Common use of Bank Guarantee Clause in Contracts

Bank Guarantee. 1. In case the SHIPPER, following one of the Auctions provided for in the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 1, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank (the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees as per Article 9. The Bank Guarantee must be conformed to the form herein attached as Annex B. The Bank Guarantee shall be in force until the date specified in clause 5 of Annex B and shall guarantee all the payments due under the Contract. 3. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 by the Guarantee Date 1, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 by the Guarantee Date 2, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penalty. 4. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 above offsetting the relevant credit.

Bank Guarantee. 1. In case 29.1 The Lessee must deliver to the SHIPPER, following one of Lessor on or before the Auctions provided for Commencement Date a guarantee or unconditional performance bond from a trading bank conducting business in Australia in a form and on terms approved by the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 1, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank Lessor (the "Bank Guarantee") for an amount equivalent in favour of the Lessor to 3 (three) monthly Subletting Fees as per Article 9. The Bank Guarantee must be conformed secure payment to the form herein attached as Annex B. The Bank Guarantee shall be in force until Lessor of the date amount specified in clause 5 item 11 of Annex B and shall guarantee all the payments due under the ContractSchedule ("Security Amount"). 3. Should 29.2 If: (a) the SHIPPER fail Lessee fails to make available to ENI pay Rent, the Outgoings or other moneys payable under this Lease on the due date; or (b) there occurs any other default by the Lessee under this Lease, the Lessor may present the Bank Guarantee to the relevant bank to pay the Lessor the Security Amount without reference to the Lessee and despite any notice from the Lessee to the Bank not to pay the Lessor any money. 29.3 Within ten (10) Business Days (and no later) after the Lessor receives payment of the full amount of the Security Amount under the Bank Guarantee, the Lessee must deliver to the Lessor a further Bank Guarantee on substantially the same terms as specified in Article 16.2 by the Guarantee Date 1, or should the Bank Guarantee result not enforceable, ENI shall be entitled initially delivered to suspend the execution of the related Individual Contract (in any case the SHIPPER shall be obliged to fulfil its obligation Lessor under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI this clause. 29.4 Payment under the Bank Guarantee as specified in Article 16.2 by the Guarantee Date 2, or should the Bank Guarantee result does not enforceable, ENI shall be entitled to terminate the related Individual Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to limit the rights of the Parties accrued up to Lessor under this Lease or operate as a waiver of the date Lessee's default of termination. In such case ENI may enforce any of the Bid Bond as partial payment for the above mentioned penaltyLessee's Obligations under this Lease. 4. In case 29.5 Any part of the SHIPPER fails to promptly comply with its obligations to pay amount paid under this Contract, ENI shall be entitled to enforce the Bank Guarantee subsequently determined by the Lessor to be in excess of the loss incurred by the Lessor resulting from the Lessee's initial default, or any other default of the Lessee, will be paid to the Lessee after the Lessor determines the amount of the excess. 29.6 Not more than three (3) months after the expiration of the Lease Year in which Termination occurs if the Bank Guarantee has not become presentable under Article 16.2 above offsetting this Clause 29, the relevant creditLessor will promptly release the Bank Guarantee to the bank provided that there is then: (a) no Rent, Variable Outgoings or other moneys payable under this Lease; and (b) no act, matter or thing in respect of which the Lessor has or may have a claim against the Lessee.

Bank Guarantee. 1. In case the SHIPPER, following one of the Auctions provided for in the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 104/01/2017, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank (the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees Fee as per Article 9. The Bank Guarantee must be conformed to the form herein attached as Annex B. F. The Bank Guarantee shall be in force until the date specified in clause 5 3 of Annex B F and shall guarantee all the payments due under the Contract. 32. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 104/01/2017, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual this Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 218/01/2017, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual this Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual this Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penalty. 43. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 16.1 above offsetting the relevant credit.

