THIS DEED of GUARANTEE (this “Deed”) is dated 22 November 2024 and made BETWEEN:

PARTY_1_NAME, a company incorporated under the laws of JURISDICTION_STATE with its registered office at PARTY_1_ADDRESS_SINGLE_LINE as guarantor (the “Guarantor”); and

PARTY_2_NAME, with its registered office at PARTY_2_ADDRESS_SINGLE_LINE as lender (the “Lender”).

BACKGROUND:

(A) The Guarantor is entering into this Deed in connection with the Finance Documents. 

(B) The board of directors of the Guarantor is satisfied that entering into this Deed is for the purposes and to the benefit of the Guarantor and its business.

(C) The Lender and the Guarantor intend this document to take effect as a deed (even though the Lender only executes it under hand).

IT IS AGREED as follows:

1    DEFINITIONS AND INTERPRETATION

1.1    Definitions
In this Deed:
“Facility Agreement” means the Facility Agreement dated on or about the date of this Deed entered into between the Borrower and the Lender as amended from time to time.
“GAAP” means generally accepted accounting principles, standards and practices in GAAP.
“Group” means the Guarantor and its Subsidiaries for the time being.
“Material Adverse Effect” means a material adverse effect on:
(a) the financial condition, assets, prospects or business of the Guarantor or on the consolidated financial condition, assets, prospects or business of the Group;
(b) the ability of the Guarantor to perform and comply with its obligations under any Finance Document; or
(c) the validity, legality or enforceability of any Finance Document.
“Party” means a party to this Deed.
“Repeating Representations” means each of the representations set out in Clauses 7.1 (Status) to 7.4 (Power and authority), 7.6 (Pari passu ranking) and 7.7 (Governing law and enforcement).

1.2    Incorporation of defined terms
(a) Unless a contrary indication appears, a term defined in the Facility Agreement has the same meaning in this Deed.
(b) The principles of construction set out in the Facility Agreement shall have effect as if set out in this Deed.

1.3    Clauses
In this Deed any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause of or a Schedule to this Deed.

1.4    Third Party Rights
A person who is not a Party has no right to enforce or to enjoy the benefit of any term of this Deed.

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