Common use of Reservations and Exceptions Clause in Contracts

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do not apply to: (a) any measure: (i) existing and non-conforming, maintained in the territory of a Party; (ii) maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments equity interests in, or the assets of, an existing state enterprise or an existing governmental entity, prohibits or imposes limitations on the ownership or control of equity interests or assets or imposes nationality requirements relating to senior management or members of the board of directors; (b) the continuation or prompt renewal of a non-conforming measure referred to in subparagraph (a); or (c) an amendment to a non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 (National Treatment), 5 (Most-FavouredNation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements) do not apply to a measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule to Annex I. 3. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under an agreement as set out in Annex II. 4. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) the TRIPS Agreement; (b) an amendment to the TRIPS Agreement in force for both Parties; and (c) a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 5. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) procurement by a Party or a State enterprise; or (b) a subsidy or grant provided by a Party or a State enterprise, including a government-supported loan, a guarantee or insurance.

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do not apply to: (a) i. any measure: (i) measure existing and non-conforming, maintained in the territory of a Party; (ii) . any measure maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments government's equity interests in, or the assets of, an existing state State enterprise or an existing governmental entity, prohibits : - Prohibits or imposes limitations on the ownership or control of equity interests or assets assets; or imposes - Imposes nationality requirements relating to senior management or members of the board of directors; (b) b. the continuation or prompt renewal of a any non-conforming measure referred to in subparagraph (a); or; (c) c. an amendment to a non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 (National Treatment), 5 (Most-FavouredNation Favoured-Nation Treatment), 8 (Senior Management, Board Boards of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. For illustrative purposes only and without prejudice to paragraph 1, each Party shall, to the extent possible, set out in its Schedule to Annex 1 any existing non-conforming measure it maintains at the national level. 3. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Board Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to a any measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule to Annex I.II. 34. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under an agreement as pursuant to agreements set out in Annex IIIII. 45. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) a. the TRIPS Agreement; (b) b. an amendment to the TRIPS Agreement in force for both Parties; and (c) c. a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 56. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) a. procurement by a Party or a State enterprise; or (b) b. a subsidy or grant provided by a Party or a State enterprise, including a government-supported loan, a guarantee or insurance. 7. Article 5 (Most-Favoured-Nation Treatment) of this Agreement does not apply to financial services.

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to: (ai) any measure: (i) existing and non-conformingconforming measure, maintained in the territory of a Party; (ii) any measure maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments government’s equity interests in, or the assets of, an existing state enterprise or an existing governmental entity, : - prohibits or imposes limitations on the ownership or control of equity interests or assets assets, or - imposes nationality requirements relating to senior management or members of the board of directors; (b) the continuation or prompt renewal of a any non-conforming measure referred to in subparagraph (a); or (c) an amendment to a any non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 (National Treatment), 5 (Most-FavouredNation Favoured-Nation Treatment), 8 (Senior Management, Board Boards of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. Articles 4 (National Treatment), 5 (Most-Favoured-Favoured Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to a any measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule schedule to Annex I. 3. Article 5 (Most-Favoured-Favoured Nation Treatment) does shall not apply to treatment accorded by a Party under an agreement as pursuant to agreements set out in its schedule to Annex II. 4. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Favoured-Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) the TRIPS Agreement; (b) an amendment to the TRIPS Agreement in force for both Parties; and (c) a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 5. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) procurement by a Party or a State enterprise; or (b) a subsidy or grant provided by a Party or a State enterprise, including a government-supported loan, a guarantee or insurance.

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do not apply to: (a) i. any measure: (i) measure existing and non-conforming, maintained in the territory of a Party; (ii) . any measure maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments government’s equity interests in, or the assets of, an existing state State enterprise or an existing governmental entity, : ▪ prohibits or imposes limitations on the ownership or control of equity interests or assets assets; or ▪ imposes nationality requirements relating to senior management or members of the board of directors; (b) b. the continuation or prompt renewal of a any non-conforming measure referred to in subparagraph (a); or; (c) c. an amendment to a non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 (National Treatment), 5 (Most-FavouredNation Favoured-Nation Treatment), 8 (Senior Management, Board Boards of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. For illustrative purposes only and without prejudice to paragraph 1, each Party shall, to the extent possible, set out in its Schedule to Annex 1 any existing non-conforming measure it maintains at the national level. 3. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Board Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to a any measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule to Annex I.II. 34. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under an agreement as pursuant to agreements set out in Annex IIIII. 45. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Favoured-Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) a. the TRIPS Agreement; (b) b. an amendment to the TRIPS Agreement in force for both Parties; and (c) c. a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 56. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) a. procurement by a Party or a State enterprise; or (b) b. a subsidy or grant provided by a Party or a State enterprise, including a government-supported loan, a guarantee or insurance. 7. Article 5 (Most-Favoured-Nation Treatment) of this Agreement does not apply to financial services.

