Common use of Continuing Security Clause in Contracts

Continuing Security. 3.1 This Guarantee: 3.1.1 is and shall at all times be a continuing security for the payment of the full amount of the Outstanding Indebtedness from time to time; 3.1.2 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 shall be in addition to and shall not merge with or be prejudiced or affected by any other security for the Outstanding Indebtedness which may have been, or may at any time hereafter be, given to the Banks (or any of them) by the Borrower or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other person.

Continuing Security. 3.1 This Guarantee: 3.1.1 is (1) The security hereby created shall continue and shall at all times be a continuing security for the payment notwithstanding any settlement of account or reduction or repayment of the full amount of the Outstanding Indebtedness from time to time; 3.1.2 shall not be satisfied by any intermediate payment whole or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 moneys hereinbefore covenanted to be paid or hereby secured or with which the Assigned Property stands charged or any other matter or thing whatsoever and shall be in addition to to, and shall not merge with be merged with, or in any way be prejudiced or affected by any collateral or other security for which the Outstanding Indebtedness Mortgagee may now or hereafter hold or judgment or order obtained by the Mortgagee in respect of the whole or part of the moneys hereinbefore covenanted to be paid or hereby secured or with which the Assigned Property stands charged nor shall any such collateral or other security judgement or order or any lien to which the Mortgagee may have been, be otherwise entitled or may the liability of the Mortgagor or any others not parties hereto be in any way prejudiced or affected by this Assignment. (2) The security created by this Assignment shall not be discharged or affected by (i) any time indulgence waiver or consent at any time hereafter be, given to the Banks (or any of them) by the Borrower Mortgagor or any other person. 3.2 The obligations , (ii) any amendment to this Assignment or any other security guarantee indemnity or agreement, (iii) the making or absence of any demand on the Mortgagor or any other person for payment, (iv) the enforcement or absence of enforcement of this Assignment or any other security guarantee indemnity or agreement, (v) the taking, existence or release of the Guarantor mortgage or any other security guarantee indemnity or any liabilities or obligations under this Guarantee shall not be reducedany agreement, discharged (vi) the winding-up amalgamation reconstruction or otherwise adversely affected by reason reorganisation of the Mortgagor or any other person (or the commencement of any actof the foregoing), omission, matter (vii) the death insanity or thing (whether or not known to bankruptcy of the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition withMortgagor, the Borrower Purchaser or any other person; or 3.2.2 (viii) the illegality invalidity or unenforceability of or any termination, renewal, extension defect in any provision of this Assignment or variation of any credit, accommodation other security guarantee indemnity or facility granted by the Banks (agreement or any of themthe obligations of any of the parties thereunder, or (ix) any other matter or thing whatsoever. (3) In the event of the commencement of the winding up of the Mortgagor or of this Assignment ceasing for any reason to be binding on the Borrower Mortgagor or if the Mortgagee shall at any time receive notice (either actual or otherwise), of any subsequent mortgage, charge, assignment, hypothecation, pledge, lien or other like interest, matter, event or transaction affecting the Assigned Property or any part thereof, the Mortgagee may on receiving such notice forthwith open a new or separate account or accounts for the Mortgagor either alone or jointly with any other person or any amendment of, party. If the Mortgagee does not in fact open such new or separate account or accounts the making Mortgagee shall nevertheless be deemed to have done so at the time when the Mortgagee received or was deemed to have received such notice (the “time of any supplement to, any Finance Document notice”) and as from and after the time of notice all payments in account made by or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of the Mortgagor to the Mortgagee shall (notwithstanding any Obligor legal or other person; or 3.2.5 any illegality, invalidity, avoidance equitable rule of presumption to the contrary) be placed or unenforceability on any grounds whatsoever of, deemed to have been placed to the credit of the new or separate account or accounts so opened or deemed to have been opened as aforesaid and shall not go in reduction of any obligations part of any Obligor the moneys owing to the Mortgagee under this Assignment at the time of notice. PROVIDED ALWAYS that nothing in this Clause 13(3) contained shall prejudice the security which the Mortgagee otherwise would have had under this Assignment for the payment of the moneys costs charges and expenses secured or other person under, any Finance Document intended to be secured by this Assignment notwithstanding that the same may become due or any other document owing or security; or 3.2.6 be incurred after the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, time of any Obligor, any Bank or any other personnotice.

Continuing Security. 3.1 This Guarantee: 3.1.1 is and 9.1 The security constituted by this Deed shall at all times be held by the Secured Party as a continuing security for the payment and discharge of the full amount of Secured Obligations and the Outstanding Indebtedness from time to time; 3.1.2 security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 Secured Obligations including wheresoever such payment or satisfaction is made pursuant to the insolvency or bankruptcy of the Chargor and shall be binding until all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full. 9.2 The Chargor waives any right he or she may have of requiring the Secured Party (or any Receiver, or trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any other person before claiming under or enforcing the security granted or taken under this Deed. 9.3 No failure, delay or omission by the Secured Party or any receiver in exercising any right, power or remedy under this Deed shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy. 9.4 Any waiver by the Secured Party of any of the terms of this Deed or any consent or approval given by the Secured Party shall only be effective if given in writing and then only for the purpose and upon the terms and conditions for which it is given. 9.5 Any settlement, release or discharge under this Deed or the Share Purchase Agreement shall be conditional upon no security or payment to the Secured Party being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to insolvency, administration or liquidation for the time being in force or for any other reason and, if such condition is not satisfied, the Secured Party shall be entitled to receive from the Chargor on demand the value of such security or the amount of any such payment as if such settlement, release or discharge had not occurred. 9.6 The Secured Party shall not be concerned to see or investigate the powers or authorities of the Chargor and moneys obtained or Secured Obligations incurred in the purported exercise of such powers or authorities or by any person purporting to be acting for or on behalf of the Chargor shall be deemed to form a part of the Secured Obligations, and "Secured Obligations" shall be construed accordingly. 9.7 The Chargor agrees that, upon the occurrence of an Event of Default, the Secured Party shall be free to pursue all available remedies as the Secured Party in its absolute discretion considers appropriate in relation to the Charged Property without objection, opposition or interference from the Chargor, and that any rights to stay, enjoin, or which could otherwise delay or impede the remedies of the Secured Party against the Charged Property are hereby waived and released by the Chargor. 9.8 The collateral constituted by this Deed shall be cumulative, in addition to and shall not merge with or be prejudiced or affected by any independent of every other security for which the Outstanding Indebtedness which may have been, or Secured Party may at any time hereafter behold for the Secured Obligations or any rights, given powers and remedies provided by law. No prior security held by the Secured Party over the whole or any part of the Charged Property shall merge into the collateral constituted by this Deed. 9.9 Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the Banks (satisfaction of the Secured Party, the Chargor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any of them) enforcement by the Borrower Secured Party of its rights under, or the security constituted by, this Charge or by virtue of any other person. 3.2 The relationship between or transaction involving, the Chargor and the Company (whether such relationship or transaction shall constitute the Chargor a creditor of the Company, a guarantor of the obligations of the Guarantor under this Guarantee shall not be reduced, discharged Company or a party subrogated to the rights of others against the Company or otherwise adversely affected by reason of any act, omission, matter or thing (howsoever and whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all such relationship or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted transaction shall be related to, or composition in connection with, the Borrower subject matter of this Charge): (a) exercise any rights of subrogation in relation to any rights, security or moneys held or received or receivable by the Secured Party or any person; (b) exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other personguarantee, security or agreement; (c) exercise any right of set-off or counterclaim against the Company or any such co-surety; (d) receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted (e) unless so directed by the Banks Secured Party (when the Chargor will prove in accordance with such directions), claim as creditor of the Company or any of themsuch co-surety in competition with the Secured Party. The Chargor shall hold in trust for the Secured Party and forthwith pay or transfer (as appropriate) to the Borrower Secured Party any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by the Chargor. 9.10 Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Secured Party, the Secured Party may at any time keep in a separate interest bearing account or accounts in the name of the Secured Party for as long as it may think fit, any moneys received, recovered or realised under this Charge or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any other person part thereof in or any amendment oftowards the discharge of such amount. 9.11 The Chargor confirms that he is a sophisticated business man and that prior to entering into this Deed, or the making of any supplement tohe has taken such advice (including without limitation, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure legal advice) as to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any his liabilities and obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personhereunder as he considers necessary.

Continuing Security. 3.1 This Guarantee13.1 It is declared and agreed that: 3.1.1 is and shall at all times (a) the Pledge created by this Agreement shall: (i) be a continuing security for the payment payment, satisfaction, performance and discharge of the full amount of Secured Obligations and accordingly the Outstanding Indebtedness from time to time; 3.1.2 Pledge so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding IndebtednessSecured Obligations; 3.1.3 shall (ii) be in addition to and shall not merge with in any way prejudice or affect any other security or other encumbrance now or hereafter held by the Pledgee or any right or remedy of the Pledgee thereunder, and shall not be in any way prejudiced or affected thereby, or by the invalidity or unenforceability thereof, or by the Pledgee releasing, modifying or refraining from perfecting or enforcing any of the same or granting time or indulgence or compounding with any person liable; (iii) not be discharged, impaired, prejudiced or otherwise affected by any amendment, modification, variation, supplement, novation, restatement or replacement of all or any part of the Debt Documents (as defined in the Intercreditor Agreement) or any other ; (iv) not be discharged, impaired, prejudiced or otherwise affected by any other security for act, fact, matter, event, circumstance, omission or thing (including, without limitation, the Outstanding Indebtedness which may have beeninvalidity, unenforceability or illegality of any of the Secured Obligations or the bankruptcy, liquidation, winding-up, insolvency, dissolution, administration, reorganisation or amalgamation of, or may at any time hereafter be, given other analogous event of or with respect to the Banks (or any of them) by the Borrower Pledgors (or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank)) which, but for this provision, might operate to release discharge, impair, prejudice or otherwise affect the Guarantor rights of the Pledgee under this Agreement or under the Debt Documents (as defined in the Intercreditor Agreement) or which, but for this provision, might constitute a legal or equitable discharge of the security hereby created; and (b) all the rights and powers vested in the Pledgee by this Agreement may be exercised from all time to time and as often as the Pledgee may deem expedient. 13.2 No failure or delay on the part of its liability the Pledgee to exercise any right, power or remedy under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition withAgreement, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by Debt Documents (as defined in the Banks (Intercreditor Agreement) or any of them) them shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy, nor shall the giving by the Pledgee of any consent to any act which by the terms of this Agreement requires such consent prejudice the right of the Pledgee to withhold or give consent to the Borrower doing of any other similar act. The remedies provided in this Agreement and the Debt Documents (as defined in the Intercreditor Agreement) are cumulative and are not exclusive of any remedies provided by law. 13.3 Any settlement or discharge between the Pledgee and any of the Pledgors and/or any other person shall be conditional upon no security or any amendment of, payment to the Pledgee being avoided or the making set aside or ordered to be refunded or reduced by virtue of any supplement to, any Finance Document provision or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure enactment relating to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the deathbankruptcy, liquidation, administrationwinding-up, insolvency, amalgamation, reorganisation or dissolution, administration, reorganisation, amalgamation or any change other analogous event or proceedings for the time being in the constitution, name or style, of any Obligor, any Bank or any other personforce.

