Common use of Surety Clause in Contracts

Surety. 11.1 In consideration of the Owner letting and selling the Ship to the Hirer in terms of this Agreement, the Surety hereby irrevocably and unconditionally guarantees to pay to the Owner, on demand by the Owner all moneys and discharge all obligations and liabilities now or hereafter due, owing or incurred by the Hirer to the Owner under or pursuant to this Agreement and the Hirer's Documents when the same become due for payment or discharge whether by acceleration or otherwise, and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing to the Owner or otherwise acquired by it, denominated in Dollars or in any other currency or in any other manner whatsoever and undertakes that if for any reason the Hirer shall fail to pay any such sum on its due date, the Surety shall immediately on demand by the Owner unconditionally pay such sum to the Owner. 11.2 The Surety's liability under this Agreement shall not be discharged, reduced or otherwise affected in any way by reason of (i) the Owner giving the Hirer time or any other concession, (ii) any composition, discharge, release or other variation of liability entered into with, or granted to, the Hirer, (iii) the Owner taking, holding, varying, realising and not enforcing any other security for the liabilities of the Hirer under this Agreement or the Hirer's Documents, (iv) any amendment, variation or waiver (however fundamental) of any provision of this Agreement or the Hirer's Documents, (v) any legal limitation or incapacity relating to the Hirer, (vi) the invalidity or unenforceability of the obligations of the Hirer under this Agreement or the Hirer's Documents or (vii) any other act or omission of the Owner or any other circumstances which, but for this provision, might discharge the Surety. 11.3 The Surety agrees to pay interest on each amount demanded of it under this clause 11 from the date of demand until payment (as well after as before judgment) at the Relevant Rate of Interest calculated on day to day basis. Such interest shall be compounded monthly if not paid on demand but without prejudice to the Owner's right to require payment of such interest. 11.4 The obligations of the Surety under this clause 11 shall continue in effect until all sums whatsoever payable by the Hirer under this Agreement have been finally paid in full, notwithstanding any intermediate payment, partial settlement or other matter and will survive the termination of this Agreement. 11.5 The Surety shall make all payments hereunder to the Owner in full, without set-off or counterclaim and free and clear of any deductions or withholdings provided that if at any time the Surety is required by law to make any deduction or withholding in respect of any taxes, duties or other charges or withholdings from any payment due hereunder, the sum due from the Surety in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives on the due date and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.

Surety. 11.1 In consideration Guarantors, who have signed at the end of the Owner letting and selling Agreement, agree to provide surety in the Ship capacity of "Ordinary Guarantor". Guarantors are responsible for the Customer's debts to the Hirer Bank arising from the Agreement, to be limited to the surety limit specified in terms the Agreement. The principal, interest on the principal, BITT, RUSF and the default (delay) interest amount to be accrued over the default (delay) interest rate specified in this agreement, commission, all kinds of fees and attorney's fees, litigation and follow-up fees, and any other fees that may be demanded from the debtor, provided that they remain within legal limits, are added to the surety limit. The guarantor's responsibility covers all these matters. The Bank and the Ordinary Guarantors accept, declare and undertake that; a. The consent of the spouse must be provided by the guarantors and submitted to the Bank until the establishment of the surety agreement at the latest, as required by the Article 584 of the TLO, that b. As required by the Article 585 of the TLO, the Bank cannot follow-up the guarantor unless it resorts to the debtor, but it may resort directly to the guarantor in cases where; • A final insolvency certificate is obtained as a result of the follow-up made by third parties against the debtor. • Proceedings against the debtor in Turkey become impossible or significantly more difficult. • The debtor is declared bankrupt. • The debtor has been given a time extension for arrangement, that c. As required by the Article 592 of the TLO, The Bank shall deliver the notes payable that may be useful to the guarantors who pay the debt in exercising their rights and provide the necessary information, and will also deliver to the guarantors the pledges and other guarantees that existed during the surety or subsequently provided by the principal debtor for the receivable, or take the necessary actions for their transfer, but that the Bank may not perform the delivery and transfer transactions mentioned in this article until the receivables are completely liquidated due to the priority of the pledge and lien rights the Bank has in case of the existence of other receivables of the Bank, that d. As required by the Article 598 of the TLO, this guarantee is given indefinitely, that the guarantee given by a natural person will automatically cease to exist after ten years from the establishment of this Agreementsurety agreement, that the surety period may be extended for a new period of ten years at most, provided that it is made one year before