due, owing or incurred implied under this Agreement that must be performed and observed by the Supplier to Selling Shareholders (the Beneficiary. 2.2 The Guarantor irrevocably "Joint 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 the Several Guaranteed Agreement or Obligations"), other than in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any several and individual obligations of the Guaranteed Obligations, affected Selling Shareholders for the Guarantor, as primary obligor, irrevocably Special Representations comprised of Sections 2.21 (Title to Shares) and unconditionally undertakes to 2.22 (Authority) (the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense guaranty obligations 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 Guarantors in respect of such several and individual obligations referred to herein as the "Several Guaranteed Obligations," and together with the Joint and Several Guaranteed Obligations sometimes referred to herein collectively as the "Guaranteed Obligations"); jointly and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and 2.3.2 fully severally indemnify and keep the Beneficiary fully indemnified on demand Acquirer 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 Liabilities which Acquirer may result now 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, the Guarantor 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 future suffer or incur if consequent on or arising directly or indirectly out of any obligation guaranteed breach or non-observance by the Guarantor is Selling Shareholders of a Joint and Several Guaranteed Obligation; severally guarantee to Acquirer the due and punctual performance and observance by the Selling Shareholders of all of the Several Guaranteed Obligations contained in or becomes unenforceable, invalid implied under this Agreement that must be performed and observed by the Selling Shareholders; and severally indemnify Acquirer against all Liabilities which Acquirer may now or illegal as if in the obligation guaranteed had not become unenforceable, invalid future suffer or illegal provided that incur consequent on or arising directly or indirectly out of any breach or non-observance by 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 illegalSelling Shareholders of a Several Guaranteed Obligation.

GUARANTEE AND INDEMNITY. 2.1 (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 due, owing or incurred by Amount) under the Supplier to the BeneficiaryFinance Documents plus other amounts which become payable in connection therewith under other provisions of this Agreement. 2.2 (ii) The Guarantor irrevocably and unconditionally undertakes upon demand with each Finance Party that, whenever the Owner does not pay any such amount expressed to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become be payable by the Supplier to the Beneficiary it under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligationsa Finance Document, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first it must immediately on 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 Security Trustee pay that amount as if it were itself 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 direct Finance Party under this Clause is not recoverable from the Guarantor on the basis of a guarantee then the Guarantor will be liable as a 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 2.3.2 fully indemnify and keep amount it would have had to pay under this Clause had the Beneficiary fully indemnified amount claimed been recoverable 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 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$214,000,000 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. 2.4 As a separate and independent obligation, the Guarantor 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 unconditionally: (a) guarantees to each Finance Party due and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs punctual performance by each Obligor of 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 its obligations under the Guaranteed Agreement Finance Documents; (b) undertakes with each Finance Party that whenever any Obligor does not pay any amount when due under or in respect of the Guaranteed Obligations. 2.3 If at connection with 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: 2.3.1 fully, punctually and specifically perform such Guaranteed Obligations pay that amount 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; andprincipal obligor; 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 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. 2.4 As a separate and independent obligation, the Guarantor 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 not become unenforceable, invalid of the Account Party to deliver Collateral to the Secured Account or illegal.the Deposit Account in accordance with Clause 10