Bank Guarantee. 1. In case (a) On or before the SHIPPERCommencement Date, following one of the Auctions provided for in Tenant must deliver the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send Bank Guarantee to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2Landlord. 2. Within (b) If the Guarantee Date 1Term is equal to or less than 6 months, the SHIPPER shall provide ENI with Landlord will accept a credit guarantee on first demand issued by an internationally Primary Bank (the "security deposit instead of a Bank Guarantee", despite the provisions of clause 15(a). (c) If the Term is more than 6 months, then, despite anything to the contrary in this lease, the Landlord will accept a security deposit for an amount equivalent to 3 (three) monthly Subletting Fees as per Article 9. The Bank Guarantee must be conformed to of three months’ Rent plus GST for a period of one month on and from the form herein attached as Annex B. The Bank Guarantee shall be in force until Commencement Date, provided that the date specified in clause 5 of Annex B and shall guarantee all the payments due under the Contract. 3. Should the SHIPPER fail to make available to ENI Tenant provides the Bank Guarantee as specified in Article 16.2 by to the Guarantee Date 1, Landlord on or should before the day one month after the Commencement Date. The Landlord must return the security deposit to the Tenant within a reasonable time after the Landlord receives the Bank Guarantee. If the Tenant does not provide the Bank Guarantee result to the Landlord in accordance with clause 15(c), the Term is automatically reduced to three months. (d) If the Tenant does not enforceablecomply with any of its obligations under this lease, ENI shall be entitled to suspend then the execution of the related Individual Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI Landlord may call on the Bank Guarantee as specified in Article 16.2 without notice to the Tenant to make good any loss or damage suffered or incurred by the Guarantee Date 2, or should Landlord as a result of the Tenant's failure. (e) If the Landlord calls on the Bank Guarantee, then no later than seven days after the Landlord gives the Tenant a notice asking for it, the Tenant must deliver to the Landlord a replacement or additional Bank Guarantee result not enforceableso that the amount guaranteed is the relevant amount in Item 7. (f) If the Landlord accepts a security deposit, ENI shall be entitled the Landlord may: hold it in an ordinary bank account of either the Landlord or the Landlord’s manager; may combine it with other funds; and this clause applies to terminate the related Individual Contract and the SHIPPER shall pay to ENI it as if it were a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination Bank Guarantee. (g) The Tenant's obligations under this clause 15 are essential terms of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penaltylease. 4. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 above offsetting the relevant credit.

Bank Guarantee. 1. In case the SHIPPER, following one of the Auctions provided for in the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 106/07/2016, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank (the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees Fee as per Article 9. The Bank Guarantee must be conformed to the form herein attached as Annex B. F. The Bank Guarantee shall be in force until the date specified in clause 5 3 of Annex B F and shall guarantee all the payments due under the Contract. 32. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 106/07/2016, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual this Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 220/07/2016, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual this Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual this Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penalty. 43. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 16.1 above offsetting the relevant credit.

Bank Guarantee. 1. In case (a) If at any time during the SHIPPERTerm, following one FOXTEL considers that the creditworthiness of the Auctions provided for in Access Seeker does not meet FOXTEL’s reasonable requirements, then FOXTEL may require the Auction ProcedureAccess Seeker, will be awarded some Sublet Hourly Flow Rateat its own cost, ENI will send to SHIPPER provide a new Bank Guarantee or to vary the amount or type of an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 1, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank (the "existing Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees as per Article 9. The Bank Guarantee must be conformed to the form herein attached as Annex B. The amount of any new or varied Bank Guarantee shall be in force deemed to meet FOXTEL’s reasonable requirements if it is sufficient to enable the performance of the Access Seeker’s obligations under this Agreement, including the payment of Access Charges, Other Payments and any loss which may be suffered directly or indirectly by the FOXTEL Group as a result of the default of the Access Seeker under this Agreement. (b) Where FOXTEL requests a new or varied Bank Guarantee under Clause 3.1(a), the Access Seeker must provide the new or varied Bank Guarantee within 15 Business Days of the request being made. (c) The Access Seeker must, unless otherwise agreed by FOXTEL: (i) ensure that any Bank Guarantee is kept current and enforceable until the date specified in clause 5 expiry of Annex B a 6 month period after the last to occur of: (A) the termination or expiry of this Agreement; or (B) payment to FOXTEL of all outstanding Access Charges, Other Payments and shall guarantee all other amounts payable by the payments due Access Seeker under this Agreement, and (ii) ensure that the Contractterms of any Bank Guarantee provided to FOXTEL are complied with fully. 3. Should (d) In the SHIPPER fail event of any default by the Access Seeker in the payment of Access Charges or Other Payments as applicable under this Agreement or the performance of any other obligation on the part of the Access Seeker contained in this Agreement, FOXTEL will, without limiting or waiving any rights which FOXTEL may have under this Agreement or otherwise, be entitled to make available demand payment of the whole or a proportionate part of the amount secured by any Bank Guarantee to ENI compensate FOXTEL for the loss suffered directly or indirectly by it as a result of the default by Access Seeker. (e) Where FOXTEL makes a demand on any Bank Guarantee, the Access Seeker must provide a replacement or additional Bank Guarantee so that the total amount of the Bank Guarantee as specified in Article 16.2 required by FOXTEL under this Agreement is restored. (f) Subject to the Guarantee Date 1provisions of this Clause 3, or should the FOXTEL shall ensure that any Bank Guarantee result not enforceable, ENI shall be entitled is forwarded to suspend the execution of Access Seeker within 7 days after the related Individual Contract (in date that the Access Seeker is required to ensure that any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 by the Guarantee Date 2, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual Contract is kept current and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penaltyenforceable under Clause 3.1(c)(i). 4. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 above offsetting the relevant credit.

