assignment clause bank guarantee

• Assignment Clause

Get free proposals from vetted lawyers in our marketplace.

Contract Clauses

• Acceleration Clause
• Arbitration Clause
• Cancellation Clause
• Choice of Law Clause
• Confidentiality Clause
• Consideration Clause
• Definitions Clause
• Dispute Resolution Clause
• Entire Agreement Clause
• Escalation Clause
• Exclusivity Clause
• Exculpatory Clause
• Force Majeure Clause
• Governing Law Clause
• Indemnification Clause
• Indemnity Clause
• Insurance Clause
• Integration Clause
• Merger Clause
• Non-Competition Clause
• Non-Disparagement Clause
• Non-Exclusivity Clause
• Non-Solicitation Clause
• Privacy Clause
• Release Clause
• Severability Clause
• Subordination Clause
• Subrogation Clause
• Survival Clause
• Termination Clause
• Time of Essence Clause

Jump to Section

Assignment clause defined.

Assignment clauses are legally binding provisions in contracts that give a party the chance to engage in a transfer of ownership or assign their contractual obligations and rights to a different contracting party.

In other words, an assignment clause can reassign contracts to another party. They can commonly be seen in contracts related to business purchases.

Here’s an article about assignment clauses.

Assignment Clause Explained

Assignment contracts are helpful when you need to maintain an ongoing obligation regardless of ownership. Some agreements have limitations or prohibitions on assignments, while other parties can freely enter into them.

Here’s another article about assignment clauses.

Purpose of Assignment Clause

The purpose of assignment clauses is to establish the terms around transferring contractual obligations. The Uniform Commercial Code (UCC) permits the enforceability of assignment clauses.

Assignment Clause Examples

Examples of assignment clauses include:

• Example 1 . A business closing or a change of control occurs
• Example 2 . New services providers taking over existing customer contracts
• Example 3 . Unique real estate obligations transferring to a new property owner as a condition of sale
• Example 4 . Many mergers and acquisitions transactions, such as insurance companies taking over customer policies during a merger

Here’s an article about the different types of assignment clauses.

Assignment Clause Samples

Sample 1 – sales contract.

Assignment; Survival .  Neither party shall assign all or any portion of the Contract without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign this Agreement, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) to which this Agreement relates. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. Any assignment or transfer not in accordance with this Contract shall be void. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract.

Reference :

Security Exchange Commission - Edgar Database,  EX-10.29 3 dex1029.htm SALES CONTRACT , Viewed May 10, 2021, <  https://www.sec.gov/Archives/edgar/data/1492426/000119312510226984/dex1029.htm >.

Sample 2 – Purchase and Sale Agreement

Assignment . Purchaser shall not assign this Agreement or any interest therein to any Person, without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, upon prior written notice to Seller, Purchaser may designate any Affiliate as its nominee to receive title to the Property, or assign all of its right, title and interest in this Agreement to any Affiliate of Purchaser by providing written notice to Seller no later than five (5) Business Days prior to the Closing; provided, however, that (a) such Affiliate remains an Affiliate of Purchaser, (b) Purchaser shall not be released from any of its liabilities and obligations under this Agreement by reason of such designation or assignment, (c) such designation or assignment shall not be effective until Purchaser has provided Seller with a fully executed copy of such designation or assignment and assumption instrument, which shall (i) provide that Purchaser and such designee or assignee shall be jointly and severally liable for all liabilities and obligations of Purchaser under this Agreement, (ii) provide that Purchaser and its designee or assignee agree to pay any additional transfer tax as a result of such designation or assignment, (iii) include a representation and warranty in favor of Seller that all representations and warranties made by Purchaser in this Agreement are true and correct with respect to such designee or assignee as of the date of such designation or assignment, and will be true and correct as of the Closing, and (iv) otherwise be in form and substance satisfactory to Seller and (d) such Assignee is approved by Manager as an assignee of the Management Agreement under Article X of the Management Agreement. For purposes of this Section 16.4, “Affiliate” shall include any direct or indirect member or shareholder of the Person in question, in addition to any Person that would be deemed an Affiliate pursuant to the definition of “Affiliate” under Section 1.1 hereof and not by way of limitation of such definition.

Security Exchange Commission - Edgar Database,  EX-10.8 3 dex108.htm PURCHASE AND SALE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1490985/000119312510160407/dex108.htm >.

Sample 3 – Share Purchase Agreement

Assignment . Neither this Agreement nor any right or obligation hereunder may be assigned by any Party without the prior written consent of the other Parties, and any attempted assignment without the required consents shall be void.

Security Exchange Commission - Edgar Database,  EX-4.12 3 dex412.htm SHARE PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1329394/000119312507148404/dex412.htm >.

Sample 4 – Asset Purchase Agreement

Assignment . This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, at any time after the Closing, are freely assignable by Buyer. This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, are assignable by Seller only upon the prior written consent of Buyer, which consent shall not be unreasonably withheld. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Security Exchange Commission - Edgar Database,  EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1428669/000119312510013625/dex21.htm >.

Sample 5 – Asset Purchase Agreement

Assignment; Binding Effect; Severability

This Agreement may not be assigned by any party hereto without the other party’s written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Security Exchange Commission - Edgar Database,  EX-2.4 2 dex24.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1002047/000119312511171858/dex24.htm >.

Common Contracts with Assignment Clauses

Common contracts with assignment clauses include:

• Real estate contracts
• Sales contract
• Asset purchase agreement
• Purchase and sale agreement
• Bill of sale
• Assignment and transaction financing agreement

Assignment Clause FAQs

Assignment clauses are powerful when used correctly. Check out the assignment clause FAQs below to learn more:

What is an assignment clause in real estate?

Assignment clauses in real estate transfer legal obligations from one owner to another party. They also allow house flippers to engage in a contract negotiation with a seller and then assign the real estate to the buyer while collecting a fee for their services. Real estate lawyers assist in the drafting of assignment clauses in real estate transactions.

What does no assignment clause mean?

No assignment clauses prohibit the transfer or assignment of contract obligations from one part to another.

What’s the purpose of the transfer and assignment clause in the purchase agreement?

The purpose of the transfer and assignment clause in the purchase agreement is to protect all involved parties’ rights and ensure that assignments are not to be unreasonably withheld. Contract lawyers can help you avoid legal mistakes when drafting your business contracts’ transfer and assignment clauses.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Meet some of our Lawyers

I graduated from Yale University magna cum laude, served as a Fulbright Scholar in Italy and attended UC Berkeley School of Law. In 2023, I was named a "Legal Visionary" by the Los Angeles Times. I have broad experience in corporate transactions and in serving as outside general counsel to clients. I started my legal career in Silicon Valley and Hong Kong working on large equity and debt financings and matters for private wealth clients. After returning home to Los Angeles, I advised startup companies with formations, acquisitions and day-to-day matters such as sales contracts and licensing. More recently, I have focused on data, IT and SaaS contracts for both providers and customers. My clients include NASDAQ-listed companies, a top ranked children’s hospital and local startups.

I have a Juris Doctorate degree from Mercer Law School, and I am an active member of the Georgia State Bar Association. I have spent the last eight years reviewing, drafting, editing, and negotiating hundreds of contracts on a monthly basis, working in-house for a Fortune 500 company. I am a results-driven, self-motivated, experienced contracts attorney with exceptional drafting, research and communication abilities.

Nevada Attorney with experiences in outside general counsel representation, contract drafting, and civil litigation.

I'm an experienced practitioner with a diverse practice which includes civil and criminal litigation in state and federal court, personal injury, immigration, breach of contract, and entertainment law.

James D. F.

Unique Hybrid Background ➲ Deep Legal, Tech & Commercial Experience More by pure chance than design, I arrived late in life to pursue a career in law. My background spans more than 3 decades across Information Technology, entrepreneurship & the legal profession supporting my claim to being a 'Deep Generalist'. What is a 'Deep Generalist'? 'The professionals who develop into really great client advisors are deep generalists.' Quote from Warren Bennis. From 2013 I worked for established boutique property, finance & commercial law firms + an award-winning #newlaw firm of senior lawyers (formerly Nexus Law Group, now merged with Arch.law) before founding my digital law firm Blue Ocean Law Group in 2017. I also worked part-time for 2 years as a freelance online expert across all aspects of Australian Law with JustAnswer (H.Q. in San Francisco) and volunteered at the Caxton Legal Centre to give back to the community. Now I offer pro bono (free) legal assistance at my discretion. My achievements in the law are best reflected in the high number of settlements where civil litigation has been avoided, court judgements (incl. successful appeals) in my clients' favour & [90+] testimonials which can be seen on the blueocean.law [700+] page website which offers tons [585+] of both free & paid innovative legal products & resources. My personal experience as a client on the other side of legal matters affords me a unique perspective and goes some way to explaining my passion for the reinvention of the delivery of legal services. I am an early adopter of technology + gadgets, an avid reader and an animal lover. In January 2023, I joined the IAPP – International Association of Privacy Professionals and became a Certified Information Privacy Professional – United States by gaining the highly valued gold-standard ANSI-Accredited CIPP/US credential. I followed this up in August 2023, by obtaining the Certified in CyberSecurity qualification form ISC(2). Pre-Law Background From 1992 to 2002, I worked for Accenture as an IT Project Manager across APAC (including long-term project assignments in New Zealand & Singapore). I started a small business side hustle in 1997 and in 2003 I left Accenture to become a full-time entrepreneur in the transport industry. I later expanded into the mezzanine property development finance market as well as venturing into small-scale property development.Unique Hybrid Background

My name is Kchris Griffin. I am an licensed attorney practicing Family and Civil Law in Oklahoma. My goal is to help those in need with receiving efficient and effective legal services.

