Guarantee Assignement and Postponement of Claim

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date: {{date}}

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_company_name}}, a company duly incorporated under the laws of {{assignor_country}}, with its registered office at {{assignor_address}} (hereinafter referred to as the “Assignor”); and

2. {{assignee_company_name}}, a company duly incorporated under the laws of {{assignee_country}}, with its registered office at {{assignee_address}} (hereinafter referred to as the “Assignee”); and

3. {{guarantor_company_name}}, a company duly incorporated under the laws of {{guarantor_country}}, with its registered office at {{guarantor_address}} (hereinafter referred to as the “Guarantor”).

RECITALS

WHEREAS, the Guarantor has provided a guarantee (the “Original Guarantee”) in favour of the Assignor, guaranteeing the due and punctual payment and performance of certain obligations of {{original_obligor_name}} (the “Original Obligor”) under a loan agreement dated {{original_loan_agreement_date}} (the “Original Loan Agreement”).

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

WHEREAS, the Assignee has agreed to accept such assignment and, in consideration thereof, to postpone its claim against the Original Obligor and/or the Guarantor under the assigned Original Guarantee in favour of other creditors as set out herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ASSIGNMENT OF GUARANTEE

1.1 The Assignor hereby absolutely and unconditionally assigns, transfers, and conveys to the Assignee all its right, title, and interest in and to the Original Guarantee, including all rights to demand, sue for, recover, and receive any amounts payable thereunder and to exercise all powers and remedies of the Assignor under the Original Guarantee.

1.2 The Guarantor hereby acknowledges and consents to this assignment and agrees that all obligations under the Original Guarantee shall henceforth be owed to the Assignee.

POSTPONEMENT OF CLAIM

2.1 Notwithstanding the assignment, the Assignee hereby agrees to postpone and subordinate any and all of its claims, present or future, arising under or in connection with the Original Guarantee (as hereby assigned) against the Original Obligor and/or the Guarantor (the “Assigned Claim”) to the claims of {{senior_creditor_name}} (the “Senior Creditor”) under the {{senior_debt_agreement_name}} dated {{senior_debt_agreement_date}} (the “Senior Debt”).

2.2 The Assignee agrees that it shall not demand, sue for, recover, or receive any payment in respect of the Assigned Claim until such time as the Senior Debt has been indefeasibly paid in full.

2.3 The Assignee further agrees that, should any payment be received by it in contravention of this clause, such payment shall be held in trust for the Senior Creditor and immediately paid over to the Senior Creditor.

REPRESENTATIONS AND WARRANTIES

3.1 The Assignor represents and warrants that it is the sole legal and beneficial owner of the Original Guarantee, free from any encumbrances, and has full power and authority to enter into this Agreement.

3.2 The Assignee represents and warrants that it has the full power and authority to enter into this Agreement and to accept the assignment and agree to the postponement as set forth herein.

3.3 The Guarantor represents and warrants that the Original Guarantee is valid, binding, and enforceable in accordance with its terms.

GOVERNING LAW AND JURISDICTION

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

4.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of {{jurisdiction_country}}.

MISCELLANEOUS

5.1 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, relating to such subject matter.

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

5.3 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.

IN WITNESS WHEREOF

The parties have executed this Agreement on the date first written above.

_____________________________

Signature of Assignor

Name: {{assignor_signatory_name}}

Title: {{assignor_signatory_title}}

_____________________________

Signature of Assignee

Name: {{assignee_signatory_name}}

Title: {{assignee_signatory_title}}

_____________________________

Signature of Guarantor

Name: {{guarantor_signatory_name}}

Title: {{guarantor_signatory_title}}