Guarantor-Friendly Guarantee Agreement Template

In this Agreement, the following terms have the meanings set out below, and such meanings apply equally to the singular and the plural forms of the terms defined.

"Business Day" means a day, other than a Saturday, Sunday or public holiday, on which commercial banks are open for general business in [City/Place of Payment].

"Creditor Demand" means a written demand for payment under this Agreement, issued by the Creditor to the Guarantor in accordance with the Demand Procedure and satisfying all requirements of the section entitled Demand Procedure and Payment.

"Debtor Default" means the failure of the Debtor to pay, when due and payable under the Underlying Agreement, any Guaranteed Obligation, which failure remains unremedied after the expiry of any grace period provided in the Underlying Agreement and after the cure period stated in the Notice of Default.

"Expiry Date" means [Expiry Date], being the fixed date on which the Guarantor's liability under this Agreement terminates, subject to the section entitled Term and Expiry of the Guarantee.

"Guaranteed Obligations" means the obligations of the Debtor to pay to the Creditor the principal amount of [Description of Guaranteed Payment Obligations] actually due and payable under the Underlying Agreement, together with interest thereon at the rate stated in the Underlying Agreement as in effect on the Effective Date, but excluding any obligation arising from any amendment, extension or increase not approved by the Guarantor in accordance with this Agreement.

"Maximum Amount" means the aggregate amount of [Maximum Amount in Words and Figures] [Currency], as reduced from time to time by payments made by the Guarantor under this Agreement.

"Notice of Default" means a written notice delivered by the Creditor to the Guarantor and the Debtor in accordance with the section entitled Notice of Default.

"Party" means each of the Creditor, the Guarantor and the Debtor, and "Parties" means all of them.

"Underlying Agreement" means the agreement described in the recitals, in the form delivered to the Guarantor on or before the Effective Date, as amended only in accordance with this Agreement.

Headings are for convenience only and do not affect interpretation. References to sections are to sections of this Agreement. The words "including" and "includes" mean including without limitation. References to a person include its lawful successors and permitted assigns. This Agreement shall be construed according to its fair meaning and not strictly against any Party by reason of authorship. Where any provision is ambiguous, it shall be interpreted in the manner that least extends the liability of the Guarantor.

The Guarantor hereby guarantees to the Creditor, on the terms and subject to the limits and conditions of this Agreement, the due and punctual payment by the Debtor of the Guaranteed Obligations as and when they fall due, if and to the extent that a Debtor Default occurs and the Creditor has complied with this Agreement.

The Parties acknowledge and agree that this guarantee is a guarantee of payment only and not of performance of any non-monetary obligation of the Debtor. It does not extend to any obligation of the Debtor to deliver goods, perform services, or comply with any covenant, undertaking or condition of the Underlying Agreement other than the payment of the Guaranteed Obligations.

The obligations of the Guarantor are secondary and subsidiary to those of the Debtor. The Guarantor shall have no liability under this Agreement in respect of any amount which is not due and payable by the Debtor under the Underlying Agreement, or which is not validly owing by the Debtor at the time of the Creditor Demand.

The Guaranteed Obligations expressly exclude penalties, liquidated damages, default interest exceeding the contractual rate of the Underlying Agreement as in effect on the Effective Date, consequential, indirect or punitive losses, and any costs of enforcement against the Debtor, except to the extent that such amounts are specifically listed in [Description of Additional Covered Amounts, if any] and fall within the Maximum Amount.

The guarantee given hereunder is a guarantee in respect of obligations arising under the Underlying Agreement during the period from [Start Date of Covered Obligations] to the Expiry Date only. Obligations of the Debtor arising before or after that period are not Guaranteed Obligations.

The Creditor confirms that it has not, as at the Effective Date, received any other guarantee, security or indemnity in respect of the Guaranteed Obligations except as disclosed in [Description of Existing Security, if any]. The Creditor shall apply any security and recoveries it holds or receives from the Debtor or other sources first toward the Guaranteed Obligations before claiming under this Agreement, to the extent such application is permitted by the terms of such security.