GUARANTEE AND INDEMNITY. 2.1 The In consideration of the Franchisor entering into this Agreement with the Franchisee and in consideration of the sum of $2.00 and other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged by the Guarantor), the Guarantor irrevocably and hereby unconditionally guarantees and undertakes to the Beneficiary to procure Franchisor that the Supplier duly Franchisee will pay all amounts to be paid and punctually performs otherwise observe and perform all terms and conditions to be so observed and performed, either in this Agreement and/or in any agreement and/or any lease, sublease or other instrument under which the right to occupy the Premises has been obtained (the said lease, sublease and any other said instrument to be hereinafter referred to individually and collectively as the “Lease Instrument”). If the Franchisee shall default in making any such payments or in the observance or performance of any such obligations, the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. 2.2 The Guarantor irrevocably hereby covenants and unconditionally undertakes upon demand agrees to pay to the Beneficiary Franchisor forthwith upon demand all monies and liabilities which are now or at any time hereafter shall have become payable amounts not so paid by the Supplier Franchisee and all damages that may arise in consequence of any such non-observance or non-performance. Without in any way restricting or limiting the guarantee given by the Guarantor as set out above or any other rights and remedies to which the Franchisor may be entitled, the Guarantor hereby covenants and agrees to indemnify and save the Franchisor harmless against any and all liabilities, losses, suits, claims, demands, costs, fines and actions of any kind or nature whatsoever to which the Franchisor shall or may become liable for, or suffer, by reason of any breach, violation or non-performance by the Franchisee of any term or condition of this Agreement, the Lease Instrument or any other agreement made between the Franchisee and the Franchisor. With respect to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, guarantee and indemnification provided for by the Guarantor, as primary obligor, irrevocably the Guarantor covenants and unconditionally undertakes agrees to the Beneficiary that, upon first demand by the Beneficiary it shallexecute and deliver under separate instrument, at such time or times as the cost and expense Franchisor may request, such form of guarantee and/or indemnity evidencing its obligations under 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 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 paragraph as the Franchisor 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 Agreementin its discretion determine. 2.4 As a separate and independent obligation, the Guarantor 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 ObligationsObligations 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 2.3.2 fully as a separate and independent obligation and liability, 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 obligationobligation 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 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, 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 Guarantor: 2.3.1 expense: ● 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 2.3.2 fully and ● as a separate obligation and liability, indemnify and keep the Beneficiary fully indemnified on demand 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 obligation and independent obligationliability 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. 2.1 Does the Code of Banking Practice apply to this guarantee and indemnity? Some provisions of this clause 19 are stated to apply only if the Code of Banking Practice applies, or does not apply, to this clause 19. (a) the Guarantor may have rights to end, withdraw from, or limit this guarantee and indemnity; (b) the Guarantor should note that there are financial risks involved in entering into providing the guarantee and indemnity under this clause 19, and the Guarantor may refuse to provide this guarantee and indemnity. We recommend that the guarantor asks its legal and financial adviser about this. We will provide information about the customer and this document and/or a Transaction Document (as relevant) in accordance with the Code of Banking Practice, and upon request. If: (a) the Code of Banking Practice would otherwise make a provision of this guarantee and indemnity illegal, void or unenforceable; or (b) a provision of this guarantee and indemnity would otherwise contravene a requirement of the Code of Banking Practice or impose an obligation or liability which is prohibited by the Code of Banking Practice, this guarantee and indemnity is to be read as if that provision were varied to the extent necessary to comply with the Code of Banking Practice or, if necessary, omitted. (a) In consideration of BOQ Specialist at the request of the Guarantor entering into this document and each Transaction Document, the Guarantor unconditionally and irrevocably guarantees to BOQ Specialist: (i) the due and punctual performance of the Borrower’s obligations under this document and each Transaction Document or any holding over under each Transaction Document; and (ii) except where the Guarantor has limited its liability under this guarantee and indemnity, the Guaranteed Money. (b) Except where the Guarantor has limited its liability under this guarantee and indemnity, if the Borrower does not perform their obligations under this document and each Transaction Document, or fails to pay the Guaranteed Money, on time and in accordance with the Transaction Documents then the Guarantor agrees to pay the Guaranteed Money to BOQ Specialist on demand. (c) Except where the Guarantor has limited its liability under this guarantee and indemnity, as a separate obligation, the Guarantor indemnifies BOQ Specialist against any loss or damage that BOQ Specialist may suffer or sustain as a result of the non-payment of the Guaranteed Money or the non- performance