Guarantee Agreement Template

Unless the context otherwise requires, the following terms have the meanings given below wherever they appear in this Agreement with initial capital letters.

"Business Day" means a day, other than a Saturday or Sunday, on which commercial banks are open for general business in [city/jurisdiction of the Creditor] and, where a payment is to be made, in the place where the relevant account is located.

"Debtor Documents" means every agreement, instrument, invoice, order, facility letter, note, security document and other document, whether now existing or entered into in the future, under or in connection with which the Debtor has or may have any liability or obligation to the Creditor, in each case as amended, restated, supplemented, novated, extended or replaced from time to time.

"Demand" means a written demand made by the Creditor on the Guarantor in accordance with this Agreement, stating that the Debtor has failed to pay or discharge a Guaranteed Obligation and specifying the amount claimed.

"Discharge Date" means the date on which the Creditor has confirmed in writing that all Guaranteed Obligations have been irrevocably and unconditionally paid and discharged in full and that no further Guaranteed Obligation is capable of arising, as further provided in this Agreement.

"Event of Default" means any failure by the Debtor to pay or perform any Guaranteed Obligation when due, any insolvency event in respect of the Debtor or the Guarantor, any breach by the Guarantor of this Agreement, or any other event that constitutes a default under any Debtor Document.

"Guaranteed Obligations" means all present and future obligations, debts and liabilities of the Debtor to the Creditor of every kind, as more particularly described in this Agreement.

"Insolvency Event" means, in relation to a person, that such person is unable or admits inability to pay its debts as they fall due, suspends payments, commences negotiations for a general rescheduling of its debts, has a receiver, administrator, liquidator, trustee or similar officer appointed over it or any of its assets, becomes subject to any bankruptcy, liquidation, reorganization or similar proceedings, or is subject to any analogous event or procedure in any jurisdiction.

"Interest Rate" means the rate of [percentage] percent per annum above [reference rate], or, if higher, the default rate applicable under the relevant Debtor Document.

"Losses" means all losses, liabilities, damages, claims, costs, charges, expenses (including legal fees on a full indemnity basis), taxes and duties of whatever nature.

"Relevant Currency" means the currency in which the relevant Guaranteed Obligation is denominated or, if none is specified, [currency].

Interpretation: references to a person include its successors, permitted assigns and transferees; the singular includes the plural and vice versa; "including" means "including without limitation"; references to any agreement are to that agreement as amended, supplemented or replaced from time to time; and headings are for convenience only and do not affect interpretation.

References to a "Section" or "clause" are to a section or clause of this Agreement. References to a "Guaranteed Obligation" being "due" include its becoming due by acceleration, demand or otherwise, and references to amounts "owing" include amounts that are actual or contingent.

In consideration of the Creditor entering into or continuing dealings with the Debtor, the Guarantor irrevocably and unconditionally guarantees to the Creditor, as primary obligor and not merely as surety, the due and punctual payment and discharge of all Guaranteed Obligations when due.

The Guarantor undertakes that, if the Debtor fails to pay or discharge any Guaranteed Obligation on its due date, the Guarantor shall, on first written Demand, pay or discharge that obligation as if it were the principal obligor, in the Relevant Currency and in the manner required under the relevant Debtor Document.

As a separate, independent and additional obligation, the Guarantor irrevocably and unconditionally agrees to indemnify the Creditor on demand against all Losses incurred by the Creditor as a result of the Debtor failing to pay or perform any Guaranteed Obligation, or of any Guaranteed Obligation being or becoming void, voidable, unenforceable, irrecoverable or otherwise ineffective for any reason.

The Guarantor's liability under the indemnity in this Section shall be for an amount equal to the amount the Creditor would have been entitled to recover from the Debtor had the relevant Guaranteed Obligation been valid and enforceable, together with all Losses arising in connection with it.

The Debtor acknowledges and consents to the giving of this guarantee and indemnity and agrees that it shall not be a defense to any claim by the Creditor against the Guarantor that the Debtor has not been consulted, has not consented or has withdrawn its consent.

The guarantee and indemnity in this Agreement are given in addition to, and not in substitution for, any other guarantee, indemnity, security or right that the Creditor may now or in the future hold in respect of the Guaranteed Obligations.

The Guaranteed Obligations comprise all monies, obligations and liabilities of every kind which are now or at any time after the Effective Date due, owing or incurred by the Debtor to the Creditor, whether present or future, actual or contingent, liquidated or unliquidated.