Find the best lawyer for your project

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

CONTRACT lawyers by city

• Atlanta Contract Lawyers
• Austin Contract Lawyers
• Boston Contract Lawyers
• Chicago Contract Lawyers
• Dallas Contract Lawyers
• Denver Contract Lawyers
• Fort Lauderdale Contract Lawyers
• Houston Contract Lawyers
• Las Vegas Contract Lawyers
• Los Angeles Contract Lawyers
• Memphis Contract Lawyers
• Miami Contract Lawyers
• New York Contract Lawyers
• Oklahoma City Contract Lawyers
• Orlando Contract Lawyers
• Philadelphia Contract Lawyers
• Phoenix Contract Lawyers
• Richmond Contract Lawyers
• Salt Lake City Contract Lawyers
• San Antonio Contract Lawyers
• San Diego Contract Lawyers
• San Francisco Contract Lawyers
• Seattle Contract Lawyers
• Tampa Contract Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Find lawyers and attorneys by city

Guarantee clause samples

Each of RenaissanceRe Finance and RRNAH may offer and sell from time to time senior, subordinated or junior subordinated debt securities, which we will guarantee . The Capital Trust may offer and sell from time to time preferred securities, which we will guarantee .

08/03/2017 (RENAISSANCERE HOLDINGS LTD)

The following summary sets forth the material terms and provisions of the preferred securities guarantee . Because the following summary of certain provisions of the preferred securities guarantee s is not complete, you should refer to the form of preferred securities guarantee and the Trust Indenture Act for more complete information regarding the provisions of the preferred securities guarantee , including the definitions of some of the terms used below. The form of the preferred securities guarantee has been filed as an exhibit to the registration statement of which this prospectus forms a part and is incorporated by reference in this summary. Whenever we refer to particular sections or defined terms of a preferred securities guarantee , such sections or defined terms are incorporated herein by reference. Reference in this summary to preferred securities means the Capital Trust’s preferred securities to which a preferred securities guarantee relates. The Guarantee Trustee will hold the preferred securities guarantee for the benefit of the holders of the Capital Trust’s preferred securities.

Table of Contents • The obligations of the Capital Trust under the preferred securities will be fully and unconditionally guarantee d by us. See “Description of the Trust Preferred Securities Guarantee .” The Capital Trust is not currently subject to the information reporting requirements of the Exchange Act and it is anticipated that it will not become subject to those requirements upon the effectiveness of the registration statement of which this prospectus is a part.

The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of such Security exhaust any right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of such Security except by complete performance of the payment obligations contained in such Security and in this Guarantee . This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether on the Stated Maturity Date, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company.

07/02/2018 (NEXTERA ENERGY INC)

SECTION 2.01 Guarantee . The Guarantor hereby fully and unconditionally guarantee s to each Holder the due and punctual payment of the Guarantee Payments, as and to the extent applicable (without duplication of amounts theretofore paid by the Issuer) when and as the same shall become due and payable, according to the terms of the Preferred Stock as set forth in the Articles of Amendment, regardless of any defense, right of set-off or counterclaim which the Issuer may have or assert. In case of the failure of the Issuer or any successor thereto punctually to pay any such Guarantee Payments, as and to the extent applicable, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, as if such payment were made by the Issuer. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to or for the benefit of the Holders or by payment by the Issuer of such amounts to or for the benefit of the Holders.

SECTION 2.04Enforcement of Guarantee . Any Holder of Preferred Stock may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer or any other Person.

SECTION 2.09Form of Guarantee . The Guarantee to be endorsed upon any stock certificate representing Preferred Stock shall be in substantially the form set forth in Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted hereby, and may include such letters, numbers or other marks of identification and legends as may be required to comply with the rules of any securities exchange. The definitive Guarantee to be endorsed upon the Preferred Stock shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner provided that such manner is permitted by the rules of any securities exchange on which the Preferred Stock may be listed. In the alternative, each stock certificate representing Preferred Stock may omit the form of Guarantee set forth in Exhibit A if a legend is included on such stock certificate indicating that a copy of this Guarantee Agreement will be provided upon request.

1. Limited Guarantee . Subject at all times to the terms and conditions set forth in this Limited Guarantee , the Guarantor absolutely and irrevocably guarantee s to the Guarantee d Party the due and punctual performance and discharge of any payment obligations of Parent of 10% (such percentage, the Guarantor’s “Contribution Percentage”) of the aggregate amount of: (a)the Parent Termination Fee if and when due and payable pursuant to Section6.06(c)of the Merger Agreement; (b)the payment obligations of Parent if and when due and payable pursuant to the last two sentences of Section6.15(c)of the Merger Agreement; and (c)the payment obligations of Parent if and when due and payable pursuant to Section6.06(d)of the Merger Agreement (clauses (a)through (c), collectively, the “ Guarantee d Obligations”). Notwithstanding anything to the contrary contained in this Limited Guarantee , in no event shall the maximum aggregate liability of the Guarantor in respect of the Guarantee d Obligations exceed $5,060,191. The Guarantee d Party acknowledges and agrees that the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,060,191 (such limitation on the aggregate liability of the Guarantor for its Guarantee d Obligations being referred to in this Limited Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Cap. The Guarantor shall not be required to pay any amount under this Limited Guarantee if it has funded in full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred.

03/06/2020 (CINCINNATI BELL INC)

The Guarantee d Party agrees that in no event shall the Guarantor be required to pay to the Guarantee d Party any amounts in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth in this Limited Guarantee . All payments under this Limited Guarantee shall be made in lawful money of the United States, in immediately available funds.

2. Other Guarantor. Except in accordance with the immediately following sentence, no claim(s)may be brought against (and no recovery as a result of such claim(s)may be obtained from) the Guarantor under this Limited Guarantee unless such claim(s)have been concurrently brought against the Other Guarantors in connection with the Limited Guarantee s, dated as of the date of this Limited Guarantee (the “Other Limited Guarantee s”), by MIP V (FCC) AIV, L.P. and ASOF Holdings I, L.P. (together, the “Other Guarantors”) in favor of the Company. The immediately preceding sentence shall not apply to the extent that: (i)the bringing of such claim(s)against the Other Guarantors is prohibited or stayed by any applicable Law; or (ii)each Other Guarantor has satisfied in full its obligation under the Other Limited Guarantee . The Company shall not release the Other Guarantors from any obligations under the Other Limited Guarantee s or amend or waive any provision of the Other Limited Guarantee s, except to the extent the Company offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantee s shall be several and not joint.

(a) The Guarantee d Party shall not be obligated to file any claim relating to any Guarantee d Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantee d Party to so file shall not affect the Guarantor’s obligations under this Limited Guarantee . In the event that any payment to the Guarantee d Party in respect of any Guarantee d Obligation is rescinded or must otherwise be returned to the Guarantor for any reason whatsoever (other than in connection with the valid termination of the Guarantor’s obligations in accordance with Section7 of this Limited Guarantee or in other circumstances where the Guarantor is not liable to make such payment), to the extent such amount is actually returned to the Guarantor, the Guarantor shall remain fully liable under this Limited Guarantee with respect to such Guarantee d Obligation as if such payment to the Guarantee d Party had not been made. This Limited Guarantee is one of payment of the Guarantor’s Contribution Percentage of the Guarantee d Obligations and not collection.

(d) Other than defenses to the payment of the Guarantee d Obligations that are available to the Parent under the Merger Agreement and subject to Section1 of this Limited Guarantee , to the fullest extent permitted by Law, the Guarantor unconditionally and irrevocably waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any and all notice of the creation, renewal, extension or accrual of any of the Guarantee d Obligations and notice of or proof of reliance by the Guarantee d Party upon this Limited Guarantee or acceptance of this Limited Guarantee (except for notices to be provided to Parent and White& Case LLP in accordance with Section9.02 of the Merger Agreement). Except as provided in Section2 of this Limited Guarantee , when pursuing its respective rights and remedies under this Limited Guarantee against the Guarantor, the Guarantee d Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guarantee d Obligations or any right of offset with respect to the Limited Guarantee . Except as provided in Section2 of this Limited Guarantee , any failure by the Guarantee d Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guarantee d Party of any right of offset, shall not relieve the Guarantor of any liability under this Limited Guarantee , and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guarantee d Party.

6. Subrogation. The Guarantor unconditionally and irrevocably agrees not to exercise any rights that it may now have or after the date of this Limited Guarantee acquire against Parent or any other Person interested in the transactions contemplated by the Merger Agreement, whether or not such claim arises by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency laws) or otherwise prior to the termination of this Limited Guarantee . The rights referred to in the immediately preceding sentence include, without limitation, any right of subrogation, reimbursement, exoneration, contribution, and any right to participate in any claim or remedy of the Guarantee d Party against Parent or such other Person, by reason of the existence, payment, performance, or enforcement of the Guarantee d Obligations under or in respect of this Limited Guarantee , including without limitation, the right to take or receive from Parent or such other Person, directly or indirectly, in case of other property by setoff or in any other manner, payment or security on account of such claim, remedy of right prior to the termination of this Limited Guarantee .

8. Continuing Guarantee . Unless terminated pursuant to the provisions of Section7 of this Limited Guarantee , and subject to the relief of the Guarantor’s obligations in accordance with second paragraph of Section1 of this Limited Guarantee , this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guarantee d Obligations, shall be binding upon the Guarantor and its successors and assignees, and shall inure to the benefit of, and be enforceable by, the Guarantee d Party and its successors and permitted assigns. All obligations to which this Limited Guarantee applies or may apply under the terms of this Limited Guarantee shall be conclusively presumed to have been created in reliance on this Limited Guarantee .

