THIS DEED OF GUARANTEE is made on 22 December 2024.                         

From PARTY_1_NAME whose registered office is situated at PARTY_1_ADDRESS_SINGLE_LINE  called the “Guarantor” of one part to  PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (hereinafter called the “Beneficiary” which expression shall include its successors and assigns) of the other party.

WHEREAS the Beneficiary has entered into a Contract dated CONTRACT_DATE  (hereinafter called the “Contract”) with COUNTERPARTY whose registered office is situate at COUN_ADDRESS (hereinafter called the “Counterparty”); and

WHERAS the Guarantor has agreed to guarantee the due performance payment of all Liabilities (as hereinafter defined) of the Contract and any other Covered Agreement.

Now therefore the Guarantor hereby covenants as follows:

 

1. Definitions and Interpretation

1.1 In this Guarantee, unless the context otherwise requires:

Business Day means a day (other than a Saturday or Sunday) on which banks generally are open for business in JURISDICTION_STATE;

Contract means any Covered Agreement that is entered into by the Beneficiary with the Beneficiary;

Covered Agreement means any master agreement as provided in Schedule 1;

Covered Transaction means any derivative, repurchase, exchange traded, cleared derivative, securities lending or other transaction governed by a Contract.

1.2 In this Guarantee, a reference to:

(a) a Clause is a reference to a clause of this Guarantee;

(b) each of the Beneficiary, the Guarantor or the Counterparty shall be construed so as to include each such person's (and any subsequent) successors, permitted assigns and permitted transferees; and

​ 
  
17. Law and Jurisdiction  
17.1 
This document is governed by and are to be construed in accordance with English Law.


All disputes controversy, difference or claim arising out of or in connection with this document, including any question regarding its existence, validity or termination, or any dispute regarding non-contractual obligations shall be finally settled under the arbitration rules of the London Court of International Arbitration by one or more arbitrators appointed in accordance with the said rules. The seat of Arbitration shall be London and proceedings shall be conducted in English.

 
17.2 The Guarantor irrevocably waives any objections to the jurisdiction of any courts referred to in this clause. The Guarantor irrevocably agrees that a judgment or order of any court referred to in this clause in connection with this Guarantee is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. 
  
This Guarantee has been duly executed and delivered as a deed on the date first above written. 
  
  

........................................