Common use of GUARANTEE AND INDEMNITY Clause in Contracts

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by a third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's ’s liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. Guarantee The Guarantor hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary Union the due and punctual payment on demand of up to procure that 100 per cent of its contribution (the Supplier duly "Guaranteed Contribution") and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally accordingly undertakes upon demand to pay to the Beneficiary Union, within ten (10) Business Days (or such shorter period as is specified in this Guarantee Agreement) of receiving a written demand from the Commission in accordance with this Guarantee Agreement (a "Demand") up to 100 per cent of its Guaranteed Contribution. This Guarantee Agreement is solely related to Borrowings and the associated Loan Agreements that are authorised by a decision adopted by the Council before 31 December 2022 taken under Council Regulation (EU) 2020/672 as originally adopted. Any other Union borrowings on capital markets and with financial institutions and loan agreements shall not give rise to any claim or liability under this Guarantee Agreement. Subject to Clause 5.1, the Guaranteed Contribution of the Guarantor is equal to the value set out next to the Guarantor's name in Schedule 1 to this Guarantee Agreement. The Guarantee Contribution Key Percentage of the Guarantor is equal to the percentage set out next to the Guarantor's name in Schedule 2 to this Guarantee Agreement. The cumulative total value of any or all monies Demanded Amounts and liabilities which Additional Demanded Amounts (as defined by Clauses 1.6 and 1.7 respectively) on the Guarantor may never exceed the Guaranteed Contribution of the Guarantor. The Guarantor shall not be liable to pay an amount in excess of its Guaranteed Contribution. The obligations of the Guarantor under this Guarantee Agreement and of other Guarantors under their respective Guarantee Agreements are now or several only. A Demand under this Guarantee may be made by the Commission at any time hereafter before or after a scheduled interest payment or a scheduled principal payment or other amount is due (together the “Amount Due”) under Borrowings, if: the Union (for whatsoever reason) has not received in full a scheduled payment as and when due under a Loan Agreement from a Member State of the European Union being financed by Borrowings or it is notified by such Member State or becomes aware following an event of default under the Loan Agreement that such Member State will not or will not be able to make payment in full of a scheduled payment under such a Loan Agreement as and when due; and an Amount Due is, has been or will be due under Borrowings. In such an event, the Commission shall have become payable by at its sole discretion determine an amount to be called from the Supplier Guarantors (“Amount of the Call”), up to a maximum of the Amount Due, to ensure that the Union has sufficient resources to make the necessary payment. In determining the Amount of the Call, the Commission shall draw any amount, which may be zero, that the Commission considers in its sole discretion, having regard inter alia to the Beneficiary under or in connection with the Guaranteed Agreement or in respect total contingent liabilities of the Guaranteed Obligations as if it were a primary obligor. If at any time Union (including under the Supplier shall fail to perform any Balance of Payment Facility) and the sustainability of the Guaranteed ObligationsUnion budget, that may be available under the Guarantor, as primary obligor, irrevocably and unconditionally undertakes own resources ceiling for payment appropriations. The Commission shall make Demands on all Guarantors. The Demands shall be pro rata to the Beneficiary that, upon first demand by relative share of each Guarantor in the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalGuarantee Contribution Key.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's Suppliers liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement Agreements or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement Agreements had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, including all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed AgreementAgreements. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, including all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by an Affiliate or other third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations Obligations, save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier will duly and punctually performs perform all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by an Affiliate or other third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes 2.1 (a) In relation to the Beneficiary Issuer and any Notes, any Receipts and any Coupons issued by it and in relation to procure that the Supplier duly and punctually performs all Deed of the Guaranteed Obligations now or hereafter due, owing or incurred Covenant executed by the Supplier Issuer, ENEL as principal obligor hereby unconditionally and irrevocably guarantees by way of deed poll to each Beneficiary the Beneficiary. The Guarantor irrevocably due and unconditionally undertakes upon demand punctual payment of all amounts due from time to pay time to the such Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or Issuer in respect of any such Note, Receipt, Coupon or under the Guaranteed Obligations Deed of Covenant in respect thereof, as if it were a primary obligor. If at the case may be, (including any time the Supplier shall fail to perform premium or any other amounts of whatever nature or additional amounts which may become payable under any of the Guaranteed Obligationsforegoing) when and as the same shall become due and payable in accordance with the terms thereof. In case of the failure of the Issuer punctually to make any such payment, ENEL hereby undertakes to cause such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon redemption by acceleration of maturity or otherwise, as if such payment were made by the Issuer in accordance with the terms thereof. ENEL hereby: (i) waives any requirement that any Beneficiary, in the event of any default of such payment by the Issuer, first makes demand upon or seeks to enforce remedies against the Issuer before seeking to enforce this Guarantee (ii) agrees that its obligations under this Guarantee shall be unconditional and irrevocable irrespective of the validity, regularity or enforceability of such Notes, Receipts, Coupons or the Deed of Covenant in respect thereof, the Guarantorabsence of any action to enforce the same, as primary obligorany waiver or consent by any Beneficiary with respect to any provisions thereof, irrevocably and unconditionally undertakes the recovery of any judgment against the Issuer or any action to enforce the Beneficiary thatsame, upon first demand any consolidation, merger, conveyance or transfer by the Beneficiary it shall, at the cost Issuer or any other circumstance which might otherwise constitute a legal or equitable discharge or defence of a guarantor and expense (iii) covenants that this Guarantee will not be discharged except by complete performance of the Guarantor: fullyobligations contained in all such Notes, punctually Receipts, Coupons, the Deed of Covenant and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary this Guarantee in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalthereof.