The Guaranteed Obligations include obligations incurred alone or jointly with any other person, in any capacity, and whether as principal, surety or otherwise, and whether the Creditor was the original creditor or acquired the relevant right by assignment, transfer, subrogation or otherwise.

The Guaranteed Obligations include all principal, interest (including default interest and interest accruing after the commencement of any Insolvency Event, whether or not allowed in such proceedings), fees, commissions, damages, indemnities, costs, expenses and other sums payable under or in connection with any Debtor Document.

The Guaranteed Obligations extend to obligations arising under Debtor Documents entered into after the Effective Date, and to any increase, extension, renewal, refinancing, rescheduling or variation of any obligation, in each case without the need for any further consent or notice to the Guarantor.

The Guaranteed Obligations shall not be reduced by reason of any amount that is or becomes unrecoverable from the Debtor due to any Insolvency Event, any limitation of liability, any lack of capacity or authority of the Debtor, or any other circumstance whatsoever.

The Creditor may, without notice to or the consent of the Guarantor, enter into, vary, extend or terminate any Debtor Document, and any resulting obligation shall form part of the Guaranteed Obligations.

The liability of the Guarantor under this Agreement is unlimited in amount. The Guarantor shall be liable for the whole of the Guaranteed Obligations, together with all other sums payable under this Agreement, without any cap or maximum.

The Guarantor's liability is primary and direct. The Creditor is not required to commence proceedings against, make demand on, or enforce any right or security against the Debtor or any other person before claiming against the Guarantor.

The Guarantor's liability is co-extensive with that of the Debtor and shall be the same as if the Guarantor were a principal debtor and not merely a guarantor. Where the Guarantor's liability and the Debtor's liability differ for any reason, the Guarantor shall remain liable on the basis of the more onerous.

If any Guaranteed Obligation is or becomes unenforceable, invalid or illegal as against the Debtor, the Guarantor shall nonetheless be liable in respect of that obligation as if it were fully enforceable, and the indemnity in this Agreement shall apply.

Where two or more persons are Guarantors under this Agreement or any other guarantee of the Guaranteed Obligations, their liability shall be joint and several, and the Creditor may release or compromise with any of them without affecting the liability of any other.

Any amount received by the Creditor from the Debtor or from any other source may be applied by the Creditor in such order and to such Guaranteed Obligations as the Creditor in its absolute discretion determines, and any such application shall not reduce the Guarantor's liability except to the extent of the amount actually and irrevocably received.

This guarantee is a continuing guarantee and shall extend to the ultimate balance of all Guaranteed Obligations, regardless of any intermediate payment, settlement of account, or discharge in whole or in part.

This guarantee shall remain in full force and effect until the Discharge Date and shall not be considered satisfied by any intermediate payment or fluctuation in the amount of the Guaranteed Obligations, including where the Debtor's account is in credit or reduced to zero.

This guarantee is in addition to, and shall not prejudice or be prejudiced by, any other guarantee, security, lien, indemnity or right now or later held by the Creditor, and the Creditor shall not be obliged to marshal or to resort to any of them before enforcing this guarantee.

This guarantee shall not be affected by any change in the constitution, name, ownership, control or structure of the Creditor, the Debtor or the Guarantor, including any merger, consolidation, reorganization or acquisition, and shall extend to Guaranteed Obligations owed to any successor to the Creditor.

The death, incapacity, dissolution or Insolvency Event of the Debtor or the Guarantor shall not terminate this guarantee. In the case of the Guarantor, the guarantee shall bind its successors and any estate or administrators and shall continue in respect of all Guaranteed Obligations whenever incurred.

The Guarantor may not revoke or terminate this guarantee by notice or otherwise. Any purported revocation shall be ineffective, and the Creditor may continue to provide credit or accommodation to the Debtor without prejudice to this guarantee.

The Creditor may make a Demand on the Guarantor at any time after any Guaranteed Obligation has become due and has not been paid or discharged by the Debtor, whether or not the Creditor has made any demand on the Debtor.

The Guarantor shall be liable to pay on first written Demand. A Demand shall be in writing, signed by an authorized representative of the Creditor, shall identify the Guaranteed Obligation in respect of which it is made and shall state the amount claimed. No other document, evidence or condition shall be required.

