Guarantee and Postponement of Claims

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date and Parties

Date: {{current_date}}

This Guarantee and Postponement of Claims (hereinafter referred to as 'Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}},

BETWEEN:

{{creditor_company_name}}, a company duly incorporated under the laws of {{creditor_country}}, with its principal place of business at {{creditor_address}} (hereinafter referred to as 'the Creditor').

AND

{{guarantor_company_name}}, a company duly incorporated under the laws of {{guarantor_country}}, with its principal place of business at {{guarantor_address}} (hereinafter referred to as 'the Guarantor').

AND

{{debtor_company_name}}, a company duly incorporated under the laws of {{debtor_country}}, with its principal place of business at {{debtor_address}} (hereinafter referred to as 'the Debtor').

Recitals

WHEREAS, the Creditor has granted or is about to grant certain credit facilities or financial accommodation (hereinafter referred to as 'the Facilities') to the Debtor in the amount of {{currency_symbol}}{{facility_amount}} ({{facility_amount_words}}).

WHEREAS, the Guarantor is a {{relationship_to_debtor}} of the Debtor and will derive a benefit from the Creditor granting the Facilities to the Debtor.

WHEREAS, the Creditor has agreed to grant the Facilities to the Debtor on condition that the Guarantor provides a guarantee for the Debtor's obligations and postpones its claims against the Debtor in favour of the Creditor.

Guarantee

In consideration of the Creditor granting the Facilities to the Debtor, the Guarantor hereby unconditionally and irrevocably guarantees to the Creditor the due and punctual payment and performance by the Debtor of all its present and future obligations and liabilities to the Creditor under the Facilities, including but not limited to principal, interest, fees, costs, and expenses (hereinafter referred to as 'the Guaranteed Obligations').

The Guarantor’s liability under this Guarantee shall be primary and shall not be discharged or affected by any act, omission, indulgence, or variation of the terms of the Facilities or any other agreement between the Creditor and the Debtor.

Postponement of Claims

The Guarantor hereby irrevocably and unconditionally agrees that, until such time as the Debtor’s Guaranteed Obligations to the Creditor have been fully and irrevocably paid and discharged, the Guarantor shall not demand, claim, or accept repayment of any indebtedness or liability whatsoever (whether principal, interest, or otherwise and whether now existing or hereafter arising) owed to it by the Debtor, including any claims arising from any payment made by the Guarantor under this Guarantee.

The Guarantor further agrees that any amount received by it from the Debtor in contravention of this clause shall be held by the Guarantor in trust for the Creditor and shall be immediately paid over to the Creditor.

Representations and Warranties of the Guarantor

The Guarantor represents and warrants to the Creditor that:

a) It has the power and authority to enter into and perform its obligations under this Agreement.

b) This Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms.

c) The execution and performance of this Agreement do not contravene any law or agreement to which it is a party.

Continuing Suretyship

This Guarantee shall be a continuing suretyship and shall remain in full force and effect notwithstanding any fluctuations in the amount of the Guaranteed Obligations or any intermediate settlement of account. It shall only be discharged upon the full and final payment and performance of all the Guaranteed Obligations.

Indemnity

The Guarantor shall indemnify the Creditor against all losses, damages, costs, and expenses (including legal fees) incurred by the Creditor as a result of any breach by the Debtor of its obligations under the Facilities or as a result of any enforcement by the Creditor of its rights under this Agreement.

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 {{jurisdiction_country}}.

General Provisions

a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

b) No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties hereto.

c) The failure of any party to exercise any right or remedy under this Agreement shall not operate as a waiver thereof.

d) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

e) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Guarantee and Postponement of Claims on the date first above written.

FOR THE CREDITOR:

________________________

Name: {{creditor_signatory_name}}

Title: {{creditor_signatory_title}}

FOR THE GUARANTOR:

________________________

Name: {{guarantor_signatory_name}}

Title: {{guarantor_signatory_title}}

FOR THE DEBTOR:

________________________

Name: {{debtor_signatory_name}}

Title: {{debtor_signatory_title}}