the expiry of the surety at the earliest, by the written declaration of the guarantors in accordance with the form of the surety agreement, and that ten-year period is not in question in case the surety is given by a legal person, that e. The guarantors are also responsible and liable to the Bank for all matters included in the Agreement due to the credits extended to the Customer by the Bank, depending on the type of credit and the way it is opened, that f. In order to ensure that the Bank protects its own rights, the Surety hereby irrevocably and unconditionally guarantees to pay to guarantors will immediately inform the Owner, on demand by Bank as soon as they learn about the Owner all moneys and discharge all obligations and liabilities now bankruptcy of any of the credit debtors or hereafter due, owing or incurred by the Hirer to the Owner under or pursuant to this Agreement and the Hirer's Documents when the same become due for payment or discharge whether by acceleration or otherwise, and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing to the Owner or otherwise acquired by it, denominated in Dollars or in any other currency or in any other manner whatsoever and undertakes that if for any reason the Hirer shall fail to pay any such sum on its due dateguarantors, the Surety shall immediately on demand by books of the Owner unconditionally pay such sum to goods kept, the Owner. 11.2 The Surety's liability under this Agreement shall not be discharged, reduced bankruptcy suspension or otherwise affected in any way by reason of (i) the Owner giving the Hirer time or any other concession, (ii) any composition, discharge, release or other variation of liability entered into witharrangement request made, or granted tothe state of death, the Hirer, (iii) the Owner taking, holding, varying, realising and not enforcing any other security for the liabilities of the Hirer under this Agreement or the Hirer's Documents, (iv) any amendment, variation or waiver (however fundamental) of any provision of this Agreement or the Hirer's Documents, (v) any legal limitation or incapacity relating to the Hirer, (vi) the invalidity or unenforceability of the obligations of the Hirer under this Agreement or the Hirer's Documents or (vii) any other act or omission of the Owner or any other circumstances which, but for this provision, might discharge the Surety.that 11.3 The Surety agrees to pay interest on each amount demanded of it under this clause 11 from the date of demand until payment (as well after as before judgment) at the Relevant Rate of Interest calculated on day to day basis. Such interest shall be compounded monthly if not paid on demand but without prejudice to the Owner's right to require payment of such interest. 11.4 The obligations of the Surety under this clause 11 shall continue in effect until all sums whatsoever payable by the Hirer under this Agreement have been finally paid in full, notwithstanding any intermediate payment, partial settlement or other matter and will survive the termination of this Agreement. 11.5 The Surety shall make all payments hereunder to the Owner in full, without set-off or counterclaim and free and clear of any deductions or withholdings provided that if at any time the Surety is required by law g. Not to make any deduction transactions during the period of their suretyship that will reduce their movable and immovable assets below the maximum amount they guaranteed by the Agreement, genuinely or withholding by concealment, by collusion or by acknowledging unfounded debts, not to destroy their assets, not to dispose of them gratuitously or in respect a way that would harm the Bank, and not to transfer them to third parties, not to establish pledges, mortgages and similar real rights on them in favor of third parties, not to take any taxesactions that would reduce their value, duties or other charges or withholdings from any payment due hereunder, that h. The information they have declared about themselves in the sum due from the Surety in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives on the due date and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.Application Form is correct

Surety. 11.1 In consideration 22.1 The Surety agrees to be surety in accordance with the provisions on its behalf contained in the Lease (and will execute a counterpart thereof when called upon to do so) and if at any time during the currency of this Agreement (including all matters that remain to be observed and performed notwithstanding completion hereof) the Tenant shall fail to perform and/or comply with any of the Owner letting terms and selling conditions on its behalf contained the Ship Surety shall perform observe and comply with such terms and conditions. 22.2 The Surety guarantees to the Hirer Landlord that the Tenant will promptly comply with the terms and conditions contained in terms of this Agreement, the Surety hereby irrevocably and unconditionally guarantees to pay to the Owner, on demand by the Owner all moneys and discharge all obligations and liabilities now or hereafter due, owing or incurred by the Hirer to the Owner under or pursuant to this Agreement and the Hirer's Documents when the same become due for payment or discharge whether by acceleration or otherwise, Lease. 22.3 The Surety will pay and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing make good to the Owner Landlord all losses damages costs and expenses arising as a result of any default by the Tenant in complying with the terms and conditions contained in this Agreement. 