Common use of Parent Company Guarantee Clause in Contracts

Parent Company Guarantee. 8.3.1 To secure the due and punctual performance by the Operator of its obligations under the Contract, the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – in favour of the DEA, unless the Ultimate Parent Company has assumed joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligations. 8.3.2 The Operator is not required to provide the DEA with the Parent Company Guarantee prior to the Contract Signing if the Ultimate Parent Company in connection with the conclusion of the Contract assumes joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract by the Ultimate Parent Company’s co-signature to the Con- tract, see clause 23.5.‌ 8.3.3 The Parent Company Guarantee shall be in the form of Appendix 12, Model parent company guar- ▇▇▇▇▇) and shall cover any type of claim raised by the DEA, including but not limited to claims for Penalties, repayment and reduction of Subsidies and damages. 8.3.4 If the Operator is a consortium or other form of association of entities, each member of the consor- tium or association shall ensure the issuance of such a Parent Company Guarantee according to the rules in this clause (i.e. if the consortium consists of two (2) parties, two (2) Parent Company Guarantees shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 If the Operator is the Ultimate Parent Company, the Parent Company Guarantee shall be consid- ered provided (i.e. the Parent Company Guarantee is in place by definition). 8.3.6 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which the DEA confirms in writing that the Operator’s obligations under the Con- tract have been fully discharged.‌ 8.3.7 The DEA shall return the Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria for release, see clause 8.3.6, of the Parent Company Guarantee has been fulfilled.

Parent Company Guarantee. 8.3.1 To secure the due and punctual performance by the Operator of its obligations under the Contract, the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – in favour of the DEA, unless the Ultimate Parent Company has assumed joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and clause 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligations. 8.3.2 The Operator is not required to provide the DEA with the Parent Company Guarantee prior to the Contract Signing if the Ultimate Parent Company in connection with the conclusion of the Contract assumes joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract by the Ultimate Parent Company’s co-signature to the Con- tract, see clause 23.5.‌ 8.3.3 The Parent Company Guarantee shall be in the form of Appendix 12, 12 (Model parent company guar- ▇▇▇▇▇Parent Company Guarantee) and shall cover any type of claim raised by the DEA, including but not limited to claims for Penalties, repayment and reduction of Subsidies and damages. 8.3.4 8.3.3 If the Operator is a consortium or other form of association of entities, each member of the consor- tium or association shall ensure the issuance of such a Parent Company Guarantee according to the rules in this clause (i.e. if the consortium consists of two (2) parties, two (2) Parent Company Guarantees shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 8.3.4 If the Operator is the Ultimate Parent Company, the Parent Company Guarantee shall be consid- ered provided (i.e. the Parent Company Guarantee is in place by definition). 8.3.6 8.3.5 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which the DEA confirms in writing that the Operator’s obligations under the Con- tract have been fully discharged.‌discharged. 8.3.7 8.3.6 The DEA shall return the Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria conditions for release, see clause 8.3.6, expiry of the Parent Company Guarantee has been fulfilled.

Parent Company Guarantee. 8.3.1 To secure the due and punctual performance by the Operator of its obligations under the Contract(a) Except as provided in Section 7.7(c)(iii), the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – in favour of the DEA, unless the Ultimate Parent Company has assumed joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligations. 8.3.2 The Operator is not required to provide the DEA with the Parent Company Guarantee prior to the Contract Signing if the Ultimate Parent Company in connection with the conclusion of the Contract assumes joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract by the Ultimate Parent Company’s co-signature to the Con- tract, see clause 23.5.‌ 8.3.3 The Parent Company Guarantee shall be in the form of Appendix 12, Model parent company guar- ▇▇▇▇▇) and shall cover any type of claim raised by the DEA, including but not limited to claims for Penalties, repayment and reduction of Subsidies and damages. 8.3.4 If the Operator is a consortium or other form of association of entities, each member of the consor- tium or association shall ensure the issuance of such a Parent Company Guarantee according to the rules in this clause (i.e. if the consortium consists of two (2) parties, two (2) Parent Company Guarantees shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 If the Operator is the Ultimate Parent Company, the Parent Company Guarantee shall be consid- ered provided (i.e. the Parent Company Guarantee is in place by definition). 