The Creditor shall have no obligation, as a condition to making a Demand or to the Guarantor's liability, to give prior notice to the Debtor or the Guarantor, to demand payment from the Debtor, to take any action or proceeding against the Debtor or any other person, to enforce any security, or to exhaust any other remedy.

The Guarantor shall pay the amount demanded within [number] Business Days of receipt of the Demand, or such shorter period as the Demand specifies where required by the circumstances, to the account specified in the Demand, in the Relevant Currency and in immediately available funds.

A statement or certificate by the Creditor as to the amount of the Guaranteed Obligations due shall, in the absence of manifest error, be conclusive evidence of such amount against the Guarantor. The Guarantor's payment shall be made without prejudice to any right it may have against the Debtor, subject to the subordination provisions of this Agreement.

The Guarantor shall not withhold or delay payment on the ground that any dispute exists between the Creditor and the Debtor or that the Debtor has any defense, counterclaim or right of set-off. Any such dispute shall be resolved between the Guarantor and the Debtor after payment.

The Creditor may make more than one Demand, and a Demand for less than the full amount of the Guaranteed Obligations then due shall not prejudice the Creditor's right to make further Demands.

The obligations of the Guarantor under this Agreement shall not be discharged, reduced or otherwise affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of those obligations, whether or not known to the Guarantor or the Creditor.

Without limiting the preceding clause, the Guarantor's obligations shall not be affected by: any time, waiver or consent granted to the Debtor or any other person; any release of the Debtor or any other person; any amendment, novation, extension, restatement or replacement of any Debtor Document or any security; any failure to take, perfect, maintain or enforce any security or any other guarantee; any impairment, loss or release of any security; and any Insolvency Event, reorganization or change in the status of the Debtor or any other person.

The Guarantor waives, to the fullest extent permitted by applicable law, every right it may have to require the Creditor to proceed first against the Debtor or any other person or security, to require division or discussion of assets, or to be notified of any default, acceptance of this guarantee, presentment, protest or any other notice of any kind.

The Guarantor waives all defenses available to a guarantor or surety, including any defense based on the lack of capacity or authority of the Debtor, any defense of the Debtor, any invalidity or unenforceability of a Debtor Document, and any claim that the Creditor has failed to act in a commercially reasonable manner or has impaired any collateral.

The Guarantor shall not be entitled to claim any set-off or counterclaim against the Creditor in respect of any amount payable under this Agreement, and waives any right to do so.

No failure or delay by the Creditor in exercising any right or remedy shall operate as a waiver, nor shall any single or partial exercise preclude any further or other exercise. The rights and remedies of the Creditor are cumulative and not exclusive of any rights or remedies provided by law.

The Creditor may waive any right under this Agreement only in writing, and any waiver shall apply only to the specific instance and purpose for which it is given.

Until the Discharge Date, the Guarantor shall not, without the prior written consent of the Creditor, exercise any right of subrogation, reimbursement, contribution or indemnity against the Debtor or any co-guarantor, or take the benefit of any security held by the Creditor, in each case arising from any payment made or liability incurred under this Agreement.

Until the Discharge Date, the Guarantor shall not claim, rank, prove or vote as a creditor of the Debtor in competition with the Creditor in any Insolvency Event, nor receive, claim or have the benefit of any payment, distribution or security from the Debtor on account of any such right.

All present and future indebtedness of the Debtor to the Guarantor (the "Subordinated Debt") is subordinated and postponed to the prior payment in full of the Guaranteed Obligations, and the Guarantor shall not demand, accept or retain any payment in respect of the Subordinated Debt, except as the Creditor may permit in writing.

If the Guarantor receives any payment, distribution or benefit in breach of this Section, it shall hold the same on trust for the Creditor, shall segregate it from its other assets and shall promptly pay or transfer it to the Creditor for application against the Guaranteed Obligations.

In any Insolvency Event affecting the Debtor, the Creditor may prove for the whole of the Guaranteed Obligations and may retain and apply any dividends or payments received, without any obligation to account to the Guarantor until the Discharge Date.

The Guarantor irrevocably authorizes the Creditor, to the extent permitted by law, to file proofs of claim in respect of the Subordinated Debt in the name of the Guarantor and to receive and apply any distribution in respect of it.

The Guarantor shall not assign, charge or otherwise dispose of the Subordinated Debt or any right referred to in this Section without the prior written consent of the Creditor.