22.4 The Surety agrees that no time or otherwise acquired indulgence granted to the Tenant by it, denominated in Dollars or the Landlord nor any variation of the terms of this Agreement that is not prejudicial to the Surety to a material degree nor any other thing by virtue of which but for this provision the Surety would have been released will in any other currency or in any other manner whatsoever way release the obligations of the Surety to the Landlord under this clause except where the Surety would otherwise be released pursuant to the Landlord and undertakes Tenant (Covenants) Xxx 0000. 22.5 The Surety agrees that if for this Agreement is disclaimed by or on behalf of the Tenant under any reason statutory or other power or if this Agreement is terminated by the Hirer shall fail Landlord pursuant to pay any such sum on its due dateclause 20, the Surety shall immediately on demand if so required by the Owner unconditionally pay Landlord by written notice within one month after notice of a disclaimer has been received by the Landlord or after such sum to termination enter into a new contract with the Owner. 11.2 The Surety's liability under Landlord in the same form as this Agreement shall not be discharged, reduced or otherwise affected in any way by reason of (i) the Owner giving the Hirer time or any other concession, (ii) any composition, discharge, release or other variation of liability entered into with, or granted to, the Hirer, (iii) the Owner taking, holding, varying, realising and not enforcing any other security for the liabilities of the Hirer under this Agreement or the Hirer's Documents, (iv) any amendment, variation or waiver (however fundamental) of any provision of this Agreement or the Hirer's Documents, (v) any legal limitation or incapacity relating to the Hirer, (vi) the invalidity or unenforceability of the obligations of the Hirer under this Agreement or the Hirer's Documents or (vii) any other act or omission of the Owner or any other circumstances which, but except for this provision, might discharge clause) and the Surety. 11.3 The Surety agrees to pay interest on each amount demanded of it under this clause 11 new contract shall take effect from the date of demand until payment (as well after as before judgment) at the Relevant Rate disclaimer and the Surety shall pay the Landlord’s reasonable and proper costs and disbursements together with Value Added Tax incurred in the preparation and completion of Interest calculated on day to day basis. Such interest shall be compounded monthly if not paid on demand but without prejudice the new contract and execute and deliver it to the Owner's right Landlord PROVIDED ALWAYS THAT the Surety having received the above mentioned notice may within fourteen days of receipt nominate a Group Company to require payment of be Tenant under the new contract and PROVIDED FURTHER THAT it shall guarantee such interest. 11.4 The obligations of Group Company in the same terms as it is Surety under this clause 11 Agreement and in such case it shall continue in effect until all sums whatsoever payable by procure that the Hirer under this Agreement have been finally paid in full, notwithstanding any intermediate payment, partial settlement or other matter Group Company shall enter into such contract accordingly and will survive executes the termination of this Agreement. 11.5 The counterpart and where the Surety shall make all payments hereunder to execute the Owner in full, without set-off or counterclaim counterpart as Surety and free and clear of any deductions or withholdings provided that if at any time the Surety is required by law shall procure payment or pay all costs and duties in relation to make any deduction or withholding in respect of any taxes, duties or other charges or withholdings from any payment due hereunder, the sum due from the Surety in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives on the due date and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be madeit.

Surety. 11.1 In consideration of the Owner letting and selling the Ship to the Hirer in terms of this Agreement, the Surety hereby irrevocably and unconditionally guarantees to pay to the Owner, on demand by the Owner all moneys and discharge all obligations and liabilities now or hereafter due, owing or incurred by the Hirer to the Owner under or pursuant to this Agreement and the Hirer's Documents when the same become due for payment or discharge whether by acceleration or otherwise, and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing to the Owner or otherwise acquired by it, denominated in Dollars or in any other currency or in any other manner whatsoever and undertakes that if for any reason the Hirer shall fail to pay any such sum on its due date, the Surety shall immediately on demand by the Owner unconditionally pay such sum to the Owner. 