Common use of Guarantor as Principal Debtor Clause in Contracts

Guarantor as Principal Debtor. As between the relevant Guarantor(s) and the Trustee, the Noteholders and the Couponholders but without affecting the relevant Issuer’s obligations, the relevant Guarantor(s) shall be liable under this Clause as if it were the sole principal debtor and not merely a surety. Accordingly, it shall not be discharged, nor shall its liability be affected, by anything that would not discharge it or affect its liability if it were the sole principal debtor (including (a) any time, indulgence, waiver or consent at any time given to the relevant Issuer or any other person, (b) any amendment to any other provisions of this Trust Deed or to the Conditions or to any security or other guarantee or indemnity, (c) the making or absence of any demand on the relevant Issuer or any other person for payment, (d) the enforcement or absence of enforcement of this Trust Deed, the Notes, the Receipts or the Coupons or of any security or other guarantee or indemnity, (e) the taking, existence or release of any security, guarantee or indemnity, (f) the dissolution, amalgamation, reconstruction or reorganisation of the relevant Issuer or any other person or (g) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed, the Notes, the Receipts or the Coupons or any of the relevant Issuer’s obligations under any of them).

Guarantor as Principal Debtor. As between the relevant Guarantor(s) Guarantor and the Trustee, the Noteholders and the Couponholders Bondholders but without affecting the relevant Issuer’s obligations, the relevant Guarantor(s) shall Guarantor will be liable under this Clause as if it were the sole principal debtor and not merely a surety. Accordingly, it shall will not be discharged, nor shall will its liability be affected, by anything that which would not discharge it or affect its liability if it were the sole principal debtor (including (a1) any time, indulgence, waiver or consent at any time given to the relevant Issuer or any other person, (b2) any amendment to any other provisions of this Trust Deed or to the Conditions or to any security or other guarantee or indemnity, (c3) the making or absence of any demand on the relevant Issuer or any other person for payment, (d4) the enforcement or absence of enforcement of this Trust Deed, the Notes, the Receipts Deed or the Coupons Bonds or of any security or other guarantee or indemnity, (e5) the taking, existence or release of any security, guarantee or indemnity, (f6) the dissolution, amalgamation, reconstruction or reorganisation of the relevant Issuer or any other person or (g7) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed, the Notes, the Receipts Deed or the Coupons Bonds or any of the relevant Issuer’s obligations under any of them).

Guarantor as Principal Debtor. As between the relevant Guarantor(s) Guarantor and the Trustee, the Noteholders ECN Holders and the Couponholders but without affecting the relevant Issuer’s obligations, and subject to Condition 4 of the Dated ECNs or the Undated ECNs, as applicable, the Guarantor (or, each Guarantor jointly and severally, if both Guarantors are so specified in the relevant Guarantor(sFinal Terms,) shall be liable under this Clause as if it were the sole principal debtor and not merely a surety. Accordingly, it shall not be discharged, nor shall its liability be affected, by anything that would not discharge it or affect its liability if it were the sole principal debtor (including (a1) any time, indulgence, waiver or consent at any time given to the relevant Issuer or any other person, (b2) any amendment to any other provisions of this Trust Deed or to the Conditions or to any security or other guarantee or indemnity, (c3) the making or absence of any demand on the relevant Issuer or any other person for payment, (d4) the enforcement or absence of enforcement of this Trust Deed, the Notes, the Receipts ECNs or the Coupons or of any security or other guarantee or indemnity, (e5) the taking, existence or release of any security, guarantee or indemnity, (f6) the dissolution, amalgamation, reconstruction or reorganisation of the relevant Issuer or any other person or (g7) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed, the Notes, the Receipts ECNs or the Coupons or any of the relevant Issuer’s obligations under any of them).

Guarantor as Principal Debtor. As between the relevant Guarantor(s) Guarantor and the Trustee, the Noteholders and the Couponholders but without affecting the relevant Issuer’s 's obligations, the relevant Guarantor(s) Guarantor shall be liable under this Clause as if it were the sole principal debtor and not merely a surety. Accordingly, it shall not be discharged, nor shall its liability be affected, by anything that would not discharge it or affect its liability if it were the sole principal debtor (including (a1) any time, indulgence, waiver or consent at any time given to the relevant Issuer or any other person, (b2) any amendment to any other provisions of this Trust Deed or to the Conditions or to any security or other guarantee or indemnity, (c3) the making or absence of any demand on the relevant Issuer or any other person for payment, (d4) the enforcement or absence of enforcement of this Trust Deed, the Notes, the Receipts or the Coupons or of any security or other guarantee or indemnity, (e5) the taking, existence or release of any security, guarantee or indemnity, (f6) the dissolution, amalgamation, reconstruction or reorganisation of the relevant Issuer or any other person or (g7) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed, the Notes, the Receipts or the Coupons or any of the relevant Issuer’s 's obligations under any of them).