The aggregate liability of the Guarantor under or in connection with this Agreement, whether for principal, interest, costs, expenses or otherwise and whether arising in contract, tort or otherwise, shall not exceed the Maximum Amount.

Any amount paid by the Guarantor under this Agreement shall reduce the Maximum Amount by the same amount, and the Maximum Amount shall not be reinstated by any subsequent payment by the Debtor or any other person, or by any recovery by the Creditor.

If the Creditor receives any payment, set-off, security realization or other recovery in respect of the Guaranteed Obligations from the Debtor or from any other person, the amount of the Guaranteed Obligations in respect of which the Guarantor may be called upon shall be reduced by such amount, and the Creditor shall be entitled to claim against the Guarantor only for the remaining unpaid balance.

The Guarantor shall not be liable for any amount that exceeds the lesser of the Maximum Amount and the amount of the Guaranteed Obligations actually outstanding and unpaid at the date of the Creditor Demand, as certified in the Creditor Demand and supported by the documentation described in this Agreement.

Any costs and expenses of the Creditor incurred in enforcing this Agreement shall be recoverable from the Guarantor only if and to the extent they are reasonable, documented, actually incurred and, together with all other amounts payable by the Guarantor, within the Maximum Amount.

No interest shall accrue against the Guarantor on any amount claimed under this Agreement for any period before the Guarantor's payment obligation arises under the section entitled Demand Procedure and Payment, and thereafter, if the Guarantor fails to pay when due, interest shall accrue only on the overdue sum at the rate of [Late Payment Interest Rate] per annum, and only within the Maximum Amount.

This Agreement enters into force on the Effective Date, subject to satisfaction of the conditions in the section entitled Conditions Precedent to Liability of the Guarantor, and shall remain in force until 23:59 on the Expiry Date, [Time Zone] (the "Guarantee Term"), whereupon it shall automatically expire without further act or formality.

The Guarantor shall be liable only in respect of a Debtor Default occurring on or before the Expiry Date and in respect of which a Creditor Demand has been received by the Guarantor in accordance with this Agreement no later than [Number] days after the Expiry Date (the "Claim Deadline"). Any Creditor Demand received after the Claim Deadline shall be invalid and of no effect.

Any claim of the Creditor that has not been the subject of a valid Creditor Demand received by the Guarantor by the Claim Deadline shall be irrevocably extinguished and the Guarantor shall be fully and finally released from it, without the need for any notice or declaration by the Guarantor.

The Expiry Date shall not be extended, whether expressly, by implication, by course of dealing or by any amendment, renewal, rollover or extension of the Underlying Agreement or of any Guaranteed Obligation, unless the Guarantor has agreed to such extension in a written instrument expressly referring to this section and signed by an authorized signatory of the Guarantor.

The Guarantor may not be required to renew, extend or replace this guarantee, and no failure by the Guarantor to do so shall constitute a default or breach under this Agreement or the Underlying Agreement.

Upon expiry, the Creditor shall, within [Number] Business Days of a written request from the Guarantor, return the original of this Agreement, if issued in original form, and confirm in writing that the Guarantor has no further liability, save for any validly submitted Creditor Demand that remains pending.

The liability of the Guarantor under this Agreement is conditional upon the satisfaction, on or before the Effective Date or such later date as the Guarantor may agree in writing, of each of the conditions set out in this section, each of which is for the benefit of the Guarantor and may be waived only by the Guarantor in writing.

The Creditor shall have delivered to the Guarantor a complete and true copy of the Underlying Agreement, duly executed by the Creditor and the Debtor, together with all amendments, schedules and side arrangements relating to it.

The Guarantor shall have received evidence reasonably satisfactory to it of the corporate authority of the Creditor and the Debtor to enter into the Underlying Agreement and this Agreement, including [Description of Authority Documents].

The Guarantor shall have received confirmation from the Creditor that no event of default, or event which with the lapse of time or giving of notice would constitute an event of default, has occurred and is continuing under the Underlying Agreement.

The Debtor shall have paid to the Guarantor the guarantee fee of [Guarantee Fee Amount] [Currency], payable on [Guarantee Fee Payment Date], and the Guarantor shall have received any security or counter-indemnity required under the section entitled Rights of Subrogation, Indemnity and Recourse Against the Debtor, being [Description of Counter-Security, if any].