11.2 The Surety's liability under this Agreement shall not be discharged, reduced or otherwise affected in any way by reason of (i) the Owner giving the Hirer time or any other concession, (ii) any composition, discharge, release or other variation of liability entered into with, or granted to, the Hirer, (iii) the Owner taking, holding, varying, realising and not enforcing any other As further security for the liabilities Bank Indebtedness, Borrower shall cause to be executed and delivered to Bank, the absolute, unconditional, joint and several surety agreement (the "Surety Agreement") of Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx (collectively, "Guarantors") in form and content satisfactory to Bank. The liability of Guarantors under the Hirer under this Surety Agreement shall be limited to an aggregate principal amount equal to Three Million Dollars ($3,000,000.00) (the "Maximum Surety Amount"), together with interest thereon and all costs incurred in collecting such sums. Provided that (a) Borrower has complied with all financial covenants set forth in Section 8.1 below (as the same may be amended from time to time, unless such amendments were in connection with an Event of Default or agreed to by Bank in order to avoid the occurrence of an Event of Default), and (b) no other Event of Default or event which with the giving of notice or the Hirerpassage of time or both would become an Event of Default shall have occurred and is continuing, the Maximum Surety Amount will be reduced to One Million Five Hundred Thousand Dollars ($1,500,000.00) upon request of Guarantors and upon: (a) receipt by Bank of Borrower's Documentsannual audited financial statements for Borrower's fiscal year ending December 31, 1997, showing Net Income (ivbefore taxes) for such year of not less than Four Million Dollars ($4,000,000.00); (b) delivery of evidence satisfactory to Bank that Borrower has maintained excess availability for advances under the Line (not including any amendment, variation or waiver (however fundamentalPermitted Out-of-Formula Advance) of any provision at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) for ninety (90) consecutive days preceding the date of this Agreement such reduction and that no accounts payable of Borrower during such ninety (90) day period and on the date of such reduction are or the Hirer's Documents, were past due; and (vc) any legal limitation or incapacity relating to the Hirer, Bank having a period of thirty (vi30) the invalidity or unenforceability of the obligations of the Hirer under this Agreement or the Hirer's Documents or (vii) any other act or omission of the Owner or any other circumstances which, but for this provision, might discharge the Surety. 11.3 The Surety agrees to pay interest on each amount demanded of it under this clause 11 days from the date of demand until payment receipt of the items referred to in (as well after as before judgmenta) at and (b) above to review and verify the Relevant Rate of Interest calculated on day to day basis. Such interest shall be compounded monthly if not paid on demand but without prejudice to the Owner's right to require payment of such interestinformation contained therein. 11.4 The obligations (i) delivery of the Surety under this clause 11 shall continue evidence satisfactory to Bank that Borrower has received additional cash equity in effect until all sums whatsoever payable by the Hirer under this Agreement have been finally paid in full, notwithstanding any intermediate payment, partial settlement or other matter and will survive the termination of this Agreement. 11.5 The Surety shall make all payments hereunder to the Owner in full, without set-off or counterclaim and free and clear of any deductions or withholdings provided that if at any time the Surety is required by law to make any deduction or withholding in respect of any taxes, duties or other charges or withholdings from any payment due hereunder, the sum due from the Surety in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives on the due date and retains a net sum an amount equal to the sum which it would have received had no at least Ten Million Dollars ($10,000,000.00) (net of all offering expenses); or (ii) delivery of evidence satisfactory to Bank that (A) for a period of two (2) consecutive fiscal years, (1) Borrower achieved profitability for each such deduction or withholding been required to be made.fiscal year, and

Surety. 11.1 In consideration 1. SUBDIVIDER agrees to furnish the VILLAGE, on or before the effective date of this AGREEMENT in the form of certified checks, irrevocable letter of credit, contractors performance bonds, or other such form as deemed acceptable by the VILLAGE (previously and hereafter generally referred to as the SURETY), in the minimum amount of EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($850,000.00) to secure performance of PHASE A of the Owner letting and selling SUBDIVISION in accordance with the Ship to the Hirer in terms of this Agreement, the Surety hereby irrevocably and unconditionally guarantees to pay to the Owner, VILLAGE’S ORDINANCES. The SURETY shall be performable on demand by the Owner all moneys VILLAGE and discharge all obligations and liabilities now or hereafter duewill bear an expiration date not earlier than October 15, owing or incurred 2020. The amount of SURETY required for each subsequent PHASE shall be 100% of the amount determined necessary to cover the cost of IMPROVEMENTS for that PHASE by the Hirer VILLAGE ENGINEER in conjunction with the approval and release of each PHASE by the VILLAGE BOARD. The SURETY provider shall give notice to the Owner under or pursuant VILLAGE sixty (60) days prior to this Agreement the expiration date and the Hirer's Documents when VILLAGE will indicate to SUBDIVIDER the same become due required amount of continuing SURETY to be extended for payment or discharge whether by acceleration or otherwise, and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing another period. Failure to renew the SURETY prior to the Owner or otherwise acquired by it, denominated in Dollars or in any other currency or in any other manner whatsoever thirty (30) days before expiration is grounds for the VILLAGE to declare a default and undertakes that if to make a claim for any reason the Hirer shall fail to pay any such sum on its due date, full amount of the Surety shall immediately on demand by the Owner unconditionally pay such sum SURETY. The SURETY will be payable to the Owner. 