of any of the Borrower’s obligations under this document or each Transaction Document or due to the termination or expiration of the Facility. The Guarantor irrevocably and unconditionally guarantees and undertakes agrees to pay amounts due under this indemnity on demand from BOQ Specialist. (d) Except to the Beneficiary extent the Guarantor has a right conferred by the Code of Banking Practice: (i) this guarantee and indemnity constitutes continuing obligations despite any intervening payment, settlement or other thing and extends to procure that all money owing under this document and each Transaction Document; and. (ii) BOQ Specialist has the Supplier duly right to make a claim or demand on the Guarantor under this guarantee and punctually performs indemnity without having first taken any proceedings against the Borrower or any other person. (e) Except to the extent the Guarantor has a right conferred by the Code of Banking Practice, this guarantee and indemnity is not to be considered as wholly or partly discharged unless and until all of the Guaranteed Obligations now Money has been paid in full. (f) If an Insolvency Event occurs with respect to the Borrower: (i) the Guarantor must not prove in such Insolvency Event in competition with BOQ Specialist without BOQ Specialist’s prior written consent; (ii) if required by us in writing, the Guarantor must immediately prove in any such Insolvency for all money owed to the Guarantor and will not exercise or hereafter due, owing or incurred attempt to exercise any right of set off against the Borrower; (iii) money recovered by the Supplier Guarantor from any such Insolvency Event or pursuant to the Beneficiaryrealisation or enforcement of any Security taken by the Guarantor from the Borrower must be paid immediately to BOQ Specialist to the extent of the unsatisfied liability of the Guarantor under this guarantee and until paid will be held by the Guarantor on BOQ Specialist’s behalf; and (iv) the Guarantor authorises BOQ Specialist to prove for all money which the Guarantor has paid under this guarantee and any other money due by the Borrower to the Guarantor. 2.2 (g) Without limiting this clause 19 as long as there is money owing under a Transaction Document, the Guarantor may not without BOQ Specialist’s prior written consent: (i) reduce its liability under this guarantee and indemnity, by claiming that it, the Borrower or any other person has a right of set-off or counterclaim against BOQ Specialist; or (ii) claim or exercise a right to claim, to be entitled (whether by way of subrogation or otherwise) (to the benefit of another guarantee, indemnity or other right including but not limited to a security interest): (A) in connection with this document or each Transaction Document including but not limited to the Guaranteed Money or any other amount payable under this guarantee; or (B) in favour of a person other than BOQ Specialist in connection with any obligations of, or any other amounts payable, by the Borrower to, or for the account of, that other person; or (iii) claim an amount in the Borrower’s insolvency or of any other Guarantor; (iv) claim an amount from BOQ Specialist or another Guarantor under a right of indemnity or contribution. If BOQ Specialist ask, the Guarantor agrees to notify any relevant person of the terms of this clause and other parts of the guarantee in this clause that may be relevant. The Guarantor irrevocably and unconditionally undertakes upon demand also authorises BOQ Specialist to pay to the Beneficiary all monies and liabilities which are now or do so at any time hereafter shall have become payable in BOQ Specialist’s discretion and without first asking the Guarantor to do it. This applies despite anything else in this clause. (h) Except to the extent the Guarantor has a right conferred by the Supplier Code of Banking Practice, rights given to the Beneficiary BOQ Specialist under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform any of the Guaranteed Obligationsthis guarantee and indemnity, and the Guarantor’s liabilities under it, as primary obligorare not affected by any act or omission by BOQ Specialist or any other person. For example, irrevocably those rights and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantorliabilities are not affected by: 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(i) any act or omission: 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,A) of whatever nature which may result varying or which such Beneficiary may suffer, incur or sustain arising replacing in any way whatsoever out of a failure by and for any reason any arrangement under which the Supplier to perform the obligations under this document and each Transaction Document or any holding over under each Transaction Document and 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 Money is expressed to be imposed on owing, such as by increasing a facility limit or extending the Supplier under term; (B) releasing the Guaranteed AgreementBorrower or giving the Borrower a concession (such as more time to pay); or (ii) acquiescence or delay by BOQ Specialist or any other person. 2.4 As a separate (i) If there is more than one Guarantor then the obligations under this guarantee and independent obligation, the Guarantor irrevocably indemnity bind each of them separately 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), any two or more 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 illegalthem jointly.