(b) All Actions arising out of or relating to this Limited Guarantee shall be heard and determined in the Court of Chancery of the State of Delaware or, (but only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Action) the Superior Court of the State of Delaware (Complex Commercial Division) and any appellate court from any such court (such courts, the “Selected Courts”). The parties to this Limited Guarantee irrevocably: (i)submit to the exclusive jurisdiction and venue of the Selected Courts in any such Action; (ii)waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action brought in the Selected Courts; (iii)agree to not contest the jurisdiction of the Selected Courts in any such Action, by motion or otherwise; and (iv)agree to not bring any Action arising out of or relating to this Limited Guarantee in any court other than the Selected Courts, except for Actions brought to enforce the judgment of any such court. The consents to jurisdiction and venue set forth in this Section9.08(b)shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties to this Limited Guarantee . Each party to this Limited Guarantee agrees that service of process upon such party in any Action arising out of or relating to this Limited Guarantee shall be effective if notice is given by Federal Express, UPS, DHL or similar courier service to the address set forth in Section12 of this Limited Guarantee . The parties to this Limited Guarantee agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

16. Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any ruleof Law or public policy: (a)such provision shall be ineffective to the extent, and only to the extent, of such unenforceability or prohibition and shall be enforced to the greatest extent permitted by Law; (b)such unenforceability or prohibition in any jurisdiction shall not invalidate or render unenforceable such provision as applied: (i)to other Persons or circumstances; or (ii)in any other jurisdiction; and (c)such unenforceability or prohibition shall not affect or invalidate any other provision of this Limited Guarantee . This Limited Guarantee may not be enforced with respect to the Guarantee d Obligations without giving effect to the limitations provided in Section1 of this Limited Guarantee and to the provisions of Sections 5 and 7 of this Limited Guarantee . No party to this Limited Guarantee shall assert, and each party shall cause its respective Affiliates not to assert, that this Limited Guarantee or any part of this Limited Guarantee is invalid, illegal or unenforceable.

The spot market price is determined by the COES and is the price at which generation companies sell or buy power on the spot market during each 15-minute period. All injections and withdrawals of electricity are valued at the spot market price of the 15-minute period when they are made. Any generation companies with excess generation over energy sold pursuant to PPAs in each 15-minute interval, sell their excess energy at spot prices to generation companies with lower generation than their contractual obligations under PPAs for that time period. COES defines, on a monthly basis, the amounts that are owed by each generator with a net “buyer” position to generators with a net “seller” position. Generators with a net seller position directly invoice and collect from generators with a net buyer position the amounts liquidated by COES, respectively, not being COES involved in the payment procedure or providing any form of payment guarantee . Distribution companies and regulated consumers cannot purchase power off the grid at spot prices. Distribution companies must enter into agreements that guarantee offtakes of regulated consumers located in their concession areas. Regulated consumers must enter into agreements with distribution companies or, in the case of a large consumer, may contract directly with power generation companies.

04/22/2016 (Kenon Holdings Ltd.)

With relation to the above, Kenon provided a RMB350 million ($54 million) guarantee of this financing agreement to Chery for up to 50% of Chery’s Guarantee . As at December31, 2015, Qoros had drawn down the Facility of RMB700 million ($108 million) with an interest rate of 5.39%. The fair value of the guarantee has been recorded in the financial statements.

Under our guarantee , we have guarantee d the performance of all payment obligations of Goldman Sachs Bank USA under the specified CDs, on the terms set forth in the guarantee agreement. By a “specified CD” we mean a certificate of deposit issued or to be issued by Goldman Sachs Bank USA at any time and from time to time in the past or the future, provided, that, the confirmation of sale of such certificate of deposit, the disclosure statement or any other offering document relating to such certificate of deposit, the instrument governing such certificate of deposit (including any master certificate of deposit), or the books and records of Goldman Sachs Bank USA or its affiliates expressly states that the obligations of Goldman Sachs Bank USA under such certificate of deposit will be entitled to the benefit of our guarantee . Consequently, all other certificates of deposit issued or to be issued by Goldman Sachs Bank USA are not “specified CDs” and are not covered by our guarantee or the guarantee agreement. There is currently no limit on the amount of specified CDs that may be issued by Goldman Sachs Bank USA.

07/10/2017 (GOLDMAN SACHS GROUP INC)

We may use this prospectus in the initial sales of specified CDs covered by our guarantee . In addition, Goldman Sachs& Co. LLC or any of our other affiliates may use this prospectus in market-making transactions in specified CDs covered by our guarantee after their initial sale. Unless the purchaser is informed otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.

We have filed a registration statement on Form S-3 with the SEC relating to our guarantee . This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of The Goldman Sachs Group, Inc., please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the applicable contract or other document. You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s Internet site.

The specified CDs will be deposit liabilities of GS Bank, unconditionally and irrevocably guarantee d by The Goldman Sachs Group, Inc. pursuant to our guarantee . Except to the extent FDIC insurance is available from the FDIC, no entity other than GS Bank or The Goldman Sachs Group, Inc. will have any obligation, contingent or otherwise, to make any payments in respect of the specified CDs. Accordingly, GS Bank and The Goldman Sachs Group, Inc. will be dependent on their respective assets and earnings to generate the funds necessary to meet their respective obligations with respect to the specified CDs. If GS Bank’s and The Goldman Sachs Group, Inc.’s assets and earnings are not adequate, GS Bank and The Goldman Sachs Group, Inc. may be unable to make payments in respect of the specified CDs and you could lose that part of your deposit, if any, that is not covered by FDIC insurance.

We have been advised by GS Bank that the specified CDs, together with our guarantee , are being offered from time to time by GS&Co. and may also be offered by any of our other affiliates pursuant to brokerage agreements signed with GS Bank from time to time. GS&Co. and our other affiliates involved in the distribution of the specified CDs, and our guarantee , may be deemed to be “underwriters” as that term is defined in the Securities Act with respect to our guarantee . We refer to GS&Co. and any such other affiliates as the “distributors” in this prospectus.

The notes will be liabilities of GS Bank, unconditionally and irrevocably guarantee d by The Goldman Sachs Group, Inc. pursuant to our guarantee . However, the notes will be general unsecured obligations, not deposit liabilities, of GS Bank and will not be insured by the FDIC. In the event of a liquidation or other resolution of GS Bank, the notes, as general obligations of GS Bank, will generally be subordinated in right of payment to the claims of deposit holders. No entity other than GS Bank or The Goldman Sachs Group, Inc. will have any obligation, contingent or otherwise, to make any payments in respect of the notes. Accordingly, GS Bank and The Goldman Sachs Group, Inc. will be dependent on their respective assets and earnings to generate the funds necessary to meet their respective obligations with respect to the notes. If GS Bank’s and The Goldman Sachs Group Inc.’s assets and earnings are not adequate, GS Bank and The Goldman Sachs Group, Inc. may be unable to make payments in respect of the notes and you could lose your entire investment in your note.

• we or any permitted successor or assignee owns all of the trust common securities of the successor entity and guarantee s the obligations of the successor entity under the successor securities at least to the extent provided by the related guarantee . Notwithstanding the foregoing, an Issuer Trust will not, except with the consent of holders of 100% in liquidation amount of the related capital securities (voting together as a single class), merge, consolidate or amalgamate with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity, or permit any other entity to consolidate, amalgamate or merge with or into or replace it, if such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be classified as an association taxable as a corporation or as other than a grantor trust for U.S. federal income tax purposes.

We have, through the applicable guarantee , the applicable trust agreement, the applicable series of corresponding subordinated debt securities, the subordinated debt indenture and the applicable expense agreement, taken together, fully, irrevocably and unconditionally guarantee d all of the Issuer Trust’s obligations under the related capital securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes a guarantee . It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of an Issuer Trust’s obligations under its capital securities. See “Relationship Among the Capital Securities and the Related Instruments” below.

Our obligations under each expense agreement will be subordinated in right of payment to the same extent as each guarantee . Our obligations under each expense agreement will be subject to provisions regarding amendment, termination, assignment, succession and governing law similar to those applicable to each guarantee .

Payments of distributions and other amounts due on the capital securities (to the extent the related Issuer Trust has funds available for the payment of such distributions) are irrevocably guarantee d by us as described above under “— Guarantee s and Expense Agreements—The Guarantee s”. Taken together, our obligations under each series of corresponding subordinated debt securities, the subordinated debt indenture, the related trust agreement, the related expense agreement, and the related guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the related capital securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes a guarantee . It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the Issuer Trust’s obligations under the related capital securities. If and to the extent that we do not make payments on any series of corresponding subordinated debt securities, the Issuer Trust will not pay distributions or other amounts due on its related capital securities. The guarantee s do not cover payment of any amounts when the related Issuer Trust does not have sufficient funds to pay such amounts. In such an event, the remedy of a holder of any capital securities is to institute a legal proceeding directly against us pursuant to the terms of the subordinated debt indenture for enforcement of our obligations under the corresponding subordinated debt securities. Our obligations under each guarantee are subordinate and junior in right of payment to all of our senior indebtedness.

Our obligations under the expense agreement are subordinated in right of payment to the same extent as the guarantee . Our obligations under the expense agreement are subject to provisions regarding amendment, termination, assignment, succession and governing law similar to those applicable to the guarantee .