11.2 The Surety's liability under this Agreement shall not be discharged, reduced or otherwise affected in VILLAGE at any way by reason of time upon presentation of: (i) a sight draft drawn on the Owner giving issuing bank in the Hirer time or any other concession, amount to which the VILLAGE is entitled to draw pursuant to the terms of this AGREEMENT; (ii) any composition, discharge, release or other variation of liability entered into with, or granted to, the Hirer, an affidavit executed by an authorized VILLAGE official stating that SUBDIVIDER is in default under this AGREEMENT; and (iii) the Owner taking, holding, varying, realising and not enforcing any other security for the liabilities original of the Hirer under this Agreement SURETY. 2. As work progresses on installation of IMPROVEMENTS constructed as part of the AGREEMENT, the VILLAGE ENGINEER, upon written request from SUBDIVIDER from time to time, is authorized to recommend a reduction in the amount of SURETY as hereinafter provided. When portions of construction (water, sanitary sewer, street, sidewalk, greenway or other IMPROVEMENTS) are completed by SUBDIVIDER, and determined acceptable by the Hirer's DocumentsVILLAGE ENGINEER, (iv) any amendmentthe VILLAGE PRESIDENT is authorized following approval by the VILLAGE BOARD and upon submission of lien waivers by SUBDIVIDER’S contractors, variation or waiver (however fundamental) to reduce the amount of any provision SURETY. 3. Upon acceptance by the VILLAGE BOARD of the IMPROVEMENTS constructed as part of this Agreement or AGREEMENT, the Hirer's DocumentsVILLAGE agrees to reduce the SURETY to an amount equal to an estimate by the VILLAGE ENGINEER to secure performance of the GUARANTEE described in this AGREEMENT (SECTION I (H)), (v) any legal limitation or incapacity relating subject to the Hirerapproval, (vi) the invalidity or unenforceability and recommendation of the obligations of the Hirer under this Agreement or the Hirer's Documents or (vii) any other act or omission of the Owner or any other circumstances which, but for this provision, might discharge the SuretyVILLAGE ENGINEER and VILLAGE ATTORNEY. 11.3 The Surety agrees to pay interest on each amount demanded of it under this clause 11 from the date of demand until payment (as well after as before judgment) at the Relevant Rate of Interest calculated on day to day basis. Such interest shall be compounded monthly if not paid on demand but without prejudice to the Owner's right to require payment of such interest. 11.4 The obligations of the Surety under this clause 11 shall continue in effect until all sums whatsoever payable by the Hirer under this Agreement have been finally paid in full, notwithstanding any intermediate payment, partial settlement or other matter and will survive the termination of this Agreement. 11.5 The Surety shall make all payments hereunder to the Owner in full, without set-off or counterclaim and free and clear of any deductions or withholdings provided that if at any time the Surety is required by law to make any deduction or withholding in respect of any taxes, duties or other charges or withholdings from any payment due hereunder, the sum due from the Surety in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives on the due date and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.

Surety. 11.1 In consideration of (a) Each Surety Provider, severally and not jointly, hereby unconditionally and absolutely agrees to pay from legally available funds when due the Owner letting principal of, and selling the Ship to the Hirer in terms of this Agreementinterest on, the Surety hereby irrevocably and unconditionally guarantees to pay to the OwnerSeries 2012 Bonds, on whether at stated maturity, by acceleration, demand by the Owner all moneys and discharge all obligations and liabilities now or hereafter due, owing or incurred by the Hirer to the Owner under or pursuant to this Agreement and the Hirer's Documents when the same become due for payment or discharge whether by acceleration or otherwise, as and whether when such moneys, obligations or liabilities payments are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing required to be made from the Series 2012 Debt Service Reserve Account pursuant to the Owner provisions of Section 3.05 of the Master Indenture and Section 4.04 of the Eighth Supplemental Indenture (collectively, the "Secured Obligations"); provided, however, that the total liability of each Surety Provider hereunder, regardless of any amendment or otherwise acquired modification to the Master Indenture or the Eighth Supplemental Indenture, is limited to three million six hundred thousand dollars $3,600,000 and the total aggregate liability of both Surety Providers shall not exceed seven million two hundred thousand dollars $7,200,000), as may be reduced pursuant to Sections 2.01(b) and (c) hereof (individually and collectively, the “Liability Cap”). Each Surety Provider's obligations and liability under this Surety Agreement shall be limited to payment obligations only and each Surety Provider shall have no obligation to perform any duty or requirement under the Master Indenture or the Eighth Supplemental Indenture. Neither Surety Provider shall be responsible for the payment obligations of the other Surety Provider. Each demand for payment under this Surety Agreement shall be paid by itthe Surety Providers on a pro rata basis. (b) The Liability Cap shall be automatically reduced on or after