GUARANTEE AND INDEMNITY. The Guarantor 2.1 In consideration of the Lessor, inter alia, entering, and agreeing to enter, into the Head Lease and the other Relevant Lease Documents to which it is or is to be a party, the Guarantor: 2.1.1 as primary obligor and not as surety only, hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that Lessor the Supplier duly due and punctually performs all punctual observance and performance by each of the Lessee, the Lessor's Agent and GMCRL of each and every one of the Guaranteed Obligations now or hereafter due, owing or incurred Obligations; 2.1.2 hereby unconditionally and irrevocably covenants with and undertakes with the Lessor that in the event of a default by the Supplier to Lessee, the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to Lessor's Agent or GMCRL in the Beneficiary all monies and liabilities which are now observance or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect performance for whatever reason of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, as and when the Guarantorsame shall be expressed to be due to be observed or performed, the Guarantor shall forthwith on demand by the Lessor perform such Guaranteed Obligation or cause such Guaranteed Obligation to be performed, punctually as if such Guaranteed Obligation were performed by the Lessee, the Lessor's Agent or GMCRL, as primary obligor, the case may be; and 2.1.3 hereby irrevocably and unconditionally undertakes to undertakes, covenants and agrees with the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and Lessor as a separate and independent primary obligation and liability, to indemnify the Lessor and keep the Beneficiary Lessor indemnified on demand and on a full indemnity basis for and against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs any and all legal fees on a solicitor Liabilities incurred or sustained by the Lessor in relation to and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a the failure by of the Supplier Lessee, the Lessor's Agent or GMCRL duly and punctually to perform the Guaranteed Obligations save thator as a result of the whole or any part of the Guaranteed Obligations being or becoming void, subject voidable, unenforceable or ineffective as against the Lessee, the Lessor's Agent or GMCRL, as the case may be, for any reason whatsoever, irrespective of whether such reason or any related fact or circumstance was known or ought to have been known to the Lessor or any of its officers, employees, agents or advisers. 2.2 In addition to its liabilities under Clause 2.1 the Guarantor shall pay or cause to be paid to the Lessor on demand interest at the Default Rate (both before and after judgment) accruing on a day to day basis, and on the basis of a 365 day year (or a 360 day year or any other provisions basis when the amount in respect of which Default Rate interest is payable under this Deed Clause 2.2 is denominated in a currency where it is customary for banks or financial institutions to calculate interest on such a basis), on each amount (or any part thereof) for the time being due to the Lessor under this Guarantee and Indemnity and unpaid from the date of Guarantee, this demand on the Guarantor for payment until payment is made (but excluding the day on which value for any payment made is received by the Lessor) PROVIDED THAT interest shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed payable by the Guarantor under this Clause 2.2 if and to the extent that interest on the same monies continues to accrue at the Default Rate under any of the Guaranteed Agreements and is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalhereunder.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all 'properly incurred, legally enforceable and reasonably mitigated losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably Guarantors hereby jointly and unconditionally guarantees severally guarantee, as a primary obligor and undertakes not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the United States Code or any equivalent provision of any other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code or any equivalent provision of any other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower (and its successors and assigns), and all other Secured Obligations from time to time owing to the Beneficiary to procure that Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the Supplier duly and punctually performs all of terms thereof (such obligations being herein collectively called the “Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the BeneficiaryObligations”). The Guarantor irrevocably Guarantors hereby jointly and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now severally agree that if Borrower or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier other Guarantor(s) shall fail to perform pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the GuarantorGuarantors will promptly pay the same in cash, as primary obligorwithout any demand or notice whatsoever, irrevocably and unconditionally undertakes to that in the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense case of any extension of time of payment or renewal of any of the Guarantor: fullyGuaranteed Obligations, punctually and specifically perform the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary extension or renewal. If any amount in respect of the Guaranteed Obligations and is not recoverable from any Guarantor hereunder on the basis of a guaranty, then, notwithstanding any other provision hereof, such Guarantor shall be liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and here-under as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereonprincipal debtor, and includingshall indemnify the Secured Parties in respect of such amount, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which shall pay such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject amount to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities Administrative Agent on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegaldemand.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier Service Provider duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Service Provider to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Service Provider to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier Service Provider shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Service Provider to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier Service Provider under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the SupplierService Provider's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably hereby guarantees the full payment and unconditionally guarantees performance of, and undertakes shall exonerate, indemnify, and hold Surety harmless from, any and all liability and Loss, sustained or incurred, arising from or related to the Beneficiary following: (a) any Transferred Bond, (b) any Claim, (c) Guarantor failing to procure that the Supplier duly timely and punctually performs all of the Guaranteed Obligations now completely perform or hereafter duecomply with this Agreement, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes parties to the Beneficiary thatDore Agreement failing to timely and completely perform or comply with the Dore Agreement with respect to any Transferred Bond, (d) Surety enforcing this Agreement or the Dore Agreement with respect to any Transferred Bond or (e) any act of Surety to protect or procure any of Surety’s rights, protect or preserve any of Surety’s interests, or to avoid, or lessen Surety’s liability or alleged liability, all with respect to any Transferred Bond. The liability of Guarantor to Surety under this Agreement includes all Claims made on Surety, all payments made, Loss incurred, and all actions taken by Surety with respect to any Transferred Bond under the Good Faith belief that Surety is, would be or was liable for the amounts paid or the actions taken, or that it was necessary or expedient to make such payments or take such actions, whether or not such liability, necessity or expediency existed. Guarantor shall promptly, upon first demand demand, make payment to Surety as soon as liability or Loss exists, whether or not Surety has made any payment. An itemized statement of Loss, sworn to by any officer of Surety, or the Beneficiary it shallvoucher or other evidence of any payment, at the cost and expense shall be prima facie evidence of the Guarantor: fullyfact, punctually amount and specifically perform extent of the liability of Guarantor for such Guaranteed Obligations as if it were itself a direct Loss. This Guarantee and primary obligor Indemnity includes all Loss arising from or related to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liabilityTransferred Bonds, indemnify and keep the Beneficiary indemnified against including all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature Loss which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by arise under the Supplier to perform the Guaranteed Obligations save that, subject Dore Agreement with respect to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalTransferred Bonds.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier Consultant duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier Consultant to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier Consultant to the Beneficiary under or in connection with the Guaranteed Agreement Call Off Contract or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier Consultant shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement Call Off Contract had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Consultant to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier Consultant under the Guaranteed AgreementCall Off Contract. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's Consultant’s liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably Guarantors, in accordance with the following conditions, unconditionally and unconditionally guarantees irrevocably: jointly and undertakes severally guarantee to Acquirer the Beneficiary to procure that due and punctual performance and observance by the Supplier duly and punctually performs Selling Shareholders of all of the Guaranteed Obligations now obligations contained in or hereafter due, owing or incurred implied under this Agreement that must be performed and observed by the Supplier to Selling Shareholders (the Beneficiary. The Guarantor irrevocably "Joint and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Several Guaranteed Agreement or Obligations"), other than in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any several and individual obligations of the Guaranteed Obligations, affected Selling Shareholders for the Guarantor, as primary obligor, irrevocably Special Representations comprised of Sections 2.21 (Title to Shares) and unconditionally undertakes to 2.22 (Authority) (the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense guaranty obligations of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary Guarantors in respect of such several and individual obligations referred to herein as the "Several Guaranteed Obligations," and together with the Joint and Several Guaranteed Obligations sometimes referred to herein collectively as the "Guaranteed Obligations"); jointly and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, severally indemnify and keep the Beneficiary indemnified Acquirer against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature Liabilities which Acquirer may result now or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may future suffer or incur if consequent on or arising directly or indirectly out of any obligation guaranteed breach or non-observance by the Guarantor is Selling Shareholders of a Joint and Several Guaranteed Obligation; severally guarantee to Acquirer the due and punctual performance and observance by the Selling Shareholders of all of the Several Guaranteed Obligations contained in or becomes unenforceable, invalid implied under this Agreement that must be performed and observed by the Selling Shareholders; and severally indemnify Acquirer against all Liabilities which Acquirer may now or illegal as if in the obligation guaranteed had not become unenforceable, invalid future suffer or illegal provided that incur consequent on or arising directly or indirectly out of any breach or non-observance by the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalSelling Shareholders of a Several Guaranteed Obligation.