The Trust’s business and affairs are conducted by its trustees, each appointed by us as sponsor of the Trust. The trustees are The Bank of New York Mellon, as the property trustee, or “Property Trustee,” and BNY Mellon Trust of Delaware, as the Delaware trustee, or “Delaware Trustee,” and two or more individual trustees, or “administrative trustees,” who are employees or officers of or affiliated with us. The Property Trustee act as sole trustee under each Trust Agreement for purposes of compliance with the Trust Indenture Act and also acts as trustee under the Guarantee . See “Description of the Guarantee ” below.

The payment of distributions out of money held by a Trust, and payments upon redemption of the APEX or liquidation of the Trust, are guarantee d by us to the extent described under “Description of the Guarantee .” Each Guarantee , when taken together with our obligations under the applicable Trust Agreement, including our obligations to pay costs, expenses, debts and liabilities of the Trust, other than with respect to its Common Securities and APEX, has the effect of providing a full and unconditional guarantee of amounts due on the APEX. The Bank of New York Mellon, as the Guarantee Trustee, holds the Guarantee for the benefit of the holders of the APEX. The Guarantee s do not cover payment of distributions when the Trusts do not have sufficient available funds to pay those distributions.

The following is a brief description of the terms of the Guarantee . The description does not purport to be complete in all respects and is subject to and qualified in its entirety by reference to the Guarantee , copies of which are available upon request from us as described under “Summary — Where can I find additional information?” above.

• equally with any of our other present or future obligations that by their terms rank pari passu with such Guarantee . Each Guarantee constitutes a guarantee of payment and not of collection, which means that the guarantee d party may sue the guarantor to enforce its rights under the Guarantee without suing any other person or entity. Each Guarantee is held for the benefit of the holders of APEX. Each Guarantee will be discharged only by payment of the guarantee payments in full to the extent not paid by the applicable Trust. To the fullest extent permitted by applicable law, each holder of APEX has the right to institute a proceeding directly against us for enforcement of the rights of a holder of Preferred to the extent of an interest in the Preferred corresponding to the aggregate liquidation amount of such holder’s APEX.

The holders of a majority in liquidation amount of the applicable APEX have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of a Guarantee or to direct the exercise of any trust or power conferred upon the Guarantee Trustee under the Guarantee . Any holder of APEX may institute a legal proceeding directly against us to enforce the Guarantee Trustee’s rights and our obligations under a Guarantee , without first instituting a legal proceeding against the Trust, the Guarantee Trustee or any other person or entity.

(c) To the fullest extent permitted under applicable Law and subject to Section ‎2‎(f) below, the Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantee d Obligations and notice of or proof of reliance by the Guarantee d Party upon this Limited Guarantee or acceptance of this Limited Guarantee . Without expanding the obligations of the Guarantor hereunder, the Guarantee d Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee , and all dealings between Parent and/or the Guarantor, on the one hand, and the Guarantee d Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee . When pursuing any of its rights and remedies hereunder against the Guarantor, the Guarantee d Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person for the Guarantee d Obligations or any right of offset with respect thereto, and any failure by the Guarantee d Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guarantee d Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guarantee d Party, and to the extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any such pursuit or election, in each case subject to Section 2(a).

11/20/2020 (China Biologic Products Holdings, Inc.)

6. Continuing Guarantee . Unless terminated pursuant to the provisions of Section ‎5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the payment and satisfaction in full of the Guarantee d Obligations (subject to the Maximum Amount), shall be binding upon the Guarantor, its successors and permitted assigns, and shall inure to the benefit of, and be enforceable by, the Guarantee d Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee , the provisions of this Limited Guarantee that are for the benefit of any Non-Recourse Party (including the provisions of Sections ‎3, ‎5 and ‎16) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any such Non-Recourse Party.

(c) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee . When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated. The word “including” and words of similar import when used in this Limited Guarantee shall mean “including, without limitation,” unless otherwise specified.

3. Limited Guarantee . Concurrently with the execution and delivery of this letter agreement, Sponsor is executing and delivering to the Company a limited guarantee , dated as of the date hereof, related to certain payment obligations of Parent and Merger Sub under the Merger Agreement (the “Limited Guarantee ”). The Company’s (i) remedies against Sponsor and its successors and assigns under the Limited Guarantee , (ii) remedies against Parent and Merger Sub and their respective successors and assigns under the Merger Agreement, and (iii) remedies against Sponsor and its successors and assigns pursuant to the Company Third Party Beneficiary Rights (as defined below) hereunder shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company, any of the direct or indirect shareholder of the Company or any of its subsidiaries, any Affiliate of the Company or such shareholder, or any of the Affiliates, equity holders, controlling persons, directors, officers, employees, members, managers, general or limited partners, representatives, advisors or agents of the foregoing against Sponsor or any of the Sponsor Affiliates (as defined below) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with any breach of the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the Merger to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to have been made in connection therewith (whether or not Parent or Merger Sub’s breach is caused by the breach by Sponsor of its obligations under this letter agreement).

SECTION3.08. Guarantee . Concurrently with the execution of this Agreement, Parent has delivered to the Company the duly executed guarantee of each Guarantor, dated as of the date of this Agreement, in favor of the Company in respect of certain of Parent’s obligations under, or in connection with, this Agreement, the Merger and the other Transactions (each, a “ Guarantee ”). Each Guarantee is (a)a legal, valid and binding obligation of the applicable Guarantor, (b)enforceable against the applicable Guarantor in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exception and (c)in full force and effect. As of the date of this Agreement, no event has occurred which (with or without notice, lapse of time, or both), would or would reasonably be expected to constitute a default or breach on the part of the applicable Guarantor under any Guarantee .

03/02/2020 (CINCINNATI BELL INC)

Section17.01.The Guarantee . The Guarantor hereby unconditionally guarantee s to the Trustee and each Holder of a Security authenticated and delivered by the Trustee all obligations of the Company under this Indenture in accordance with the terms of the Subordinated Debt Securities Guarantee Agreement.

09/22/2020 (PARTNERRE LTD)

Section5.01 Guarantee . The Guarantor hereby irrevocably and unconditionally guarantee s to each Holder the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts, if applicable, with respect to any Debenture held by such Holder, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Debenture and of the Indenture, and to the Trustee payment of all amounts due to the Trustee relating to the performance of its duties under the Indenture. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Guarantee Trustee, on the other hand, the maturity of the Debentures guarantee d hereby may be accelerated as provided in Article5 of the Indenture for the purposes of this Guarantee , notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Debentures guarantee d hereby.

Section5.06Limitation on Liability. The Guarantor, and by its acceptance of Debentures of any series, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code or any similar state law to the extent applicable to any Guarantee . Any term or provision of the Indenture to the contrary notwithstanding, the maximum aggregate amount of the obligations guarantee d hereunder by the Guarantor shall not exceed the maximum amount that can be hereby guarantee d without rendering the Indenture, as it relates to the Guarantor, or the Guarantee voidable or otherwise ineffective under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

The Company has, through the Guarantee , Trust Agreement, Junior Subordinated Debentures, Indenture and the Expense Agreement (each as defined herein), taken together, fully, irrevocably and unconditionally guarantee d all of Air T Funding’s obligations under the Capital Securities. See “Relationship Among the Capital Securities, the Junior Subordinated Debentures and the Guarantee -- Full and Unconditional Guarantee .” Under the Guarantee , the Company guarantee s the payment of Distributions by Air T Funding and payments on liquidation of or redemption of the Capital Securities (subordinate to the right to payment of Senior and Subordinated Debt of the Company, as defined herein) to the extent of funds held by Air T Funding. The Guarantee does not cover payment of Distributions when Air T Funding does not have sufficient funds to pay such Distributions. See “Description of Guarantee .” If the Company does not make required payments on the Junior Subordinated Debentures held by Air T Funding, Air T Funding will have insufficient funds to pay Distributions on the Capital Securities. In such event, a holder of the Capital Securities may institute a legal proceeding directly against the Company to enforce payment of such Distributions to such holder. See “Description of Junior Subordinated Debentures -- Enforcement of Certain Rights by Holders of the Capital Securities.” The obligations of the Company under the Guarantee and the Junior Subordinated Debentures are subordinate and junior in right of payment to all Senior and Subordinated Debt (as defined in “Description of Junior Subordinated Debentures -- Subordination”) of the Company.

05/29/2019 (AIR T INC)

Payments of Distributions and other amounts due on the Capital Securities (to the extent Air T Funding has funds available for the payment of such Distributions) are irrevocably guarantee d by the Company as and to the extent set forth under “Description of Guarantee .” Taken together, the Company’s obligations under the Junior Subordinated Debentures, the Indenture, the Trust Agreement, the Expense Agreement and the Guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the Capital Securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee . It is only the combined operation of those documents that has the effect of providing a full, irrevocable and unconditional guarantee of Air T Funding’s obligations under the Capital Securities. If and to the extent that the Company does not make payments on the Junior Subordinated Debentures, Air T Funding will not pay Distributions or other amounts due on the Capital Securities. The Guarantee does not cover payment of Distributions when Air T Funding does not have sufficient funds to pay such Distributions. In such event, the remedy of a holder of the Capital Securities is to institute a legal proceeding directly against the Company for enforcement of payment of such Distributions to such holder. The obligations of the Company under the Guarantee are subordinate and junior in right of payment to all Senior and Subordinated Debt.