The Guarantor represents and warrants to the Creditor, as of the Effective Date and on each date on which a Guaranteed Obligation is incurred, that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to own its assets and carry on its business.

The Guarantor has full corporate power and authority to enter into and perform this Agreement and has taken all necessary corporate and other action to authorize its execution and performance. This Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms.

The execution and performance of this Agreement by the Guarantor does not and will not conflict with any law, regulation, order or judgment binding on it, its constitutional documents, or any agreement or instrument binding on it or its assets.

All authorizations, consents, licenses and filings required for the Guarantor to enter into, perform and ensure the validity and enforceability of this Agreement have been obtained or made and are in full force and effect.

No Event of Default or Insolvency Event has occurred or is continuing in relation to the Guarantor, and no litigation, arbitration or administrative proceedings are pending or, to its knowledge, threatened against it that could reasonably be expected to have a material adverse effect on its ability to perform this Agreement.

The Guarantor enters into this Agreement for business purposes and in its own commercial interest. It has not relied on any statement or representation of the Creditor, has made its own independent assessment of the Debtor and the Guaranteed Obligations, and has had the opportunity to obtain independent legal advice.

The Guarantor has provided to the Creditor its most recent financial statements, which were prepared in accordance with generally accepted accounting principles consistently applied and fairly present its financial condition, and there has been no material adverse change since their date.

The Debtor represents and warrants to the Creditor on the same basis as the Guarantor in relation to its own organization, power, authority, authorizations and absence of conflict, and that the Guaranteed Obligations are its legal, valid and binding obligations.

The Guarantor undertakes, from the Effective Date until the Discharge Date, to maintain its corporate existence and all authorizations necessary for the performance of this Agreement, and to comply in all material respects with all laws applicable to it.

The Guarantor shall deliver to the Creditor: its audited annual financial statements within [number] days after the end of each financial year; its unaudited interim financial statements within [number] days after the end of each [period]; and such other information regarding its financial condition and that of the Debtor as the Creditor may reasonably request.

The Guarantor shall promptly notify the Creditor of any Event of Default, any Insolvency Event, any material litigation or any other event which might reasonably be expected to affect its ability to perform this Agreement or the ability of the Debtor to perform the Guaranteed Obligations.

The Guarantor shall not, without the prior written consent of the Creditor, create or permit any security over its assets, dispose of all or a substantial part of its assets, or enter into any merger, demerger or reorganization, in each case where this would reasonably be expected to adversely affect its ability to perform this Agreement.

The Debtor undertakes to the Creditor and the Guarantor that it shall perform all of its obligations under the Debtor Documents when due, shall promptly notify the Creditor of any default or Insolvency Event affecting it and shall provide the Creditor with such financial and other information as it may require.

The Debtor shall not make any payment to the Guarantor in respect of the Subordinated Debt, or in respect of any right of the Guarantor against it arising from this Agreement, except as permitted by the Creditor in writing.

The Guarantor and the Debtor shall each, at their own cost, execute all documents and do all acts the Creditor may reasonably require to give full effect to this Agreement and to protect and enforce the Creditor's rights.

All payments by the Guarantor under this Agreement shall be made in full, in the Relevant Currency and in immediately available, freely transferable cleared funds, to the account designated by the Creditor, without set-off, counterclaim, deduction or withholding of any kind.

If the Guarantor is required by law to make any deduction or withholding from any payment under this Agreement, the sum due shall be increased to the extent necessary so that, after the deduction or withholding, the Creditor receives and retains a net sum equal to the sum it would have received had no deduction or withholding been required. The Guarantor shall pay the amount deducted to the relevant authority and deliver evidence of payment to the Creditor.

The Guarantor shall pay, and indemnify the Creditor against, all stamp, registration, documentary and similar taxes, duties and charges payable in connection with the execution, performance, enforcement or admissibility in evidence of this Agreement.

If any payment under this Agreement is subject to tax in the hands of the Creditor, the Guarantor shall pay such additional amount as is necessary to ensure that the Creditor is in the same after-tax position as it would have been had the tax not been imposed.

The Creditor may, at any time without notice, set off any obligation owed by the Guarantor to the Creditor, whether matured or not, against any obligation owed by the Creditor to the Guarantor, regardless of the place of payment or currency, and may convert currencies for that purpose at its prevailing rate.

If an amount is received by the Creditor in a currency other than the Relevant Currency, whether pursuant to a judgment or otherwise, the Creditor may convert it at its prevailing spot rate, and the Guarantor shall indemnify the Creditor against any shortfall arising from the conversion.