Bank Guarantee. 1. In case the SHIPPER, following one of the Auctions provided for in the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 113/07/2015, the SHIPPER shall provide to ENI with a credit guarantee on first demand issued by an internationally international Primary Bank (the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees subletting Fee as per Article 9. The Bank Guarantee must be conformed to with the form herein attached as Annex B. The Bank Guarantee shall be in force until the date specified in clause 5 3 of Annex B and shall guarantee all the payments due under the Contract. 32. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 15.1 by the Guarantee Date 113/07/2015, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual this Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 15.1 by the Guarantee Date 222/07/2015, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual this Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penalty. 43. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 above article 15.1 above, offsetting the relevant credit.

Bank Guarantee. 1. In case the SHIPPER, following one of the Auctions provided for in the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 1, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank (the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees as per Article 9. The Bank Guarantee must be conformed to the form herein attached as Annex B. The Bank Guarantee shall be in force until the date specified in clause 5 of Annex B and shall guarantee all the payments due under the Contract. 3. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 by the Guarantee Date 1, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 by the Guarantee Date 2, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penalty. 4. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 above offsetting the relevant credit.

Bank Guarantee. 1. In case the SHIPPER, following one of the Auctions provided for in the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 121/08/2018, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank (the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees as per Article 9. The Bank Guarantee must be conformed to the form herein attached as Annex B. F. The Bank Guarantee shall be in force until the date specified in clause 5 3 of Annex B F and shall guarantee all the payments due under the Contract. 32. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 121/08/2018, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual this Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 228/08/2018, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual this Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual this Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penalty. 43. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 16.1 above offsetting the relevant credit.