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do not apply to: (a) any measure: (i) existing and non-conforming, maintained in the territory of a Party; (ii) maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments government’s equity interests in, or the assets of, an existing state State enterprise or an existing governmental entity, : - prohibits or imposes limitations on the ownership or control of equity interests or assets assets, or - imposes nationality requirements relating to senior management or members of the board of directors; (b) the continuation or prompt renewal of a non-conforming measure referred to in subparagraph (a); or (c) an amendment to a non-conforming measure referred to in subparagraph subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 (National Treatment), 5 (Most-FavouredNation Favoured-Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements) do not apply to a measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule schedule to Annex I. 3. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under an agreement as set out in Annex II. 4. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Favoured-Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) the TRIPS Agreement; (b) an amendment to the TRIPS Agreement in force for both Parties; and (c) a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 5. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of DirectorsDirectors and Entry of Personnel) do not apply to: (a) a procurement by a Party or a State enterprise; or (b) a subsidy or grant provided by a Party or a State state enterprise, including a government-supported loan, a guarantee or insurance.

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to: (a) any measure: o (i) any measure existing and non-conforming, maintained in the territory of a Party; ; o (ii) any measure maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments government's equity interests in, or the assets of, an existing state enterprise or an existing governmental entity, : § - prohibits or imposes limitations on the ownership or control of equity interests or assets assets, or § - imposes nationality requirements relating to senior management or members of the board of directors; (b) the continuation or prompt renewal of a any non-conforming measure referred to in subparagraph (a); or (c) an amendment to a any non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 (National Treatment), 5 (Most-FavouredNation Favoured Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. Articles 4 (National Treatment), 5 (Most-Favoured-Favoured Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to a any measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule schedule to Annex I.I 3. Article 5 (Most-Favoured-Favoured Nation Treatment) does shall not apply to treatment accorded by a Party under an agreement as pursuant to agreements set out in Annex II. 4. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Favoured-Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) the TRIPS Agreement; (b) an amendment to the TRIPS Agreement in force for both Parties; and (c) a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 5. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) procurement by a Party or a State enterprise; or (b) a subsidy or grant provided by a Party or a State enterprise, including a government-supported loan, a guarantee or insurance.

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do not apply to: (a) any measure: (i) existing and non-conforming, maintained in the territory of a Party; (ii) maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments government’s equity interests in, or the assets of, an existing state enterprise or an existing governmental entity, prohibits or imposes limitations on the ownership or control of equity interests or assets or imposes nationality requirements relating to senior management or members of the board of directors; (b) the continuation or prompt renewal of a non-conforming measure referred to in subparagraph (a); or (c) an amendment to a non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 (National Treatment), 5 (Most-FavouredNation Favoured- Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements) do not apply to a measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule to Annex I. 3. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under an agreement as set out in Annex II. 4. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Favoured-Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) the TRIPS Agreement; (b) an amendment to the TRIPS Agreement in force for both Parties; and (c) a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 5. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) procurement by a Party or a State enterprise; or (b) a subsidy or grant provided by a Party or a State enterprise, including a government-supported loan, a guarantee or insurance.