GUARANTEE AND INDEMNITY. 2.1 15.1 The Guarantor natural persons who execute this Agreement and who are Directors, Partners or Proprietors of the Client (“Guarantor”) agree to do so in consideration of the Company agreeing to enter into this Agreement with the Client and/or extending credit to the Client (as applicable), do hereby jointly and severally, irrevocably and unconditionally guarantees guarantee the performance of the Client‘s obligations pursuant to this Agreement and undertakes provide the indemnity below. 15.2 In consideration of the matters in 15.1 above, each Guarantor jointly and severally: (a) indemnifies and agrees to keep indemnified the Company against any loss, damage, action, demand, expense, claim or obligation which the Company has or may suffer or incur by reason of, or in any way consequent upon, arising out of or incidental to the Beneficiary to procure non-payment of the monies owed or the non-observance or non-performance of the Client’s obligations under this Agreement (“Client’s Obligations”). The indemnity shall not be limited or affected in any way whatsoever by the fact that the Supplier duly monies owed could never be recovered against the Client or that the Client’s Obligations could not be enforced against the Client; and (b) agrees to pay all monies due, owing, or payable to the Company by the Client pursuant to the Agreement upon demand by the Company. 15.3 This Guarantee is unlimited in relation to its duration and punctually performs all the extent of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the BeneficiaryGuarantor’s liability. 2.2 The 15.4 Neither the Guarantor’s liability nor the Company’s rights under this Guarantee and indemnity or otherwise shall be prejudiced or discharged by any act or omission or the incapacity of any person or any event, circumstance or securities of any description which might otherwise have the effect (whether at law in equity or under statute) of prejudicing, affecting or discharging the liability of the Guarantor irrevocably hereunder either as a guarantor or principal debtor or as an indemnifier AND without limiting the generality of the foregoing, the Guarantor’s liability and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now Company’s rights hereunder shall not be prejudiced, affected or at discharged as a result of: (a) any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement loss, release or impairment of any securities held in respect of the Guaranteed monies owed or the Client’s Obligations through any act or omission of the Company or through any other cause whatsoever; (b) the granting of any time, credit or any indulgence or concession to or composition with or release or discharge by novation of the Client or the Guarantor or any other person whatsoever by the Company; (c) any variation whatsoever of the terms governing the monies owed or the Client’s Obligations.; 2.3 (d) any lawful assignment of this Guarantee or indemnity by the Company; or (e) any release, failure or agreement not to sue, variation, exchange, renewal or modification made or any other dealing, act or omission whether constituting a waiver, election, estoppel or otherwise by the Company with respect to any person or with respect to any judgment, order for payment of moneys, specialty, instrument (negotiable or otherwise) or other security whatsoever held, recovered or enforceable by the Company or any obligation or liability whatsoever in respect of all or any of the monies owed or any or all of the Client’s Obligations, 15.5 Joint and Several If the Guarantor comprises of more than one person, the Company may at any time the Supplier shall fail and from time to perform time proceed against any or all 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 them in respect of the Guaranteed Obligations Guarantor’s obligations arising from this Guarantee as the Company may choose in its absolute discretion and liable as if the Guaranteed Agreement had been entered into directly by persons comprising the Guarantor are jointly and severally liable in relation to the Beneficiary; and 2.3.2 fully indemnify and keep the Beneficiary fully indemnified on demand same. The Company is not obliged to make any claim 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, the Guarantor 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 persons comprising 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 24.1 Guarantee and Indemnity Each of the Guarantors irrevocably and unconditionally unconditionally, jointly and severally: 24.1.1 guarantees to each Finance Party the due and undertakes punctual observance and performance of all the terms, conditions and covenants on the part of each Borrower contained in the Finance Documents and agrees to the Beneficiary pay from time to procure that the Supplier duly time on demand any and punctually performs all every sum or sums 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 money which each Borrower is at any time liable to pay to any Finance Party under or pursuant to the Beneficiary all monies Finance Documents and liabilities which are now has become due and payable but has not been paid at the time such demand is made; and 24.1.2 agrees as a primary obligation to indemnify each Finance Party from time to time on demand from and against any loss incurred by any Finance Party as a result of any of the obligations of any Borrower under or pursuant to the Finance Documents being or becoming void, voidable, unenforceable or ineffective as against such Borrower for any reason whatsoever, whether or not known to any Finance Party or any other person, the amount of such loss being the amount which the person or persons suffering it would otherwise have been entitled to recover from such Borrower. 24.2 Additional Security The obligations of each Guarantor herein contained shall be in addition to and independent of every other security which any Finance Party may at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or hold in respect of any of any Obligor's obligations under the Guaranteed ObligationsFinance Documents. 