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 (1) The Contractor shall furnish a performance bond in the form of a bank guarantee issued by a bank acceptable to the Owner (the “Surety”) in the form of Exhibit G1 (the “First Performance Guarantee”). The amount guaranteed will be the amount of the Initial Payment stipulated in Article 29, Such First Performance Guarantee shall remain in place until the day on which the Progress Payment stipulated in Article 29 is made by the Owner. At the time the Owner letting and selling makes the Ship Progress Payment to the Hirer Contractor, the Contractor will furnish the Owner with another performance bond (the “Second Performance Guarantee” and collectively with the First Performance Guarantee, the “Performance Guarantee”). The Second Performance Guarantee will guarantee the amount of 15% of the Contract Price, and the Owner will then return the First Performance Guarantee to the Contractor. The Second Performance Guarantee shall remain in place until the construction has been completed in accordance with Article 25 and shall be returned to the Contractor upon the date of delivery of the Object of Contract under Article 2~ hereof. (2) If the Contractor should fail to perform under the terms of this Agreement, the Surety hereby irrevocably shall be liable with the Contractor for the pecuniary obligations under the performance Guarantee and unconditionally guarantees Defect., Liability Guarantee. (3) The Owner may require the Contractor to pay replace his Surety, if an Insolvency Event occurs to the Owner, on demand by the Owner all moneys and discharge all obligations and liabilities now Surety 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 if otherwise acquired by it, denominated in Dollars or in any other currency or in any other manner whatsoever and undertakes it becomes clear 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 is unable to the Ownerperform its obligations. 11.2 The Surety's liability under this Agreement shall not be discharged, reduced or otherwise affected in any way by reason of (i4) 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 At the date of demand until payment (as well after as before judgment) at delivery of the Relevant Rate Object of Interest calculated on day to day basis. Such interest the Contract, the Contractor shall be compounded monthly if not paid furnish an irrevocable on demand but without prejudice to defect liability guarantee in the Owner's right to require payment form of such interest. 11.4 The obligations of the Surety under this clause 11 shall continue in effect until all sums whatsoever payable a bank guarantee~ issued 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 a bank acceptable to the Owner in fullthe form of Exhibit G2 (the “Defects Liability Guarantee”). The Defects Liability Guarantee will stipulate the amount guaranteed as 3% of the Contract Price. In the event that the Contract Price is increased pursuant to Article 33, without set-off or counterclaim and free and clear then the amount of any deductions or withholdings provided that if at any time the Surety is required by law to make any deduction or withholding Defects Liability Guarantee will be adjusted accordingly. The Defects Liability Guarantee will remain in respect place until the expiry of any taxes, duties or other charges or withholdings from any payment due hereunder, the sum due a three year period from the Surety delivery of the Object of the Contract in respect accordance with paragraph (5) 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 madeArticle 25.