8.3.6 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which Completion is achieved pursuant to the DEA confirms terms of this Agreement, Parent Company hereby absolutely, unconditionally and irrevocably guarantees in writing favour of Silver Wheaton the prompt and complete observance and performance of all the terms, covenants, conditions and provisions to be observed or performed by the Supplier pursuant to this Agreement (collectively, the “Guaranteed Obligations”) and shall perform such terms, covenants, conditions and provisions upon the default or non-performance thereof by the Supplier; provided that Parent Company’s liability under this Section 8.2 shall not exceed the uncredited balance of the Deposit. The foregoing agreement of Parent Company is absolute, unconditional, present and continuing and is in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part. (b) The obligations of Parent Company under this Section 8.2 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged, limited or otherwise affected by (and Parent Company hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to the Guaranteed Obligations, including any increase or decrease in the amounts payable thereunder including any amendment to this Agreement (other than this Section 8.2) for which Parent Company’s consent was not obtained; (iii) any release, non-perfection or invalidity of the Supplier Security Agreements; (iv) any Insolvency Event affecting the Supplier or any other person or their property; (v) except as provided in Section 7.7(c)(iii), any change in the control of the Supplier or the Owner; (vi) the existence of any claim, set-off or other rights which Parent Company may have at any time against the Supplier, Silver Wheaton or any other person; (vii) any invalidity, illegality or unenforceability relating to or against the Supplier or any provision of applicable law or regulation purporting to prohibit the payment by the Supplier of any amount in respect of the Guaranteed Obligations; (viii) any limitation, postponement, prohibition, subordination or other restriction on the rights of Silver Wheaton to payment of the Guaranteed Obligations; (ix) any release, substitution or addition of any co-signer, endorser or other guarantor of the Guaranteed Obligations; (x) any defence arising by reason of any failure of Silver Wheaton to make any presentment, demand for performance, notice of non-performance, protest or any other notice, including notice of acceptance of this Agreement, partial payment or non-payment of any Guaranteed Obligations or the existence, creation or incurring of new or additional Guaranteed Obligations; (xi) any defence arising by reason of any failure of Silver Wheaton to proceed against the Supplier or any other person, to proceed against, apply or exhaust the Supplier Security Agreements, or to pursue any other remedy in the power of Silver Wheaton whatsoever; (xii) any law which provides that the Operatorobligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligations obligation in proportion to the principal obligation; (xiii) any defence arising by reason of any incapacity, lack of authority, or other defence of the Supplier or any other person, or by reason of any limitation, postponement, prohibition on Silver Wheaton’s right to payment of any Guaranteed Obligations, or by reason of the cessation from any cause whatsoever of the liability of the Supplier or any other person in respect of any Guaranteed Obligations, or by reason of any act or omission of Silver Wheaton or others which directly or indirectly results in the discharge or release of the Supplier or any other person or all or any part of the Guaranteed Obligations or the Supplier Security Agreements or any guarantee therefor, whether by contract, operation of law or otherwise; (xiv) any defence arising by reason of any failure by Silver Wheaton to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Supplier or any other person under the Con- tract Supplier Security Agreements, or by reason of any interest of Silver Wheaton in any property, whether as supplier thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by Silver Wheaton of any right to recourse or collateral; (xv) any defence arising by reason of the failure of Silver Wheaton to marshal any property; (xvi) any defence based upon any failure of Silver Wheaton to give to the Supplier or Parent Company notice of any sale or other disposition of any property securing any Guaranteed Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of Silver Wheaton to comply with any applicable law in enforcing any security interest in or lien upon any such property under the Supplier Security Agreements, including any failure by Silver Wheaton to dispose of any such property in a commercially reasonable manner; (xvii) any dealing whatsoever with the Supplier or any other person or the Supplier Security Agreements, whether negligently or not, or any failure to do so; (xviii) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Supplier or any other person, including any discharge of, or bar against collecting, any Guaranteed Obligations, in or as a result of any such proceeding; or (xix) any other act or omission to act or delay of any kind by the Supplier, Silver Wheaton, or any other person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraph, constitute a legal or equitable discharge, limitation or reduction of the obligations of