Each of the Parties shall have duly executed and delivered this Agreement, and the Guarantor shall have received all governmental, regulatory or corporate approvals necessary for its entry into this Agreement.

If any condition is not satisfied or waived by [Long-Stop Date], the Guarantor may, by written notice to the other Parties, terminate this Agreement, in which event the Guarantor shall have no liability hereunder.

If a Debtor Default occurs, the Creditor shall give a Notice of Default to the Guarantor, with a copy to the Debtor, no later than [Number] Business Days after the Creditor becomes aware of the Debtor Default and in any event no later than [Number] days after the due date of the unpaid amount.

The Notice of Default shall be in writing, shall be signed by an authorized representative of the Creditor, and shall specify: the Underlying Agreement provision under which the amount is due; the due date and the amount unpaid, itemized as to principal and interest; the manner in which the Debtor Default has occurred; and the steps taken by the Creditor to obtain payment from the Debtor.

The Notice of Default shall be accompanied by copies of the relevant invoices, statements of account, payment demands made to the Debtor and such other documents as evidence the existence and the amount of the Debtor Default.

The Creditor shall, following delivery of a Notice of Default, promptly provide to the Guarantor such further information and documents regarding the Debtor Default and the status of the Underlying Agreement as the Guarantor may reasonably request.

Failure by the Creditor to deliver a Notice of Default within the period stated in this section shall relieve the Guarantor of liability for interest, costs and other amounts accruing in respect of the period of delay, and, if the delay exceeds [Number] days, shall release the Guarantor from liability in respect of the relevant Debtor Default to the extent that the Guarantor has suffered prejudice as a result of the delay.

The Guarantor shall have a period of [Number] Business Days from receipt of the Notice of Default (the "Cure Period") within which the Guarantor may, but is not obliged to, procure that the Debtor remedies the Debtor Default. No Creditor Demand may be made before the Cure Period has expired.

The Creditor shall promptly notify the Guarantor in writing if the Debtor Default is remedied, waived or otherwise ceases to exist, whereupon the Notice of Default shall be deemed withdrawn.

Following the expiry of the Cure Period, and provided that the Debtor Default is continuing, the Creditor may make a Creditor Demand by written notice delivered to the Guarantor in accordance with the section entitled Notices, and not otherwise.

A Creditor Demand shall be valid only if it: is made within the Guarantee Term or the Claim Deadline; states the exact amount claimed, which shall not exceed the Maximum Amount; includes a certificate signed by an authorized officer of the Creditor confirming that the amount claimed is due and unpaid by the Debtor under the Underlying Agreement, that a Notice of Default has been duly given and that the Creditor has not received payment of that amount; and attaches a copy of the Notice of Default and the supporting documents provided under it.

The Creditor Demand shall designate the bank account of the Creditor, held in the Creditor's own name, to which payment is to be made, with full account details, and the Guarantor shall be entitled to verify such details by independent means before making payment.

The Guarantor shall pay the amount properly claimed under a valid Creditor Demand within [Number] Business Days after receipt of such Creditor Demand, in [Currency], by wire transfer of immediately available funds to the account designated. The Guarantor shall have no obligation to pay earlier.

If the Guarantor reasonably considers that a Creditor Demand is defective or incomplete, it shall notify the Creditor, specifying the defects, within the period for payment, and the period for payment shall be suspended until a conforming Creditor Demand is received. A defective Creditor Demand shall not give rise to any default or interest on the part of the Guarantor.

All payments by the Guarantor shall be made without set-off or counterclaim by the Creditor and, to the extent required by law, net of any withholding or deduction for taxes, in which case the Guarantor shall not be obliged to pay any additional amount, and the Creditor shall bear all taxes imposed on payments received by it.

Payment by the Guarantor of any amount under this Agreement shall discharge the Guarantor's liability pro tanto, whether or not the amount paid is applied by the Creditor against the Guaranteed Obligations, and the Guarantor shall have no responsibility for the application of any payment made by it.