October 1 following written notice by the Trustee to the Obligor and the Surety Providers that Revenues (as defined in the Master Indenture) have been deposited into the Series 2012 Debt Service Reserve Account on or prior to October 1 in each of the respective years and the amounts set forth on Schedule A (the “Annual Cash Deposit”) such that, denominated following the Annual Cash Deposit and after giving effect to the reduction of the Liability Cap, the amount available in Dollars or the Series 2012 Debt Service Reserve Account is equal to the Debt Service Reserve Requirement for the Series 2012 Bonds. Notwithstanding anything contained herein to the contrary, in any other currency or in any other manner whatsoever and undertakes the event that if the full amount of the Annual Cash Deposit is not made for any reason and/or the Hirer shall fail to pay available amount in the Series 2012 Debt Service Reserve Account following any such sum on its due dateAnnual Cash Deposit does not equal the Debt Service Reserve Requirement, the Surety shall immediately on demand by the Owner unconditionally pay such sum to the Owner. 11.2 The Surety's liability under this Agreement shall not be discharged, reduced or otherwise affected in any way by reason of then (i) the Owner giving Liability Cap shall be reduced by the Hirer time or any other concessionamount of such Annual Cash Deposit, if any, and (ii) any composition, discharge, release or other variation the Annual Cash Deposit for the next year as shown on Exhibit A shall be deemed to be automatically increased by the greater of liability entered into with, or granted to, the Hirer, (iiix) the Owner taking, holding, varying, realising difference between the Annual Cash Deposit set forth in Exhibit A (as the same may previously have been adjusted) and not enforcing any other security for the liabilities Revenues deposited in the Series 2012 Debt Service Reserve Account in the applicable year and (y) the difference between the applicable Debt Service Reserve Requirement and the amount then on deposit in the Series 2012 Debt Service Reserve Account. The Trustee shall reflect such automatic increase in the schedule set forth in Exhibit A as required by the previous sentence but in no event shall the total aggregate liability of both Surety Providers exceed the Hirer limit set forth in Section 2.01(a) above. (c) Payments made under this Surety Agreement or shall also reduce the Hirer's Documents, (iv) any amendment, variation or waiver (however fundamental) of any provision of this Agreement or the Hirer's Documents, (v) any legal limitation or incapacity relating to the Hirer, (vi) the invalidity or unenforceability of the obligations of the Hirer under this Agreement or the Hirer's Documents or (vii) any other act or omission of the Owner or any other circumstances which, but for this provision, might discharge the Surety. 11.3 The Surety agrees to pay interest on each amount demanded of it under this clause 11 from the date of demand until payment (as well after as before judgment) at the Relevant Rate of Interest calculated on day to day basis. Such interest shall be compounded monthly if not paid on demand but without prejudice to the Owner's right to require payment of such interest. 11.4 The obligations of the Surety under this clause 11 shall continue in effect until all sums whatsoever payable by the Hirer under this Agreement have been finally paid in full, notwithstanding any intermediate payment, partial settlement or other matter and will survive the termination of this Agreement. 11.5 The Surety shall make all payments hereunder to the Owner in full, without set-off or counterclaim and free and clear of any deductions or withholdings provided that if at any time the Surety is required by law to make any deduction or withholding in respect of any taxes, duties or other charges or withholdings from any payment due hereunder, the sum due from the Surety in respect of such payment shall be increased Liability Cap to the extent necessary to ensure that, after the making of such deduction or withholdingpayment, provided that the Bank receives on the due date and retains a net sum equal Liability Cap shall be automatically reinstated to the sum which it would have received had extent of the reimbursement of such payments by the Trustee as provided in Section 3.02 hereof. The Trustee shall notify the Surety Providers and the Obligor in writing no later than the fifth (5th) day following the reimbursement to the Surety Providers by the Trustee that the Liability Cap has been reinstated to the extent of such deduction or withholding been reimbursement as provided in Section 3.02 hereof. (d) The Obligor and the Trustee acknowledge and agree that all payments required to be mademade by each Surety Provider pursuant to this Surety Agreement shall be payable from legally available revenues or other sources in POLA’s and POLB’s respective “Harbor Revenue Fund” and not from any other fund or account of POLA, the City of Los Angeles, POLB or the City of Long Beach. For sake of clarity, all payments made by the Surety Providers hereunder shall be payable from the same sources from which Shortfall Advances are made by POLA and POLB. With respect to payments made by POLA pursuant to this Surety Agreement, the Obligor and the Trustee acknowledge and agree that such payments shall not constitute operation and maintenance costs or expenses under POLA’s existing bond indenture, nor shall such payments be included in the calculation of the debt service coverage ratio for purposes of such bond indenture.