2.3 If at 24.3 Continuing Obligations The obligations of each Guarantor herein contained shall constitute and be continuing obligations notwithstanding any time the Supplier settlement of account or other matter or thing whatsoever and shall fail to perform not be considered satisfied by any intermediate payment or satisfaction of all or 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 obligations of the Guarantor:Borrowers under the Finance Documents and shall continue in full force and effect until final payment in full of all amounts owing by any Borrower under the Finance Documents and total satisfaction of all the Borrowers' actual and contingent obligations under the Finance Documents. 2.3.1 fully24.4 Obligations not Discharged Neither the obligations of each Guarantor herein contained nor the rights, punctually powers and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary remedies conferred in respect of each Guarantor upon any Finance Party by the Guaranteed Obligations Finance Documents or by law shall be discharged, impaired or otherwise affected by: 24.4.1 the winding-up, dissolution, administration or re-organisation of any Obligor or any other person or any change in its status, function, control or ownership; 24.4.2 any of the obligations of any Obligor or any other person under the Finance Documents or under any other security taken in respect of any of its obligations under the Finance Documents being or becoming illegal, invalid, unenforceable or ineffective in any respect; 24.4.3 time or other indulgence being granted or agreed to be granted to any Obligor or any other person in respect of its obligations under the Finance Documents or under any such other security; 24.4.4 any amendment to, or any variation, waiver or release of, any obligation of any Obligor or any other person under the Finance Documents or under any such other security; 24.4.5 any failure to take, or fully to take, any security contemplated hereby or otherwise agreed to be taken in respect of any Obligor's obligations under the Finance Documents; 24.4.6 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of any Obligor's obligations under the Finance Documents; or 24.4.7 any other act, event or omission which, but for this Clause 24.4, might operate to discharge, impair or otherwise affect any of the obligations of each Guarantor herein contained or any of the rights, powers or remedies conferred upon any of the Finance Parties by the Finance Documents or by law. 24.5 Settlement Conditional Any settlement or discharge between a Guarantor and liable any of the Finance Parties shall be conditional upon no security or payment to any Finance Party by an Obligor or any other person on behalf of an Obligor being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application and, if any such security or payment is so avoided or reduced, each Finance Party shall be entitled to recover the value or amount of such security or payment from such Guarantor subsequently as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; 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 such settlement 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, the Guarantor 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 discharge 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 illegaloccurred.

GUARANTEE AND INDEMNITY. 2.1 The Guarantor irrevocably and unconditionally guarantees and undertakes 5.1.1 In consideration of the Lenders agreeing to make available the Facility to the Beneficiary Borrower, the Guarantor:- (a) as primary obligor and not as surety only, hereby unconditionally and irrevocably guarantees to procure that each Representative and each Lender the Supplier duly due and punctually performs punctual observance and performance by any or all of the Obligors of all of the Guaranteed Obligations now Obligations; (b) hereby unconditionally covenants with and undertakes to each Representative and each Lender that in the event of a default by any 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 the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time Obligors in the Supplier shall fail to perform observance or performance for whatever reason of any of the their respective Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first Guarantor shall on 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 Obligation, or cause such Guaranteed Obligation to be performed, punctually as if it such Guaranteed Obligation were itself performed by the relevant Obligor; and (c) as a direct primary obligation, undertakes to indemnify each Representative and primary obligor to each Lender on demand and on a full indemnity basis from and against any and all Losses including, without duplication, any Make-Whole Amount or Expenses incurred or sustained by any Representative and/or any Lender as a result of the Beneficiary in respect whole or any part of the Guaranteed Obligations being or becoming void, voidable, unenforceable or ineffective as against any or all of the Obligors for any reason whatsoever irrespective of whether such reason or any related fact or circumstance was known or ought to have been known to either of the Representatives, any of the Lenders or any of their respective officers, employees, agents or advisers. 5.1.2 Any demand under Clause 5.1.1 shall be in writing and liable as if the Guaranteed Agreement had been entered into directly may be made by the Guarantor and the Beneficiary; 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 relevant Lender or which such Beneficiary may suffer, incur Representative 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 Agent on its behalf and shall not be construed as imposing greater obligations made before the last day of the relevant grace period of five (5) Business Days or liabilities on ten (10) Business Days referred to in Clause 10.1(a) (Termination Events) and the Guarantor than are purported shall not be in default hereunder for its failure to be imposed on pay or perform such Guaranteed Obligation, as demanded hereunder, unless and until expiration of the Supplier under the Guaranteed Agreementapplicable grace period in Clause 10.1(a) (Termination Events). 2.4 As a separate and independent obligation, the Guarantor 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 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. 