Bank Guarantee. 1. In case 43.1 To secure the SHIPPERperformance of all its obligations under this Lease Agreement in full and on the due dates, following one including and without derogating from the generality of the Auctions provided foregoing, to secure payment of the rent and the other payments which the Lessee is liable for under this Lease Agreement, the Lessee undertakes to deposit with the Company, on the signing of this Lease Agreement, an autonomous Bank Guarantee indexed linked in the Auction Proceduresum NIS equivalent to $600,000 (six hundred US dollars) namely : NIS 2456.400 (two million four hundred and fifty six thousand new shekels) which shall be in force until it is actually replaced by another indexed linked autonomous Bank Guarantee on the terms specified below, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 1which as provided below, the SHIPPER Lessee undertakes to provide for the Company on the delivery date. On the delivery date the Lessee shall provide ENI with deposit a credit substitute guarantee on first demand issued by as provided at the beginning of this sub-clause, an internationally Primary autonomous index linked Bank Guarantee in an amount NIS equivalent to the rent (the "Bank Guarantee"including for parking spaces) for an 3 months. Such Guarantee shall be renewed from time to time commencing from the delivery date and the amount equivalent thereof shall be updated in proportion to 3 (three) monthly Subletting Fees as per Article 9the size of the area of the demised premises and/or the extension of the letting period, according to the amount of the rent, that under the provisions of this clause, is to be payable by the Lessee, at that time to the Company. The Bank Guarantee must be conformed to the form herein attached as Annex B. The Bank Guarantee shall be in force until the date specified in clause 5 expiration of Annex B and shall guarantee all the payments due under the Contract. 3. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 by the Guarantee Date 1, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 by the Guarantee Date 2, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to 3 months from the date of terminationthe end of the letting under this Lease Agreement (hereinafter called "THE GUARANTEE"). The Guarantee shall be in the form as attached to this Lease Agreement as APPENDIX F. 43.2 In any case in which the Lessee has not made any payment that it is bound to make under this Lease Agreement and/or under the Management Contract, on the date fixed for the payment thereof, and/or has not complied with any of the Lessee's obligations towards the Company under the provisions of this Leasing Agreement and the Management Agreement, the Company shall be entitled, but not obliged, after giving 7 days advance written warning, to implement the Guarantee and recover from out of the guarantee sum the amount that was not paid on the due date and/or any other sum that the Lessee is at that time liable for to the Company (plus indexation differentials and late default interest due to the Company in respect thereof, if applicable). 43.3 It is hereby agreed and declared that in no case shall the exercise of the Guarantee as provided in sub-clause 43.2 above derogate from any other remedy that the Company is entitled to against the Lessee for a breach of this Lease Agreement and/or Management Contract under this Agreement and under any law. In such case ENI may enforce the Bid Bond as partial payment for addition the above mentioned penaltyexercise of the Guarantee by the Company shall not confer any right on the Lessee in the demised premises and nothing by virtue thereof shall constitute a waiver or indulgence of any of the company's rights or of the obligations of the Lessee under the provisions of this Lease Agreement and is not a substitute for any of them. 443.4 Where the Company has exercised the Guarantee and has been repaid from the amount of the Guarantee wholly or partially, in the circumstances described above, the Lessee shall be liable to replace the original amount of the Guarantee immediately on receipt of first demand from the Company to do so, by way of production of a new Guarantee, for the period and for the amount of the original Guarantee. In case Where a new Guarantee has been produced to the SHIPPER fails Company as aforesaid, the Company shall return the amount of the original Guarantee to promptly comply the Lessee after deducting from it the amount which has been used as above and by way of set off of the expenses incurred by the Company in connection with its obligations the enforcement of the Guarantee. 43.5 The Lessee shall produce to pay under this Contractthe Company, ENI 30 days prior to the end of the validity of the Guarantee, an original extended Guarantee, on the same terms duly lawfully signed by the Bank that has issued it. Where the Lessee does not extend the Guarantee as required, the Company shall be entitled to enforce the Bank original Guarantee and to hold the amount of the consideration thereof instead of the Guarantee. 43.6 Prior to the commencement of the last letting period or in the additional letting period (if there is one) or in the second additional letting period (if there is one) or in the third additional letting period (if there is one) or in the fourth additional letting period (if there is one) or in the fifth additional letting period (if there is one), the Lessee shall deliver a Guarantee to the Company whose validity shall expire 3 months after the date of the end of the letting under Article 16.2 this Lease Agreement, this being to secure the actual performance of all the Lessee's liabilities under this Lease Agreement, including the covering of any debt owed by the Lessee to the Company and including in relation to the end of the letting, including in connection with the vacation of the demised premises by the Lessee at the end of the letting It is agreed and made clear that nothing by virtue of the end of the letting under this Lease Agreement and/or the return of the demised premises to the Company's possession shall derogate from the right of the Company to enforce the Guarantee in the manner provided above offsetting in relation to the relevant creditabove mentioned period of 3 months. Where the Guarantee has been enforced as above, then after the said period of 3 months has elapsed, the Company shall return the Lessee any sum remaining from the amount of the Guarantee that was enforced, after setting of the amount from which payment was made to the Company and the expenses that the Company incurred in enforcing the Agreement. 43.7 A breach of the provisions of this Clause shall be deemed to be a fundamental breach of the provisions of this Lease Agreement. 50