Reservations and Exceptions. 1. Articles 4 X paragraph 1 (National Treatment), 5 X (Most-Favoured-Most Favoured Nation Treatment), 8 X (Senior ManagementManagement and Board of Directors), Boards of Directors and Entry of Personnel) and 9 X (Performance Requirements) ), do not apply to: (a) any measureexisting non-conforming measure that is maintained by a Party at the level of: (i) existing and non-conformingthe European Union, maintained as set out in the territory of a Partyits Annex I; (ii) maintained or adopted after the date of entry into force of this Agreement thata national government, at the time of sale or other disposition of as set out by that Party in its Xxxxx X; (iii) regional government, as set out by that Party in its Annex I; or (iv) a governments equity interests in, or the assets of, an existing state enterprise or an existing governmental entity, prohibits or imposes limitations on the ownership or control of equity interests or assets or imposes nationality requirements relating to senior management or members of the board of directors;local government. (b) the continuation or prompt renewal of a any non-conforming measure referred to in subparagraph (a); or (c) an amendment to a any non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 X paragraph 1 (National Treatment), 5 (Most-FavouredNation X ( Most Favoured Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 X (Performance Requirements), or X (Senior Management and Board of Directors). 2. Articles 4 X paragraph 1 (National Treatment), 5 X (Most-Favoured-Most Favoured Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 X (Performance Requirements) ), X (Senior Management and Board of Directors), do not apply to measures that a Party adopts or maintains with respect to sectors or subsectors as set out in its Annex II. 3. Notwithstanding paragraph 2 of Article X (National Treatment), a Party may adopt or maintain any measure affecting the operation of an enterprise that is not inconsistent with its Annex I or to Annex II, where such measure is: (a) a measure that is adopted before the entry into force of this Agreement; (b) a measure referred to in sub-paragraph (a) that is being continued, renewed or amended after the entry into force of this Agreement, provided the measure is no less consistent with paragraph 2 of Article X after being continued, replaced or amended than the measure as it existed prior to its continuation, replacement or amendment; or (c) a measure covered under its Annex II that is adopted after the entry into force of this agreement and does not fall within sub-paragraph (a) or (b), provided it is not applied in respect of, or in a way that causes loss or damage to, investments made in the territory of the Party before the entry into force of such measure. 4. Article X (Market Access) does not apply to: (a) any existing measure that is maintained by a Party at the level of a local government; the continuation or prompt renewal of such a non-conforming measure; or an amendment to such a measure to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment with Article X (Market Access). (b) any measure that a Party adopts or maintains with respect to sectors, committed sectors or subsectors or activities, as set out in its Schedule to Annex I. 3. Article 5 (Most-Favoured-Nation Treatment) does not apply to treatment accorded by a Party under an agreement as set out in Annex IIIII. 4. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) the TRIPS Agreement; (b) an amendment to the TRIPS Agreement in force for both Parties; and (c) a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 5. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) procurement by a Party or a State enterprise; or (b) a subsidy or grant provided by a Party or a State enterprise, including a government-supported loan, a guarantee or insurance.

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to: (a) any measure: (i) Any measure existing and non-conforming, maintained in the territory of a Party; (ii) Any measure maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments government's equity interests in, or the assets of, an existing state enterprise or an existing governmental entity, prohibits : - Prohibits or imposes limitations on the ownership or control of equity interests or assets assets, or imposes - Imposes nationality requirements relating to senior management or members of the board of directors; (b) the continuation or prompt renewal of a any non-conforming measure referred to in subparagraph (a); or (c) an amendment to a any non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 4 (National Treatment), 5 (Most-FavouredNation Favoured Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. Articles 4 (National Treatment), 5 (Most-Favoured-Favoured Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to a any measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule schedule to Annex I.I 3. Article 5 (Most-Favoured-Favoured Nation Treatment) does shall not apply to treatment accorded by a Party under an agreement as pursuant to agreements set out in Annex II. 4. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) the TRIPS Agreement; (b) an amendment to the TRIPS Agreement in force for both Parties; and (c) a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 5. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) procurement by a Party or a State enterprise; or (b) a subsidy or grant provided by a Party or a State enterprise, including a government-supported loan, a guarantee or insurance.

Reservations and Exceptions. 1. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Boards of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to: ( a) i. any measure: (i) measure existing and non-conforming, maintained in the territory of a Party; (,  ii) . any measure maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition of a governments government’s equity interests in, or the assets of, an existing state enterprise or an existing governmental entity, : o - prohibits or imposes limitations on the ownership or control of equity interests or assets assets, or o - imposes nationality requirements relating to senior management or members of the board of directors; ( b) the continuation or prompt renewal of a any non-conforming measure referred to in subparagraph (a); or ( c) an amendment to a any non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles Articles 4 (National Treatment), 5 (Most-FavouredNation Favoured-Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements). 2. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment), 8 (Senior Management, Board of Directors and Entry of Personnel) and 9 (Performance Requirements) do shall not apply to a any measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule schedule to Annex I. 3. Article 5 (Most-Favoured-Nation Treatment) does shall not apply to treatment accorded by a Party under an agreement as pursuant to agreements set out in Annex II. 4. In respect of intellectual property rights, a Party may derogate from Articles 4 (National Treatment), 5 (Most-Favoured- Favoured-Nation Treatment) and 9(1)(f) (Performance Requirements) in a manner that is consistent with: (a) 1. the TRIPS Agreement; (b) 2. an amendment to the TRIPS Agreement in force for both Parties; and (c) 3. a waiver to the TRIPS Agreement granted pursuant to Article IX of the WTO Agreement. 5. Articles 4 (National Treatment), 5 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Board of Directors) do not apply to: (a) 1. procurement by a Party or a State enterprise; or (b) 2. a subsidy or grant provided by a Party or a State enterprise, including a government-government- supported loan, a guarantee or insurance.