GUARANTEE

(Always required where the applicant is a Company)

IN CONSIDERATION OF THE SUPPLIER agreeing to supply credit to the Customer, at the request of the Supplier (as evidenced by the execution by the Guarantor of this application) the Guarantor:

(a)Guarantees to the Supplier the due performance and observance by the Customer of all of the Customer’s obligations under this Agreement, including the payment of all moneys payable both currently outstanding and incurred in the future by the Customer, and agrees that all outstanding moneys are a debt due and payable by the Guarantors;

(b)Acknowledges that:

(i)no time, credit, forbearance, indulgence or concession which may at any time be granted by the Supplier to the Customer;

(ii)no release of or compromise with the Customer or any Guarantor by the Supplier;

(iii)no variation of the provisions of this application;

(iv)no assignment of this application;

(v)no determination of the terms of this application as extended or renewed; will prejudice or affect the liability of the Guarantor hereunder;

(c)Agrees that this guarantee:

(i)is irrevocable and continuing; and

(ii)extends to cover all obligations of the Customer to the Supplier howsoever arising;

(d)As a separate and continuing obligation, HEREBY AGREES to INDEMNIFY and KEEP INDEMNIFIED THE SUPPLIER against all losses, costs, expenses and damages sustained or incurred by the Supplier arising out of or in respect of any breach or default by the Customer in payment of the moneys payable pursuant to this application and or in duly performing and observing any of the provisions of this application on the part of the Customer to be paid, performed and or observed;

(e)In the event of the Customer committing an Insolvency Event*:

(i)the Guarantor shall not prove or claim in any liquidation, bankruptcy, composition, arrangement or assignment or in respect of any appointment until the Supplier has received one hundred cents in the dollar in respect of all moneys owing by the Customer to the Supplier and the Guarantor shall hold in trust for the Supplier such proof and claim;

(ii)without prejudice to any other rights of the Supplier, the Guarantor HEREBY AGREES to INDEMNIFY and KEEP INDEMNIFIED the Supplier against all losses, costs, expenses and damages sustained or incurred by the Supplier consequent upon any disclaimer of this application by a liquidator or trustee of the Customer.

* "Insolvency Event" means, in relation to any person, that the person:

(a)goes into compulsory or voluntary liquidation;

(b)enters into bankruptcy;

(c)enters into any composition, arrangement with or assignment for the benefit of the person's creditors or a class of them; 

(d)has appointed under any statute or instrument or by order of any Court, a manager, an administrator, a trustee, a receiver, a receiver and manager or a liquidator in relation to any part of the person's undertakings, assets or property;

(e)commences to be wound up or ceases to carry on business;

(f)is unable to pay the person’s debts as and when they fall due or is presumed so unable under applicable legislation;

(g)any execution or similar process is issued against the person’s property; or

(h)anything having a substantially similar effect to any of the events specified above happens under any law of any applicable jurisdiction.