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 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 (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 In consideration The Owner shall be required to deposit with the Township prior to the start of construction of the Owner letting public improvements for the project per the approved preliminary plat, either cash, an Irrevocable Letter of Credit drawn upon an FDIC insured banking institution licensed to do business in the State of Minnesota or a performance and selling payment bond with an automatic renewal provision, in an amount equal to 125 percent of the Ship estimated cost of the public improvements, such estimate is based on received bids or other evidence satisfactory to the Hirer Township as set forth in terms EXHIBIT F. Any such Surety shall name Rochester Township as a party entitled upon violation of this Agreement to draw on said instrument. The Owner shall deposit $5,000.00 in cash with the Township for payment of incidental expenses of the Township for which the Owner is responsible hereunder. The Township may access such funds without prior approval of Owner to reimburse itself for costs and expenses for which Owner is responsible to pay the Township amounts that were escrowed with it that have been spent. As required by the Township, the Owner shall replenish the funds held in this account periodically after receiving a full accounting of the money spent to date. The Surety shall be in effect for two (2) years from the Township’s acceptance of the Project. The Owner shall be required to periodically renew the Surety, as necessary, to ensure that the Surety is DEVELOPMENT AGREEMENT XXXXXX MEADOW ESTATES THIRD JANUARY 2023 in place for the entire period when the Work is being performed and during the Warranty period as set forth herein. If the Work or the Warranty period as set forth herein shall continue past two (2) years, the Surety must be renewed for the applicable period. If the Surety is to expire, and is required by this Agreement to be renewed, failure to provide written evidence to the Township of renewal of the Surety at least 30 days prior to expiration of the Surety shall constitute a default under this Agreement, permitting the Township to draw down the Surety, in whole or in part. Periodically, the Owner may request that the Township reduce the amount of Surety based on the work completed. However, at no time during the Warranty period shall the amount of the Surety be reduced to an amount less than 150% of the anticipated costs of the Work yet to be completed in the judgment of the Town board or in any event to the amount not less than 25% of the total cost of the public improvements as estimated by the Township's Engineer as the result of its inspections pursuant to Section Q. hereof. If Township inspects the Work and determines that Owner is in default of its obligations to perform the Work hereunder, or if the Developer fails to make any payments or reimbursements to the Township as called for in this Agreement, the Township shall provide written notice to Owner of such default. If Owner fails to cure such default within 30 days of such written notice to Owner, Township may, at its option, perform the Work deemed necessary by the Town board, and may draw down the Surety hereby irrevocably as necessary to cover the Township's expenses, including actual contracting expenses, as well as expenses of engineering and unconditionally guarantees to pay legal fees. In the event the default is due, due 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 Developer's failure to make payment to the Owner under or pursuant to Township as called for in this Agreement and the Hirer's Documents when Agreement, then upon the same become due 30-day notice, the Township may draw down the Surety to reimburse itself for payment or discharge whether by acceleration or otherwise, and whether any such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several, incurred as principal or surety originally owing fees owed 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 OwnerTownship. 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 of this demise being made at the Owner letting Surety's request the Surety covenants with the Landlord in the terms set out in the Third Schedule IN WITNESS of which this Lease has been executed and selling is delivered as a deed on the Ship date appearing as the date of this Lease FIRST SCHEDULE Description of the Building and Fixtures The schedule annexed to this Lease headed "The First Schedule" SECOND SCHEDULE Part 1 - The Rights 1. The right in common with the Landlord and all other persons now or at any time after the date of this Lease similarly entitled to pass at all times and for all purposes connected with the proper use of the Premises in accordance with this Lease: 1.1 with or without vehicles over the land shown hatched xxxxx on the Plan and 1.2 on foot only over the land shown hatched purple on the Plan 2. The free and uninterrupted passage and running of water soil gas electricity and telephone or any other service or supply through the Conducting Media now or which hereafter serve the Premises and which run through under or over the Estate or the neighbouring land of the Landlord 3. The right of support and protection for the benefit of the Premises as is now enjoyed from all other parts of the Estate 4. The right in common with the Landlord and all other persons to use (subject to available capacity) the cycle parking areas on the ground floor of the Car Deck marked "cycles" on the Plan for the purposes of parking pedal cycles Part 2 - The Exceptions and Reservations 1. To the Landlord and all others authorised by it the free and uninterrupted passage and running of water soil gas electricity and telephone or any other service or supply from the other buildings and land of the Landlord and its tenants adjoining or near the Premises and from the land and premises of others so authorised as aforesaid through the Conducting Media which are now or may hereafter be in through under or over the Premises 2. To the Landlord and all others authorised by it the right at all times to enter the Premises with all necessary equipment for the purposes of: 2.1 carrying out repairs maintenance or works in relation 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 Parking Area 8.1 laying constructing installing replacing repairing maintaining or altering any Conducting Media now or hereafter due, owing or incurred by the Hirer to the Owner in through under or pursuant over the Premises or any adjoining property or making connections 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.Conducting Media

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 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]

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.