Bank Guarantee. 1Any Seller may become a Seller Guaranteed by Bank Guarantee, in the terms of this Section 12.5. In case Any Seller Guaranteed by Bank Guarantee shall obtain a bank guarantee securing all obligations of Sellers Guaranteed by Bank Guarantee under this Agreement, including the SHIPPERobligation to indemnify Buyer’s Indemnitee, following one in the total amount of 10% (ten percent) of the Auctions provided for in Purchase Price owed by the Auction ProcedureBuyer to each Seller Guaranteed by Bank, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in adjusted by SELIC as from the form date of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 1, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank execution of this Agreement) (the "“Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees as per Article 9”). The Bank Guarantee must be conformed to the form herein attached as Annex B. The Each Bank Guarantee shall be issued by a first tier bank acceptable by Buyer (which, except if otherwise agreed between the Seller Guaranteed by Bank Guarantee and Buyer, shall be among the ten (10) biggest Brazilian banks by net worth in force the previous fiscal year), and shall provide the immediate and unconditional payment of any amount requested by Buyer, in writing, and the waiver, by the bank, of all rights set forth in Section 12.3.2. 12.5.1. The Sellers Guaranteed by Bank Guarantee shall maintain their Bank Guarantees for a minimum term of 5 (five) years counted as from the Closing Date, subject to Section 12.5.2. In the event the Bank Guarantee is issued for a shorter term, such term shall be equal to, at least, 1 (one) year and the relevant Seller Guaranteed by Bank Guarantee shall, within thirty (30) days prior to expiration of the Bank Guarantee, (i) extend the term of the Bank Guarantee for an additional term of, at least, one (1) year or (ii) replace such Bank Guarantee by a new Bank Guarantee valid for at least one (1) year, upon the return of the Bank Guarantee in possession of Buyer. The default of the obligation by the Seller Guaranteed by Bank Guarantee to extend or replace the Bank Guarantee within such 30-day term shall authorize Buyer to demand to the Security Bank the prompt payment of the full amount of the Bank Guarantee, which funds Buyer shall keep in deposit (or use to pay Losses that may become owed by the Seller Guaranteed by Bank Guarantee) until the a new Bank Guarantee is issued and delivered to Buyer in accordance with the provisions of this Section 12.5. 12.5.2. The amount of the Bank Guarantee shall decrease according to the following schedule: (i) eight percent (8%) of the Purchase Price owed by Buyer to each Seller Guaranteed by Bank Guarantee (as adjusted for the IGP-M as from the Closing Date and until the date specified in clause 5 of Annex B and shall guarantee all the payments due under respective addition) as from the Contract. 3. Should second (2nd) anniversary of the SHIPPER fail Closing Date; (ii) six percent (6%) of the Purchase Price owed by Buyer to make available to ENI the each Seller Guaranteed by Bank Guarantee (as specified in Article 16.2 adjusted for the IGP-M as from the Closing Date and until the date of the of the respective addition) as from the third (3rd) anniversary of the Closing Date; (iii) four percent (4%) of the Purchase Price owed by the Guarantee Date 1, or should the Buyer to each Seller Guaranteed by Bank Guarantee result not enforceable, ENI shall be entitled to suspend (as adjusted for the execution IGP-M as from the Closing Date and until the date of the related Individual Contract respective addition) as from the fourth (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 104th) until and including the Day that follows the receipt anniversary of the valid Bank Guarantee. Should Closing Date; and (iv) two percent (2%) of the SHIPPER fail Purchase Price owed by Buyer to make available to ENI the each Seller Guaranteed by Bank Guarantee (as specified in Article 16.2 by the Guarantee Date 2, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable adjusted for the entire life of IGP-M as from the related Individual Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued Closing Date and up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for respective decrease) on the above mentioned penalty. 4. In case fifth (5th) anniversary of the SHIPPER fails to promptly comply with its obligations to pay under this ContractClosing Date, ENI shall be entitled to enforce securing that, from the Bank Guarantee under Article 16.2 above offsetting decrease amount, an amount equal to the relevant credittotal value of any and all potential Losses referring to any pending Lawsuit on the fifteenth (15th) Business Day prior to the date of any deduction, as informed by STP or its Subsidiaries up to the fifth (5th) Business Day prior to the estimated date of decrease in the Bank Guarantee. 12.5.3. Buyer undertakes to return to each of the Sellers Guaranteed by Bank Guarantee the original copy of the respective Bank Guarantee (i) to be replaced within five (5) Business Days of the delivery of the new Bank Guarantee; (ii) within five (5) Business Days after the fifth (5th) anniversary of the Closing Date, in the absence of any Lawsuit; or (iii) in the event of any Lawsuit on the fifth (5th) anniversary of the Closing Date, within five (5) Business Days of the definite resolution of the Lawsuit and reimbursement of any Losses that shall be indemnified pursuant to this Agreement.