The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities against Air T Funding in respect of any amounts paid to such Holders by the Guarantor under this Capital Securities Guarantee ; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Capital Securities Guarantee , if, at the time of any such payment, any amounts are due and unpaid under this Capital Securities Guarantee . If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Dividends on the preference shares are payable quarterly on a non-cumulative basis, only when, as and if declared by the Board, on March15, June15, September15 and December15 of each year at a fixed rate equal to 8.00% per annum on the liquidation preference, commencing on September15, 2009. In the event that, during the term of the Guarantee , we do not pay full dividends in respect of any quarterly dividend period on any preference shares that are then issued and outstanding, the Guarantor has agreed to pay to the trustee, in trust, for the benefit of, and for further payment to, the holders of the preference shares an amount equal to such unpaid dividends or unpaid liquidation preference pursuant to the Guarantee . The terms of the Guarantee also provide that to the extent the Guarantor pays any unpaid dividends or liquidation preference, then the Guarantor will be subrogated against the Bank in respect of rights of payment that the holders of the preference shares would have had against the Bank but for the Guarantor's payment. Furthermore, if full dividends payable on the preference shares have not been paid by the Bank for an aggregate of six quarterly dividend periods or more (whether or not consecutive) the Guarantor shall have the right to appoint two persons to the Board of the Bank until such time as full dividends have been paid by the Bank on the preference shares for at least four consecutive quarterly dividend periods.

08/04/2016 (Bank of N.T. Butterfield & Son Ltd)

Following the capital raise on March2, 2010, the terms of the 4,279,601warrants with an exercise price of $7.01 previously issued to the Government of Bermuda in conjunction with the issuance of the preference shares in 2009 were adjusted in accordance with the terms of the Guarantee . Subsequently, the Government of Bermuda now holds 4.32million (2014: 4.30million) warrants with an exercise price of $3.47 (2014: $3.49) with an expiration date of June22,2019.

Following the capital raise on March2, 2010, the terms of the 4,279,601 warrants with an exercise price of $7.01 previously issued to the Government of Bermuda in conjunction with the issuance of the preference shares in 2009 were adjusted in accordance with the terms of the Guarantee . Subsequently, the Government of Bermuda now holds 4.32million (December31, 2015: 4.32million) warrants with an exercise price of $3.47 (December31, 2015: $3.47) with an expiration date of June22, 2019.

The Bank considers the fees collected in connection with the issuance of standby letters of credit and letters of guarantee to be representative of the fair value of its obligation undertaken in issuing the guarantee . In accordance with applicable accounting standards related to guarantee s, the Bank defers fees collected in connection with the issuance of standby letters of credit and letters of guarantee . The fees are then recognised in income proportionately over the life of the credit agreements. The following table presents the outstanding financial guarantee s. Collateral is shown at estimated market value less selling cost. Where the collateral is cash, it is shown gross including accrued income.

The Bank considers the fees collected in connection with the issuance of standby letters of credit and letters of guarantee to be representative of the fair value of its obligation undertaken in issuing the guarantee . In accordance with applicable accounting standards related to guarantee s, the Bank defers fees collected in connection with the issuance of standby letters of credit and letters of guarantee . The fees are then recognised in income proportionately over the life of the credit agreements.

(j) Unpaid Dividends Guarantee . If the Bank does not pay, on any Dividend Payment Date, a full dividend on the Preference Shares in respect of the corresponding Dividend Period during the Term, holders of the Preference Shares shall have the rights and benefits with respect to the Guarantor set forth in Section4.1 of the Guarantee Agreement.

Section2.3 Not Responsible for Recitals or Issuance of Guarantee . The recitals contained in this Guarantee Agreement shall be taken as the statements of the Bank and the Guarantor, and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee Trustee makes no representation as to the validity or sufficiency of this Guarantee Agreement, the Certificate of Designation, the Warrant or the Preference Shares.

Section4.8 Reinstatement of Guarantee . The obligation by the Guarantor to make any Guarantee Payment or to pay all or any portion of the Liquidation Payment Price or the Guarantee End Date Put Price pursuant to Sections 4.1, 4.2 and 4.3 hereof will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to Preference Shares or this Guarantee Agreement.

(c)To the fullest extent permitted under applicable Law and subject to Section‎2‎(f)below, the Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantee d Obligations and notice of or proof of reliance by the Guarantee d Party upon this Limited Guarantee or acceptance of this Limited Guarantee . Without expanding the obligations of the Guarantor hereunder, the Guarantee d Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee , and all dealings between Parent and/or the Guarantor, on the one hand, and the Guarantee d Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee . When pursuing any of its rights and remedies hereunder against the Guarantor, the Guarantee d Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person for the Guarantee d Obligations or any right of offset with respect thereto, and any failure by the Guarantee d Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guarantee d Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guarantee d Party, and to the extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any such pursuit or election, in each case subject to Section2(a).

XML 24 R15.htm IDEA: XBRL DOCUMENT /* Do Not Remove This Comment */ function toggleNextSibling (e) { if (e.nextSibling.style.display=='none') { e.nextSibling.style.display='block'; } else { e.nextSibling.style.display='none'; } } v3.10.0.1 Restricted cash and short term deposits 9 Months Ended Sep. 30, 2018 Supplemental Cash Flow Elements [Abstract] Restricted cash and short term deposits RESTRICTED CASH AND SHORT-TERM DEPOSITSOur restricted cash and short-term deposits balances are as follows:(in thousands of $)September30, 2018December 31, 2017Restricted cash relating to the total return equity swap69,38258,351Restricted cash in relation to the Hilli(1)175,482174,737Restricted cash and short-term deposits held by lessor VIEs188,434130,063Restricted cash relating to the $1.125 billion debt facility22,98633,752Restricted cash relating to office lease818813Bank guarantee 67499Total restricted cash and short-term deposits457,776397,815Less: Amounts included in current restricted cash and short-term deposits(302,456)(222,265)Long-term restricted cash155,320175,550(1) In November 2015, in connection with the issuance of a letter of credit by a financial institution to our project partner involved in the Hilli FLNG project, we were required to provide cash collateral to support the performance guarantee . The following table identifies the balance sheet line-items included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows:(in thousands of $)September30, 2018December 31, 2017September30, 2017December 31, 2016Cash and cash equivalents306,387214,862286,562224,190Restricted cash and short-term deposits (current portion)302,456222,265270,087183,693Restricted cash (non-current portion)155,320175,550182,416232,335764,163612,677739,065640,218 X - DefinitionThe entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.

11/16/2018 (GOLAR LNG LTD)

XML 42 R33.htm IDEA: XBRL DOCUMENT /* Do Not Remove This Comment */ function toggleNextSibling (e) { if (e.nextSibling.style.display=='none') { e.nextSibling.style.display='block'; } else { e.nextSibling.style.display='none'; } } v3.10.0.1 Restricted cash and short term deposits (Tables) 9 Months Ended Sep. 30, 2018 Supplemental Cash Flow Elements [Abstract] Restrictions on Cash and Cash Equivalents Our restricted cash and short-term deposits balances are as follows:(in thousands of $)September30, 2018December 31, 2017Restricted cash relating to the total return equity swap69,38258,351Restricted cash in relation to the Hilli(1)175,482174,737Restricted cash and short-term deposits held by lessor VIEs188,434130,063Restricted cash relating to the $1.125 billion debt facility22,98633,752Restricted cash relating to office lease818813Bank guarantee 67499Total restricted cash and short-term deposits457,776397,815Less: Amounts included in current restricted cash and short-term deposits(302,456)(222,265)Long-term restricted cash155,320175,550(1) In November 2015, in connection with the issuance of a letter of credit by a financial institution to our project partner involved in the Hilli FLNG project, we were required to provide cash collateral to support the performance guarantee . Schedule of Cash Flow, Supplemental Disclosures The following table identifies the balance sheet line-items included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows:(in thousands of $)September30, 2018December 31, 2017September30, 2017December 31, 2016Cash and cash equivalents306,387214,862286,562224,190Restricted cash and short-term deposits (current portion)302,456222,265270,087183,693Restricted cash (non-current portion)155,320175,550182,416232,335764,163612,677739,065640,218 X - DefinitionTabular disclosure of supplemental cash flow information for the periods presented.

3.Enforceability. Except as provided in the immediately following sentence, this letter agreement may be enforced only by Parent at the direction of the Sponsor, and, nothing set forth in this letter agreement shall be construed to confer upon or give to the Partnership, the Partnership GP or any other Person (including Parent’s, Merger Sub’s, the Partnership’s and the Partnership GP’s respective direct and indirect creditors), other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of this letter agreement, or any rights to enforce the Commitment or to cause Parent to enforce the Commitment. Notwithstanding the foregoing, if the Partnership or the Partnership GP is entitled to specific performance in accordance with Section9.8(b) of the Merger Agreement to cause the Commitment to be funded, the Partnership or the Partnership GP may enforce Parent’s right to cause the Commitment to be funded by the Sponsor without the direction of the Sponsor, and in such event and solely to such extent each of the Partnership or the Partnership GP will be deemed an express third-party beneficiary of Parent’s rights under this letter agreement. For the avoidance of doubt, the Partnership or the Partnership GP may pursue enforcement of its rights under both this letter agreement and that certain Limited Guarantee by the Sponsor in favor of the Partnership (the “Limited Guarantee ”), or either of them; provided, that the Partnership or the Partnership GP shall only be entitled to actually enforce its rights under either this letter agreement or the Limited Guarantee . The exercise by Parent, the Partnership or the Partnership GP of any right to enforce this letter agreement does not give rise to any other remedies, monetary or otherwise.

04/24/2019 (American Midstream Partners, LP)

6. Continuing Guarantee . Unless terminated pursuant to the provisions of Section5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guarantee d Obligations (subject to the Maximum Amount), shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guarantee d Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee , the provisions of this Limited Guarantee that are for the benefit of any Non-Recourse Party (including the provisions of Sections3, 5 and 16) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any such Non-Recourse Party. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

06/17/2020 (BITAUTO HOLDINGS LTD)

*** The Enhanced Death Benefit is payable on death of the Covered Life with a Single Life Guarantee . If a Joint Life Guarantee is elected, on death of one Covered Life, the surviving Covered Life can choose to continue the Contract3 and all Riders. The Enhanced Death Benefit will then be payable to the Beneficiary upon the death of the surviving Covered Life.