2.2 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 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 Obligationsterms 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 Guarantor; (c) any right or claim which the Lessee may assert to resist making payment of any part of the Amount 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. 2.3 If at any 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 Supplier shall fail to perform any successors and assigns of the Guaranteed ObligationsGuarantor/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 Xxx 0000 (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: 2.3.1 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 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, the Guarantor 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. 2.1 The Guarantor (a) In relation to the Issuer and any Notes, any Receipts and any Coupons issued by it and in relation to the Deed of Covenant executed by the Issuer, ENEL as principal obligor hereby unconditionally and irrevocably guarantees by way of deed poll to each Beneficiary the due and unconditionally guarantees punctual payment of all amounts due from time to time to such Beneficiary by the Issuer in respect of any such Note, Receipt, Coupon or under the Deed of Covenant in respect thereof, as the case may be, (including any premium or any other amounts of whatever nature or additional amounts which may become payable under any of the foregoing) when and as the same shall become due and payable in accordance with the terms thereof. In case of the failure of the Issuer punctually to make any such payment, ENEL hereby undertakes to cause such payment to be made punctually when and as the Beneficiary same shall become due and payable, whether at maturity, upon redemption by acceleration of maturity or otherwise, as if such payment were made by the Issuer in accordance with the terms thereof. ENEL hereby: (i) waives any requirement that any Beneficiary, in the event of any default of such payment by the Issuer, first makes demand upon or seeks to procure enforce remedies against the Issuer before seeking to enforce this Guarantee (ii) agrees that the Supplier duly its obligations under this Guarantee shall be unconditional and punctually performs all irrevocable irrespective of the Guaranteed Obligations now validity, regularity or hereafter dueenforceability of such Notes, owing Receipts, Coupons or incurred the Deed of Covenant in respect thereof, the absence of any action to enforce the same, any waiver or consent by any Beneficiary with respect to any provisions thereof, the recovery of any judgment against the Issuer or any action to enforce the same, any consolidation, merger, conveyance or transfer by the Supplier Issuer or any other circumstance which might otherwise constitute a legal or equitable discharge or defence of a guarantor and (iii) covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in all such Notes, Receipts, Coupons, the Deed of Covenant and this Guarantee in respect thereof. (b) For so long as any Global Note is held on behalf of the Relevant Clearing System each person (other than a Clearing System) who is for the time being a Relevant Account Holder shall be treated by ENEL as the holder of such nominal amount of such Notes for all purposes other than with respect to the Beneficiarypayment of principal or interest on such nominal amount of Notes for which purpose: (i) in the case of a Temporary or Permanent Global Note, the bearer of the relevant Global Note shall be treated by ENEL as the holder of such Note in accordance with and subject to the terms of the relevant Global Note, and (ii) in the case of a Regulation S Global Note, the registered holder of the relevant Regulation S Global Note in accordance with and subject to the terms of the relevant Regulation S Global Note or in the case of the Rule 144A Global Note, the registered holder of the relevant Rule 144A Global Note in accordance with and subject to the terms of the relevant Rule 144A Global Note. 2.2 The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary (c) ENEL covenants in favour of each Relevant Account Holder that it will make all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary payments under the Guaranteed Agreement or this Guarantee in respect of the Guaranteed Obligations. 2.3 If at nominal amount of Notes for the time being shown in the records of any time Relevant Clearing System as being held by the Supplier shall fail Relevant Account Holder and represented by a Global Note to, in the case of a Temporary or Permanent Global Note, the bearer of such Global Note, in the case of a Regulation S Global Note, to perform the registered holder of the Regulation S Global Note and, in the case of a Rule 144A Global Note, to the registered holder of the Rule 144A Global Note, in each case in accordance with the terms of this Guarantee and acknowledges that each Relevant Account Holder may take proceedings to enforce this covenant and any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary other rights which 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 has under this Guarantee directly by the Guarantor and the Beneficiary; 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 AgreementENEL. 2.4 As a separate and independent obligation, the Guarantor 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 guarantees, and undertakes to the Beneficiary to procure that the Supplier Generator duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Generator 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 Generator to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed ObligationsObligations as if it were a primary obligor. 2.3 If at any time the Supplier Generator 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 2.3.2 fully as a separate and independent obligation and liability, 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 Generator 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 Generator under the Guaranteed Agreement. 2.4 As a separate and independent obligationobligation 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 Generator’s liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. 