Continuing Security. 3.1 This Guarantee: 3.1.1 (a) The security herein created is expressly intended to be and shall at all times be held by CGC as a continuing security for the payment of the full amount of the Outstanding Indebtedness all monies whatsoever now or hereafter from time to time; 3.1.2 shall not be satisfied time owing and payable to CGC by any intermediate payment the Customer under the provisions of this Letter of Offer, the Tawarruq Transaction Documents and/or other Security Documents whether alone or satisfaction of any part of jointly and severally with another or others and whether as principal or surety notwithstanding that the Outstanding Indebtedness; 3.1.3 shall be in addition to and shall not merge with or be prejudiced or affected by any other security for the Outstanding Indebtedness which may have been, or Customer may at any time cease to be indebted to CGC for any period or periods of time and notwithstanding:- (i) any account or accounts of the Customer with CGC may from any cause whatsoever cease to be current and notwithstanding any settlement of account or accounts or otherwise; (ii) any change by amalgamation, consolidation or otherwise which may be made in the constitution of CGC. (b) This Letter of Offer shall be without prejudice to any security already given by the Customer and/or Security Party to CGC or any security which may hereafter be, be given to CGC whether the Banks (or any same be for securing payments of them) by the Borrower Financing Facility together with all other costs and Charges thereof or any other personmonies covenanted to be paid herein or whether it is taken as additional or collateral security or otherwise howsoever. 3.2 The obligations of the Guarantor under this Guarantee (c) Nothing herein contained shall not be reduced, discharged prejudice or otherwise adversely affected by reason of affect any act, omission, matter lien to which CGC is entitled to or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 other securities which CGC may at any time or indulgence granted tofrom time to time hold for or on account of the monies hereby secured nor shall anything herein contained operate so as merge or otherwise prejudice or affect any guarantee, mortgage, charge, lien or composition with, other security which CGC may for the Borrower time being have for any monies intended to be hereby or otherwise secured or any right or remedy of CGC thereunder. 10 Covenant to provide further security (a) The Customer shall at any time if and when required by CGC so to do execute or cause the Security Party to execute in CGC’s favour or as CGC shall direct such legal or other person; or 3.2.2 mortgages, charges, assignments, transfers or agreements as CGC shall require on all the Customer’s and/or Security Party’s estate right, title and interest in any termination, renewal, extension property or variation of any credit, accommodation assets or facility granted business now belonging to or which may hereafter be acquired by the Banks (or any of them) belong to the Borrower Customer and/or Security Party (including any vendor’s lien) and the benefit of all licences held in connection therewith to secure all moneys and liabilities hereby agreed to be paid or any other person intended to be hereby secured, such mortgages, charges, assignments, transfers or any amendment of, agreements shall be prepared by or on CGC’s behalf at the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure Customer’s and/or Security Party’s cost and to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personcontain all such terms and conditions for CGC’s benefits as CGC may reasonably require.

Continuing Security. 3.1 This Guarantee13.1 It is declared and agreed that: 3.1.1 is and shall at all times (a) the Pledge created by this Agreement shall: (i) be a continuing security for the payment payment, satisfaction, performance and discharge of the full amount of Secured Obligations and accordingly the Outstanding Indebtedness from time to time; 3.1.2 Pledge so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding IndebtednessSecured Obligations; 3.1.3 shall (ii) be in addition to and shall not merge with in any way prejudice or affect any other security or other encumbrance now or hereafter held by the Pledgee or any right or remedy of the Pledgee thereunder, and shall not be in any way prejudiced or affected thereby, or by the invalidity or unenforceability thereof, or by the Pledgee releasing, modifying or refraining from perfecting or enforcing any of the same or granting time or indulgence or compounding with any person liable; (iii) not be discharged, impaired, prejudiced or otherwise affected by any amendment, modification, variation, supplement, novation, restatement or replacement of all or any part of the Debt Documents (as defined in the Intercreditor Agreement); (iv) not be discharged, impaired, prejudiced or otherwise affected by any other security for act, fact, matter, event, circumstance, omission or thing (including, without limitation, the Outstanding Indebtedness which may have beeninvalidity, unenforceability or illegality of any of the Secured Obligations or the bankruptcy, liquidation, winding-up, insolvency, dissolution, administration, reorganisation or amalgamation of, or may at any time hereafter be, given other analogous event of or with respect to the Banks Pledgor (or any of them) by the Borrower or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank)) which, but for this provision, might operate to release discharge, impair, prejudice or otherwise affect the Guarantor rights of the Pledgee under this Agreement or under the Debt Documents (as defined in the Intercreditor Agreement) or which, but for this provision, might constitute a legal or equitable discharge of the security hereby created; and (b) all the rights and powers vested in the Pledgee by this Agreement may be exercised from all time to time and as often as the Pledgee may deem expedient. 13.2 No failure or delay on the part of its liability the Pledgee to exercise any right, power or remedy under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition withAgreement, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by Debt Documents (as defined in the Banks (Intercreditor Agreement) or any of them) them shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy, nor shall the giving by the Pledgee of any consent to any act which by the terms of this Agreement requires such consent prejudice the right of the Pledgee to withhold or give consent to the Borrower doing of any other similar act. The remedies provided in this Agreement and the Debt Documents (as defined in the Intercreditor Agreement) are cumulative and are not exclusive of any remedies provided by law. 13.3 Any settlement or discharge between the Pledgee and the Pledgor and/or any other person shall be conditional upon no security or any amendment of, payment to the Pledgee being avoided or the making set aside or ordered to be refunded or reduced by virtue of any supplement to, any Finance Document provision or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure enactment relating to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the deathbankruptcy, liquidation, administrationwinding-up, insolvency, amalgamation, reorganisation or dissolution, administration, reorganisation, amalgamation or any change other analogous event or proceedings for the time being in the constitution, name or style, of any Obligor, any Bank or any other personforce.

Continuing Security. 3.1 This Guarantee: 3.1.1 is (1) The security hereby created shall continue and shall at all times be a continuing security for the payment notwithstanding any settlement of account or reduction or repayment of the full amount of the Outstanding Indebtedness from time to time; 3.1.2 shall not be satisfied by any intermediate payment whole or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 moneys hereinbefore covenanted to be paid or hereby secured or with which the Assigned Property stands charged or any other matter or thing whatsoever and shall be in addition to to, and shall not merge with be merged with, or in any way be prejudiced or affected by any collateral or other security for which the Outstanding Indebtedness Mortgagee may now or hereafter hold or judgment or order obtained by the Mortgagee in respect of the whole or part of the moneys hereinbefore covenanted to be paid or hereby secured or with which the Assigned Property stands charged nor shall any such collateral or other security judgement or order or any lien to which the Mortgagee may have been, be otherwise entitled or may the liability of the Mortgagor or any others not parties hereto be in any way prejudiced or affected by this Assignment. (2) The security created by this Assignment shall not be discharged or affected by (i) any time indulgence waiver or consent at any time hereafter be, given to the Banks (or any of them) by the Borrower Mortgagor or any other person. 3.2 The obligations , (ii) any amendment to this Assignment or any other security guarantee indemnity or agreement, (iii) the making or absence of any demand on the Mortgagor or any other person for payment, (iv) the enforcement or absence of enforcement of this Assignment or any other security guarantee indemnity or agreement, (v) the taking, existence or release of the Guarantor mortgage or any other security guarantee indemnity or any liabilities or obligations under this Guarantee shall not be reducedany agreement, discharged (vi) the winding-up amalgamation reconstruction or otherwise adversely affected by reason reorganisation of the Mortgagor or any other person (or the commencement of any actof the foregoing), omission, matter (vii) the death insanity or thing (whether or not known to bankruptcy of the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition withMortgagor, the Borrower Purchaser or any other person; or 3.2.2 (viii) the illegality invalidity or unenforceability of or any termination, renewal, extension defect in any provision of this Assignment or variation of any credit, accommodation other security guarantee indemnity or facility granted by the Banks (agreement or any of themthe obligations of any of the parties thereunder, or (ix) any other matter or thing whatsoever. (3) In the event of the commencement of the winding up of the Mortgagor or of this Assignment ceasing for any reason to be binding on the Borrower Mortgagor or if the Mortgagee shall at any time receive notice (either actual or otherwise), of any subsequent mortgage, charge, assignment, hypothecation, pledge, lien or other like interest, matter, event or transaction affecting the Assigned Property or any part thereof, the Mortgagee may on receiving such notice forthwith open a new or separate account or accounts for the Mortgagor either alone or jointly with any other person or any amendment of, party. If the Mortgagee does not in fact open such new or separate account or accounts the making Mortgagee shall nevertheless be deemed to have done so at the time when the Mortgagee received or was deemed to have received such notice (the “time of any supplement to, any Finance Document notice”) and as from and after the time of notice all payments in account made by or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of the Mortgagor to the Mortgagee shall (notwithstanding any Obligor legal or other person; or 3.2.5 any illegality, invalidity, avoidance equitable rule of presumption to the contrary) be placed or unenforceability on any grounds whatsoever of, deemed to have been placed to the credit of the new or separate account or accounts so opened or deemed to have been opened as aforesaid and shall not go in reduction of any obligations part of any Obligor the moneys owing to the Mortgagee under this Assignment at the time of notice. PROVIDED ALWAYS that nothing in this Clause 13(3) contained shall prejudice the security which the Mortgagee otherwise would have had under this Assignment for the payment of the moneys costs charges and expenses secured or other person under, any Finance Document intended to be secured by this Assignment notwithstanding that the same may become due or any other document owing or security; or 3.2.6 be incurred after the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, time of any Obligor, any Bank or any other personnotice.