GUARANTEE AND INDEMNITY. The In consideration of IO entering into this agreement with the Client and in consideration of the sum of two dollars ($2) and other good and valuable consideration, (the receipt and sufficiency whereof is hereby acknowledged by Guarantor) Guarantor irrevocably and hereby unconditionally guarantees and undertakes to the Beneficiary to procure IO that the Supplier duly Client will pay all amounts to be paid and punctually performs otherwise observe and perform all terms and conditions to be so observed and performed, either in this agreement and/or in any agreement between the Client and IO and/or any of its affiliates. If the Client shall default in making any such payments or in the observance or performance of any such obligations, Guarantor hereby covenants and agrees to pay to IO forthwith upon demand all amounts not so paid by the Client and all damages that may arise in consequence of any such non-observance or nonperformance. Without in any way restricting or limiting the guarantee given by Guarantor as set out above or any other rights and remedies to which IO may be entitled, Guarantor hereby covenants and agrees to indemnify and save IO harmless against any and all liabilities, losses, suits, claims, demands, costs, 6nes and actions of any kind or nature whatsoever to which IO shall or may become liable for, or suffer, by reason of any breach, violation or non-performance by the Client of any term or condition of this agreement, or any other agreement made between the Client and IO and/or any of its affiliates. Guarantor acknowledges reviewing all of the Guaranteed Obligations now or hereafter due, owing or incurred provisions of this agreement and agrees to be bound by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations provisions hereof insofar as if it were a primary obligor. If at any time the Supplier shall fail applicable to perform any of the Guaranteed Obligationshim or her, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of Section 9 which, by his or her execution of this Deed agreement, he or she covenants and agrees to abide by and be bound by. Version Date: March 14, 2006 REVISED SCHEDULE "A" Detailed Membership Information Monthly Install Reception & Space Services Membership Package: Facilities 120 90 Additional Members: 1 20 Branch Office: (location) Access Codes: Copy Code (no install chg): Y N After Hours Access ($15 Install) Y N Business Services: (list details on separate business services agreement) Miscellaneous Services: (please list) Telephone Services ID code: Y N 1-800 number: Custom number: Transaction box: Additional voicemails: Active notification: Other telephone services: Custom Operator Mail Services Mailbox size: Mail Forwarding Services: ___ x per ___ Additional Company Names: Directory Services Telephone Directory Listing: Lobby Directory Listing: Monthly $140.00 + Deposit $140.00 + Install $110.00 = TOTAL $390 + GST = $413.40 Version date: March 14, 2006 SCHEDULE "B" Office Premises Services Instructions for Use of GuaranteePhotocopier: • Enter code ( - - - -) into keypad and press the ID Key. • Select copy settings. • Make copies. • After copies are made, this shall not be construed as imposing greater obligations or liabilities press ID "Clear" button on right-hand keypad to clear code. • Your assigned code will only work on the Guarantor than are purported copier if you have elected to have a copy code. • Please be imposed advised that the copier will need to warm up before use to ensure proper functioning. Accessing the Office Premises to Check Mail: • Swipe access card on keypad outside mailroom door on the Supplier under East Side of the Guaranteed Agreementmain door. As • When you hear a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 "click", you will be able to 2.3 above, the Guarantor as enter. • Please ensure that door shuts securely behind you. • All clients with facilities membership will receive a primary obligor irrevocably and unconditionally undertakes code to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalaccess mail.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) Losses of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), Losses of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The In consideration of the Franchisor entering into this Agreement with the Franchisee and in consideration of the sum of $2.00 and other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged by the Guarantor), the Guarantor irrevocably and hereby unconditionally guarantees and undertakes to the Beneficiary to procure Franchisor that the Supplier duly Franchisee will pay all amounts to be paid and punctually performs otherwise observe and perform all terms and conditions to be so observed and performed, either in this Agreement and/or in any agreement and/or any lease, sublease or other instrument under which the right to occupy the Premises has been obtained (the said lease, sublease and any other said instrument to be hereinafter referred to individually and collectively as the “Lease Instrument”). If the Franchisee shall default in making any such payments or in the observance or performance of any such obligations, the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably hereby covenants and unconditionally undertakes upon demand agrees to pay to the Beneficiary Franchisor forthwith upon demand all monies and liabilities which are now or at any time hereafter shall have become payable amounts not so paid by the Supplier Franchisee and all damages that may arise in consequence of any such non-observance or non-performance. THE PUPPY ZONE DOG DAY CARE & ADVENTURE CENTRE INC. FRANCHISE AGREEMENT 36 Without in any way restricting or limiting the guarantee given by the Guarantor as set out above or any other rights and remedies to which the Franchisor may be entitled, the Guarantor hereby covenants and agrees to indemnify and save the Franchisor harmless against any and all liabilities, losses, suits, claims, demands, costs, fines and actions of any kind or nature whatsoever to which the Franchisor shall or may become liable for, or suffer, by reason of any breach, violation or non-performance by the Franchisee of any term or condition of this Agreement, the Lease Instrument or any other agreement made between the Franchisee and the Franchisor. With respect to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, guarantee and indemnification provided for by the Guarantor, as primary obligor, irrevocably the Guarantor covenants and unconditionally undertakes agrees to the Beneficiary that, upon first demand by the Beneficiary it shallexecute and deliver under separate instrument, at such time or times as the cost and expense Franchisor may request, such form of guarantee and/or indemnity evidencing its obligations under the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this paragraph as the Franchisor shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from in its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegaldiscretion determine.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligorObligations. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform (either itself or, with the consent of the Beneficiary which shall not be unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain fully responsible for the performance of the Guaranteed Obligations, by an Affiliate or other third party) such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, fully indemnify and keep the Beneficiary fully indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveobligation, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand by the Authority to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. For the avoidance of doubt, any changes to the Commercial Agreement and/or the Enabling Agreement during the Commercial Agreement Period shall not require the consent of the Guarantor and any such changes shall be deemed to be covered by this Deed of Guarantee. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary Authority it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep keep, on demand by the Authority, the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The 19.1 Guarantee Each Guarantor unconditionally and irrevocably guarantees, as a continuing obligation, the proper and unconditionally guarantees and undertakes to punctual payment by each of the Beneficiary to procure that the Supplier duly and punctually performs all Obligors of the Guaranteed Obligations now or hereafter dueAmounts and unconditionally and irrevocably undertakes, owing or incurred as a continuing obligation, with each Finance Party that, if for any reason any Obligor does not make such payment, each Guarantor shall pay the Guaranteed Amounts upon first written demand by the Supplier Facility Agent. 19.2 Principal Debtor Each Guarantor shall be deemed to be liable for the Guaranteed Amounts as a sole or principal debtor. 19.3 Discharge The liabilities and obligations of each of the Guarantors under this Agreement shall remain in force notwithstanding any act, omission, neglect, event or matter whatsoever, except the proper and valid payment of all the Guaranteed Amounts and, subject to Clause 19.4 (Preference), an absolute discharge or release of any of the Guarantors signed by the Facility Agent on behalf of the Lenders; and without prejudice to its generality, the foregoing shall apply in relation to anything which would have discharged any Guarantor (wholly or in part) or which would have afforded such Guarantor any legal or equitable defence, and in relation to any winding up or dissolution of, or any change in constitution or corporate identity or loss of corporate identity by, any of the Obligors or any other person. 19.4 Preference Any such discharge or release as is referred to in Clause 19.3 (Discharge), and any composition or arrangement which any of the Guarantors may effect with the Finance Parties, shall be deemed to be made subject to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities condition that it will be void if any payment or security which are now any Finance Party may previously have received or at may thereafter receive from any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or person in respect of the Guaranteed Obligations Amounts is set aside under any applicable law or proves to have been for any reason invalid and the liabilities and obligations of each Guarantor under this Clause 19 (Guarantee and Indemnity) will continue or be reinstated as if it were a primary obligorsuch discharge or release had not occurred. If at any time 19.5 No Impairment Without prejudice to the Supplier shall fail to perform generality of Clauses 19.2 (Principal Debtor) and 19.3 (Discharge) none of the liabilities or obligations of any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Guarantors under this Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereonshall be impaired by, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with each Guarantor hereby irrevocably waives any disbursements,) of whatever nature which defences it may result now or which such Beneficiary may suffer, incur or sustain arising hereafter have in any way whatsoever out relating to, the Finance Parties (or any of them): 19.5.1 agreeing with any Obligor any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a failure by Financing Document or any other document or security including without limitation any change in the Supplier to perform purpose of, any extension of, or any increase in, any facility or the Guaranteed Obligations save that, subject to the addition of any new facility under any Financing Document or other provisions document (other than a variation of this Deed of GuaranteeClause 19.5 (No Impairment) and any such variation shall, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from whatever its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which be binding upon such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.in all

GUARANTEE AND INDEMNITY. The Guarantor 2.1 In consideration of the Lessor, inter alia, entering, and agreeing to enter, into the Head Lease and the other Lease Documents to which it is or is to be a party, the Guarantor: 2.1.1 as primary obligor and not as surety only, hereby unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that Lessor the Supplier duly due and punctually performs all punctual observance and performance by the Lessee and/or any other Primary Obligor of each and every one of the Guaranteed Obligations now or hereafter due, owing or incurred Obligations; 2.1.2 hereby unconditionally and irrevocably covenants with and undertakes with the Lessor that in the event of a default by the Supplier to Lessee and/or any other Primary Obligor in the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now observance or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect performance for whatever reason of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, as and when the Guarantorsame shall be expressed to be due to be observed or performed, the Guarantor shall forthwith on demand by the Lessor perform such Guaranteed Obligation or cause such Guaranteed Obligation to be performed, punctually as primary obligor, if such Guaranteed Obligation were performed by the Lessee and/or any other Primary Obligor; and 2.1.3 hereby irrevocably and unconditionally undertakes undertakes, covenants and agrees with the Lessor as a primary obligation to indemnify the Lessor and keep the Lessor indemnified on demand and on a full indemnity basis for and against any and all Liabilities incurred or sustained by the Lessor in relation to and arising out of the failure of the Lessee and/or any other Primary Obligor duly and punctually to perform the Guaranteed Obligations. 2.2 As a separate and alternative stipulation in addition to its liabilities in Clause 2.1, the Guarantor hereby unconditionally and irrevocably agrees with the Lessor that any of the Guaranteed Obligations which is expressed to be performed by the Lessee and/or any other Primary Obligor but which may not be recoverable from the Guarantor on the footing of a guarantee (whether by reason of the dissolution of the Lessee and/or any other Primary Obligor or any reconstruction or amalgamation in which or as a consequence of which the Lessee and/or any other Primary Obligor loses its respective separate corporate identity or any other fact or circumstance whatsoever and whether or not known or becoming known to the Beneficiary that, upon first demand by Lessor) shall nevertheless be recoverable from the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations Guarantor as if it were itself a direct and primary obligor the principal debtor. 2.3 In addition to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, and 2.2 above the Guarantor as a primary obligor irrevocably and unconditionally undertakes shall pay or cause to indemnify and keep be paid to the Beneficiary indemnified Lessor on demand against all losses, damages, costs interest at the Default Rate (both before and expenses (including VAT thereonafter judgment) accruing on a day to day basis, and including, without limitation, all legal costs and expenseson the basis of a 365 day year (or a 360 day year when the amount in respect of which Default Interest is payable under this Clause 2.3 is denominated in a currency where it is customary for banks or financial institutions to calculate interest on such a basis), on each amount (or any part thereof) for the time being due to the Lessor under this Guarantee and Indemnity and unpaid from the date of whatever nature, whether arising under statute, contract or at common law, demand on the Guarantor for payment until payment is made (but excluding the day on which such Beneficiary may suffer or incur if value for any obligation guaranteed payment made is received by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalLessor).

