Guarantee Assignement and Postponement of Claim

Company Letterhead

{{company_name}}

{{company_address}}

Tel: {{phone}}

Email: {{email}}

Website: {{website}}

GUARANTEE ASSIGNMENT AND POSTPONEMENT OF CLAIM

This Guarantee Assignment and Postponement of Claim (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}.

BETWEEN:

1. {{assignor_name}} (Registration Number: {{assignor_registration_number}}), a company duly incorporated and existing under the laws of {{assignor_country}}, with its registered office at {{assignor_address}} (hereinafter referred to as the “Assignor”).

AND

2. {{assignee_name}} (Registration Number: {{assignee_registration_number}}), a company duly incorporated and existing under the laws of {{assignee_country}}, with its registered office at {{assignee_address}} (hereinafter referred to as the “Assignee”).

AND

3. {{principal_debtor_name}} (Registration Number: {{principal_debtor_registration_number}}), a company duly incorporated and existing under the laws of {{principal_debtor_country}}, with its registered office at {{principal_debtor_address}} (hereinafter referred to as the “Principal Debtor”).

RECITALS

WHEREAS, the Assignor has provided a guarantee (hereinafter referred to as the “Original Guarantee”) in favour of {{original_beneficiary_name}} for the liabilities of the Principal Debtor up to an amount of {{guarantee_amount}} ({{guarantee_amount_words}}) on or about {{original_guarantee_date}}.

AND WHEREAS, the Assignor wishes to assign all its rights, title, and interest in and to the Original Guarantee to the Assignee.

AND WHEREAS, in consideration of the Assignee accepting the assignment, the Assignor has agreed to postpone any claims it may have against the Principal Debtor.

ASSIGNMENT OF GUARANTEE

1.1. The Assignor hereby absolutely and unconditionally assigns, transfers, and sets over to the Assignee all its rights, title, and interest in and to the Original Guarantee, including but not limited to, all rights to enforce the Original Guarantee against the Principal Debtor.

1.2. The Assignee hereby accepts the assignment of the Original Guarantee with effect from the date of this Agreement.

POSTPONEMENT OF CLAIM

2.1. The Assignor hereby irrevocably and unconditionally postpones any and all claims, demands, actions, or proceedings which the Assignor now has or may in the future have against the Principal Debtor, whether in respect of principal, interest, costs, charges, expenses, or otherwise howsoever arising, until the Primary Indebtedness (as defined below) has been indefeasibly paid and discharged in full.

2.2. For the purposes of this Agreement, “Primary Indebtedness” shall mean all present and future actual and contingent liabilities and indebtedness of the Principal Debtor to the Assignee, howsoever arising, whether alone or jointly with any other person, and whether as principal or surety, including but not limited to the obligations under the Original Guarantee.

UNDERTAKINGS BY THE ASSIGNOR

The Assignor undertakes to:

3.1 Execute such further documents and do such further acts as the Assignee may from time to time reasonably require for the purpose of giving full effect to this Agreement.

3.2 Not, without the prior written consent of the Assignee, demand or accept payment of any amounts due from the Principal Debtor which are subject to this postponement.

REPRESENTATIONS AND WARRANTIES

The Assignor represents and warrants to the Assignee that:

4.1. It has full power and authority to enter into and perform its obligations under this Agreement.

4.2. This Agreement constitutes valid and binding obligations of the Assignor enforceable in accordance with its terms.

4.3. The Original Guarantee is full force and effect and has not been varied or revoked.

NOTICES

Any notice or communication required or permitted to be given in terms of this Agreement shall be in writing and shall be delivered by hand, courier, or email to the addresses set out below:

To the Assignor: {{assignor_notice_address}}, Email: {{assignor_notice_email}}

To the Assignee: {{assignee_notice_address}}, Email: {{assignee_notice_email}}

To the Principal Debtor: {{principal_debtor_notice_address}}, Email: {{principal_debtor_notice_email}}

GOVERNING LAW AND JURISDICTION

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

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{governing_law_country}}.

GENERAL

This Agreement constitutes the entire agreement between the parties with regard to the matters dealt with herein and no representations, warranties, or undertakings not contained in this Agreement shall be of any force or effect.

No variation, addition, deletion, or consensual cancellation of this Agreement shall be of any force or effect unless reduced to writing and signed by or on behalf of all the parties.

SIGNATURES

THUS DONE AND SIGNED AT {{signing_place}} ON THIS {{signing_day}} DAY OF {{signing_month}}, {{signing_year}}.

_____________________________

For: {{assignor_name}}

Duly authorised

_____________________________

For: {{assignee_name}}

Duly authorised

_____________________________

For: {{principal_debtor_name}}

Duly authorised (for acknowledgement and consent only)