Bank Guarantee. 1. In case 13.1 To secure its obligations, the SHIPPER, following Seller shall provide the Client with a bank guarantees issued by a bank with a minimum rating of A-/A-/A3 according to at least one of the Auctions provided for in ratings published by S&P/Fitch/▇▇▇▇▇'▇ valid on the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in date of issue of the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 1, the SHIPPER shall provide ENI with a credit bank guarantee on first demand issued by an internationally Primary Bank (the "“Bank Guarantee") ”). Every single Bank Guarantee shall be issued for an amount equivalent corresponding to 3 the respective Payment for Deliverable within that the Bank Guarantee is required according to Annex 1. 13.2 The Seller shall hand over the original counterpart of the Bank Guarantee to the Client within a respective Deliverable according to Annex 1 (three) monthly Subletting Fees as per Article 9i. e. along with a respective performance within Deliverable D1 and D2 where the Bank Guarantee is required). The Bank Guarantee must be conformed to the form herein attached as Annex B. The Bank Guarantee provided within Deliverable D1 shall be in force until the date specified in clause 5 valid for period of Annex B 17,5 months at least and shall guarantee all the payments due under the Contract. 3. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 provided within Deliverable D2 shall be valid for period of 15 months at least. The Bank Guarantees shall be always prolonged or replaced by new Bank Guarantees by the Guarantee Date 1Seller, or should in sufficient time prior to its expiry, in order to maintain its validity until the signing of the Final Acceptance Protocol by the Parties. 13.3 The Seller is obliged to ensure (and the Bank Guarantee must clearly states) the Client is entitled to draw on the Bank Guarantee at the first demand and without any objections or reservations from the bank (in particular, the Seller will ensure the Client will not be obliged to prove or document the reason for drawing on the Bank Guarantee in any way, respectively prove or document the Seller’s breach of any obligation) in the event that the Seller (or a Subcontractor) breaches any obligation under this Contract, applicable laws or technical standards, and the Client will be entitled to contractual penalties, damages or any other remedy (whether punitive, compensatory, restitutionary, or otherwise) as a result not enforceable, ENI of such breach. 13.4 The Client shall be entitled to suspend reject the execution Bank Guarantee and/or any related document or documents that do(es) not match the amount, conditions and date of issue of the related Individual Contract (in any case the SHIPPER shall Bank Guarantee according to this Contract. In that case, these documents will not be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the considered a valid Bank Guarantee. 13.5 The Bank Guarantee will be issued by the Seller s bank, namely Credit Industriel and Commercial CIC. Should Nevertheless, should the SHIPPER fail rating of the issuing bank decreases during the duration of this Contract Seller shall provide the Client with another Bank Guarantee issued by another bank complying with the rating required in Article 13.1, without the need of concluding a written amendment to make available to ENI this Contract. 13.6 The Seller shall provide the Client with documents proving the validity of the Bank Guarantee as specified in Article 16.2 by within five (5) days of the Guarantee Date 2Client’s request. For the avoidance of doubt, or should the Bank Guarantee result not enforceable, ENI shall be Client is entitled to terminate file requests pursuant this Article 13.6 repeatedly at any time during the related Individual Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination duration of this Individual Contract Contract; however, the Client shall be without prejudice to the rights of the Parties accrued up to the date of termination. In not abuse this right and shall submit such case ENI may enforce the Bid Bond as partial payment for the above mentioned penaltyrequest with reasonable time intervals. 4. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 above offsetting the relevant credit.

Bank Guarantee. 1. In case the SHIPPER, following one of the Auctions provided for in the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 117/07/2018, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank (the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees as per Article 9. The Bank Guarantee must be conformed to the form herein attached as Annex B. F. The Bank Guarantee shall be in force until the date specified in clause 5 3 of Annex B F and shall guarantee all the payments due under the Contract. 32. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 117/07/2018, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual this Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 224/07/2018, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual this Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual this Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penalty. 43. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 16.1 above offsetting the relevant credit.