Guarantor as Principal Debtor. As between the relevant Guarantor(s) Guarantors and the Trustee, the Noteholders and the Couponholders but without affecting the relevant Issuer’s obligations, the relevant Guarantor(s) Guarantors shall be jointly and severally liable under this Clause as if it they were the sole principal debtor debtors and not merely a suretysureties. Accordingly, it they shall not be discharged, nor shall its their liability be affected, by anything that would not discharge it them or affect its their liability if it they were the sole principal debtor debtors (including (a1) any time, indulgence, waiver or consent at any time given to the relevant Issuer or any other person, (b2) any amendment to any other provisions of this Trust Deed or to the Conditions or to any security or other guarantee or indemnity, (c3) the making or absence of any demand on the relevant Issuer or any other person for payment, (d4) the enforcement or absence of enforcement of this Trust Deed, the Notes, the Receipts or the Coupons or of any security Back to Contents or other guarantee or indemnity, (e5) the taking, existence or release of any security, guarantee or indemnity, (f6) the dissolution, amalgamation, reconstruction or reorganisation of the relevant Issuer or any other person or (g7) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed, the Notes, the Receipts or the Coupons or any of the relevant Issuer’s obligations under any of them).

Guarantor as Principal Debtor. As between the relevant Guarantor(s) Guarantor and the Trustee, Trustee and the Noteholders and the Couponholders but without affecting the relevant Issuer’s obligations, the relevant Guarantor(s) shall Guarantor will be liable under this Clause 5 as if it were the sole principal debtor and not merely a surety. Accordingly, it shall will not be discharged, nor shall will its liability be affected, by anything that which would not discharge it or affect its liability if it were the sole principal debtor (including (a1) any time, indulgence, waiver or consent at any time given to the relevant Issuer or any other person, ; (b2) any amendment to any other provisions of this Trust Deed or to the Conditions or to any security or other guarantee or indemnity, ; (c3) the making or absence of any demand on the relevant Issuer or any other person for payment, ; (d4) the enforcement or absence of enforcement of this Trust Deed, the Notes, the Receipts or the Coupons Notes or of any security or other guarantee or indemnity, ; (e5) the taking, existence or release of any security, guarantee or indemnity, ; (f6) the dissolution, amalgamation, reconstruction or reorganisation of the relevant Issuer or any other person (including any Substituted Obligor substituted for the Issuer pursuant to Conditions 4(c) and 15); or (g7) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed, the Notes, the Receipts or the Coupons Notes or any of the relevant Issuer’s obligations under any of them).

Guarantor as Principal Debtor. As between the relevant Guarantor(s) Guarantor and the Trustee, the Noteholders and the Couponholders Beneficiary but without affecting the relevant IssuerBP’s obligations, the relevant Guarantor(s) Guarantor shall be liable under this Clause Guarantee as if it were the sole principal debtor and not merely a surety. Accordingly, it the liability of the Guarantor under this Guarantee shall not be dischargedreleased, nor shall its affected or discharged by any act, matter or omission which (but for this clause) would have released, affected or discharged the liability be affected, by anything that would not discharge it or affect its liability if it were of the sole principal debtor (including Guarantor including: (a) subject to Clause 7, any change in the time, indulgencemanner or place of payment of, waiver or consent at in any time given to other term of, all or any of the relevant Issuer Guaranteed Obligations, or any other personamendment or waiver of, or any consent to departure from, the terms of such Guaranteed Obligations including but not limited to the grant of time, concession or other indulgence to BP by the Beneficiary or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from a principal debtor or any other Person; or (b) any amendment to any present or future guarantee, indemnity, mortgage, charge or other provisions of this Trust Deed security or right or remedy held by or available to the Conditions Beneficiary being or becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Beneficiary from time to time dealing with, varying, realising, releasing or failing to perfect or enforce any security or other guarantee or indemnity, of the same; or (c) any invalidity, unenforceability, illegality or voidability of the making or absence of any demand on the relevant Issuer or any other person for payment, Agreement; or (d) any change, restructuring or termination of the enforcement corporate structure or absence existence of enforcement of this Trust Deed, the Notes, the Receipts BP or the Coupons or of any security or other guarantee or indemnitybankruptcy, (e) the takinginsolvency, existence or release of any security, guarantee or indemnity, (f) the dissolution, amalgamationreorganisation, reconstruction moratorium, liquidation or reorganisation of the relevant Issuer or any other person or (g) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed, the Notes, the Receipts or the Coupons or any of the relevant Issuer’s obligations under any of them)similar proceeding involving BP.