Continuing Security. 3.1 3.1. This Guarantee: 3.1.1 is and Agreement shall at all times be create a continuing security for and no change or amendment or increase whatsoever to the payment Notes or in any document or agreement related thereto nor any release of Security shall affect the full amount validity or the scope of the Outstanding Indebtedness from time to time; 3.1.2 this Agreement. This Agreement shall not be satisfied by discharged or in any intermediate payment or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 shall be in addition to and shall not merge with or be way prejudiced or affected by any change in the constitution or status of the Pledgor or any other security for Person or by any legal limitation, disability, incapacity or other circumstances relating to the Outstanding Indebtedness which Pledgor or any other Person, by any invalidity, illegality or unenforceability of the obligations of the Pledgor or any other Person. The Pledgee or, as the case may have beenbe, or Requisite Noteholders may at any time hereafter be, given to without discharging or in any way affecting this Agreement (a) grant the Banks (Issuer or any Subsidiary Guarantor any time or indulgence, (b) concur in any moratorium of themthe Secured Obligations, (c) by abstain from taking or perfecting any other security and discharge any other security, (d) abstain from exercising any right or recourse or from proving or claiming any debt and waive any right or recourse, (e) amend the Borrower terms and conditions of the Secured Obligations in accordance with the Terms and Conditions of Notes and applicable law, and (f) apply any payment received from the Pledgor or for its account towards the Secured Obligations or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason Pledgor of any act, omission, matter or thing (whether or not known the Pledgee's choice. 3.2. Without prejudice to the Guarantor and/or any Bank) whichscope of the Secured Obligations, but for this provision, might operate to release the Guarantor from Pledgor and the Pledgee agree that in the event of a transfer of all or any part of its liability under this Guarantee including, without limitation: 3.2.1 any time the Secured Obligations by way of assignment or indulgence granted to, novation in accordance with the Credit Documents or composition within the event of a change or replacement of the Pledgee or the Pledgor in accordance with the Credit Documents, the Borrower Assignments will be maintained, automatically and without any further formality or any other person; or 3.2.2 any terminationconsent, renewal, extension to secure the Secured Obligations as assigned or variation novated in favour of any credit, accommodation or facility granted by the Banks Pledgee (or the new Pledgee, if any). To the extent that any such further formality or consent on the part of them) Pledgor will, nevertheless, be required, the Pledgor hereby undertakes to perform any such formality or consent without delay upon request of the Borrower or any other person or any amendment ofPledgee, or who shall itself act upon the making written instructions of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personRequisite Noteholders.

Continuing Security. 3.1 This Guarantee▇▇▇▇▇▇▇ hereby declares and agrees that: 3.1.1 is and (a) the security hereby created shall at all times be a continuing security and shall continue to be valid and binding for the all purposes notwithstanding any intermediate payment of the full amount whole or part of the Outstanding Indebtedness from Secured Obligations or settlement of any account or fluctuation in the amount for the time being owing by to timeus and notwithstanding the closing of any account with us which is subsequently reopened or the subsequent opening of any account by Cardmember and/or Chargor (either alone or jointly and/or severally with others) or any other matter or thing whatsoever and shall extend to cover all or any sum(s) of money which shall for the time being constitute the balance due under the Card Account(s) or otherwise; 3.1.2 (b) Chargor’s obligations under Clause 20 are cumulative and are in addition to and without prejudice to any collateral or other securities, indemnity or guarantee which we may now or hereafter hold nor shall such collateral or other securities, indemnity or guarantee or any other rights, powers and remedies given to us by virtue any statute or rule of law or equity or any lien to which we may be otherwise entitled (including any security, indemnity, guarantee, charge or lien prior to the date of the Charge or the Deposits) or the liability of any person not be satisfied by any intermediate payment party thereto for all or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 shall Secured Obligations be in addition to and shall not merge with or be any way prejudiced or affected by the Charge. We may apply all moneys received from Chargor or any person liable to pay the same to any account or item of account or any transaction to which the same may be applicable; (c) we may in our absolute discretion credit all moneys received, covered or realised by us under the Charge (including the proceeds of any conversion of currencies) to any suspense or impersonal account and hold such moneys in such account for so long as we shall think fit (with interest accruing thereon at such rate, if any, as we may deem fit) pending their application from time to time (as we shall be entitled to do in our absolute discretion) in or towards the discharge of any of the Secured Obligations; (d) for the purpose of discharging the Secured Obligations, we may convert any moneys from their existing currency into such other currency/currencies as we may think fit at such rate as we determine in our sole and absolute discretion such determination to be conclusive and binding on Chargor. If any sum due from the Chargor under a Charge or otherwise has to be converted from one currency into another for any reason whatsoever, the Chargor shall indemnify us on a full indemnity basis from any cost, loss or liability incurred by us as a result of such conversion; (e) where the banking accommodation, facilities and/or services provided constitute or include any guarantee given or other contingent liability undertaken or arranged by us for Chargor, we shall be entitled to make payment to the beneficiary of such guarantee or other contingent liability on demand and to have immediate recourse to the Deposits for all amounts so paid without being responsible in any way to ascertain or confirm that the amount demanded is in fact a debt or obligation of Chargor legally due and payable to such beneficiary, and notwithstanding any notification from Chargor or otherwise that liability for such debt or obligation is disputed or that legal or other proceedings may have been commenced in relation thereto; (f) our rights hereunder are cumulative and may be exercised as often as we deem appropriate and are in addition to our rights under the general law or under any other security for the Outstanding Indebtedness which may have been, agreement or may at any time hereafter be, given to the Banks document; (g) all moneys received from or any on account of them) by the Borrower Chargor or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or from the realisation of any amendment ofsecurity or otherwise for the purpose of being applied in reduction of the Secured Obligations shall be treated for all purposes as payments in gross and not as appropriated or attributable to any specific part or item of the Secured Obligations even if appropriated thereto by the person otherwise entitled so to appropriate. All guarantees, indemnities or other securities now or at any time held by us for or in respect of account(s) of ▇▇▇▇▇▇▇ shall be treated as securities for the said general balance thereof; (h) we shall not be bound to exhaust our recourse to, or the making of any supplement toour remedies under, any Finance Document collateral security or other guarantee we may hold prior to enforcing the security under Clause 20; and (i) all costs charges and expenses incurred in the exercise of our rights or in connection with the execution of or otherwise in relation to the Charge or in connection with the perfection or enforcement of the security hereby constituted or any other document or security; or 3.2.3 security held by us for the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, Secured Obligations or any irregular exercise thereof byguarantee to us in respect thereof, shall be reimbursed to us on demand on a full indemnity basis together with interest from the date of the same being incurred to the date of payment at such rate or lack of authority of, any person purporting rates as we may determine and pending such reimbursement shall be added to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personSecured Obligations.

Continuing Security. 3.1 This GuaranteeIt is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and the rights, remedies and powers of the Collateral Agent hereunder: 3.1.1 is and (a) shall at all times be held by the Collateral Agent as a continuing security for the payment of the in full amount of the Outstanding Indebtedness from time to timeand the performance and observance of and compliance with all of the covenants, terms and conditions contained in this Deed or the Indentures; 3.1.2 (b) shall be in addition to and shall not prejudice or affect, and may be enforced by the Collateral Agent without prior recourse to any other right or remedy held by or available to the Collateral Agent; (c) may be enforced by the Collateral Agent without prior recourse to any such security as is referred to in clause 9(l)(b) and the Shareholder waives all rights it may have of first requiring the Collateral Agent to enforce any such security or guarantee or to proceed against or claim payment from NSM Cayman or any other person; (d) shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding IndebtednessIndebtedness or by any settlement of accounts between NSM Cayman, the Shareholder or any other person who may be liable to the Collateral Agent or the holders of the Notes or the Debentures in respect of the Outstanding Indebtedness or any part thereof; 3.1.3 shall be in addition to and (e) shall not merge with or in any way be prejudiced or affected by any other security for the Outstanding Indebtedness which may have beentime, indulgence or may at any time hereafter be, relief being given to the Banks (or any of them) by the Borrower Collateral Agent to NSM Cayman or any other person. 3.2 The obligations , by any amendment or supplement to the Indentures or the terms and conditions of the Guarantor under this Guarantee shall not be reducedNotes, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any terminationdocument, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation renewal or release of, of or refusal or neglect or failure to take, perfect, release perfection or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers enforcement of any Obligor right, remedy or other person, security against NSM Cayman or any irregular exercise thereof by, Other person or lack of authority of, by anything done or omitted which but for this provision might operate to exonerate the Shareholder; (f) shall not in any person purporting to act on behalf of any Obligor way be prejudiced or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or affected by any change in the constitutionconstitution of, name or styleany amalgamation or reconstruction of NSM Cayman or any other person or by any legal limitation, of any Obligordisability, any Bank incapacity or other circumstances relating to NSM Cayman or any other person, whether or not known to any of the Secured Parties, by any invalidity or irregularity or unenforceability of the obligations of NSM Cayman or any other person under the Indentures or otherwise and so that in the event that any obligation or purported obligation of NSM Cayman or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Secured Parties fully indemnified against any loss suffered by it or them as a result of any failure by NSM Cayman or such other party to perform any such obligation or purported obligation; and (g) shall remain in full force and effect as to all Outstanding Indebtedness remaining unpaid, notwithstanding the discharge and payment in full of any of the Note Obligations or the Debenture Obligations, it being understood and agreed that upon any such discharge of any of the Note Obligations or the Debenture Obligations, the Shareholder, the Trustee and the Collateral Agent shall enter into such conforming changes hereto as shall be reasonably satisfactory to the Trustee confirming the rights provided hereunder in respect of the remaining Outstanding Indebtedness.