Bank Guarantee. 1. In case the SHIPPER, following one of the Auctions provided for in the Auction Procedure, will be awarded some Sublet Hourly Flow Rate, ENI will send to SHIPPER an Individual Contract in the form of Annex D, specifying, inter alia, Guarantee Date 1 and Guarantee Date 2. 2. Within the Guarantee Date 113/07/2015, the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank (the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees Fee as per Article 9. The Bank Guarantee must be conformed to the form herein attached as Annex B. F. The Bank Guarantee shall be in force until the date specified in clause 5 3 of Annex B F and shall guarantee all the payments due under the Contract. 32. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 113/07/2015, or should the Bank Guarantee result not enforceable, ENI shall be entitled to suspend the execution of the related Individual this Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt of the valid Bank Guarantee. Should the SHIPPER fail to make available to ENI the Bank Guarantee as specified in Article 16.2 16.1 by the Guarantee Date 222/07/2015, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual this Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual this Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights of the Parties accrued up to the date of termination. In such case ENI may enforce the Bid Bond as partial payment for the above mentioned penalty. 43. In case the SHIPPER fails to promptly comply with its obligations to pay under this Contract, ENI shall be entitled to enforce the Bank Guarantee under Article 16.2 16.1 above offsetting the relevant credit.

Bank Guarantee. 1. In case 43.1 The Lessee hereby undertakes to deposit an autonomous unconditional and linked bank guarantee with the SHIPPERCompany in an amount equal to the rental for the Premises, following one for the parking and for maintenance charges (as set out in paragraph 4 of the Auctions provided Management Agreement Annex B) for in 3 months of the Auction Procedurelease together with value added tax as applicable, will be awarded some Sublet Hourly Flow Rate, ENI will send operative for a period of 14 months and renewable from time to SHIPPER an Individual Contract in time with effect from the form date of Annex D, specifying, inter alia, Guarantee Date 1 delivery thereof and Guarantee Date 2. 2. Within until 60 days shall have elapsed from the Guarantee Date 1, date of termination of the SHIPPER shall provide ENI with a credit guarantee on first demand issued by an internationally Primary Bank lease under this Agreement (hereinafter: "the "Bank Guarantee") for an amount equivalent to 3 (three) monthly Subletting Fees as per Article 9). The Bank Guarantee must be conformed to the form herein attached as Annex B. The Bank Guarantee shall be in force until the form attached to this Agreement as Annex ----- E. - 43.2 The Lessee shall deposit the letter of Guarantee with the Company by not later than 8th June 1999. Until the date specified of furnishing the Guarantee as set out in clause 5 this sub-paragraph, the Company shall be entitled, at its sole discretion, not to carry out any act and/or obligation of any nature under this Agreement involving the disbursement of monies. The non-performance of acts and/or obligations as aforesaid, shall not be regarded in any circumstances as a breach of the Company's obligations. Upon furnishing the Guarantee by due date as aforesaid, the Company's obligation to carry out acts and obligations as aforesaid shall have been perfected. Until the furnishing of the aforesaid letter of Guarantee to the Company, a promissory note signed by the Lessee, shall serve as collateral, which the Lessee shall deposit with the Company on the date of signature of this Agreement in the sum of NIS 395,000. The provisions pertaining to the aforesaid promissory note and the form thereof are set forth in Annex B F to this Agreement and in Schedule 1 to the aforesaid Annex F. The promissory note shall ---------- ------- be returned to the Lessee against receipt by the Company of the aforesaid Guarantee. It is recorded that the furnishing of the promissory note shall not in any manner be construed as derogating from the Lessee's liability to put up the aforesaid Guarantee on the date set out in this sub-paragraph by fulfilment of all the provisions of the Agreement pertaining thereto. 43.3 Should the Lessee fail to pay rental and/or any other amount for which it is liable under the provisions of this Agreement and/or those of the Management Agreement on the due date, and/or fail to fulfil any of its obligations towards the Company under the provisions of this Agreement or the Management Agreement, the Company shall be entitled - but not obliged and after 14 days prior written notice thereof shall have been given to the Lessee - to realise and recover from the amount of the Guarantee, the amount unpaid on the due date thereof and/or any other amount owed by the Lessee at such time to the Company (together with linkage and interest due to it with respect thereto) as well as to take proceedings against the Lessee arising from the breach of this Agreement and/or the Management Agreement, or not to take proceedings as aforesaid, without derogating from the rights available to the Company under any law against the Lessee. 