04/15/2019 (PENN MUTUAL VARIABLE ANNUITY ACCOUNT III)

The Rider can be purchased as a Single or Joint Life Guarantee . Under a Single Life Guarantee , all Rider features and benefits are based on the age and lifetime of the Covered Life, and the Enhanced Death Benefit is payable on death of the Covered Life. Under a Joint Life Guarantee , all Rider features are based on the age of the younger Covered Life. If a Joint Life Guarantee is elected, upon the first death of a Covered Life, the surviving Covered Life, if permitted by federal tax law, can choose to continue the Contract14 and the Rider, and the Enhanced Death Benefit will then be payable to the Beneficiary upon the death of the surviving Covered Life. You must specify both Covered Lives in the Application for a Joint Life Guarantee . A death benefit available at the death of the Owner prior to the later death of the Covered Lives is the Standard Death Benefit if the deceased Owner was sole Annuitant. If the Second Covered Life was also named Joint Annuitant, the death benefit payable on death of the Owner / Annuitant is Contract Value only.

You cannot convert a Single Life Guarantee to a Joint Life Guarantee . You will not be able to add a Covered Life after the Rider Effective Date.

The Rider will terminate upon the death of a sole Covered Life for a Single Life Guarantee , or the later death of both Covered Lives for a Joint Life Guarantee . The Death Benefit, including the Death Benefit Enhancement provided by this Rider, will then be distributed as described below.

The Enhanced Death Benefit is payable upon the death of the Covered Life under the Rider, or the later death of two Covered Lives with a Joint Life Guarantee . The amount payable is the Death Benefit Enhancement, which is the amount (capped at $1,000,000.00) by which the Enhanced Death Benefit Base exceeds the Standard Death Benefit payable under the Contract. The Death Benefit Enhancement amount is determined as of the date our Administrative Office receives proof of death of the Covered Life (both Covered Lives for a Joint Life Guarantee ) such as a death certificate or other official document establishing death, and other documents required to process the payment.

Lifetime Withdrawal Guarantee .The Guarantee d Growth and Income Benefit Rider (also referred to as “Rider” throughout this section) is an optional benefit that provides a Lifetime Withdrawal Guarantee — payments for the lifetime of the Covered Life (with a Single Life Guarantee ), or for the lifetime of the last surviving Covered Life (with a Joint Life Guarantee ). This Rider provides for a guarantee d lifetime withdrawal benefit adjusted for the Guarantee d Growth Increase and market Step-Ups. The Guarantee d Growth Increase provides a simple interest increase22 to the Withdrawal Benefit Base for a period of 10 years, while market Step-Ups lock in the market performance annually (if higher than the Guarantee d Growth Increase). The Withdrawal Benefit Base is accumulated in this way before withdrawals under the Lifetime Withdrawal Guarantee are exercised. The Lifetime Withdrawal Guarantee is then based on this Withdrawal Benefit Base and provides lifetime income at eligible ages. Lifetime income is guarantee d as a percentage of the Withdrawal Benefit Base that varies with age at the time the Lifetime Withdrawal Guarantee is exercised (based on the age of the younger Covered Life). After the start of withdrawals, the Guarantee d Annual Withdrawal Amount will be adjusted for market Step-Ups only ( Guarantee d Growth Increases will stop). Payments will be made for the life of the Covered Life or for the lifetime of the last surviving Covered Life for a Joint Life Guarantee .

Table of Contents Withdrawal Benefit Base. You will most benefit from this Rider if you delay your lifetime withdrawals to allow your Withdrawal Benefit Base to increase with the Guarantee d Growth and/or market Step-Ups. Lifetime income becomes available starting at age 55, and guarantee d withdrawal percentages vary based on the age at which you exercise your Lifetime Withdrawal Guarantee . Withdrawal percentages are based on the age of the younger Covered Life, if you elect the Joint Life Guarantee .

The Rider can be purchased as a Single or Joint Life Guarantee . Under a Single Life Guarantee , all Rider features and benefits are measured using the age and lifetime of the sole Covered Life, who is also the sole Annuitant. Under a Joint Life Guarantee , all Rider features are measured using the age of the younger Covered Life, and all lifetime benefits are payable over the lifetime of the last survivor of the Covered Lives. You must specify both Covered Lives in the Application for a Joint Life Guarantee .

Table of Contents If you have started withdrawals under the Lifetime Withdrawal Guarantee of the Rider, the Joint Life Guarantee cannot be converted to a Single Life Guarantee . The Covered Life can be removed from the Contract by the Contract Owner(s) (provided that all Owner / Annuitant requirements are satisfied), but the charge for the Rider would remain at the Joint Life Guarantee charge, and all features and benefits of the Rider will continue to be based upon the age/lifetime of the original Covered Lives.

The current Rider Charge for a Single Life Guarantee is 1.10% (1.05% for Contracts purchased prior to March15, 2013), and 1.25% for a Joint Life Guarantee . The Maximum Rider Charge is 2.00%. Current and Maximum Rider Charges, as well as the Maximum Charge Increases are summarized in the “Rider Charges” subsection in Section3.2 — “Periodic Charges”.

If you request a withdrawal before the Lifetime Withdrawal Guarantee becomes available to you (based on the age of the younger Covered Life), it will be treated as an Early Access Withdrawal, which can be taken as a one-time distribution or periodically under the Systematic Withdrawal option, and the Contract will remain in the Deferral Phase. If the withdrawals are set up systematically, the Contract will remain in the Deferral Phase until the request is received by the Company with instructions to enter the Withdrawal Phase and to exercise the Lifetime Withdrawal Guarantee . There may be tax implications to taking withdrawals prior to age 59 1/2. See Section14 — “Taxes” for more information.

If you request a withdrawal after the Lifetime Withdrawal Guarantee becomes available to you (based on the age of the younger Covered Life), your Lifetime Withdrawal Guarantee will be exercised, and the Contract will move into the Withdrawal Phase. If you wish to remain in the Deferral Phase, you must specifically request an Early Access Withdrawal, which can be taken as a one-time distribution or systematically. If you request to receive an Early Access Withdrawal systematically, your Contract will remain in the Deferral Phase until you send us a request with instructions to enter the Withdrawal Phase and exercise the Lifetime Withdrawal Guarantee . There may be tax implications to taking withdrawals prior to age 59 1/2. See Section14 — “Taxes” for more details.

Your Lifetime Withdrawal Guarantee provides lifetime withdrawals up to the Guarantee d Annual Withdrawal Amount for the lifetime of the Covered Life or for the lifetime of the last surviving Covered Life for a Joint Life Guarantee . The Guarantee d Annual Withdrawal Amount is adjusted for Guarantee d Growth and Contract Value Step-Ups. The Lifetime Withdrawal Guarantee is only available if the younger Covered Life at the time of the first Lifetime Withdrawal is 55 or older. Termination of the Rider or the Contract will result in termination of payments under this guarantee (please refer to Section9.17 — “Termination of the Guarantee d Growth and Income Benefit Rider” for more details).

The Lifetime Withdrawal Rate is used to determine the amount of your lifetime withdrawals ( Guarantee d Annual Withdrawal Amount). The age at the time the Lifetime Withdrawal Guarantee is first exercised determines the Lifetime Withdrawal Rate. For a Single Life Guarantee , the Lifetime Withdrawal Rate is based on the Actual Age of the Covered Life at the time you exercise the Lifetime Withdrawal Guarantee . For a Joint Life Guarantee , the Lifetime Withdrawal Rate is based on the Actual Age of the younger Covered Life at the time you exercise the Lifetime Withdrawal Guarantee (referred to as “age” or “Actual Age” in the section below).

The Guarantee d Growth and Income Benefit Rider will terminate upon the death of the sole Covered Life for a Single Life Guarantee , or later death of both Covered Lives for a Joint Life Guarantee . The Death Benefit will then be distributed according to the death settlement options available under the terms of the Base Contract.

The Combination Rider can be purchased as a Single or Joint Life Guarantee . Under a Single Life Guarantee , all Rider features and benefits are measured using the age and lifetime of the Covered Life, and the Enhanced Death Benefit is payable on death of the Covered Life. Under a Joint Life Guarantee , all Rider features are measured using the age of the younger Covered Life. If a Joint Life Guarantee is elected, upon the first death of a Covered Life, the surviving Covered Life can choose to continue the Contract25 and the Combination Rider, and the Enhanced Death Benefit will then be payable to the Beneficiary upon the death of the surviving Covered Life. You must specify both Covered Lives in the Application for a Joint Life Guarantee . A death benefit available at the death of the Owner (or Annuitant if the Owner is a non-natural person) prior to the later death of the Covered Lives is Contract Value only.

If you have started withdrawals under one of the Living Benefit Guarantee withdrawal options of the Rider, the Joint Life Guarantee cannot be converted to a Single Life Guarantee . The Covered Life can be removed from the Contract by the Contract Owner(s) (provided that all Owner / Annuitant requirements are satisfied), but the features and benefits provided under a Joint Life Guarantee will still apply.

Table of Contents Withdrawal Phase Inflation Increase Period — Lifetime Withdrawal Guarantee .In the Withdrawal Phase under the Lifetime Withdrawal Guarantee (described in Section11.10 — “Withdrawal Options under the Rider — Lifetime Withdrawal Guarantee under the Living Benefit Guarantee ”), Inflation Increases will be applied to the Withdrawal Benefit Base as long as the Contract Value is greater than zero within the Withdrawal Phase.