Continuing Security. 3.1 5.1 This Guarantee: 3.1.1 is and Guarantee shall at all times be a continuing security guarantee for the payment whole and every part of the full amount of the Outstanding Secured Indebtedness from time to time; 3.1.2 and shall not be satisfied considered satisfy by any intermediate payment or satisfaction of the whole or any part of the Outstanding Secured Indebtedness;. 3.1.3 5.2 This Guarantee shall be in addition to binding on the Guarantor as a continuing security and shall not merge with cover and secure the ultimate balance from time to time owing to CMBIS and/or CMBIF and/or the CMBI Group Companies by the Client and the Secured Indebtedness, and until all the moneys or be prejudiced or affected payments owing to CMBIS and/or CMBIF and/or the CMBI Group Companies by any other security for the Outstanding Client and the Secured Indebtedness which may have beenbeen paid, or may at any time hereafter bedischarged and satisfied in full, given to notwithstanding the Banks (death, bankruptcy, liquidation, winding up, incapacity or any change in name, constitution, partner, director or shareholder of them) the Client or the Guarantor or any settlement of account or other matter whatsoever and notwithstanding the close of any or all Accounts of the Client with CMBIS and/or CMBIF and/or the CMBI Group Companies. 5.3 This Guarantee is irrevocable and cannot be revoked by the Borrower or any other person. 3.2 The obligations Guarantor without the prior written consent of CMBIS and/or CMBIF and/or the Guarantor under this CMBI Group Companies. This Guarantee shall not be reduced, discharged or otherwise adversely and affected by reason the death, bankruptcy, liquidation, winding up or incapacity of any act, omission, matter or thing (whether or not known to the Guarantor but shall continue to be operative in accordance with the terms and conditions hereof and it shall bind the executors, and administrators of the Guarantor. 5.4 This Guarantee shall continue to bind the Guarantor notwithstanding any amalgamation or merger that may be effected by CMBIS and/or CMBIF and/or any Bank) which, but for this provision, might operate to release of the Guarantor from all CMBI Group Companies with any other company or companies and notwithstanding any reconstruction by CMBIS and/or CMBIF and/or any of the CMBI Group Companies involving the formation of and transfer of the whole or any part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) undertaking and assets to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other persona new company.

Continuing Security. 3.1 This Guarantee: 3.1.1 (a) The security herein created is expressly intended to be and shall at all times be held by CGC as a continuing security for the payment of the full amount of the Outstanding Indebtedness all monies whatsoever now or hereafter from time to time; 3.1.2 shall not be satisfied time owing and payable to CGC by any intermediate payment the Customer under the provisions of this Letter of Offer, the Tawarruq Transaction Documents and/or other Security Documents whether alone or satisfaction of any part of jointly and severally with another or others and whether as principal or surety notwithstanding that the Outstanding Indebtedness; 3.1.3 shall be in addition to and shall not merge with or be prejudiced or affected by any other security for the Outstanding Indebtedness which may have been, or Customer may at any time cease to be indebted to CGC for any period or periods of time and notwithstanding:- (i) any account or accounts of the Customer with CGC may from any cause whatsoever cease to be current and notwithstanding any settlement of account or accounts or otherwise; (ii) any change by amalgamation, consolidation or otherwise which may be made in the constitution of CGC. (b) This Letter of Offer shall be without prejudice to any security already given by the Customer and/or Security Party to CGC or any security which may hereafter be, be given to CGC whether the Banks (or any same be for securing payments of them) by the Borrower Financing Facility together with all other costs and charges thereof or any other personmonies covenanted to be paid herein or whether it is taken as additional or collateral security or otherwise howsoever. 3.2 The obligations of the Guarantor under this Guarantee (c) Nothing herein contained shall not be reduced, discharged prejudice or otherwise adversely affected by reason of affect any act, omission, matter lien to which CGC is entitled to or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 other securities which CGC may at any time or indulgence granted tofrom time to time hold for or on account of the monies hereby secured nor shall anything herein contained operate so as merge or otherwise prejudice or affect any guarantee, mortgage, charge, lien or composition with, other security which CGC may for the Borrower time being have for any monies intended to be hereby or otherwise secured or any other person; or 3.2.2 any termination, renewal, extension right or variation remedy of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personCGC thereunder.

Continuing Security. 3.1 This GuaranteeIt is declared and agreed that: 3.1.1 is (a) the security created by this Mortgage and the other Security Documents shall at all times be held by the Mortgagee as a continuing security for the payment of the full amount Secured Indebtedness and the performance of all the obligations (express or implied) of the Outstanding Indebtedness from time to timeOwner in the Security Documents contained; 3.1.2 (b) the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtednessamount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Mortgagee in respect of the Secured Indebtedness or any part thereof and the Mortgagee); 3.1.3 (c) the security so created shall be in addition to and shall not merge with in any way prejudice or affect and may be enforced by the Mortgagee without prior recourse to the security created by any other of the Security Documents or by any deposit of documents, or any guarantee, ▇▇▇▇, ▇▇▇▇, note, mortgage or other security now or hereafter held by the Mortgagee, or any right or remedy of the Mortgagee thereunder and shall not in any way be prejudiced or affected thereby or by the invalidity or unenforceability thereof, or by the Mortgagee releasing, modifying or refraining from perfecting or enforcing any of the same, or granting time or indulgence or compounding with any person liable; (d) all the rights, powers and remedies given to the Mortgagee hereunder shall be in addition to and not a limitation of any and every other right, power or remedy vested in the Mortgagee under the Loan Agreement, this Mortgage, the other Security Documents or at law and that all the powers so vested in the Mortgagee may be exercised from time to time and as often as the Mortgagee may deem expedient; (e) no failure, delay or omission on the part of the Mortgagee to exercise any right, power or remedy vested in it under the Security Documents or any of them shall impair such right, power or remedy or be construed as a waiver of or as acquiescence in any default by the Owner and no express waiver given by the Mortgagee in relation to any default by the Owner or breach by the Owner of any of its obligations under this Mortgage shall prejudice the rights of the Mortgagee under this Mortgage arising from any subsequent default or breach (whether or not such subsequent default or breach is of a nature different from the previous default or breach) nor the discontinuance, abandonment or adverse determination of any proceedings taken by the Mortgagee to enforce any right, power or remedy preclude any other security for or further exercise thereof or proceedings to enforce the Outstanding Indebtedness same or the exercise of any other right, power or remedy nor shall the giving by the Mortgagee of any consent to the doing of any act which may have been, by the terms hereof requires the consent of the Mortgagee prejudice the right of the Mortgagee to give or withhold as it thinks fit its consent to the doing of any other similar act; (f) the Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it hereunder or to make any claim or to take any action to collect any moneys hereby assigned or to enforce any rights and benefits hereby assigned to the Mortgagee or to which the Mortgagee may at any time hereafter be, given to be entitled hereunder; (g) the Banks (or any of them) by the Borrower or any other person. 3.2 The obligations of the Guarantor under this Guarantee Mortgagee shall not be reduced, discharged or otherwise adversely affected bound to enforce any of the other Security Documents before enforcing the security created by reason the Mortgage; and (h) any waiver by the Mortgagee of any act, omission, matter terms of this Mortgage or thing (whether or not known to any consent given by the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability Mortgagee under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, Mortgage shall only be effective if given in writing and then only for the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by purpose and upon the Banks (or any of them) to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personterms for which it is given.