Surety. 11.1 15.1 In consideration of the Owner letting and selling Landlord entering into this agreement at the Ship to the Hirer in terms request of this Agreement, the Surety hereby irrevocably and unconditionally guarantees to pay to the Owner, on demand by the Owner all moneys and discharge all obligations and liabilities now or hereafter due, owing or incurred by the Hirer to the Owner under or pursuant to this Agreement and the Hirer's Documents when the same become due for payment or discharge whether by acceleration or otherwise, and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing to the Owner or otherwise acquired by it, denominated in Dollars or in any other currency or in any other manner whatsoever and undertakes that if for any reason the Hirer shall fail to pay any such sum on its due date, the Surety shall immediately on demand by will procure the Owner unconditionally pay such sum to the Owner. 11.2 The Surety's liability under this Agreement shall not be discharged, reduced or otherwise affected in any way by reason observance and performance of (i) the Owner giving the Hirer time or any other concession, (ii) any composition, discharge, release or other variation of liability entered into with, or granted to, the Hirer, (iii) the Owner taking, holding, varying, realising and not enforcing any other security for the liabilities of the Hirer under this Agreement or the Hirer's Documents, (iv) any amendment, variation or waiver (however fundamental) of any provision of this Agreement or the Hirer's Documents, (v) any legal limitation or incapacity relating to the Hirer, (vi) the invalidity or unenforceability of all the obligations of the Hirer Tenant under this Agreement or agreement and in the Hirer's Documents or (vii) case of any other act or omission default the Surety will observe and perform such obligations as if the Surety instead of the Owner or any other circumstances which, but for this provision, might discharge Tenant were liable therefor as a principal obligor and not merely as a surety and the Surety. 11.3 The Surety agrees with the Landlord as a primary obligation to pay interest keep the Landlord indemnified on each amount demanded demand against all losses damages costs and expenses incurred by the Landlord as a result of it any failure by the Tenant to observe and perform such obligations or as a result of any obligation of the Tenant under this agreement being or becoming unenforceable 15.2 If this agreement is disclaimed by or on behalf of the Tenant or is terminated in relation to the Tenant pursuant to clause 11 12 the Surety will (if so required by the Landlord by written notice within three months after such disclaimer or after the date of the Landlord's notice of termination under clause 12 (as the case may be)) enter into a new agreement with the Landlord containing the same conditions and provisions as this agreement (except this clause 15) and the new agreement will take effect from the date of demand until payment (as well after as before judgment) at the Relevant Rate disclaimer or such notice of Interest calculated on day to day basis. Such interest shall be compounded monthly if termination and in such case the Surety will [***] pay the Landlord's [***] in connection with such agreement 15.3 The insolvency of the Tenant will not paid on demand but without prejudice to affect the Owner's right to require payment of such interest. 11.4 The obligations liability of the Surety under this clause 11 shall continue in effect until all sums whatsoever payable agreement and any money received or recovered by the Hirer under this Agreement have been finally paid in full, notwithstanding any intermediate payment, partial settlement or other matter and will survive the termination of this Agreement. 11.5 The Surety shall make all payments hereunder to the Owner in full, without set-off or counterclaim and free and clear of any deductions or withholdings provided that if at any time the Surety is required by law to make any deduction or withholding in respect of any taxes, duties or other charges or withholdings from any payment due hereunder, the sum due Landlord from the Surety may be placed in respect of such payment shall be increased to a separate or suspense account by the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives Landlord without any obligation on the due date and retains a net sum equal Landlord to apply it in or towards the sum which it would have received had no such deduction or withholding been required to be madedischarge of the Tenant's obligations under this [***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Surety. 