The Creditor may make successive Creditor Demands, provided that the aggregate amounts claimed shall not exceed the Maximum Amount and that each relates to a distinct Debtor Default in respect of which the procedures of this Agreement have been followed.

The Guarantor shall be entitled to rely upon and assert against the Creditor, in addition to its own rights, all defenses, counterclaims, rights of set-off and limitations that would be available to the Debtor under or in relation to the Underlying Agreement, except for those arising solely from the insolvency or incapacity of the Debtor.

The Guarantor shall not be liable if and to the extent that the Guaranteed Obligations are or become void, unenforceable, illegal, or time-barred as against the Debtor, or have been discharged, reduced, waived or compromised, other than through a mere insolvency of the Debtor.

The Creditor shall not be entitled to claim payment from the Guarantor until it has made a written demand for payment on the Debtor and the Debtor has failed to pay within the period specified in such demand, and the Guarantor may require the Creditor, as a precondition to payment, to demonstrate that it has taken [Description of Required Enforcement Steps Against Debtor] against the Debtor, unless the Debtor is insolvent or has ceased to carry on business.

The Guarantor may set off against any amount payable under this Agreement any amount which the Creditor owes to the Guarantor, whether or not arising under this Agreement.

The Guarantor shall not be liable for any loss arising from the Creditor's breach of the Underlying Agreement, the Creditor's negligence, wilful misconduct or failure to take reasonable steps to mitigate or recover the Guaranteed Obligations, and any amount which the Debtor would be entitled to withhold on account of such breach shall be deducted from the Guarantor's liability.

The Guarantor shall not be bound by any statement, admission, settlement or judgment made or given as between the Creditor and the Debtor after the Effective Date unless the Guarantor has agreed to it in writing, and the Creditor shall not take any action that prejudices the Guarantor's rights under this Agreement.

No waiver of any defense by the Guarantor shall be implied from any delay, omission or conduct, and the rights of the Guarantor under this section are in addition to any other defense or limitation available to it under applicable law or under this Agreement.

Upon payment by the Guarantor of any amount under this Agreement, the Guarantor shall be automatically subrogated, to the extent of such payment, to all rights, remedies, claims, securities and priorities of the Creditor against the Debtor and any other person in respect of the Guaranteed Obligations, and the Creditor shall, at the Debtor's expense, execute all documents and do all things reasonably required to give effect to such subrogation.

The Debtor shall, on first written demand, indemnify the Guarantor and hold it harmless against all amounts paid by the Guarantor under or in connection with this Agreement, together with interest on such amounts from the date of payment until reimbursement at the rate of [Indemnity Interest Rate] per annum, and all costs, fees and expenses (including legal fees) incurred by the Guarantor in connection with this Agreement, any Creditor Demand or the enforcement of its rights hereunder.

The Guarantor's rights of recourse against the Debtor shall arise upon the Guarantor's receipt of a Notice of Default and shall entitle the Guarantor, even before making any payment, to require the Debtor to pay the Guaranteed Obligations directly to the Creditor or to provide security or funds to the Guarantor in an amount equal to the amount of the Debtor Default.

The Debtor shall pay to the Guarantor the guarantee fee specified in the section entitled Conditions Precedent to Liability of the Guarantor and, if applicable, an annual fee of [Annual Guarantee Fee], payable in advance on each [Fee Payment Date], and such fees shall be non-refundable.

The Guarantor shall not be required to claim from the Debtor or enforce any security before making payment to the Creditor, but if it has paid, it may enforce its rights against the Debtor in any order and as it sees fit.

The Creditor agrees that, until the Guaranteed Obligations have been paid in full, it shall not, without the consent of the Guarantor, release, reduce or surrender any security or right against the Debtor or any third party relating to the Guaranteed Obligations, and any amount received by the Creditor from such sources after payment by the Guarantor which would result in the Creditor being paid in excess of the Guaranteed Obligations shall be held on trust for, and paid promptly to, the Guarantor.

The rights of the Guarantor under this section are cumulative, are independent of any other right of the Guarantor against the Debtor, and shall survive payment and the expiry or termination of this Agreement.