GUARANTEE AND INDEMNITY. The Guarantor irrevocably Guarantors hereby jointly and unconditionally guarantees severally guarantee, as a primary obligor and undertakes not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the United States Code or any equivalent provision of any other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code or any equivalent provision of any other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower (and its successors and assigns), and all other Secured Obligations from time to time owing to the Beneficiary to procure Secured Parties by any Loan Party under any Loan Document or any Hedging Agreement or Treasury Services Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the Supplier duly and punctually performs all of terms thereof (such obligations being herein collectively called the “Guaranteed Obligations now or hereafter due, owing or incurred by the Supplier to the BeneficiaryObligations”). The Guarantor irrevocably Guarantors hereby jointly and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now severally agree that if Borrower or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier other Guarantor(s) shall fail to perform pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the GuarantorGuarantors will promptly pay the same in cash, as primary obligorwithout any demand or notice whatsoever, irrevocably and unconditionally undertakes to that in the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense case of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect any extension of time of payment or renewal of any of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 aboveObligations, the Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), terms of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.extension or

GUARANTEE AND INDEMNITY. Guarantee and indemnity The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure Landlord that the Supplier duly Tenant shall: pay the Rents and punctually performs all observe and perform the tenant covenants of this lease and that if the Guaranteed Obligations now Tenant fails to pay any of those Rents or hereafter dueto observe or perform any of those tenant covenants, owing the Guarantor shall pay or incurred by observe and perform them; and observe and perform any obligations the Supplier Tenant enters into in an authorised guarantee agreement made in respect of this lease (the AGA) and that, if the Tenant fails to do so, the BeneficiaryGuarantor shall observe and perform those obligations. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection covenants with the Guaranteed Agreement or in respect of the Guaranteed Obligations Landlord as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary principal obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 above, the Guarantor as a primary obligor irrevocably and unconditionally undertakes 461.1 of this Schedule to indemnify and keep indemnified the Beneficiary indemnified Landlord against any failure by the Tenant: to pay any of the Rents or any failure to observe or perform any of the tenant covenants of this lease; or to observe or perform any of the obligations the Tenant enters into in the AGA. Guarantor's liability The liability of the Guarantor under 46(a) and 46(a) of this Schedule shall continue until the Termination Date, or until the Tenant is released from the tenant covenants of this lease by virtue of the LTCA 1995, if earlier. The liability of the Guarantor shall not be reduced, discharged or otherwise adversely affected by: any time or indulgence granted by the Landlord to the Tenant; any delay or forbearance by the Landlord in enforcing the payment of any of the rents or the observance or performance of any of the tenant covenants of this lease (or the Tenant's obligations under the AGA) or in making any demand in respect of any of them; any refusal by the Landlord to accept any rent or other payment due under this lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property; the Landlord exercising any right or remedy against the Tenant for any failure to pay the Rents or to observe or perform the tenant covenants of this lease (or the Tenant's obligations under the AGA); the Landlord taking any action or refraining from taking any action in connection with any other security held by the Landlord in respect of the Tenant's liability to pay the Rents or observe and perform the tenant covenants of the lease (or the Tenant's obligations under the AGA) including the release of any such security; a release or compromise of the liability of any one of the persons who is the Guarantor, or the grant of any time or concession to any one of them; any legal limitation or disability on demand the Tenant or any invalidity or irregularity of any of the tenant covenants of the lease (or the Tenant's obligations under the AGA) or any unenforceability of any of them against all lossesthe Tenant; the Tenant being dissolved, damagesor being struck off the register of companies or otherwise ceasing to exist, costs and expenses (including VAT thereonor, and includingif the Tenant is an individual, by the Tenant dying or becoming incapable of managing its affairs; without limitationprejudice to 484. of this Schedule, all legal costs and expenses)the disclaimer of the Tenant's liability under this lease or the forfeiture of this lease; the surrender of the lease in respect of part only of the Property, except that the Guarantor shall not be under any liability in relation to the surrendered part in respect of whatever nature, whether arising under statute, contract any period after the surrender; or at common law, which such Beneficiary may suffer any other act or incur if any obligation guaranteed omission except an express written release by deed of the Guarantor by the Landlord. Any sum payable by the Guarantor is must be paid without any set-off or becomes unenforceablecounterclaim, invalid deduction or illegal withholding (other than any deduction or withholding of tax as if required by law) against the obligation guaranteed had not become unenforceable, invalid Landlord or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalTenant.