2.1 The 11.1 Subject to, and effective upon, the Advance under the Third Drawdown, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees and undertakes to the Beneficiary Lender the due and punctual payment and performance by the Borrower of all the Borrower’s obligations and liabilities under or in connection with this Agreement and the Facility Documents (as any such obligations and liabilities may from time to procure time be varied, novated, extended, increased or replaced); (b) undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with this Agreement and/or any Facility Document, that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Guarantors shall immediately on demand pay that amount 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 the Guaranteed Agreement or in respect of the Guaranteed 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 Lender as if it were itself a direct and primary obligor to the Beneficiary in respect of principal obligor; (c) agrees with the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; 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, the Guarantor 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 Lender that if any obligation guaranteed by the Guarantor it is or becomes unenforceable, invalid or illegal illegal, they will, as an independent and primary obligation, indemnify the Lender immediately 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 this Agreement or a Facility Document on the date when it would have been due. The amount payable by the Guarantors 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; and (d) undertakes to the Lender on the date of this Agreement and repeats on the date of each Drawdown Notice and actual drawdown: i. that it is validly incorporated and is in good standing in the country and state of its incorporation; ii. it has complied with all material legal and regulatory requirements applicable to it; and iii. that it is not insolvent, unable to pay its debts within the meaning of the insolvency legislation applicable to the Guarantor concerned, that it has not stopped paying debts as they fall due, that it is not in negotiations with one or more of its creditors about anticipated financial difficulties, it is not in liquidation, administration, or bankrupt and that no resolution or decision has been made to place the Guarantor into liquidation, administration, conservatorship, ‎bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, ‎insolvency, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), or similar laws in the United States or other ‎applicable jurisdictions to it from time to time. 11.2 This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Guarantor under this Agreement or any Facility Document, regardless of any intermediate payment or discharge in whole or in part. 11.3 As a separate and independent stipulation and without prejudice to any other provision in this Agreement, all sums which may not be recoverable from the Guarantors whether by reason of any legal limitation, disability or incapacity on or of any Guarantor or any other fact or circumstance (and whether known to the Lender or not) shall nevertheless be recoverable from either Guarantor as sole or principal debtor and shall be paid by the Guarantors on demand in writing by the Lender. 11.4 If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by the Lender 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 11 will continue or be reinstated as if the obligation guaranteed discharge, release or arrangement had not occurred. 11.5 Each Guarantor waives any right it may have of first requiring the Lender to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantors under this Clause 11. This waiver applies irrespective of any law or any provision of any Facility Document to the contrary. 11.6 The obligations of each Guarantor under this Clause 11 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 11 (without limitation and whether or not known to an Obligor) including: (a) any time, waiver or consent granted to, or composition with, any Obligor or other person; (b) the release of any Obligor under the terms of any composition or arrangement with any creditor of any member of its group; (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, any Obligor 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 an Obligor or any other person; (e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of this Agreement and/or the Facility Documents 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; (f) any unenforceability, illegality or invalidity of any obligation under this Agreement and any Facility Document; or (g) any insolvency or similar proceedings. 11.7 Until all amounts which may be or become unenforceable, invalid payable by the Obligors under or illegal provided that in connection with this Agreement and the Guarantor's liability shall be no greater than the Supplier's liability would Facility Documents have been if irrevocably paid in full, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under this Agreement and/or the Facility Documents or by reason of any amount being payable, or liability arising, under this Clause 11 including: (a) to be indemnified by an Obligor; (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under this Agreement and/or the Facility Documents or of any other guarantee or security taken pursuant to, or in connection with, this Agreement and/or the Facility Documents; (c) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 11.1; (d) to exercise any right of set-off against any Obligor; and/or (e) to claim or prove as a creditor of any Obligor in competition with the Lender. If a Guarantor 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 payable to the Lender by the Obligors under or in connection with this Agreement and/or the Facility Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct. 11.8 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 Lender. 11.9 Each Guarantor shall, on demand by the Lender, execute whatever documents the Lender may reasonably require in order to carry out the intent and purposes of its obligations under this Clause 11. 11.10 For the avoidance of doubt, no Guarantor shall have any obligation guaranteed had not become unenforceable, invalid or illegalunder this Clause 11 until the making of the Advance under the Third Drawdown.