The Debtor acknowledges that the Guarantor has entered into this Agreement at the Debtor's request and for its benefit, and that the Guarantor has made no representation to the Debtor regarding the Underlying Agreement or the Debtor's obligations.

The Debtor undertakes to the Guarantor to perform all of its obligations under the Underlying Agreement punctually, to refrain from any act or omission that would give rise to a Debtor Default, and to notify the Guarantor promptly, and in any event within [Number] Business Days, of any actual or anticipated default, dispute, insolvency event or other material adverse change relating to the Debtor or the Underlying Agreement.

The Debtor shall not, without the prior written consent of the Guarantor, agree to any amendment, waiver, extension, novation or termination of the Underlying Agreement which increases, accelerates or extends the Guaranteed Obligations or otherwise adversely affects the position of the Guarantor.

The Debtor shall provide to the Guarantor, within [Number] days after the end of each [Financial Period], its financial statements and such other information concerning its financial condition and operations as the Guarantor may reasonably request, and shall permit the Guarantor and its representatives to inspect its books and records upon reasonable notice.

The Debtor shall not, until the Guaranteed Obligations have been discharged in full, grant any security over its assets to any third party, or dispose of all or a substantial part of its assets, other than in the ordinary course of business, without the prior written consent of the Guarantor.

The Debtor shall, if the Guarantor so requires, provide the counter-security specified in the section entitled Conditions Precedent to Liability of the Guarantor and shall promptly replenish or supplement such security if its value falls below [Minimum Security Value].

The Debtor acknowledges that its obligations under this Agreement are independent of its obligations to the Creditor, shall be paid without set-off or counterclaim and free of any withholding, and that the Guarantor shall be entitled to specific performance of the Debtor's undertakings in addition to any other remedy.

Each Party represents and warrants to the other Parties, as at the Effective Date and on each date on which a Creditor Demand is made, 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 enter into and perform this Agreement.

Each Party represents and warrants that this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, and that its execution and performance do not conflict with its constitutional documents, any law applicable to it, or any agreement binding upon it.

The Creditor represents and warrants that the Underlying Agreement is in full force and effect, that the copy delivered to the Guarantor is true, complete and up to date, that the Creditor has fully performed all of its obligations under the Underlying Agreement which are due, and that, to the best of its knowledge, no event of default has occurred under it.

The Creditor represents and warrants that it has disclosed to the Guarantor all facts known to it that are material to the Guarantor's decision to enter into this Agreement, including any matter affecting the creditworthiness of the Debtor, and that it has not made any misrepresentation to the Guarantor.

The Debtor represents and warrants that all information provided by it to the Guarantor or the Creditor is true, accurate and not misleading, that it is solvent and able to pay its debts as they fall due, that no insolvency proceeding has been commenced or threatened against it, and that there is no litigation or claim pending or threatened that might adversely affect its ability to perform the Underlying Agreement.

The Guarantor represents and warrants solely that it is duly organized and has the corporate authority to enter into this Agreement. The Guarantor makes no representation or warranty regarding the Debtor, the Underlying Agreement or the Guaranteed Obligations, and the Creditor acknowledges that it has relied solely on its own assessment of the Debtor.

The Creditor and the Debtor shall promptly notify the Guarantor if any of their representations or warranties ceases to be true or becomes misleading, and any inaccuracy in a representation or warranty of the Creditor or the Debtor shall entitle the Guarantor to the remedies available under this Agreement.

No amendment, supplement, novation, renewal, extension, waiver or other variation of the Underlying Agreement or the Guaranteed Obligations (each a "Variation") shall be binding on the Guarantor, or increase, extend or accelerate its liability under this Agreement, unless the Guarantor has given its prior written consent to such Variation.

The Creditor shall give the Guarantor written notice of any proposed Variation at least [Number] Business Days before its proposed effective date, setting out its terms in full, and the Guarantor shall have the right, in its sole discretion, to grant, refuse or condition its consent.

Silence, delay or inaction by the Guarantor shall not constitute consent to any Variation, and consent given in respect of one Variation shall not constitute consent to any other.

If any Variation is made without the prior written consent of the Guarantor, the Guarantor shall be fully and automatically discharged from all liability under this Agreement, except where the Variation is of a minor, administrative nature and could not reasonably be expected to prejudice the Guarantor.