The Lifetime Withdrawal Rate is used to determine the amount of the Guarantee d Annual Withdrawal Amount under the Lifetime Withdrawal Guarantee . The Lifetime Withdrawal Rate is the sum of the Age-Based Lifetime Withdrawal Rate (shown in the table below) and the Effective Waiting Bonus (see below) if applicable. For a Single Life Guarantee , the Actual Age of the Covered Life at the time the Lifetime Withdrawal Guarantee is first exercised determines the Age-Based Lifetime Withdrawal Rate. For a Joint Life Guarantee , the Actual Age of the younger Covered Life at the time the Lifetime Withdrawal Guarantee is first exercised determines the Age-Based Lifetime Withdrawal Rate.

The Standard Withdrawal Benefit Balance is used to determine how long the benefit will last under the Standard Withdrawal Guarantee . The Standard Withdrawal Benefit Balance is established at the time you enter the Withdrawal Phase under the Standard Withdrawal Guarantee , and is set equal to the Withdrawal Benefit Base at this time. The Standard Withdrawal Benefit Balance will decrease for withdrawals less than or equal to the Guarantee d Annual Withdrawal Amount by the amount of the Withdrawal up to the Standard Annual Reduction (described below). The Standard Withdrawal Benefit Balance will step-up to the Contract Value at the time of an Automatic Annual Step-Up of the Withdrawal Benefit Base to the Contract Value (if applicable).

The Standard Annual Reduction is the maximum amount by which the Standard Withdrawal Benefit Balance is reduced when a withdrawal up to the Guarantee d Annual Withdrawal Amount is taken. The Standard Annual Reduction is established at the time you enter the Withdrawal Phase under the Standard Withdrawal Guarantee . At this time, the Standard Annual Reduction will be set equal to the Standard Withdrawal Rate multiplied by the Withdrawal Benefit Base and will initially be equal to the Guarantee d Annual Withdrawal Amount. While the Guarantee d Annual Withdrawal Amount may increase thereafter as a result of Inflation Increases, the Standard Annual Reduction will not. The Standard Annual Reduction will be recalculated upon Automatic Annual Step-Up of the Withdrawal Benefit Base to the Contract Value, and may decrease upon an Excess Withdrawal.

• If the Withdrawal Benefit Base is greater than zero and you are eligible for the Living Benefit Guarantee , and the Lifetime Withdrawal Guarantee is available (based on age of the younger Covered Life), the Contract will be annuitized using the Lifetime Withdrawal Guarantee . The Guarantee d Annual Withdrawal Amount will be determined based on the Withdrawal Benefit Base at the time of Annuitization and the then applicable Lifetime Withdrawal Rate (based on age of the younger Covered Life). The Lifetime Withdrawal Rate is based on the Age-Based Lifetime Withdrawal Rate and Waiting Bonus (if applicable) at the time the Contract Value is reduced to zero. Inflation Increases will no longer be credited to the Withdrawal Benefit Base after the Contract Value is reduced to zero in the Deferral Phase.

• If the Contract is in the Deferral Phase as of the Annuity Date, but the Lifetime Withdrawal Guarantee is not available based on the age of the younger Covered Life, the Contract will be annuitized using the Standard Withdrawal Guarantee . The Guarantee d Annual Withdrawal Amount will be determined based on the Withdrawal Benefit Base at the time of Annuitization and the lowest available Standard Withdrawal Rate. This amount will be payable annually until the Standard Withdrawal Benefit Balance is reduced to zero or the lifetime of the last surviving Covered Life, whichever is earlier. After Annuitization, Inflation Increases and Step-Ups will no longer apply.

Single Life Guarantee . A Single Life Guarantee is issued when a sole Covered Life is specified in the Additional Contract Specifications. The Covered Life under the Single Life Guarantee must be the sole Annuitant. The Covered Life must also be a Contract Owner, unless the Contract Owner is an entity. Minimum withdrawals under the Lifetime Withdrawal Guarantee will be made for the lifetime of the Covered Life.

Joint Life Guarantee . A Joint Life Guarantee is issued when two Covered Lives are specified in the Additional Contract Specifications. One Covered Life must be the Annuitant, and the second Covered Life must either be a Joint Annuitant or a Contingent Annuitant. At least one Covered Life must be a Contract Owner, and any non-Owner Covered Life must be the sole primary Beneficiary. If Covered Lives are both Owners, they must be each other’s sole primary Beneficiary. Minimum withdrawals under the Lifetime Withdrawal Guarantee will continue for the lifetime of the last surviving Covered Life. A Joint Life Guarantee may be continued upon Contract Owner’s death only if permitted by federal law.

Replacing a Covered Life under a Joint Life Guarantee . If withdrawals have not started under one of the Living Benefit Guarantee withdrawal options of the Rider, and provided that all Owner / Annuitant designation requirements outlined in the Contract are satisfied, the Covered Life may be replaced by the Contract Owner(s). All features and benefits of the Rider will be based on the younger Covered Life (after replacement), and any Covered Life must also meet issue age requirements at time of designation.

Impact of Divorce. Upon divorce, unless the divorce decree provides otherwise, the Contract Owner(s) has(have) the following options: (1)change the Rider from a Joint Life Guarantee to a Single Life Guarantee (subject to conditions outlined under “Converting a Joint Life Guarantee to a Single Life Guarantee ” above); (2) keep the Joint Life Guarantee , but replace a Covered Life (subject to conditions outlined under “Replacing a Covered Life under a Joint Life Guarantee ” above); or (3)terminate the Rider, thereby eliminating the Living Benefit Guarantee . The Company will attempt to accommodate any other arrangements provided in a divorce decree. Any change or transfer of ownership as a result of divorce is subject to the change in ownership provisions of the Contract.

Living Benefit Guarantee . This Rider provides the Contract Owner(s) with guarantee d minimum withdrawals under the Living Benefit Guarantee withdrawal options. It allows the Contract Owner(s) to receive Guarantee d Annual Withdrawal Amounts based on the Withdrawal Benefit Base as described below. Under the Rider, the Contract will have two distinct phases. The period prior to the exercise of the first withdrawal taken under the Living Benefit Guarantee is called the Deferral Phase. The period during which withdrawals are taken under the Living Benefit Guarantee is called the Withdrawal Phase.

Withdrawal requested before Living Benefit Guarantee becomes available. If a withdrawal is requested before the Living Benefit Guarantee becomes available, it will be treated as a Deferral Phase Withdrawal, which can be taken as a one-time distribution or on a periodic basis under the “Systematic Withdrawals” provision. If Deferral Phase Withdrawals are set up systematically, the Contract will remain in the Deferral Phase until the request is received by the Company with instructions to enter the Withdrawal Phase and exercise the Living Benefit Guarantee . There may be tax implications to taking withdrawals prior to age 59 1⁄2.

Standard Withdrawal Guarantee . Under the Standard Withdrawal Guarantee , the Company guarantee s withdrawals up to the Guarantee d Annual Withdrawal Amount (based on the Withdrawal Benefit Base) until the Standard Withdrawal Benefit Balance is reduced to zero, or for the lifetime of the last surviving Covered Life (whichever ends earlier).

Lifetime Withdrawal Guarantee . Under the Lifetime Withdrawal Guarantee , the Company guarantee s withdrawals up to the Guarantee d Annual Withdrawal Amount (based on the Withdrawal Benefit Base) for the lifetime of the last surviving Covered Life.

Single Life Guarantee . A Single Life Guarantee is issued when a sole Covered Life is specified in the Additional Contract Specifications. The Covered Life under the Single Life Guarantee must be the sole Annuitant. The Covered Life must also be a Contract Owner, unless the Contract Owner is an entity. Minimum withdrawals under the Lifetime Withdrawal Guarantee will be made for the lifetime of the Covered Life. Any Death Benefit Enhancement under the Rider is payable on death of the Covered Life.

The Bank will not be required to proceed against or enforce any other rights or Security or claim payment from any person before claiming from the Guarantor under this Guarantee . This applies irrespective of any law or provision of a Finance Document to the contrary.

11/05/2020 (PLURISTEM THERAPEUTICS INC)

The amount paid will be the greater of (i) the calculated Fixed Account value after application of the MVA and (ii) the Floor Guarantee . Consequently, in this example the amount paid as a result of the full Withdrawal request is the Floor Guarantee amount of $339,330. The Floor Guarantee limits the amount of the MVA actually assessed, which is effectively -3.05% (the “Effective MVA”) instead of the normal -10%.

02/02/2018 (VOYA INSURANCE & ANNUITY Co)

The Effective MVA may limit the MVA calculated under the Contract to ensure that upon full Withdrawal the net proceeds do not fall below the Floor Guarantee . The Effective MVA is calculated as follows [Floor Guarantee ÷ Fixed Account value]-1. Therefore, in this example the Effective MVA calculation is [$339,330 ÷ $350,000] – 1 = -3.05%.

Because the Floor Guarantee ($339,330) exceeds the Fixed Account value after application of the negative MVA, but does not exceed the total Fixed Account value immediately prior to the Withdrawal, the Fixed Account value ($350,000) is adjusted to equal the amount of the Floor Guarantee . In this example, the Fixed Account value is reduced by -3.05%, which is the Effective MVA actually assessed instead of the normal ‑10%.

Following the conclusion of this meeting and on June 13, 2020, Wilson Sonsini and Fenwick exchanged comments on the drafts of the form of the equity commitment letter and form of the limited guarantee . Fangda also exchanged comments with Hankun on representations and warranties of the Company relating to its PRC operations.

07/06/2020 (58.com Inc.)