Continuing Security. 3.1 This GuaranteeChargor hereby declares and agrees that: 3.1.1 is and (a) the security hereby created shall at all times be a continuing security and shall continue to be valid and binding for the all purposes notwithstanding any intermediate payment of the full amount whole or part of the Outstanding Indebtedness from Secured Obligations or settlement of any account or fluctuation in the amount for the time being owing by to timeus and notwithstanding the closing of any account with us which is subsequently reopened or the subsequent opening of any account by Cardmember and/or Chargor (either alone or jointly and/or severally with others) or any other matter or thing whatsoever and shall extend to cover all or any sum(s) of money which shall for the time being constitute the balance due under the Card Account(s) or otherwise; 3.1.2 (b) Chargor’s obligations under Clause 20 are cumulative and are in addition to and without prejudice to any collateral or other securities, indemnity or guarantee which we may now or hereafter hold nor shall such collateral or other securities, indemnity or guarantee or any other rights, powers and remedies given to us by virtue any statute or rule of law or equity or any lien to which we may be otherwise entitled (including any security, indemnity, guarantee, charge or lien prior to the date of the Charge or the Deposits) or the liability of any person not be satisfied by any intermediate payment party thereto for all or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 shall Secured Obligations be in addition to and shall not merge with or be any way prejudiced or affected by the Charge. We may apply all moneys received from Chargor or any person liable to pay the same to any account or item of account or any transaction to which the same may be applicable; (c) we may in our absolute discretion credit all moneys received, covered or realised by us under the Charge (including the proceeds of any conversion of currencies) to any suspense or impersonal account and hold such moneys in such account for so long as we shall think fit (with interest accruing thereon at such rate, if any, as we may deem fit) pending their application from time to time (as we shall be entitled to do in our absolute discretion) in or towards the discharge of any of the Secured Obligations; (d) for the purpose of discharging the Secured Obligations, we may convert any moneys from their existing currency into such other currency/currencies as we may think fit at such rate as we determine in our sole and absolute discretion such determination to be conclusive and binding on Chargor. If any sum due from the Chargor under a Charge or otherwise has to be converted from one currency into another for any reason whatsoever, the Chargor shall indemnify us on a full indemnity basis from any cost, loss or liability incurred by us as a result of such conversion; (e) where the banking accommodation, facilities and/or services provided constitute or include any guarantee given or other contingent liability undertaken or arranged by us for Chargor, we shall be entitled to make payment to the beneficiary of such guarantee or other contingent liability on demand and to have immediate recourse to the Deposits for all amounts so paid without being responsible in any way to ascertain or confirm that the amount demanded is in fact a debt or obligation of Chargor legally due and payable to such beneficiary, and notwithstanding any notification from Chargor or otherwise that liability for such debt or obligation is disputed or that legal or other proceedings may have been commenced in relation thereto; (f) our rights hereunder are cumulative and may be exercised as often as we deem appropriate and are in addition to our rights under the general law or under any other security for the Outstanding Indebtedness which may have been, agreement or may at any time hereafter be, given to the Banks document; (g) all moneys received from or any on account of them) by the Borrower Chargor or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or from the realisation of any amendment ofsecurity or otherwise for the purpose of being applied in reduction of the Secured Obligations shall be treated for all purposes as payments in gross and not as appropriated or attributable to any specific part or item of the Secured Obligations even if appropriated thereto by the person otherwise entitled so to appropriate. All guarantees, indemnities or other securities now or at any time held by us for or in respect of account(s) of Chargor shall be treated as securities for the said general balance thereof; (h) we shall not be bound to exhaust our recourse to, or the making of any supplement toour remedies under, any Finance Document collateral security or other guarantee we may hold prior to enforcing the security under Clause 20; and (i) all costs charges and expenses incurred in the exercise of our rights or in connection with the execution of or otherwise in relation to the Charge or in connection with the perfection or enforcement of the security hereby constituted or any other document or security; or 3.2.3 security held by us for the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, Secured Obligations or any irregular exercise thereof byguarantee to us in respect thereof, shall be reimbursed to us on demand on a full indemnity basis together with interest from the date of the same being incurred to the date of payment at such rate or lack of authority of, any person purporting rates as we may determine and pending such reimbursement shall be added to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personSecured Obligations.

Continuing Security. 3.1 (a) This Guarantee: 3.1.1 is and Agreement shall at all times be create a continuing security for and no change or amendment or increase whatsoever to the payment Notes or in any document or agreement related thereto nor shall any release of Security affect the full amount validity or the scope of the Outstanding Indebtedness from time to time; 3.1.2 this Agreement. This Agreement shall not be satisfied by discharged or in any intermediate payment or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 shall be in addition to and shall not merge with or be way prejudiced or affected by any change in the constitution or status of the Assignor or any other security for Person or by any legal limitation, disability, incapacity or other circumstances relating to the Outstanding Indebtedness which Assignor or any other Person, by any invalidity, illegality or unenforceability of the obligations of the Assignor or any other Person. The Assignee or, as the case may have beenbe, or Requisite Noteholders may at any time hereafter be, given to without discharging or in any way affecting this Agreement (a) grant the Banks (Issuer or any Subsidiary Guarantor any time or indulgence, (b) concur in any moratorium of themthe Secured Obligations, (c) by abstain from taking or perfecting any other security and discharge any other security, (d) abstain from exercising any right or recourse or from proving or claiming any debt and waive any right or recourse, (e) amend the Borrower terms and conditions of the Secured Obligations in accordance with the Terms and Conditions of Notes and applicable law, and (f) apply any payment received from the Assignor or for its account towards the Secured Obligations or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason Assignor of any act, omission, matter or thing the Assignee's choice. EXECUTION VERSION (whether or not known b) Without prejudice to the Guarantor and/or any Bank) whichscope of the Secured Obligations, but for this provision, might operate to release the Guarantor from Assignor and the Assignee agree that in the event of a transfer of all or any part of its liability under this Guarantee including, without limitation: 3.2.1 any time the Secured Obligations by way of assignment or indulgence granted to, novation in accordance with the Credit Documents or composition within the event of a change or replacement of the Assignee or the Assignor in accordance with the Credit Documents, the Borrower Assignments will be maintained, automatically and without any further formality or any other person; or 3.2.2 any terminationconsent, renewal, extension to secure the Secured Obligations as assigned or variation novated in favour of any credit, accommodation or facility granted by the Banks Assignee (or a new assignee, if any). To the extent that any such further formality or consent on the part of them) Assignor will, nevertheless, be required, the Assignor hereby undertakes to perform any such formality or consent without delay upon the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personAssignee request.

Continuing Security. 3.1 This Guarantee: 3.1.1 is and shall at all times be a continuing (a) Except as provided in Article 6, the security for constituted by this Agreement with respect to the payment of the full amount of the Outstanding Indebtedness from time to time; 3.1.2 Secured Lessee Obligations shall not be considered as satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 Secured Lessee Obligations but shall be in addition a continuing security and extend to cover any and all sums of money or other obligations which shall for the time being constitute Secured Lessee Obligations and shall not merge with be discharged or be prejudiced or affected in any way by time being given to Lessee or any other Person or by any other indulgence or concession to Lessee or any other Person granted by Lessor, Fleet National Bank Collateral Agent or any Beneficiary, by the taking, holding, varying, non-enforcement or release by Lessor, the Fleet National Bank Collateral Agent or any Beneficiary of any other security for the Outstanding Indebtedness which may have been, or may at any time hereafter be, given to the Banks (all or any of themthe Secured Lessee Obligations, by any other thing done or omitted or neglected to be done by Lessor, Fleet National Bank Collateral Agent or any Beneficiary or by any other dealing or thing including whatsoever that but for this provision might operate to discharge any of the Secured Lessee Obligations or to exonerate or discharge Lessee from its obligations hereunder or otherwise affect the security hereby constituted. (b) Except as provided in Article 6, the security constituted by this Agreement with respect to the Borrower Secured Lessor Obligations shall not be considered as satisfied by payment or satisfaction of any part of the Secured Lessor Obligations but shall be a continuing security and extend to cover any and all sums of money or other obligations which shall for the time being constitute Secured Lessor Obligations and shall not be discharged or prejudiced or affected in any way by time being given to Lessor or any other person. 3.2 The obligations Person or by any other indulgence or concession to Lessor or any other Person granted by the Fleet National Bank Collateral Agent or any Beneficiary, by the taking, holding, varying, non-enforcement or release by the Fleet National Bank Collateral Agent or any Beneficiary of any other security for all or any of the Guarantor under this Guarantee shall not Secured Lessor Obligations, by any other thing done or omitted or neglected to be reduced, discharged done by the Fleet National Bank Collateral Agent or otherwise adversely affected any Beneficiary or by reason of any act, omission, matter other dealing or thing (whether or not known to the Guarantor and/or any Bank) which, including whatsoever that but for this provision, provision might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or discharge any of them) the Secured Lessor Obligations or to exonerate or discharge Lessor from its obligations hereunder or otherwise affect the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personsecurity hereby constituted.

Continuing Security. 3.1 (a) This Guarantee: 3.1.1 is and Agreement shall at all times be a continuing security for and shall remain in force, notwithstanding the payment liquidation, bankruptcy or other incapacity of the full amount Security Provider, any intermediate satisfaction of the Outstanding Indebtedness from time to time; 3.1.2 shall not be satisfied by any intermediate payment whole or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 shall be in addition to and shall not merge with or be prejudiced or affected by any other security for the Outstanding Indebtedness which may have been, or may at any time hereafter be, given to the Banks (or any of them) by the Borrower or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolutionSecured Liabilities, or any change in the constitutionconstitution of or amalgamation or reconstruction of the Security Provider until such time as the Secured Liabilities shall have been irrevocably and unconditionally discharged in full. (b) The obligations of the Security Provider under this Agreement shall, name to the extent permitted by applicable law, remain in full force and shall not be discharged, impaired or styleotherwise affected by: (i) any winding-up, dissolution, judicial management, administration or reorganization, liquidation, bankruptcy or any change in the constitution or amalgamation or reconstruction of any Obligor, any Bank or other incapacity of the Issuer or the Security Provider or any other person; (ii) any of the Secured Liabilities or any of the obligations of any other person under any security relating to the Secured Liabilities being or becoming illegal, invalid, unenforceable or ineffective in any respect; (iii) any Debentureholder having obtained from any person additional security, guarantee and/or indemnity for all or any part of the Secured Liabilities; (iv) any time or other indulgence being granted or agreed to be granted to the Issuer or the Security Provider or any other company, corporation, partnership or other person; (v) any amendment, variation, waiver or release of any of the Secured Liabilities; (vi) any statute of limitation or the extinction of any or all Secured Liabilities by whatsoever reason including but not limited to novation (other than by full performance and discharge of the Secured Liabilities); (vii) any failure to take or failure to realise or to realise in full the value of, or any release, discharge, exchange or substitution of any such collateral, any security taken in respect of the Secured Liabilities or any obligation of any person in respect of that security; (viii) any other act, event or omission which but for this paragraph (b) might operate to discharge, impair or otherwise affect any of the obligations of the Issuer or the Security Provider in this Agreement or any of the rights, powers or remedies conferred upon the Debentureholders' Representative pursuant to this Agreement or by law; (ix) any failure of or irregularity, defect or informality in any transaction between the Issuer or the Security Provider and the Debentureholders' Representative and/or any Debentureholder (as the case may be); (x) any legal limitation, disability or incapacity or lack of any borrowing power of the Issuer or the Security Provider; or (xi) any lack of authority of any person appearing to be acting for the Issuer or the Security Provider in any dealings or transaction with the Debentureholders' Representative. (c) Without releasing, discharging, prejudicing or in any way affecting the Secured Liabilities and the obligations of the Security Provider under this Agreement, the Debentureholders' Representative (for and on behalf of the Debentureholders) shall have the right, from time to time without any notice to the Security Provider, to perform any, several or all of the following to which the Security Provider hereby expressly consents and agrees: (i) at any time or other indulgence, to grant to, and/or to compromise and/or make any agreement or arrangement with the Issuer or the Security Provider and/or the other person whomsoever; (ii) to release or discharge the other person who is or may become liable to the Debentureholders in respect of any Secured Liabilities and obligations of the Issuer or the Security Provider under this Agreement or any part thereof, and including, but not limited to, releasing or discharging, wholly or partially, and/or varying, renewing or giving up any judgment, security interest in whatever kind or other right which the Debentureholders' Representative (acting for and on behalf of the Debentureholders) may now or hereafter hold as security for the Secured Liabilities; or (iii) to increase, extend or vary any credit or facility granted or to be granted to any person, or the terms and conditions under this Agreement and any account or other agreement constituting the Secured Liabilities.

