THIS DEED OF GUARANTEE AND INDEMNITY (the Deed) is made on 23 November 2024 by PARTY_1_NAME of PARTY_1_ADDRESS_SINGLE_LINE or any successor thereto as the guarantor (the Guarantor) in favour of PARTY_2_NAME, of PARTY_2_ADDRESS_SINGLE_LINE (the Lender). 

Capitalized terms, whenever used herein, shall have the respective meanings set forth in the loan facilities agreements (the Facilities Agreements) between each of the borrowers as set out in the Schedule (the Borrower(s)) and the Lender.

It is agreed that:

1. Guarantee and Indemnity

1.1 The Guarantor hereby agrees that if any of the Borrowers shall fail, at any time, to duly and punctually perform any obligations under the Facilities Agreements, the Guarantor will forthwith pay such amount and perform such obligation in accordance with the terms hereof, on-demand by the Lender, provided that the delay by the Lender in giving such demand shall in no way affect the Guarantor’s obligations under this Guarantee and Indemnity.

1.2 The Guarantor, as primary obligor and not merely as surety, does hereby unconditionally and irrevocably guarantee and indemnify the Lender from time to time of all obligations, liabilities and undertakings, whether now in existence or arising hereafter, any of the Borrowers of any and all sums payable under the Facilities Agreements pursuant to the terms thereof.

1.3. If any of the Borrowers do not make any payment when due of the sum due under the Facilities Agreements or if the Lender shall declare all or any portion of the Facilities Agreements to be immediately due and payable in accordance with the terms of the Facilities Agreements, then the Guarantor shall, on written demand made by the Lender, forthwith pay to such Lender the full amount due and payable by the Borrowers as stated in and in the manner required by the Facilities Agreements.  The guarantee and indemnity under this Deed is a guarantee and indemnity of payment and not of collection.  The Guarantor hereby waives, to the extent permitted by law, all defences of a surety to which it may be entitled by statute or otherwise.

1.4. The Guarantor hereby waives notice of the acceptance of this Deed of Guarantee and Indemnity.  Furthermore, the obligation of the Guarantor hereunder is unconditional and shall remain in full force and effect (without requiring any of the Lender first to take steps against any of the Borrowers or any other person) irrespective of the genuineness, legality, validity, regularity or enforceability of the Facilities Agreements or any other document, instrument or agreement contemplated therein.  In the event that any obligation of the Borrowers guaranteed by the Guarantor under the Guarantee and Indemnity is or becomes unenforceable, invalid or illegal, the Guarantor agrees, as a separate, additional continuing and primary obligation, to indemnify the Lender on demand against any loss or liability suffered by it in respect of such unenforceability, invalidity or illegality.

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