This Agreement shall come into effect on the Effective Date and shall remain in full force and effect until the Discharge Date. No fixed term or expiry date shall apply.

The Discharge Date shall occur only when all Guaranteed Obligations have been irrevocably paid and discharged in full, the Creditor has no actual or contingent liability or commitment to make advances or provide credit or accommodation to the Debtor under any Debtor Document, and the Creditor has confirmed the same in writing.

Upon the Discharge Date, and upon the written request and at the cost of the Guarantor, the Creditor shall execute such documents as are reasonably necessary to evidence the release of the Guarantor from its obligations under this Agreement, but without prejudice to the provisions of this Agreement which are expressed to survive and to the Section on reinstatement.

No partial payment, no reduction of the Guaranteed Obligations to nil, and no expiry or termination of any Debtor Document shall of itself release the Guarantor, unless the conditions for the Discharge Date are satisfied.

The Creditor may release the Guarantor from all or part of its obligations only by an express written release signed by the Creditor, and any partial release shall not affect the Guarantor's liability for the remainder.

Sections relating to reinstatement, costs and interest, taxes, governing law and dispute resolution, and any other provision intended to survive, shall survive the Discharge Date and any release.

If any payment or discharge of a Guaranteed Obligation, or any security or release given in respect of it, is avoided, set aside, reduced or must be restored or repaid by the Creditor for any reason, including under any insolvency, bankruptcy or similar law, the liability of the Guarantor shall continue as if the payment, discharge, security or release had not occurred.

The Creditor may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration, and any such concession or compromise made in good faith shall be binding on the Guarantor.

Any release, discharge or settlement between the Creditor and the Guarantor shall be conditional upon no payment or security received by the Creditor in respect of the Guaranteed Obligations being avoided or reduced, and the Creditor shall be entitled to enforce this Agreement as if such release or settlement had not occurred if any such avoidance or reduction takes place.

The Guarantor shall indemnify the Creditor against all Losses incurred in connection with any avoidance, restoration or repayment referred to in this Section, including any sums the Creditor is required to repay and any costs of defending any claim.

The Creditor shall be entitled to retain any security held by it for the Guaranteed Obligations for a period of [number] months after the Discharge Date, or such longer period as it considers necessary having regard to the risk of avoidance or restoration.

The reinstatement provisions of this Section apply whether the avoidance or restoration occurs before or after the Discharge Date and shall survive the termination or release of this Agreement.

The Guarantor shall, on demand, pay to the Creditor all costs and expenses (including legal, valuation, advisory and enforcement fees, on a full indemnity basis, together with applicable indirect taxes) incurred by the Creditor in connection with the negotiation, preparation, execution, administration, amendment, preservation or enforcement of this Agreement or any of its rights under it.

The Guarantor shall also pay all costs and expenses incurred by the Creditor in connection with any attempt to recover any Guaranteed Obligation from the Debtor or any other person, and in connection with any Insolvency Event affecting the Debtor or the Guarantor.

If the Guarantor fails to pay any sum due under this Agreement on its due date, interest shall accrue on the overdue amount from the due date until the date of actual payment, both before and after judgment, at the Interest Rate.

Interest under this Section shall accrue from day to day, shall be calculated on the basis of the actual number of days elapsed and a year of [360/365] days, and shall be compounded [monthly/quarterly] if unpaid.

The Guarantor acknowledges that the interest rate provided in this Section is a reasonable estimate of the Creditor's cost of funds and loss resulting from late payment and is not a penalty.

Any sum due under this Section shall be a separate obligation of the Guarantor, shall be payable on demand and shall not be limited by any cap on the Guaranteed Obligations, the Guarantor's liability being unlimited as provided in this Agreement.

Interest accruing under this Section shall be in addition to, and shall not reduce, any interest or other amounts payable by the Debtor under the Debtor Documents, and shall not be double-counted where the Guarantor has paid the same amount.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

The Creditor may at any time, without the consent of or notice to the Guarantor or the Debtor, assign, transfer, novate, charge or otherwise dispose of all or any part of its rights, benefits and obligations under this Agreement, including to any person to whom it assigns or transfers any Guaranteed Obligation or Debtor Document.