Continuing Security. 3.1 18.7.1 This Guarantee: 3.1.1 is and Deed shall at all times be a continuing security for the payment of the full amount of the Outstanding Indebtedness from time to time; 3.1.2 and shall not be satisfied discharged by any intermediate payment or satisfaction of the whole or any part of the Outstanding Indebtedness;Secured Obligations. 3.1.3 shall be in addition to and shall not merge with 18.7.2 If any purported obligation or be prejudiced or affected by liability of any other security for the Outstanding Indebtedness which may have been, or may at any time hereafter be, given Loan Party to the Banks (Secured Parties which if valid would have been the subject of any obligation or charge created by this Deed is or becomes unenforceable, invalid or illegal on any ground whatsoever whether or not known to any Secured Party, the Chargor shall nevertheless be liable in respect of them) by that purported obligation or liability as if the Borrower same were fully valid and enforceable and the Chargor was the principal debtor in respect thereof. The Chargor hereby agrees to keep the Secured Parties fully indemnified against all damages, losses, costs and expenses arising from any failure of any Loan Party to carry out any such purported obligation or any other personliability. 3.2 18.7.3 The obligations of the Guarantor Chargor under this Guarantee shall Deed will not be reduced, discharged or otherwise adversely affected by reason of any an act, omission, matter or thing which, but for this Clause 18.7, would reduce, release or prejudice any of its obligations under this Deed (without limitation and whether or not known to the Guarantor and/or any BankSecured Party) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 (A) any time time, waiver or indulgence consent granted to, or composition with, the Borrower Chargor, any Loan Party or other person; (B) the release of any Loan Party or any other person; or 3.2.2 any termination, renewal, extension or variation person under the terms of any creditcomposition or arrangement with any creditor of any person; (C) the taking, accommodation variation, compromise, exchange, renewal or facility granted by release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Banks (or Chargor, any of them) to the Borrower Loan Party or any other person or any amendment of, non-presentation or the making non-observance of any supplement toformality or other requirement in respect of any instrument or any failure to realise the full value of any security; (D) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Chargor, any Finance Loan Party or any other person; (E) any amendment (however fundamental) or replacement of any Loan Document or any other document or security; (F) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or 3.2.3 (G) any insolvency or similar proceedings. 18.7.4 The Chargor waives any right it may have of first requiring any Loan Party to proceed against or enforce any other rights or security or claim payment from any person before claiming from the takingChargor. This waiver applies irrespective of any law or provision of the Loan Documents to the contrary. 18.7.5 Until the Security Period has ended, variationthe Chargee may refrain from applying or enforcing any other monies, compromise, renewal, enforcement, realisation security or release ofrights held or received by any Secured Party in respect of those amounts, or refusal apply and enforce the same in such manner and order as it sees fit (whether against those amounts or neglect or failure otherwise) and the Chargor shall not be entitled to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers the benefit of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personsame.

Continuing Security. 3.1 This Guarantee9.1 It is declared and agreed that: 3.1.1 is and 9.1.1 the Pledge created by this Agreement shall at all times to the extent allowed by Maltese law: a) be a continuing security for the payment payment, satisfaction, performance and discharge of the full amount of Note Obligations and accordingly the Outstanding Indebtedness from time to time; 3.1.2 Pledge so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding IndebtednessNote Obligations; 3.1.3 shall b) be in addition to and shall not merge with in any way prejudice or affect any other security or other encumbrance now or hereafter held by the Pledgee or any right or remedy of the Pledgee thereunder, and shall not be in any way prejudiced or affected thereby, or by the invalidity or unenforceability thereof, or by the Pledgee releasing, modifying or refraining from perfecting or enforcing any of the same or granting time or indulgence or compounding with any person liable; c) not be discharged, impaired, prejudiced or otherwise affected by any amendment, modification, variation, supplement, novation, restatement or replacement of all or any part of the Finance Documents; d) not be discharged, impaired, prejudiced or otherwise affected by any other security for act, fact, matter, event, circumstance, omission or thing (including, without limitation, the Outstanding Indebtedness which may have beeninvalidity, unenforceability or illegality of any of the Note Obligations or the bankruptcy, liquidation, winding-up, insolvency, dissolution, administration, reorganization or amalgamation of, or may at any time hereafter be, given other analogous event of or with respect to the Banks Pledgor (or any of them) by the Borrower or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank)) which, but for this provision, might operate to release discharge, impair, prejudice or otherwise affect the Guarantor rights of the Pledgee under this Agreement or under the Finance Documents or which, but for this provision, might constitute a legal or equitable discharge of the security hereby created; and 9.1.2 all the rights and powers vested in the Pledgee by this Agreement may be exercised from all time to time and as often as the Pledgee may deem expedient, in accordance with the terms of this Agreement. 9.2 No failure or delay on the part of its liability the Pledgee to exercise any right, power or remedy under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted toAgreement, or composition withthe Finance Documents shall operate as a waiver thereof, nor shall any single or partial exercise by the Borrower Pledgee of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy, nor shall the giving by the Pledgee of any consent to any act which by the terms of this Agreement or any other person; or 3.2.2 any termination, renewal, extension Finance Document requires such consent prejudice the right of the Pledgee to withhold or variation give consent to the doing of any credit, accommodation other similar act. The remedies provided in this Agreement and the Finance Documents are cumulative and are not exclusive of any remedies provided by law. 9.3 Any settlement or facility granted by discharge between the Banks (or any of them) to Pledgee and the Borrower or Pledgor and/or any other person shall be conditional upon no security or any amendment of, payment to the Pledgee being avoided or the making set aside or ordered to be refunded or reduced by virtue of any supplement to, any Finance Document provision or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure enactment relating to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the deathbankruptcy, liquidation, administrationwinding-up, insolvency, amalgamation, reorganisation or dissolution, administration, reorganization, amalgamation or any change other analogous event or proceedings for the time being in the constitution, name or style, of any Obligor, any Bank or any other personforce.

Continuing Security. 3.1 This Guarantee13.1 It is declared and agreed that: 3.1.1 is and shall at all times (a) the Pledge created by this Agreement shall: (i) be a continuing security for the payment payment, satisfaction, performance and discharge of the full amount of Secured Obligations and accordingly the Outstanding Indebtedness from time to time; 3.1.2 Pledge so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding IndebtednessSecured Obligations; 3.1.3 shall (ii) be in addition to and shall not merge with in any way prejudice or affect any other security or other encumbrance now or hereafter held by the Pledgee or any right or remedy of the Pledgee thereunder, and shall not be in any way prejudiced or affected thereby, or by the invalidity or unenforceability thereof, or by the Pledgee releasing, modifying or refraining from perfecting or enforcing any of the same or granting time or indulgence or compounding with any person liable; (iii) not be discharged, impaired, prejudiced or otherwise affected by any amendment, modification, variation, supplement, novation, restatement or replacement of all or any part of the SPA; (iv) not be discharged, impaired, prejudiced or otherwise affected by any other security for act, fact, matter, event, circumstance, omission or thing (including, without limitation, the Outstanding Indebtedness which may have beeninvalidity, unenforceability or illegality of any of the Secured Obligations or the bankruptcy, liquidation, winding-up, insolvency, dissolution, administration, reorganisation or amalgamation of, or may at any time hereafter be, given other analogous event of or with respect to the Banks Pledgor (or any of them) by the Borrower or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release discharge, impair, prejudice or otherwise affect the Guarantor rights of the Pledgee under this Agreement or under the SPA or which, but for this provision, might constitute a legal or equitable discharge of the security hereby created; and (b) all the rights and powers vested in the Pledgee by this Agreement may be exercised from all time to time and as often as the Pledgee may deem expedient. 13.2 No failure or delay on the part of its liability the Pledgee to exercise any right, power or remedy under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition withAgreement, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (SPA or any of them) them shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy, nor shall the giving by the Pledgee of any consent to any act which by the terms of this Agreement requires such consent prejudice the right of the Pledgee to withhold or give consent to the Borrower doing of any other similar act. The remedies provided in this Agreement and the SPA are cumulative and are not exclusive of any remedies provided by law. 13.3 Any settlement or discharge between the Pledgee and the Pledgor and/or any other person shall be conditional upon no security or any amendment of, payment to the Pledgee being avoided or the making set aside or ordered to be refunded or reduced by virtue of any supplement to, any Finance Document provision or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure enactment relating to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the deathbankruptcy, liquidation, administrationwinding-up, insolvency, amalgamation, reorganisation or dissolution, administration, reorganisation, amalgamation or any change other analogous event or proceedings for the time being in the constitution, name or style, of any Obligor, any Bank or any other personforce.