Parent Company hereunder (other than the payment or performance in full of all of the Guaranteed Obligations). (c) The provisions of this Section 8.2 apply (and the waivers set out herein will be effective) even if the effect of any action (or failure to take action) by Silver Wheaton is to destroy or diminish any subrogation rights of Parent Company or any rights of Parent Company to proceed against the Supplier or any other person for reimbursement or to recover any contribution from any other guarantor or any other right or remedy of Parent Company. (d) Silver Wheaton shall not be bound to exhaust its recourse against the Supplier or any other persons or to realize on the Supplier Security Agreements before being entitled to payment or performance from Parent Company under this Section 8.2 and Parent Company hereby renounces all benefits of discussion and division. (e) This Section 8.2 shall continue and apply to any ultimate unpaid or unperformed balance of the Guaranteed Obligations and shall be reinstated if at any time payment or performance of any of the Guaranteed Obligations is rescinded or must otherwise be returned or reversed by Silver Wheaton upon the occurrence of an Insolvency Event applicable to the Supplier or for any other reason whatsoever, all as though such payment or performance had not been made. (f) In the event that Silver Wheaton shall receive any payments or performance on account of the Guaranteed Obligations from Parent Company, the realization of the Supplier Security Agreements or otherwise, Parent Company shall have no right to make any claims for repayment or contribution or to exercise any rights of subrogation against any Hudbay SPA Entity, and all such rights are hereby expressly waived, until the Guaranteed Obligations have been fully discharged.‌and completely paid, performed or otherwise satisfied. 8.3.7 The DEA (g) In the event of an Insolvency Event applicable to the Supplier or in the event that the Supplier shall return make a bulk sale of any of its assets within the bulk transfer provisions of any applicable legislation or any composition with creditors or scheme of arrangement, Silver Wheaton shall have the right to rank in priority to Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria for release, see clause 8.3.6, its claim in respect of the Guaranteed Obligations and to receive all dividends or other payments in respect thereof until the Guaranteed Obligations have been fully and completely paid, performed or otherwise satisfied, all without prejudice to its claim against Parent Company Guarantee has been fulfilledwho shall continue to be liable for any remaining unpaid or unperformed balance of the Guaranteed Obligations.

Parent Company Guarantee. 8.3.1 To secure ‌ 6.1. The Contractor shall procure the due execution and punctual performance by delivery to the Operator Authority on or before the date of its obligations under the Contract and as a condition of the Contract, the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand a Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – Guarantor in favour of the DEA, unless Authority in the Ultimate form set out in Part A (Form of Parent Company has assumed joint and several liability with Guarantee) of Schedule 16 (Parent Company Guarantee) to secure the Operator in regard due performance by the Contractor of its obligations to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligationsAuthority. 8.3.2 The Operator is not required to provide 6.2. Unless and until otherwise agreed by the DEA with Parties, the form of guarantee set out in Part A (Form of Parent Company Guarantee) of Schedule 16 (Parent Company Guarantee) and the form of confirmation of parent company guarantee set out in Part B (Form of Confirmation of Parent Company Guarantee) of Schedule 16 (Parent Company Guarantee) shall, respectively, be the relevant specified form for the Parent Company Guarantee prior to and the Contract Signing if relevant specified form for the Ultimate Confirmation of Parent Company in connection with Guarantee for the conclusion purposes of the Contract assumes joint unless and several liability with until otherwise agreed by the Operator in regard parties to such guarantee. 6.3. If during the due and punctual performance duration of the obligations under Contract the Contract by Guarantor shall cease to meet any of the Ultimate Parent Company’s co-signature to Guarantee Criteria the Con- tractContractor shall immediately notify the Authority in writing and procure that an Associated Company of the Contractor, see clause 23.5.‌ 8.3.3 The which at the relevant time and thereafter shall meet all of the Guarantee Criteria, shall become the Guarantor and shall immediately provide a Parent Company Guarantee shall be substantially in the form of Appendix 12Part A (Form of Parent Company Guarantee) of Schedule 16 (Parent Company Guarantee) (any amendment to such form must be agreed in writing by the Authority beforehand) to secure due performance by the Contractor of its obligations to the Authority. 6.4. The Guarantee Criteria for the purposes of Clause 6.3 shall be that the Guarantor has an investment grade credit rating of at least BBB from Standard & Poor’s, Model parent company guar- Baa2 from ▇▇▇▇▇) and shall cover any type of claim raised by ’▇ or BBB from Fitch, if such a rating is available to the DEAGuarantor, including but not limited or the equivalent thereof from another internationally recognised credit rating agency acceptable to claims for Penalties, repayment and reduction of Subsidies and damagesthe Authority. 