Legal Deed of Guarantee

LEGAL DEED OF GUARANTEE

This Deed of Guarantee (the Deed) is made on the Day: Month: Year: BETWEEN: Creditor Name: of Address: (the "Creditor") AND Guarantor Name: of Address: (the "Guarantor").

RECITALS

WHEREAS the Creditor has agreed to advance credit and provide financial accommodation to Principal Debtor: pursuant to the Finance Document described as: dated Day: Month: Year: .

WHEREAS the Guarantor has agreed to guarantee the punctual payment and performance by the Principal Debtor of the Obligations (as defined below) to secure the Creditor's rights under the Finance Document.

WHEREAS the parties desire to set out the terms on which the Guarantor provides such guarantee.

NOW THEREFORE

In consideration of the Creditor agreeing to enter into or continue the Finance Document, the parties agree as follows.

1. DEFINITIONS

1.1 In this Deed, unless the context otherwise requires:

"Obligations" means all present and future obligations, liabilities, debts, costs and expenses of the Principal Debtor to the Creditor under or in connection with the Finance Document, including principal, interest, fees, costs and damages.

"Finance Document" means the agreement, facility letter or security document described in recital above and any amendment, restatement or replacement of it.

2. GUARANTEE

2.1 The Guarantor absolutely and unconditionally guarantees to the Creditor the due and punctual payment and performance of the Obligations as a primary obligor and not merely as surety.

2.2 The Guarantor's liability under this Deed is a continuing obligation and shall remain in full force and effect until the Obligations have been irrevocably and unconditionally paid and discharged in full.

3. NATURE AND EXTENT OF GUARANTEE

3.1 The Guarantor's liability is primary, continuing and independent of the liability of the Principal Debtor. The Creditor may, without notice to or consent from the Guarantor, at any time do any one or more of the following (without prejudice to any other rights it may have):

1. make or vary any arrangement with the Principal Debtor;
2. compromise, release or give indulgence to the Principal Debtor;
3. release or substitute any security for the Obligations;
4. exercise or refrain from exercising any right or remedy against the Principal Debtor or any other person.

4. DEMAND, NOTICE AND PROCEEDINGS

4.1 The Guarantor acknowledges that no demand, notice, or proof of claim is required to establish the Guarantor's liability under this Deed. The Creditor may, at its election, make demand on the Guarantor for payment of any sum due under the Obligations.

4.2 The Creditor shall be entitled to enforce this Deed without first exhausting remedies against the Principal Debtor or resorting to any security held by the Creditor.

5. SUBROGATION AND INDEMNITY

5.1 Payment by the Guarantor of any sum under this Deed shall not at any time prejudice such rights of subrogation as the Guarantor may have, provided that the Guarantor shall not exercise any such right without the prior written consent of the Creditor until all Obligations have been indefeasibly paid in full.

5.2 The Guarantor indemnifies the Creditor against any loss, liability or expense (including legal fees on an indemnity basis) incurred by the Creditor in enforcing any of its rights under this Deed.

6. REPRESENTATIONS AND WARRANTIES

The Guarantor represents and warrants to the Creditor on the date of this Deed that:

1. the Guarantor has full power and authority to enter into and perform its obligations under this Deed;
2. this Deed constitutes its legal, valid and binding obligation enforceable in accordance with its terms;
3. the execution and performance of this Deed does not and will not contravene any law or contractual restriction binding on the Guarantor.

7. COSTS

The Guarantor must on demand pay to the Creditor all costs, expenses and legal fees reasonably incurred by the Creditor in relation to the enforcement or preservation of its rights under this Deed.

8. NOTICES

8.1 Any notice, demand or other communication to be given under this Deed must be in writing and delivered or sent to the address specified below for each party or such other address as may be notified in accordance with this clause.

9. GOVERNING LAW

This Deed is governed by and shall be construed in accordance with the laws of the jurisdiction specified here: . The courts of that jurisdiction have non-exclusive jurisdiction to determine any dispute arising out of or in connection with this Deed.

10. ENTIRE AGREEMENT

This Deed constitutes the entire agreement between the parties with respect to the subject matter of this Deed and supersedes all prior negotiations, representations and agreements, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect under any applicable law, such provision shall be severed to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall continue in full force and effect.

12. AMENDMENTS AND WAIVER

No amendment to this Deed will be effective unless made in writing and signed by or on behalf of each party. A waiver of any right under this Deed is effective only if in writing and signed by the party granting the waiver.

13. COUNTERPARTS

This Deed may be executed in any number of counterparts and by the parties on separate counterparts, each of which when executed and delivered is an original, but all counterparts together constitute the same instrument.

14. EXECUTION

This Deed is executed as a deed and delivered on the date first written above. The parties acknowledge that they have read and understood the terms of this Deed and accept the obligations imposed on them.

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