Continuing Security. 3.1 This GuaranteeThe security created by the Mortgage and this Deed and the obligations and liabilities of the Charterer shall: 3.1.1 is and shall at all times 7.1.1 be held by the Mortgagee as a continuing security for the payment of the full amount Charterer's Guarantee Indebtedness, in the case of the security so created by the Charterer, and the Outstanding Indebtedness from time to time; 3.1.2 Indebtedness, in the case of security so created by the Owner, and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied, and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or the Borrowers or any other person who may be liable to the Mortgagee in respect of the Outstanding IndebtednessIndebtedness or any part thereof and the Mortgagee) and shall remain in full force and effect until the Outstanding Indebtedness has been discharged in full (which expression shall not embrace payment or a dividend in liquidation or bankruptcy of less than one hundred per cent (100%)); 3.1.3 shall 7.1.2 be in addition to to, and shall not merge in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee or any right or remedy of the Mortgagee thereunder; 7.1.3 not be in any way prejudiced or affected by the existence of any of the other Security Documents or any such Collateral Instrument, rights or remedies or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with or any other person liable; and 7.1.4 not in any way be prejudiced or affected by any other security for change in the Outstanding Indebtedness which may have beenconstitution of, or may at any time hereafter beamalgamation or reconstruction of the Owner, given the Mortgagee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Banks (or any of them) by the Borrower Owner or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or Mortgagee, by any Bank) which, but for this provision, might operate to release invalidity in or irregularity or unenforceability of the Guarantor from all or part obligations of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower Owner or any other person under the Loan Agreement or any amendment of, of the other Security Documents or otherwise and so that in the making event that any obligation or purported obligation of any supplement to, any Finance Document the Owner or any other document person which, if enforceable or security; or 3.2.3 valid or continuing, would be secured by the takingMortgage and this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, the Charterer will keep the Mortgagee fully indemnified against any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers loss suffered by the Mortgagee as a result of any Obligor failure by the Owner or such other person, party to perform any such obligation or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personpurported obligation.

Continuing Security. 3.1 This Guarantee13.1 It is declared and agreed that: 3.1.1 is and shall at all times (a) the Pledge created by this Agreement shall: (i) be a continuing security for the payment payment, satisfaction, performance and discharge of the full amount of Secured Obligations and accordingly the Outstanding Indebtedness from time to time; 3.1.2 Pledge so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding IndebtednessSecured Obligations; 3.1.3 shall (ii) be in addition to and shall not merge with in any way prejudice or affect any other security or other encumbrance now or hereafter held by the Pledgee or any right or remedy of the Pledgee thereunder, and shall not be in any way prejudiced or affected thereby, or by the invalidity or unenforceability thereof, or by the Pledgee releasing, modifying or refraining from perfecting or enforcing any of the same or granting time or indulgence or compounding with any person liable; (iii) not be discharged, impaired, prejudiced or otherwise affected by any amendment, modification, variation, supplement, novation, restatement or replacement of all or any part of the Debt Documents (as defined in the Intercreditor Agreement); (iv) not be discharged, impaired, prejudiced or otherwise affected by any other security for act, fact, matter, event, circumstance, omission or thing (including, without limitation, the Outstanding Indebtedness which may have beeninvalidity, unenforceability or illegality of any of the Secured Obligations or the bankruptcy, liquidation, winding-up, insolvency, dissolution, administration, reorganisation or amalgamation of, or may at any time hereafter be, given other analogous event of or with respect to the Banks (or any of them) by the Borrower Pledgors (or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank)) which, but for this provision, might operate to release discharge, impair, prejudice or otherwise affect the Guarantor rights of the Pledgee under this Agreement or under the Debt Documents (as defined in the Intercreditor Agreement) or which, but for this provision, might constitute a legal or equitable discharge of the security hereby created; and (b) all the rights and powers vested in the Pledgee by this Agreement may be exercised from all time to time and as often as the Pledgee may deem expedient. 13.2 No failure or delay on the part of its liability the Pledgee to exercise any right, power or remedy under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition withAgreement, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by Debt Documents (as defined in the Banks (Intercreditor Agreement) or any of them) them shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy, nor shall the giving by the Pledgee of any consent to any act which by the terms of this Agreement requires such consent prejudice the right of the Pledgee to withhold or give consent to the Borrower doing of any other similar act. The remedies provided in this Agreement and the Debt Documents (as defined in the Intercreditor Agreement) are cumulative and are not exclusive of any remedies provided by law. 13.3 Any settlement or discharge between the Pledgee and any of the Pledgors and/or any other person shall be conditional upon no security or any amendment of, payment to the Pledgee being avoided or the making set aside or ordered to be refunded or reduced by virtue of any supplement to, any Finance Document provision or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure enactment relating to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the deathbankruptcy, liquidation, administrationwinding-up, insolvency, amalgamation, reorganisation or dissolution, administration, reorganisation, amalgamation or any change other analogous event or proceedings for the time being in the constitution, name or style, of any Obligor, any Bank or any other personforce.

Continuing Security. 3.1 This Guarantee5.1 It is declared and agreed that: 3.1.1 is (a) the security created by the Mortgage and this Deed shall at all times be held by the Agent as a continuing security for the payment of the full amount Secured Obligations and the performance and observance of and compliance with all of the Outstanding Indebtedness from time covenants, terms and conditions in the Loan Agreement and the Finance Documents to time; 3.1.2 which the Owner is a party and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtednessamount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Agent in respect of the Secured Obligations or any part thereof and the Agent); 3.1.3 (b) the security so created shall be in addition to to, and shall not merge with in any way prejudice or affect and may be enforced by the Agent without prior recourse to the security created by any of the Finance Documents or by any deposit of documents, or any guarantee, ▇▇▇▇, ▇▇▇▇, note, mortgage or other security now or hereafter held by the Agent or any right or remedy of the Agent thereunder and shall not in any way be prejudiced or affected thereby or by any other security for the Outstanding Indebtedness which may have beeninvalidity or unenforceability thereof, or by the Agent releasing, modifying or refraining from perfecting or enforcing any of the same, or granting time or indulgence or compounding with any person liable; (c) all the rights, remedies and powers vested in the Agent hereunder shall be an addition to and not a limitation of any and every other right, power or remedy vested in the Agent under the Loan Agreement, this Deed, the other Finance Documents or at law and that all the powers so vested in the Agent may be exercised from time to time and as often as the Agent may deem expedient; (d) the Agent shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under the Mortgage and/or this Deed or to make any claim or take any action to collect any moneys or to enforce any rights or benefits to the Agent or to which the Agent may at any time hereafter be, given be entitled under the Mortgage and/or this Deed; (e) the Owner shall remain liable to perform all the obligations assumed by it in relation to the Banks (Mortgaged Property and the Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of them) any failure by the Borrower or Owner to perform its obligations in respect thereof; and (f) notwithstanding that this Deed is expressed to be supplemental to the Mortgage it shall continue in full force and effect after any other person. 3.2 The obligations discharge of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personMortgage.

Continuing Security. 3.1 This Guarantee13.1 It is declared and agreed that: 3.1.1 is and shall at all times (a) the Pledge created by this Agreement shall: (i) be a continuing security for the payment payment, satisfaction, performance and discharge of the full amount of Secured Obligations and accordingly the Outstanding Indebtedness from time to time; 3.1.2 Pledge so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding IndebtednessSecured Obligations; 3.1.3 shall (ii) be in addition to and shall not merge with in any way prejudice or affect any other security or other encumbrance now or hereafter held by the Pledgee or any right or remedy of the Pledgee thereunder, and shall not be in any way prejudiced or affected thereby, or by the invalidity or unenforceability thereof, or by the Pledgee releasing, modifying or refraining from perfecting or enforcing any of the same or granting time or indulgence or compounding with any person liable; (iii) not be discharged, impaired, prejudiced or otherwise affected by any amendment, modification, variation, supplement, novation, restatement or replacement of all or any part of the Debt Documents (as defined in the Intercreditor Agreement) or any other; (iv) not be discharged, impaired, prejudiced or otherwise affected by any other security for act, fact, matter, event, circumstance, omission or thing (including, without limitation, the Outstanding Indebtedness which may have beeninvalidity, unenforceability or illegality of any of the Secured Obligations or the bankruptcy, liquidation, winding-up, insolvency, dissolution, administration, reorganisation or amalgamation of, or may at any time hereafter be, given other analogous event of or with respect to the Banks Pledgor (or any of them) by the Borrower or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank)) which, but for this provision, might operate to release discharge, impair, prejudice or otherwise affect the Guarantor rights of the Pledgee under this Agreement or under the Debt Documents (as defined in the Intercreditor Agreement) or which, but for this provision, might constitute a legal or equitable discharge of the security hereby created; and (b) all the rights and powers vested in the Pledgee by this Agreement may be exercised from all time to time and as often as the Pledgee may deem expedient. 13.2 No failure or delay on the part of its liability the Pledgee to exercise any right, power or remedy under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition withAgreement, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by Debt Documents (as defined in the Banks (Intercreditor Agreement) or any of them) them shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy, nor shall the giving by the Pledgee of any consent to any act which by the terms of this Agreement requires such consent prejudice the right of the Pledgee to withhold or give consent to the Borrower doing of any other similar act. The remedies provided in this Agreement and the Debt Documents (as defined in the Intercreditor Agreement) are cumulative and are not exclusive of any remedies provided by law. 13.3 Any settlement or discharge between the Pledgee and the Pledgor and/or any other person shall be conditional upon no security or any amendment of, payment to the Pledgee being avoided or the making set aside or ordered to be refunded or reduced by virtue of any supplement to, any Finance Document provision or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure enactment relating to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the deathbankruptcy, liquidation, administrationwinding-up, insolvency, amalgamation, reorganisation or dissolution, administration, reorganisation, amalgamation or any change other analogous event or proceedings for the time being in the constitution, name or style, of any Obligor, any Bank or any other personforce.

