Guarantee and Postponement of Claims

Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Deed of Guarantee and Postponement of Claims

Made and entered into by and between:

{{guarantor_company_name}} (Registration Number: {{guarantor_reg_number}}), a company duly incorporated in accordance with the laws of {{country}}, with its registered office at {{guarantor_address}} (hereinafter referred to as "the Guarantor");

And

{{debtor_company_name}} (Registration Number: {{debtor_reg_number}}), a company duly incorporated in accordance with the laws of {{country}}, with its registered office at {{debtor_address}} (hereinafter referred to as "the Debtor");

And

{{creditor_company_name}} (Registration Number: {{creditor_reg_number}}), a company duly incorporated in accordance with the laws of {{country}}, with its registered office at {{creditor_address}} (hereinafter referred to as "the Creditor").

Recitals

WHEREAS the Creditor has granted or is about to grant financial facilities to the Debtor in the amount of {{facility_amount}} (the "Facility");

AND WHEREAS the Creditor requires security for the repayment of the Facility and all other amounts owing by the Debtor to the Creditor;

AND WHEREAS the Guarantor has agreed to bind itself as Guarantor and co-principal debtor for the due and punctual payment of all such amounts and to postpone its claims against the Debtor in favour of the Creditor.

Guarantee

The Guarantor hereby irrevocably and unconditionally guarantees to the Creditor the due and punctual payment by the Debtor of all monies which the Debtor may now or at any time hereafter owe to the Creditor, whether as principal, interest, costs, charges, expenses or otherwise, and whether such indebtedness be direct or indirect, actual or contingent, future or present, liquidated or unliquidated, secured or unsecured (hereinafter referred to as “the Indebtedness”).

This Guarantee shall be a continuing guarantee and shall remain in full force and effect notwithstanding any fluctuation in the amount, nature or extent of the Indebtedness, and shall not be discharged or affected by any act, omission, matter or thing which, but for this provision, might operate to release or discharge the Guarantor in whole or in part.

Co-Principal Debtor

The Guarantor furthermore binds itself as co-principal debtor together with the Debtor for the due and punctual payment of the Indebtedness, thereby waiving the benefits of excussion, division, and cession of actions, the full meaning and effect of which the Guarantor acknowledges itself to be aware.

Postponement of Claims

The Guarantor hereby irrevocably and unconditionally agrees that any claim, present or future, which it may have against the Debtor, howsoever arising, shall be and is hereby postponed and subordinated to the claims of the Creditor against the Debtor until such time as the Indebtedness has been paid in full.

The Guarantor undertakes that it will not cede, assign, pledge or otherwise dispose of any such claim against the Debtor, nor will it prove any such claim in competition with the Creditor against the Debtor whether the Debtor is under any form of insolvency or business rescue proceedings or otherwise.

Cession of Claims

As continuing security for its obligations hereunder, the Guarantor hereby cedes, assigns and transfers to the Creditor all its claims, present and future, against the Debtor as security for the due fulfilment of its obligations to the Creditor in terms of this Guarantee and Postponement of Claims.

This cession shall be a cession in securitatem debiti and shall become absolute upon the Debtor's default.

Undertakings by the Guarantor

The Guarantor undertakes to provide the Creditor with any information reasonably required by the Creditor concerning the financial position of the Debtor and the Guarantor.

The Guarantor further undertakes not to diminish its assets, or cause them to be diminished, to the detriment of the Creditor's rights hereunder.

General Provisions

This Deed constitutes the entire agreement between the parties relating to the subject matter hereof and no variation, amendment or consensual cancellation hereof shall be of any force or effect unless reduced to writing and signed by all parties hereto.

No indulgence, leniency or extension of time granted by the Creditor to the Guarantor or the Debtor shall prejudice or act as a waiver of any of the Creditor's rights in terms of this Deed.

This Deed shall be governed by and construed in accordance with the laws of {{country}}.

Domicilium Citandi et Executandi

The parties choose as their domicilium citandi et executandi for all purposes arising out of or in connection with this Deed, the addresses set forth in the Letterhead section for the Guarantor, Debtor, and Creditor respectively.

Signature Block

SIGNED at {{place_of_signing}} on this {{day_of_signing}} day of {{month_of_signing}} {{year_of_signing}}.

___________________________

For: {{guarantor_company_name}}

Name: {{guarantor_ signatory_name}}

Capacity: {{guarantor_signatory_capacity}}

___________________________

For: {{debtor_company_name}}

Name: {{debtor_signatory_name}}

Capacity: {{debtor_signatory_capacity}}

___________________________

For: {{creditor_company_name}}

Name: {{creditor_signatory_name}}

Capacity: {{creditor_signatory_capacity}}