Where the Guarantor consents to a Variation, the consent shall be given only on the terms specified in it, the Maximum Amount and the Expiry Date shall remain unchanged unless expressly amended, and the Guarantor may require, as a condition of its consent, additional fees or security from the Debtor.

The Creditor shall not grant to the Debtor any time, indulgence, waiver or release in respect of the Guaranteed Obligations without the prior written consent of the Guarantor, and no failure of the Guarantor to object shall be construed as acquiescence.

The Guarantor shall not be liable for any increase in the Guaranteed Obligations resulting from any additional borrowing, drawing, utilization or advance made by the Creditor to the Debtor after the Effective Date, except as provided in the Underlying Agreement as in effect on the Effective Date.

The Guarantor shall be released and discharged from all liability under this Agreement, automatically and without further formality, upon the earliest to occur of: the Expiry Date (subject to the Claim Deadline for a valid Creditor Demand then pending); payment in full of the Guaranteed Obligations by the Debtor or any other person; payment by the Guarantor of an aggregate amount equal to the Maximum Amount; or the termination or full performance of the Underlying Agreement.

The Guarantor shall also be released and discharged if: any Variation is made without the Guarantor's consent as provided in this Agreement; the Creditor releases, impairs or fails to preserve any security or right against the Debtor or any third party in a manner prejudicial to the Guarantor; or the Creditor materially breaches this Agreement and fails to remedy such breach within [Number] days after written notice.

Any payment received by the Creditor in respect of the Guaranteed Obligations and subsequently avoided or required to be refunded under any insolvency or similar law shall not reinstate the liability of the Guarantor after the Expiry Date, and the Guarantor shall have no liability in respect of any such amount unless a valid Creditor Demand for it has been received before the Claim Deadline.

Upon release or discharge, the Creditor shall promptly return to the Guarantor any documents, security, deposit or collateral held in connection with this Agreement, and shall, upon request, deliver a written confirmation of release in a form reasonably satisfactory to the Guarantor.

The release and discharge of the Guarantor shall not affect the obligations of the Debtor to the Guarantor under the section entitled Rights of Subrogation, Indemnity and Recourse Against the Debtor, or the Debtor's obligation to reimburse the Guarantor for any amount paid by it, all of which shall survive.

The Creditor shall bear the burden of proving that all conditions to the liability of the Guarantor have been met and that the Guarantor has not been released or discharged under this Agreement.

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

The Creditor may not assign, transfer, charge, novate or otherwise dispose of any of its rights or obligations under this Agreement, or the benefit of the Guaranteed Obligations, in whole or in part, without the prior written consent of the Guarantor, which the Guarantor may withhold in its sole discretion or grant subject to conditions.

Any permitted assignee or transferee of the Creditor shall be bound by this Agreement as if it were an original party, shall assume in writing all obligations of the Creditor, and shall have no greater rights against the Guarantor than the Creditor would have had, being subject to all defenses and rights of set-off available against the Creditor.

Any assignment or transfer of the Underlying Agreement or the Guaranteed Obligations by the Creditor without the Guarantor's consent shall release the Guarantor from all liability under this Agreement.

The Debtor may not assign or transfer any of its rights or obligations under this Agreement or the Underlying Agreement, and no change of control of the Debtor shall occur without prior written notice to the Guarantor, and the Debtor shall remain liable to the Guarantor in all events.

The Guarantor may assign or transfer its rights and obligations under this Agreement, including its rights of subrogation, indemnity and recourse, to any affiliate or to any successor to all or substantially all of its business, upon written notice to the other Parties, and may assign its rights against the Debtor to any person, without the consent of the Creditor or the Debtor.

Any purported assignment or transfer in breach of this section shall be null and void.

Any notice, demand, consent or other communication under this Agreement shall be in writing, in the English language, and shall be delivered by hand, by internationally recognized courier, or by registered mail, to the address of the receiving Party stated below, or to such other address as that Party has notified in accordance with this section.