Continuing Security. 3.1 This Guarantee: 3.1.1 The Chargor hereby agrees and declares that this Charge is and shall at all times expressly intended to be a continuing security for the Indebtedness and all monies whatsoever now or hereafter or from time to time owing or payable by the Chargor to the Chargee under the provisions of this Charge whether alone or jointly and severally with another or others and whether as principal or surety notwithstanding that the Chargor may at any time cease to be indebted to the Chargee for any period or periods of time and notwithstanding:- (a) any account or accounts of the Chargor with the Chargee may from any cause whatsoever cease to be current and notwithstanding any settlement of account or accounts or otherwise; and (b) any change by amalgamation, consolidation or otherwise which may be made in the constitution of the Chargee. 3.2 The Chargor shall at the request of the Chargee charge to, or deposit with the Chargee such documents of title of the Property vested in the Chargor. Such charge or deposit may be by way of the security for the payment of the full amount Indebtedness and may also or otherwise be for the purpose of securing any other moneys owing to the Outstanding Indebtedness from time to time;Chargee and not hereby secured. 3.1.2 3.3 The Chargee shall not be satisfied under any obligation to the Chargor to take any action or enforce any rights, title, interests and benefits hereby charged and shall not be under any obligation to the Chargor by any intermediate payment or satisfaction of any part reason of the Outstanding Indebtedness;Chargee having abstained from taking or continuing any such action or steps. 3.1.3 3.4 The Chargor hereby declares, covenants, warrants and undertakes that there is no debenture, mortgage, charge, pledge over the Property having priority to this Charge and that:- (a) the Chargor shall not during the subsistence of this Charge without the consent in writing of the Chargee execute any form of debenture, charge, mortgage, pledge, lien or permit to exist any caveat or prohibitory order or both in respect of the Property; and (b) this Charge shall be in addition without prejudice to and shall not operate so as to merge with or be prejudiced otherwise affect any lien or affected any security already given by the Chargor or any other party or any other security for the Outstanding Indebtedness which may have been, or may at any time hereafter be, be given to the Banks (or any of them) by the Borrower Chargor or any other personparty to the Chargee whether the same be for securing payment of the Indebtedness or any other moneys covenanted to be paid herein and whether such security is taken as additional or collateral security or otherwise howsoever. 3.2 3.5 The obligations of the Guarantor under this Guarantee Chargee shall not be reduced, discharged under any obligation to the Chargor to take any action or otherwise adversely affected enforce any rights title interests and benefits hereby charged and shall not be under any obligation to the Chargor by reason of the Chargee having abstained from taking or continuing any act, omission, matter such action or thing (whether or not known to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change in the constitution, name or style, of any Obligor, any Bank or any other personsteps.

Continuing Security. 3.1 This Guarantee: 3.1.1 12.1 It is hereby declared and agreed that the security created by this Assignment shall at all times be held by the Assignee as a continuing security for the payment of the full amount Total Indebtedness and for the performance and observance of and compliance with all the Outstanding Indebtedness from time to time; 3.1.2 covenants, terms and conditions contained in this Assignment and the security so created shall not be satisfied by any intermediate partial payment or satisfaction of any part of the Outstanding Indebtedness; 3.1.3 moneys hereby and thereby secured, and the security so created shall be in addition to and shall not merge with or in any way be prejudiced or affected by any collateral or other security now or hereafter held by the Assignee for all or any part of the Outstanding Indebtedness which moneys hereby and thereby secured, and every power and remedy given to the Assignee hereunder shall be in addition to, and not a limitation of any and every other power or remedy vested in the Assignee under this Assignment or at law and all the powers so vested in the Assignee may have beenbe exercised from time to time and as often as the Assignee may deem expedient, and no delay or omission of the Assignee to exercise any right or power vested in it hereunder shall impair such right or power or be construed as a waiver of, or an acquiescence in, any default by the Assignor. 12.2 The security created by this Assignment shall not be discharged or affected by: (a) any time, forbearance, concession, indulgence, waiver or consent at any time given to the Assignor or any other person; (b) any amendment or variation to the terms and conditions of this Assignment; (c) the making or absence of any demand on the Assignor or any other person for payment; (d) the enforcement or absence of enforcement of this Assignment; (e) the winding‑up, amalgamation, reconstruction or reorganisation of the Assignor or any other person (or the commencement of any of the foregoing); (f) the illegality, invalidity or unenforceability of or any defect in any provision of this Assignment. 12.3 In the event of the commencement of the winding‑up of the Assignor or of this Assignment ceasing for any reason to be binding on the Assignor or if the Assignee receives notice (either actual or otherwise) of any other security or interest affecting any part of the Assigned Property, the Assignee may at any time hereafter be, given to open a fresh account in the Banks (or any of them) by the Borrower or any other person. 3.2 The obligations name of the Guarantor under this Guarantee Assignor and if a new account is not in fact opened, it shall not nevertheless be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known deemed to the Guarantor and/or any Bank) which, but for this provision, might operate to release the Guarantor from have been opened and all or part of its liability under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition with, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by the Banks (or any of them) to the Borrower or any other person or any amendment of, or the making of any supplement to, any Finance Document or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the death, liquidation, administration, insolvency, amalgamation, reorganisation or dissolution, or any change moneys placed in the constitution, name previous account shall be deemed to have been placed in the new account. No moneys paid into any such continued or style, of any Obligor, any Bank fresh account thereafter shall discharge or any other personreduce the amount recoverable pursuant to this Assignment.

Continuing Security. 3.1 This Guarantee14.1 It is declared and agreed that: 3.1.1 is and shall at all times (a) the Pledge created by this Agreement shall: (i) be a continuing security for the payment payment, satisfaction, performance and discharge of the full amount of Secured Obligations and accordingly the Outstanding Indebtedness from time to time; 3.1.2 Pledge so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding IndebtednessSecured Obligations; 3.1.3 shall (ii) be in addition to and shall not merge with in any way prejudice or affect any other security or other encumbrance now or hereafter held by the Pledgee or any right or remedy of the Pledgee thereunder, and shall not be in any way prejudiced or affected thereby, or by the invalidity or unenforceability thereof, or by the Pledgee releasing, modifying or refraining from perfecting or enforcing any of the same or granting time or indulgence or compounding with any person liable; (iii) not be discharged, impaired, prejudiced or otherwise affected by any amendment, modification, variation, supplement, novation, restatement or replacement of all or any part of the Debt Documents (as defined in the Intercreditor Agreement); (iv) not be discharged, impaired, prejudiced or otherwise affected by any other security for act, fact, matter, event, circumstance, omission or thing (including, without limitation, the Outstanding Indebtedness which may have beeninvalidity, unenforceability or illegality of any of the Secured Obligations or the bankruptcy, liquidation, winding-up, insolvency, dissolution, administration, reorganisation or amalgamation of, or may at any time hereafter be, given other analogous event of or with respect to the Banks (or any of them) by the Borrower Pledgors (or any other person. 3.2 The obligations of the Guarantor under this Guarantee shall not be reduced, discharged or otherwise adversely affected by reason of any act, omission, matter or thing (whether or not known to the Guarantor and/or any Bank)) which, but for this provision, might operate to release discharge, impair, prejudice or otherwise affect the Guarantor rights of the Pledgee under this Agreement or under the Debt Documents (as defined in the Intercreditor Agreement) or which, but for this provision, might constitute a legal or equitable discharge of the security hereby created; and (b) all the rights and powers vested in the Pledgee by this Agreement may be exercised from all time to time and as often as the Pledgee may deem expedient. 14.2 No failure or delay on the part of its liability the Pledgee to exercise any right, power or remedy under this Guarantee including, without limitation: 3.2.1 any time or indulgence granted to, or composition withAgreement, the Borrower or any other person; or 3.2.2 any termination, renewal, extension or variation of any credit, accommodation or facility granted by Debt Documents (as defined in the Banks (Intercreditor Agreement) or any of them) them shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy, nor shall the giving by the Pledgee of any consent to any act which by the terms of this Agreement requires such consent prejudice the right of the Pledgee to withhold or give consent to the Borrower doing of any other similar act. The remedies provided in this Agreement and the Debt Documents (as defined in the Intercreditor Agreement) are cumulative and are not exclusive of any remedies provided by law. 14.3 Any settlement or discharge between the Pledgee and any of the Pledgors and/or any other person shall be conditional upon no security or any amendment of, payment to the Pledgee being avoided or the making set aside or ordered to be refunded or reduced by virtue of any supplement to, any Finance Document provision or any other document or security; or 3.2.3 the taking, variation, compromise, renewal, enforcement, realisation or release of, or refusal or neglect or failure enactment relating to take, perfect, release or enforce, any rights, remedies or securities against, or granted by, any Obligor or other person; or 3.2.4 any incapacity, disability, or defect in powers of any Obligor or other person, or any irregular exercise thereof by, or lack of authority of, any person purporting to act on behalf of any Obligor or other person; or 3.2.5 any illegality, invalidity, avoidance or unenforceability on any grounds whatsoever of, or of any obligations of any Obligor or other person under, any Finance Document or any other document or security; or 3.2.6 the deathbankruptcy, liquidation, administrationwinding-up, insolvency, amalgamation, reorganisation or dissolution, administration, reorganisation, amalgamation or any change other analogous event or proceedings for the time being in the constitution, name or style, of any Obligor, any Bank or any other personforce.