11.1 In consideration of the Owner letting Landlord agreeing to enter into this Agreement with the Tenant (at the request of the Surety) 17.1 The Surety hereby unconditionally and selling the Ship irrevocably guarantees to the Hirer in terms of this Agreement, Landlord the Surety hereby irrevocably and unconditionally guarantees to pay to the Owner, on demand performance by the Owner all moneys Tenant of the stipulations and discharge all obligations and liabilities now or hereafter due, owing or incurred by duties on the Hirer to the Owner under or pursuant to Tenant's part contained in this Agreement and the Hirer's Documents when payment by the same become due for payment or discharge whether by acceleration or otherwise, and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing Tenant to the Owner Landlord of all sums of money due or otherwise acquired by it, denominated in Dollars or in any other currency or in any other manner whatsoever becoming due to the Landlord thereunder (all of which are hereinafter referred to as the "Guaranteed Obligations") and the Surety unconditionally undertakes with the Landlord that if for any reason and whenever the Hirer Tenant shall fail be in default in relation to pay any such sum on its due date, the Guaranteed Obligations the Surety shall immediately on will forthwith upon the written demand by of the Owner unconditionally landlord pay such sum to the Owner. 11.2 The Surety's liability under this Agreement shall not be discharged, reduced or otherwise affected Landlord the whole amount in any way by reason respect of (i) which the Owner giving the Hirer time or any other concession, (ii) any composition, discharge, release or other variation of liability entered into with, or granted to, the Hirer, (iii) the Owner taking, holding, varying, realising and not enforcing any other security for the liabilities of the Hirer under this Agreement or the Hirer's Documents, (iv) any amendment, variation or waiver (however fundamental) of any provision of this Agreement or the Hirer's Documents, (v) any legal limitation or incapacity relating to the Hirer, (vi) the invalidity or unenforceability of the obligations of the Hirer under this Agreement or the Hirer's Documents or (vii) any other act or omission of the Owner or any other circumstances which, but for this provision, might discharge the Surety. 11.3 The Surety agrees to pay interest on each amount demanded of it under this clause 11 from the date of demand until payment (as well after as before judgment) at the Relevant Rate of Interest calculated on day to day basis. Such interest shall be compounded monthly if not paid on demand but without prejudice to the Owner's right to require payment of such interest. 11.4 The obligations of the Surety under this clause 11 shall continue Tenant is so in effect until all sums whatsoever payable by the Hirer under this Agreement have been finally paid in full, notwithstanding any intermediate payment, partial settlement or other matter default and will survive indemnify and keep indemnified the termination of this Agreement. 11.5 The Surety shall make all payments hereunder to the Owner in full, without set-off or counterclaim and free and clear of any deductions or withholdings provided that if at any time the Surety is required by law to make any deduction or withholding Landlord in respect of any taxes, duties non performance non observance or other charges breach and will by way of primary obligation perform observe or withholdings keep (as the case may be) the stipulations obligations or duties in respect of which the Tenant is so in default 17.2 The Surety shall not be exonerated or discharged from its liability hereunder by any payment due hereunder, insolvency or the sum due liquidation of the Tenant or the Surety or by the time being given to the Tenant or the Surety or by any 17.3 Moneys payable by the Tenant or the Surety shall be paid to the Landlord to such account in England as the Landlord shall from time to time require in writing 17.4 The Surety represents and warrants to the Landlord that the Surety has full power authority and legal right to enter into the obligations contained in this Clause 17 17.5 The rights and obligations of the parties hereto shall be governed and construed in accordance with English law 17.6 The Surety hereby irrevocably:- 17.6.1 agrees that the Courts of England and Wales shall have jurisdiction to hear and determine any suit action or proceeding arising out of or relating to this Agreement (including this Clause 17) and 17.6.2 waives to the fullest extent permitted by law any objection which the Surety may now or hereafter have to the jurisdiction of the Courts of England and Wales to hear and determine any suit action or proceeding arising out of or relating to this Agreement (including this Clause 17) or any claim that any such Court is not a convenient or appropriate forum 17.6.3 agrees that the process by which any suit action or proceeding is begun may be served on the Surety by being delivered in connection with any suit action or proceeding in England to the Tenant 17.7 The submission to the jurisdiction of the Courts referred to in Clause 17.7 shall not (and shall not be construed as to) limit the right of the Landlord to take proceedings against the Surety in respect any other Court of such payment competent jurisdiction nor shall be increased to the extent necessary to ensure that, after taking of proceedings in any one or more jurisdictions preclude the making taking of such deduction proceedings in any other jurisdiction whether concurrently or withholding, not IN WITNESS the Bank receives hands of the parties hereto or their duly authorised representatives the day and year hereinbefore written Signed [Signature Illegible] --------------------------------------- A director for and on the due date and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.behalf of ECC Simulation Limited [Signature Illegible]