8.3.4 6.5. In the event that the Guarantor is downgraded to an investment grade rating of BBB- from Standard & Poor’s, Baa3 from ▇▇▇▇▇’▇ or BBB- from Fitch with a 6.6. In the event that the Contractor is downgraded to an investment grade rating below BBB- from Standard & Poor’s, Baa3 from ▇▇▇▇▇’▇ or BBB- from Fitch, if such a rating is available to the Guarantor, or the equivalent thereof from another internationally recognised credit rating agency acceptable to the Authority, the Contractor shall provide to the Authority within five (5) Business Days such alternative form of security as agreed between the Parties pursuant to the financial stability plan agreed pursuant to Clause 6.5 (which may take the form (without limitation) of an alternative guarantee, the provision of funds or reserves by a third party (under guarantee, performance bond, cash deposit or escrow account)) as the Authority may approve in writing in its absolute discretion. 6.7. If the Operator is a consortium Contractor shall provide alternative security under Clause 6.6 and at any time thereafter the Contractor can demonstrate that the Guarantor or other form of association of entities, each member an Associated Company of the consor- tium or association Guarantor meets the Guarantee Criteria the Contractor shall ensure have the issuance of such right by notice to the Authority to provide a Parent Company Guarantee according to in the rules form set out in this clause Part A (i.e. Form of Parent Company Guarantee) of Schedule 16 (Parent Company Guarantee) by such company as aforesaid and if the consortium consists of two (2) parties, two (2) Parent Company Guarantees Contractor shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 If the Operator is the Ultimate Parent Company, the provide such Parent Company Guarantee shall be consid- ered provided within ten (i.e. 10) Business Days of such notice the Authority shall: 6.7.1. accept such Parent Company Guarantee is in place of any then existing alternative security provided under Clause 6.6; and 6.7.2. take all action which is reasonably necessary to be taken by definitionit in order to release or facilitate the release of any alternative security which has previously been provided by or on behalf of the relevant provider under Clause 6.6. 6.8. Any dispute in relation to this Clause 6 may be referred by either Party to determination under Clause 86 (Disputes). 8.3.6 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which the DEA confirms in writing that the Operator’s obligations under the Con- tract have been fully discharged.‌ 8.3.7 The DEA shall return the Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria for release, see clause 8.3.6, of the Parent Company Guarantee has been fulfilled.

Parent Company Guarantee. 8.3.1 To secure the due and punctual performance by the Operator of its obligations under the Contract, the Operator has prior to Contract Signing provided to the DEA an unconditional and irrevocable on-demand Parent Company Guarantee issued by the Ultimate Parent Company of the Operator – if any – in favour of the DEA, unless the Ultimate Parent Company has assumed joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract, see clauses 8.3.2, 13.1.4 and clause 16.2, or if the Operator is a partnership (in Danish: “interessentskab") where the owners are jointly and severally liable with the Operator for the Oper- ator’s obligations. 8.3.2 The Operator is not required to provide the DEA with the Parent Company Guarantee prior to the Contract Signing if the Ultimate Parent Company in connection with the conclusion of the Contract assumes joint and several liability with the Operator in regard to the due and punctual performance of the obligations under the Contract by the Ultimate Parent Company’s co-signature to the Con- tract, see clause 23.5.‌ 8.3.3 The Parent Company Guarantee shall be in the form of Appendix 12, Model parent company guar- ▇▇▇▇▇) and shall cover any type of claim raised by the DEA, including but not limited to claims for Penalties, repayment and reduction of Subsidies and damages. 8.3.4 8.3.3 If the Operator is a consortium or other form of association of entities, each member of the consor- tium or association shall ensure the issuance of such a Parent Company Guarantee according to the rules in this clause (i.e. if the consortium consists of two (2) parties, two (2) Parent Company Guarantees shall be issued, unless the members of the consortium have the same Ultimate Parent Company). 8.3.5 8.3.4 If the Operator is the Ultimate Parent Company, the Parent Company Guarantee shall be consid- ered provided (i.e. the Parent Company Guarantee is in place by definition). 8.3.6 8.3.5 If a Parent Company Guarantee is issued, the Parent Company Guarantee shall remain in force until the date on which the DEA confirms in writing that the Operator’s obligations under the Con- tract have been fully discharged.‌discharged. 8.3.7 8.3.6 The DEA shall return the Parent Company Guarantee to the Operator no later than fifteen (15) Business Days after the criteria conditions for release, see clause 8.3.6, expiry of the Parent Company Guarantee has been fulfilled.