GUARANTEE AND INDEMNITY. 2.1 The In consideration of the Landlord agreeing to entering into the Lease and the Side Letter, the Guarantor irrevocably hereby IRREVOCABLY and unconditionally UNCONDITIONALLY: (a) guarantees to the Landlord: (i) the due, full and punctual payment of rent, management fees, rates, interest, costs charges, expenses and other sums payable by the Tenant in respect of the Premises at the time and in the manner provided in the Lease and the Side Letter ("the Secured Obligation"); (ii) the due, full, punctual and complete performance and observance by the Tenant of all the covenants, agreements, conditions, obligations and undertakings contained in t he Lease and the Side Letter to be performed and observed by the Tenant by virtue of the Lease and the Side Letter ("the Secured Obligations"); (b) undertakes and agrees with the Landlord that if and whenever the Tenant shall fail to pay the Secured Indebtedness or any part thereof in accordance with the provisions of the Lease and the Side Letter; or be in breach of any of the Secured Obligations, the Guarantor shall, forthwith on demand by the Landlord, pay to the Landlord all amount of the Secured Indebtedness as may be due and outstanding as at the date of such demand or (as the case may be) make good all such default; and (c) undertakes to indemnify the Beneficiary to procure Landlord and keep the Landlord indemnified against all losses, damages, demands, suits, actions, proceedings, costs and expenses that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing may be suffered or incurred by the Supplier to Landlord by reason of the Beneficiarydefault of the Tenant in performing or observing any of the Secured Obligations. 2.2 The In consideration of the Landlord agreeing to entering into the Lease and the Side Letter and independently of any other terms, conditions and stipulations herein contained, the Guarantor irrevocably and unconditionally undertakes upon demand to pay to hereby agrees that in the Beneficiary all monies event that, for any reasons whatsoever, the obligations, undertakings and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in respect of the Guaranteed Obligations. 2.3 If at any time the Supplier shall fail to perform Guarantor under any of the Guaranteed Obligationsprovisions of this Guarantee are or become or prove to be unenforceable or shall be declared or adjudged to be illegal, invalid or unenforceable or shall be declared or adjudged to be illegal, invalid or unenforceable under any applicable law, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to Guarantor shall nevertheless indemnify 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 2.3.2 fully indemnify Landlord and keep the Beneficiary fully Landlord 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 suffered or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure incurred by the Supplier to perform Landlord as a result of such illegality, invalidity or unenforceability and shall forthwith on demand by the Guaranteed Obligations save that, subject Landlord pay to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on Landlord all sums necessary to make good and to compensate the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. 2.4 As a separate and independent obligation, the Guarantor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all Landlord for such losses, damages, costs and expenses (including VAT thereonexpenses. 2.3 In consideration of the Landlord agreeing to entering into the Lease and the Side Letter and independently of any other terms, conditions and includingstipulations herein contained, 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 the Guarantor hereby agrees that if any obligation guaranteed sum payable by the Guarantor under this Deed or any part thereof is not paid on demand or becomes unenforceable(as the case may be) when due, invalid the Guarantor shall pay to the Landlord interest on the outstanding amount of such sum at the best or illegal as if prime lending rate from time to time quoted by The Hongkong and Shanghai Banking Corporation Limited for advances in Hong Kong Dollars from the obligation guaranteed had not become unenforceable, invalid or illegal provided that date on which the Guarantor's liability same is payable to the date of actual payment to the Landlord. Interest payable under this Clause 2.3 shall be compounded on a monthly basis Provided always that no greater than interest shall be payable hereunder on any sum which shall at the Supplier's liability would have been if same time be accumulating interest under the obligation guaranteed had not become unenforceable, invalid or illegalterms of the Lease and the Side Letter.