Guarantor Real Estate Deed

DEED OF GUARANTEE AND COVENANT RELATING TO REAL PROPERTY

This Deed of Guarantee and Covenant relating to the Property is made on between Guarantor Name: with principal address (hereinafter referred to as "Guarantor"), and Beneficiary Name: with principal address (hereinafter referred to as "Beneficiary").

RECITALS

WHEREAS, Beneficiary and Borrower have entered into certain agreements and obligations evidenced by documents, instruments, and security interests concerning the real property described in this Deed (the "Obligations"); and

WHEREAS, Guarantor has agreed to guarantee the due and punctual performance and payment of the Obligations and to grant covenants and assurances as security for such guarantee in respect of the Property described below; and

WHEREAS, the parties intend that this instrument operates as a deed and shall be strictly enforceable according to its terms.

NOW THEREFORE

In consideration of the premises and in order to induce the Beneficiary to enter into or continue the transactions giving rise to the Obligations, the Guarantor hereby covenants and agrees as a deed as follows:

1. DEFINITIONS

1.1 In this Deed, unless the context otherwise requires, the following words have the following meanings:

"Property" means the land and premises more particularly described in the Schedule and any buildings, fixtures and appurtenances now or subsequently erected thereon.

"Obligations" means all present and future liabilities, debts, obligations, costs and expenses of Borrower to Beneficiary arising under or in connection with the agreements specified in Schedule A and any other instrument or agreement between Borrower and Beneficiary which the Beneficiary declares to be secured by this Deed.

2. GUARANTEE

2.1 The Guarantor absolutely and unconditionally guarantees to Beneficiary the due and punctual payment, performance and observance of the Obligations as and when the same become due and payable or required to be performed or observed.

2.2 The Guarantor's liability under this Deed is primary, continuing and independent of the liability of Borrower or any other guarantor or obligor and shall not be released, discharged or diminished by any insolvency, bankruptcy, merger, amendment, extension, forbearance or other change in the Obligations or by any failure by Beneficiary to take steps to enforce or preserve any rights it may have against Borrower or any other person.

3. NATURE OF SECURITY AND COVENANTS

3.1 As security for the due payment and performance of the Obligations, the Guarantor hereby charges, conveys and grants to Beneficiary an equitable and legal charge over the Property and covenants with Beneficiary that the Guarantor shall not, without the prior written consent of Beneficiary, suffer or permit any act or omission that would restrict or diminish the security constituted by this Deed.

4. LIABILITY CAP; ACCUMULATION OF AMOUNTS

4.1 The Guarantor's maximum aggregate liability under this Deed shall not exceed the sum of $ unless otherwise expressly agreed in writing by Beneficiary.

4.2 All sums payable by the Guarantor under this Deed shall bear interest at the rate specified in the Obligations or, if none is specified, at a commercially reasonable rate determined by Beneficiary, from the date of demand until payment in full.

5. REMEDIES AND ENFORCEMENT

5.1 Upon default by Borrower, Beneficiary may, without prior notice to or consent of Guarantor and without requiring the joinder of Borrower in any legal proceedings, exercise any or all remedies available at law or in equity against the Guarantor, the Property or any other security.

5.2 Beneficiary may proceed against Guarantor immediately upon demand and shall not be obliged to first exhaust any remedy against Borrower or any other person or realise or pursue any security before enforcing this Deed.

6. SUBROGATION, CONTRIBUTION AND SET-OFF

6.1 Until all Obligations have been indefeasibly paid in full, Guarantor shall have no right of subrogation, indemnity or contribution against Borrower or any other guarantor in respect of any amount paid under this Deed, except to the extent Beneficiary has expressly consented in writing.

6.2 Guarantor shall not exercise any right of set-off, counterclaim or similar right against Beneficiary in respect of the Obligations.

7. REPRESENTATIONS AND WARRANTIES

7.1 The Guarantor represents and warrants to Beneficiary that: (a) it has full power and capacity to enter into, deliver and perform this Deed; (b) this Deed constitutes a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms; and (c) no consent, authorization or approval of any governmental or other authority is required for the execution or performance of this Deed except as have been obtained.

8. NOTICES

8.1 Any notice or communication to be given under this Deed shall be in writing and shall be delivered personally or sent by registered mail or delivered by reputable overnight courier to the addresses set out above or to such other address as a party may from time to time notify to the other in writing. Notice shall be effective on delivery.

9. AMENDMENT, WAIVER AND COUNTERPARTS

9.1 No amendment, modification or waiver of any provision of this Deed shall be effective unless in writing and signed as a deed by the party against whom enforcement of the amendment, modification or waiver is sought.

9.2 A waiver of any right under this Deed must be express and shall not be construed as a waiver of any other right or a continuing waiver of the same right unless expressly stated.

9.3 This Deed may be executed in counterparts, each of which when executed shall constitute an original but all the counterparts together shall constitute one and the same instrument.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 This Deed is governed by and shall be construed in accordance with the laws of the state specified above. The parties submit to the non-exclusive jurisdiction of the courts of that state for any dispute arising out of this Deed.

10.2 If any provision of this Deed is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10.3 This Deed constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, arrangements or agreements, whether written or oral, relating to the same subject matter.

11. FURTHER ASSURANCE

11.1 The Guarantor shall at its own expense promptly do and execute or procure to be done and executed all such further acts, documents and things as Beneficiary may from time to time reasonably require for giving full effect to this Deed and to perfect any security created or intended to be created by this Deed.

SCHEDULE A — DESCRIPTION OF OBLIGATIONS

EXECUTION AS A DEED

This instrument is executed as a deed. The Guarantor acknowledges that it has read and understood this Deed, that it intends by executing this Deed to give a binding and enforceable guarantee and security, and that this Deed takes effect as a deed on the date first above written.

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