The details of the Parties for notices are: the Creditor: [Creditor Notice Address], attention [Name/Title], email [Email]; the Guarantor: [Guarantor Notice Address], attention [Name/Title], email [Email]; and the Debtor: [Debtor Notice Address], attention [Name/Title], email [Email].

A notice shall be deemed received: if delivered by hand, upon delivery with written acknowledgment of receipt; if sent by courier, on the date of signed delivery; and if sent by registered mail, on the [Number] Business Day after posting.

Notice by email shall be effective only as a courtesy copy and shall not constitute valid delivery of a Notice of Default, a Creditor Demand or any other notice having legal effect, unless it is followed by delivery in a manner described above.

A notice received after [Time] on a Business Day, or on a day that is not a Business Day, shall be deemed to be received at the opening of business on the next Business Day.

Each Party shall notify the others in writing of any change in its address, and until such notice is received, notices sent to the last notified address shall be effective.

Any Creditor Demand or Notice of Default which does not comply with this section shall be ineffective, and the periods under this Agreement shall run only from the date on which a conforming notice is received by the Guarantor.

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].

The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination (a "Dispute"), by good-faith negotiations between senior representatives of the Parties for a period of [Number] days after written notice of the Dispute.

If the Dispute is not resolved by negotiation within that period, it shall be finally resolved by arbitration under the rules of [Arbitration Institution], by [Number] arbitrator(s) appointed in accordance with such rules.

The seat of arbitration shall be [City, Country/Jurisdiction], the language of the arbitration shall be English, and the award shall be final and binding on the Parties and may be entered and enforced in any court of competent jurisdiction.

Notwithstanding the foregoing, the Guarantor may, at its option, bring proceedings against the Debtor in the courts of [Jurisdiction of Courts], which shall have jurisdiction for the purpose of enforcing the Guarantor's rights under the section entitled Rights of Subrogation, Indemnity and Recourse Against the Debtor, and any Party may seek interim or conservatory relief from any court of competent jurisdiction.

Each of the Creditor and the Debtor waives any objection to such courts or the arbitral tribunal on the grounds of venue or forum non conveniens, and the Debtor irrevocably appoints [Process Agent Name and Address] as its agent for service of process.

The prevailing Party in any Dispute shall be entitled to recover its reasonable legal fees and costs from the other Party or Parties, and in any Dispute in which the Guarantor prevails, the Debtor shall bear such fees and costs of the Guarantor jointly with the Creditor to the extent the Creditor's claim is dismissed.

Pending resolution of any Dispute, the Parties shall continue to perform their obligations under this Agreement that are not the subject of the Dispute, and the Guarantor shall have no obligation to pay any amount that is the subject of a good-faith Dispute until the Dispute is finally resolved.

This Agreement, together with the Underlying Agreement to the extent referenced herein, constitutes the entire agreement among the Parties regarding the guarantee of the Guaranteed Obligations, and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, relating to its subject matter.

No amendment or modification of this Agreement shall be effective unless made in writing, expressly referring to this Agreement, and signed by authorized representatives of the Guarantor, the Creditor and the Debtor.

No failure or delay by the Guarantor in exercising any right or remedy shall operate as a waiver of it, and no waiver by the Guarantor shall be effective unless in writing and signed by it, and any waiver shall apply only to the specific instance for which it is given.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall not be affected, and the Parties shall negotiate in good faith to replace the affected provision with a valid provision that most closely achieves its intended effect, provided that the liability of the Guarantor shall not thereby be increased.

Nothing in this Agreement shall create any partnership, joint venture, agency or fiduciary relationship between the Parties, and the Guarantor shall not owe any duty to the Creditor or the Debtor other than as expressly set out herein.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement, except that the Debtor shall reimburse the Guarantor for all reasonable costs and expenses, including legal fees, incurred in connection with the preparation, execution, administration, amendment and enforcement of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument, and may be executed by electronic signature, which shall have the same effect as a handwritten signature.

No person who is not a Party shall have any right to enforce any term of this Agreement, except for permitted successors and assigns, and the provisions of this Agreement which by their nature are intended to survive its expiry, including the sections concerning recourse, indemnity, notices and dispute resolution, shall so survive.