GUARANTEE AND INDEMNITY. The In consideration of IO entering into this agreement with the Client and in consideration of the sum of two dollars ($2) and other good and valuable consideration, (the receipt and sufficiency whereof is hereby acknowledged by Guarantor) Guarantor irrevocably and hereby unconditionally guarantees and undertakes to the Beneficiary to procure IO that the Supplier duly Client will pay all amounts to be paid and punctually performs otherwise observe and perform all terms and conditions to be so observed and performed, either in this agreement and/or in any agreement between the Client and IO and/or any of its affiliates. If the Client shall default in making any such payments or in the observance or performance of any such obligations, Guarantor hereby covenants and agrees to pay to IO forthwith upon demand all amounts not so paid by the Client and all damages that may arise in consequence of any such non-observance or nonperformance. Without in any way restricting or limiting the guarantee given by Guarantor as set out above or any other rights and remedies to which IO may be entitled, Guarantor hereby covenants and agrees to indemnify and save IO harmless against any and all liabilities, losses, suits, claims, demands, costs, 6nes and actions of any kind or nature whatsoever to which IO shall or may become liable for, or suffer, by reason of any breach, violation or non-performance by the Client of any term or condition of this agreement, or any other agreement made between the Client and IO and/or any of its affiliates. Guarantor acknowledges reviewing all of the Guaranteed Obligations now or hereafter due, owing or incurred provisions of this agreement and agrees to be bound by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations provisions hereof insofar as if it were a primary obligor. If at any time the Supplier shall fail applicable to perform any of the Guaranteed Obligationshim or her, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier to perform the Guaranteed Obligations save that, subject to the other provisions of Section 9 which, by his or her execution of this Deed agreement, he or she covenants and agrees to abide by and be bound by. Version Date: March 14, 2006 REVISED SCHEDULE "A" Detailed Membership Information Monthly Install Reception & Space Services Membership Package: Facilities Additional Members: 1 20 Branch Office: (location) Access Codes: Copy Code (no install chg): Y N After Hours Access ($15 Install) Y N Business Services: (list details on separate business services agreement) Miscellaneous Services: (please list) Telephone Services ID code: Y N 1-800 number: Custom number: Transaction box: Additional voicemails: Active notification: Other telephone services: Custom Operator Mail Services Mailbox size: Mail Forwarding Services: ___ x per ___ Additional Company Names: Directory Services Telephone Directory Listing: Lobby Directory Listing: Monthly $140 + Deposit $0 + Install $0 = TOTAL $140 + GST = $147.00 * A 30 day risk-free trial of Guaranteecommunications services is available upon request. Version date: March 14, this shall not be construed as imposing greater obligations or liabilities 2006 SCHEDULE "B" Office Premises Services Instructions for Use of Photocopier: • Enter code ( - - - -) into keypad and press the ID Key. • Select copy settings. • Make copies. • After copies are made, press ID "Clear" button on right-hand keypad to clear code. • Your assigned code will only work on the Guarantor than are purported copier if you have elected to have a copy code. • Please be imposed advised that the copier will need to warm up before use to ensure proper functioning. Accessing the Office Premises to Check Mail: • Swipe access card on keypad outside mailroom door on the Supplier under East Side of the Guaranteed Agreementmain door. As • When you hear a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 "click", you will be able to 2.3 above, the Guarantor as enter. • Please ensure that door shuts securely behind you. • All clients with facilities membership will receive a primary obligor irrevocably and unconditionally undertakes code to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalaccess mail.

GUARANTEE AND INDEMNITY. The Guarantor TRC hereby irrevocably and unconditionally guarantees guarantees, as a primary obligor and undertakes not merely a surety (“Purchaser Guarantor”), to and for the Beneficiary to procure that benefit of Seller and the Supplier duly Seller Indemnified Parties, the complete and punctually performs punctual performance, observance and fulfillment by Purchaser of all of the Guaranteed Obligations now agreements, obligations, commitments, covenants, undertakings, warranties and other obligations (conditional or hereafter due, owing or incurred by the Supplier to the Beneficiary. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all court costs and all legal fees on a solicitor and own client basis, together with any disbursements,otherwise) of whatever nature of Purchaser in, or pursuant to, the terms of this Agreement and each of the other Transaction Documents, including without limitation, the Seller Note (collectively, “Purchaser Obligations”), and agrees to indemnify each of Seller and the Seller Indemnified Parties on demand against all Losses which any of Seller and the Seller Indemnified Parties may result suffer through or which such Beneficiary may suffer, incur or sustain arising in from any way whatsoever out of a failure breach by the Supplier to perform Purchaser Guarantor of the Guaranteed Obligations save that, subject Purchaser Obligations. Notwithstanding anything to the other provisions contrary herein, the liability of Purchaser Guarantor for the Purchaser Obligations arising under this Deed of Guarantee, this ARTICLE 7 shall not be construed released or diminished by any alteration of terms (of the Agreement or any of the other Transaction Documents or otherwise) or any forbearance, neglect, or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance or other indulgence. Purchaser Guarantor’s performance obligations under this ARTICLE 7 shall survive any expiration or termination of this Agreement and any of the other Transaction Documents until such time as imposing greater Purchaser’s performance and indemnification obligations under this Agreement and the other Transaction Documents are satisfied. Purchaser Guarantor agrees that its obligations pursuant to this ARTICLE 7 are absolute and unconditional under all circumstances and shall not be released, revoked, impaired, reduced or liabilities on otherwise affected by, and shall continue in full force and effect notwithstanding the Guarantor than are purported occurrence of, any event. This guarantee and indemnity is in addition to, and without prejudice to be imposed on and not in substitution for, any rights or security which any of Seller or any of the Supplier under Seller Indemnified Parties may now or hereafter have or hold for the Guaranteed Agreementperformance and observance of the Purchaser Obligations by the Purchaser Guarantor. As a separate and independent obligation and liability from its obligations and liabilities under Clauses 2.1 to 2.3 abovestipulation, the Purchaser Guarantor as a primary obligor irrevocably and unconditionally undertakes to indemnify and keep agrees that any Purchaser Obligations which may not be enforceable against or recoverable from the Beneficiary indemnified on demand Purchaser Guarantor by reason of any (i) legal limitation of the Purchaser Guarantor, (ii) insolvency or liquidation of the Purchaser Guarantor, (iii) merger, change of control or other change of status of the Purchaser Guarantor or (iv) other fact or circumstance, such Purchaser Obligations shall nevertheless be enforceable against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed by recoverable from the Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Purchaser Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegal.