The Guarantor and the Debtor acknowledge that, on any assignment or transfer by the Creditor, the assignee or transferee shall be entitled to the full benefit of this Agreement in respect of the Guaranteed Obligations assigned or transferred, and that this guarantee shall continue to secure the Guaranteed Obligations owed to the Creditor and to each such assignee or transferee.

The Creditor may disclose to any actual or prospective assignee, transferee, participant, or other person proposing to enter into contractual arrangements with it in relation to this Agreement, any information regarding the Guarantor, the Debtor and this Agreement, subject to customary confidentiality undertakings.

Neither the Guarantor nor the Debtor may assign, transfer, charge, sub-contract or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Creditor, and any purported disposition without such consent shall be void.

The Guarantor shall, at its own cost, promptly execute all documents and take all steps reasonably required by the Creditor to give effect to any assignment, transfer or novation permitted under this Section.

Any notice, Demand or other communication under this Agreement shall be in writing in the English language and shall be delivered personally, sent by internationally recognized courier, or sent by email, to the address or email address of the relevant Party set out in the signature section of this Agreement, or such other address as that Party may notify to the others in accordance with this Section.

A notice shall be deemed received: if delivered personally or by courier, at the time of delivery to the relevant address; and if sent by email, at the time of transmission, provided that no failure notice is received, and if it is outside normal business hours at the place of receipt, at the start of the next Business Day.

Notwithstanding the preceding clause, a Demand sent to the Guarantor by email and by courier shall be deemed received at the time of transmission of the email, and the Guarantor shall not dispute receipt on the ground that the courier copy has not yet been delivered.

A notice from the Guarantor or the Debtor to the Creditor shall be effective only upon actual receipt by the Creditor, and shall be marked for the attention of [Creditor's designated contact person/department].

Each of the Guarantor and the Debtor shall notify the Creditor of any change of its address or email address not less than [number] Business Days before such change takes effect. Until such notification is given, any notice sent to the last notified address shall be effective.

The Guarantor and the Debtor irrevocably appoint [Process Agent Name], with address at [address], as their agent for service of process in [jurisdiction] and shall maintain such agent or a replacement acceptable to the Creditor for as long as any Guaranteed Obligation remains outstanding.

This Section shall not apply to the service of proceedings or other documents in any legal action, except as provided in the Section governing law and dispute resolution.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination (a "Dispute"), shall be finally resolved by [courts of [jurisdiction] / arbitration under the rules of [arbitral institution]].

[If arbitration:] The seat of arbitration shall be [city, country]. The tribunal shall consist of [one/three] arbitrator(s), appointed in accordance with the applicable rules. The language of the arbitration shall be English. The award shall be final and binding on the Parties.

[If courts:] The courts of [jurisdiction] shall have [exclusive] jurisdiction to settle any Dispute, and each of the Guarantor and the Debtor irrevocably submits to the jurisdiction of those courts and waives any objection to proceedings in such courts on the grounds of venue or forum non conveniens.

Notwithstanding the preceding clauses, the Creditor may, at its sole option, bring proceedings in any other court of competent jurisdiction, and may seek interim, conservatory or injunctive relief in any jurisdiction, and the taking of proceedings in one jurisdiction shall not preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The Guarantor and the Debtor shall not have the equivalent right.

Each of the Guarantor and the Debtor irrevocably waives, to the extent permitted by law, any immunity from jurisdiction, suit, attachment or execution to which it or its assets may be entitled, and consents to the enforcement of any judgment or award against it.

The Guarantor and the Debtor shall continue to perform their obligations under this Agreement during any Dispute, and no Dispute shall entitle either to withhold or delay any payment due under this Agreement.

This Agreement constitutes the entire agreement among the Parties regarding its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, relating to it.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by the Creditor and the Guarantor. No amendment shall require the consent of the Debtor unless it increases the Debtor's obligations to the Creditor.

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected, and the Parties shall negotiate in good faith a valid replacement provision that most closely achieves the intended commercial effect.

The rights and remedies of the Creditor under this Agreement are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law or under any other agreement.

Time shall be of the essence in respect of all payment obligations of the Guarantor and the Debtor under this Agreement.

Each of the Guarantor and the Debtor shall keep the terms of this Agreement confidential, except as required by law or regulation or as necessary to enforce its rights hereunder.

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be as effective as original signatures.

The Guarantor confirms that it has read and understood this Agreement, including the waivers and the unlimited nature of its liability, and has had the opportunity to obtain independent legal advice before signing.