43.4 The Lessee hereby declares and agrees that without derogating from the aforesaid Guarantee, the full validity of the Guarantee shall not be attacked, including the Company's right to realise the same, in its entirety or in part, by reason of any claim or right available to the Lessee under the provisions of this Agreement, since the collateral is final, decisive and absolutely autonomous, not capable of alteration, of being made conditional, of being set off, mortgaged, attached or seized, for any reason whatsoever. In addition the realisation of the Guarantee by the Company as aforesaid shall not confer on the Lessee any right whatsoever in and to the Premises and shall guarantee not amount to a waiver or to its being conditional upon any of the rights of the Company or of the obligations of the Lessee under the provisions of this Agreement, nor shall it replace any of the same. 43.5 Should the Company have realised the Guarantee and made use of all or any part of the amount of the Guarantee, in the circumstances described above, the Lessee shall be obliged to raise the Guarantee to the original amount thereof immediately upon receipt of the Company's first demand therefor, by way of the furnishing of a fresh Guarantee, for the period and at the amount of the original Guarantee. Should a new Guarantee be furnished as aforesaid, the Company shall refund to the Company the amount of the original Guarantee after the deduction of the amount which had been so utilised as aforesaid and after set off of the costs occasioned to the Company in connection with the realisation of the Guarantee. 43.6 The Lessee shall, 45 days prior to the expiration of the validity of the Guarantee, furnish the Company with an original extension of the Guarantee, together with all the payments due under conditions thereof, duly signed by the Contract. 3bank issuing the same. Should the SHIPPER Lessee fail to make available to ENI extend the Bank Guarantee as specified in Article 16.2 by required, the Guarantee Date 1, or should the Bank Guarantee result not enforceable, ENI Company shall be entitled to suspend realise the execution original Guarantee and to hold the proceeds in lieu thereof. 43.7 Prior to the commencement of the related Individual Contract (in any case the SHIPPER shall be obliged to fulfil its obligation under Article 10) until and including the Day that follows the receipt last year of the valid Bank Guarantee. Should lease the SHIPPER fail to make available to ENI the Bank Lessee shall deliver a Guarantee as specified in Article 16.2 by the Guarantee Date 2, or should the Bank Guarantee result not enforceable, ENI shall be entitled to terminate the related Individual Contract and the SHIPPER shall pay to ENI a penalty equal to 10% of the Subletting Fee which would have been due and payable for the entire life of the related Individual Contract if the Individual Contract had not been terminated. Any termination of this Individual Contract shall be without prejudice to the rights Company the validity of the Parties accrued up to which shall lapse 60 days after the date of terminationexpiration of the lease, to secure the actual fulfilment of all the Lessee's obligations under this Agreement, including those covering any indebtedness of the Lessee as well as those relating to the termination of the lease, which includes those in connection with the vacating of the Premises by the Lessee at the expiration of the Lease Period. In such case ENI may enforce It is stipulated and agreed that the Bid Bond expiration of the Lease Period and/or the restoration of possession of the Premises to the Company shall in no manner be construed as partial payment for a derogation of the Company's right to realise the Guarantee in the manner set out above mentioned penaltyin relation the aforesaid period of 60 days. Should, after realisation of the Guarantee as aforesaid, any amount remain out of the amount of the Guarantee held by the Company, the Company shall refund to the Lessee the balance of the amount of the Guarantee, setting off the costs occasioned to the Company in connection with the realisation of the Guarantee, together with linkage differentials as set forth in paragraph 46.1 hereunder, from the date of expiration of the lease to date of actual payment. It is stipulated and agreed that the realisation of the Guarantee as set forth in this sub-paragraph shall in no manner be construed as derogating from any claim or right of the Company against the Lessee pursuant to this Agreement or under any law. 4. In case 43.8 All costs and/or payments and/or commissions arising from the SHIPPER fails to promptly comply with its obligations to pay issue of the Guarantee under this Contract, ENI paragraph shall be entitled to enforce due by the Bank Guarantee under Article 16.2 above offsetting Lessee and shall be paid by it. 43.9 A breach of the relevant creditprovisions of this paragraph shall be regarded as a fundamental breach of the provisions of this Agreement.