GUARANTEE AND INDEMNITY. The Each Guarantor acknowledges that we enters into this Agreement at the Guarantor’s request and upon the basis of this guarantee and indemnity having been given. Each Guarantor unconditionally and irrevocably and unconditionally guarantees and undertakes to the Beneficiary to procure that the Supplier duly and punctually performs punctual performance of all of the Guaranteed Obligations now or hereafter due, owing or incurred Borrower’s obligations under this Agreement. Each Guarantor must immediately upon demand pay us any amount not paid when due by the Supplier to the BeneficiaryBorrower under this Agreement. The Each Guarantor unconditionally and irrevocably and unconditionally undertakes upon demand to pay to the Beneficiary all monies and liabilities which are now or at any time hereafter shall have become payable by the Supplier to the Beneficiary under or in connection with the Guaranteed Agreement or in respect of the Guaranteed Obligations as if it were a primary obligor. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor: fully, punctually and specifically perform such Guaranteed Obligations as if it were itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed Obligations and liable as if the Guaranteed Agreement had been entered into directly by the Guarantor and the Beneficiary; and as a separate and independent obligation and liability, indemnify and keep the Beneficiary indemnified indemnifies us against all losses, damages, costs costs, charges, liabilities and expenses (including VAT thereonwhich we may at any time suffer or incur because: any of the Borrower’s obligations expressed in this Agreement is void, and including, without limitation, all court costs and all legal fees voidable or wholly or partially unenforceable; We have to disgorge any money paid to us on a solicitor and own client basis, together with any disbursements,) of whatever nature which may result the Borrower’s account under this Agreement; or which such Beneficiary may suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier Borrower fails to perform the Guaranteed Obligations save that, subject to the other provisions of any obligation under this Deed of Guarantee, this shall not be construed as imposing greater obligations or liabilities on the Guarantor than are purported to be imposed on the Supplier under the Guaranteed Agreement. As The indemnity in clause 32.3 is a continuing obligation, separate and independent obligation from each Guarantor’s other obligations under any other Agreement. It continues after those other obligations end. Each Guarantor must pay moneys owing under this Agreement in immediately available funds without any deduction and liability from its waives any right of set-off and any right to rely on any defence available to the Borrower. The obligations and liabilities of each Guarantor and our rights under Clauses 2.1 this Agreement continue and are not affected by: Our granting of any time or indulgence to 2.3 abovethe Borrower or another person; Our compounding or compromising with or wholly or partially releasing the Borrower or another person; laches, acquiescence, delay, acts, omissions or mistakes by us; Our taking, varying, wholly or partially discharging or otherwise dealing with or losing or impairing any security for the Guarantor Borrower’s obligations under any this Agreement or any such security being or becoming void, voidable or unenforceable; any person who is intended to assume liability as a primary obligor irrevocably Guarantor under this Agreement not doing so effectively, failing to execute this Agreement or being discharged; any novation, assignment, termination or variation of this Agreement; the Borrower’s death, mental illness or bankruptcy or the death, mental illness or bankruptcy of any individual Guarantor; if the Borrower or any Guarantor is a corporation and unconditionally undertakes is Insolvent or deregistered; a Agreement being constituted without reference to indemnify and keep the Beneficiary indemnified on demand against all losses, damages, costs and expenses (including VAT thereon, and including, without limitation, all legal costs and expenses), of whatever nature, whether arising under statute, contract or at common law, which such Beneficiary may suffer or incur if any obligation guaranteed consent by the Guarantor is Guarantors; or becomes unenforceable, invalid anything else which might otherwise have such effect at law or illegal as if the obligation guaranteed had not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no greater than the Supplier's liability would have been if the obligation guaranteed had not become unenforceable, invalid or illegalin equity.