11.Termination. This letter agreement and the obligation of each Warburg Entity to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a)the valid termination of the Merger Agreement in accordance with its terms,(b)the Closing, at which time such obligation will be discharged but subject to performance of such obligation, (c)the Company or any of its Affiliates directly or indirectly (i)asserting a claim or initiate a proceeding against the Parent, the Merger Sub, any Warburg Entity, any Non-Recourse Party (as defined in the Limited Guarantee ) in connection with or relating to this letter agreement, the Merger Agreement, the Limited Guarantee , or any of the transactions contemplated under the Merger Agreement (other than a claim seeking an order of specific performance of such Warburg Entity’s obligation to make the Equity Commitment in the circumstances provided for in Section4(a), or seeking payment pursuant to the terms of a Limited Guarantee , or seeking specific performance pursuant to the Merger Agreement), or (ii)asserting that the Cap on Sponsor’s aggregate liabilities hereunder (or, with respect to any Warburg Entity, asserting that the limitation of such Warburg Entity’s aggregate liabilities hereunder up to its Pro Rata Percentage of the Cap) or the Cap (as defined in each Other Sponsor Equity Commitment Letter) on any Other Sponsor’s liabilities is illegal, invalid or unenforceable in whole or in part, and (d)any event which, by the terms of the Limited Guarantee , is an event which terminates the Sponsor’s liabilities under the Limited Guarantee . Upon termination of this letter agreement, all rights and obligations of the Sponsor hereunder with respect to the Equity Commitment shall terminate, and no Warburg Entity shall have any further liabilities hereunder. Notwithstanding anything to the contrary in this letter agreement, the provisions set forth in this letter agreement that are for the benefit of any Non-Recourse Party (as defined in the Limited Guarantee ) shall indefinitely survive any termination of this letter agreement.

2.Nature of Guarantee . The Guarantee d Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantee d Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. In the event that any payment to the Guarantee d Party hereunder in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than as set forth in the last sentence of Section8 hereof), the Guarantor shall remain liable hereunder with respect to the Guarantee d Percentage of such Obligations, subject to the terms and conditions hereof (including the Cap), as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guarantee d Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder. Notwithstanding anything herein to the contrary, the Guarantor shall have the right to assert, and shall have the benefit of, any defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or as otherwise expressly provided in Section3(a)hereof, other than defenses arising from bankruptcy, reorganization or similar proceeding of Parent or Merger Sub.

3.Limited Guarantee . Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company an amended and restated limited guarantee (the “Limited Guarantee ”) guarantee ing the Guarantee d Percentage (as defined in the Limited Guarantee ) of the Obligations (as defined in the Limited Guarantee ). Other than with respect to the Retained Claims (as such term is defined under the Limited Guarantee ) and subject to Section4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee ) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its Affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee ) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Merger Agreement and the Transactions, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.

03/14/2019 (eHi Car Services Ltd)

(d)The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee . When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated. The word “including” and words of similar import when used in this Limited Guarantee will mean “including, without limitation,” unless otherwise specified.

(c)Each of the IIA Parties agrees and confirms that each Terminated Equity Commitment Letter and each Terminated Limited Guarantee is hereby irrevocably terminated and is of no further force and effect, including any provision of such Terminated Equity Commitment Letter or Terminated Limited Guarantee that by its terms would otherwise have survived the termination or expiration of such Terminated Equity Commitment Letter or Terminated Limited Guarantee . From and after the date hereof, neither the Baring Sponsors nor Redstone shall have any further obligations or liabilities under their respective Terminated Equity Commitment Letters and Terminated Limited Guarantee s.

SECTION 5.9 Guarantee . The Lender shall have received executed counterparts of the Guarantee , dated as of the date hereof, duly executed and delivered by each Subsidiary.

11/09/2017 (Natera, Inc.)

SECTION 5.13. Counterparts. This Guarantee may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. This Guarantee shall become effective when counterparts hereof executed on behalf of each Guarantor shall have been received by the Lender. Delivery of an executed counterpart of a signature page to this Guarantee by email (e.g. “pdf” or “tiff”) or telecopy shall be effective as delivery of a manually executed counterpart of this Guarantee . The words “execution,” “signed,” “signature,” and words of like import in this Guarantee shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 3. Full Force of Guarantee . Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect in accordance with its terms.

9. NATURE OF GUARANTEE . The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. The Guarantee d Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantee d Party to so file shall not affect the Guarantor’s obligation hereunder. In the event that any payment to the Guarantee d Party in respect of any of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guarantee d Percentage of such Obligations, subject to the terms and conditions hereof, as if such payment had not been made. This Limited Guarantee is a primary and original obligation of the Guarantor and an unconditional and continuing guarantee of payment and is not of collection or merely the creation of a surety relationship, and the Guarantee d Party shall not be required to initiate any legal proceedings against Parent or Merger Sub before proceeding against the Guarantor hereunder.

02/04/2021 (Ruhnn Holding Ltd)

This charge is the maximum charge we guarantee . We may charge less than the maximum charge, and the charge may vary by Class. Note that Classincludes the Policy form to which this Rider is attached.

05/09/2019 (PACIFIC SELECT EXEC SEPARATE ACCT PACIFIC LIFE INS)

Each such charge is described below and may vary by Class. Note that Classincludes the Policy form to which this Rider is attached. The charges described here are maximum charges we guarantee . We may charge less than these maximum charges as described in Changes to Rider Charges, below.

The Limited Guarantee .Simultaneously with the execution of the Merger Agreement, the Equity Investors provided Smart& Final with a limited guarantee (the "Limited Guarantee ") pursuant to which each Equity Investor, severally and not jointly, guarantee s the payment and performance of Parent's obligations to Smart& Final with respect to the payment of the Parent Termination Fee, the Enforcement Expenses, certain reimbursement and indemnification obligations related to financing cooperation and damages resulting from fraud or willful breach of the Merger Agreement to the extent such damages survive termination of the Merger Agreement, in each case, subject to a maximum aggregate obligation of $32.5million and the other terms and conditions of the Limited Guarantee .

05/14/2019 (Smart & Final Stores, Inc.)

12. Governing Law; Jurisdiction; Venue. This Limited Guarantee shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding arising out of or relating to this Limited Guarantee , each of the Parties: irrevocably and unconditionally (a)consents and submits to the exclusive jurisdiction and venue of the Chosen Courts; (b)irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in accordance with Section9.9 of the Merger Agreement; and (c)agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties irrevocably waives any and all right to trial by jury in any Legal Proceeding between the Parties (whether based on contract, tort or otherwise), including any counterclaim, arising out of or relating to this Limited Guarantee or the actions of any Party in the negotiation, administration, performance and enforcement of this Limited Guarantee . Each Party: (i)makes this waiver voluntarily; and (ii)acknowledges that such Party has been induced to enter into this Limited Guarantee by, among other things, the mutual waivers contained in this Section12.

8. CONTINUING GUARANTEE . (a) Subject to the last sentence of Section3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i)all of the Obligations (subject to the Cap) payable under this Limited Guarantee having been paid in full by the Guarantor, (ii)the Effective Time, (iii)the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guarantee d Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section8.06(b) of the Merger Agreement and (iv)ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section8.06(b) of the Merger Agreement if the Guarantee d Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guarantee d Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section8.

04/09/2018 (eHi Car Services Ltd)

(b)This Guarantee is a guarantee of payment and performance and not of collection. The Creditor shall not be obligated to (i) enforce or exhaust its remedies against the Corporation or any other Person or under the Convertible Debenture or any other document, (ii) realize on any security, collateral, or other guarantee s that it may hold at any time in connection with the Guarantee d Obligations or (iii)take any other action before proceeding to enforce this Guarantee . The liability of the Guarantor to make payment under this Guarantee shall arise immediately upon delivery to it of a written demand for payment hereunder.

04/18/2019 (Rise Gold Corp.)

(c)No waiver by a party will affect the exercise of any other rights or remedies by that party under this Guarantee . Any failure or delay by a party in exercising any right or remedy will not constitute, or be deemed to constitute, a waiver by that party of that right or remedy. No single or partial exercise by a party of any right or remedy will preclude any other or further exercise by that party of any right or remedy.

The Creditor possesses and will possess information relating to the Corporation that is and may be material to this Guarantee . The Creditor has no obligation to disclose to the Guarantor any information that it may now or later possess concerning the Corporation.

6.No Recourse. Neither of the Guarantors shall have any obligations under or in connection with this Limited Guarantee except as provided by this Limited Guarantee . No liability shall attach to, and no recourse shall be had by the Guarantee d Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including without limitation by attempting to pierce a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the Guarantors, Merger Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the foregoing, excluding however the Guarantors, Parent and Merger Sub (collectively, the “Non-Recourse Parties”) in any way under or in connection with this Limited Guarantee , the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guarantee or the Merger Agreement or the transactions contemplated hereby or thereby, except for claims (i) against any Guarantor and his or her successors and assigns under this Limited Guarantee pursuant to the terms hereof, and (ii) for the avoidance of doubt, against Parent and Merger Sub and their respective successors and assigns under the Merger Agreement pursuant to the terms thereof.

05/31/2016 (E-COMMERCE CHINA DANGDANG INC.)

2. NATURE OF GUARANTEE . The Guarantee d Party shall not be obligated to file any claim relating to the Guarantee d Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantee d Party to so file shall not affect each Guarantor’s obligations hereunder. In the event that any payment to the Guarantee d Party in respect of any Guarantee d Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantors shall remain liable hereunder with respect to such Guarantee d Obligations as if such payment had not been made (subject to such Guarantor’s respective Pro Rata Maximum Amount, to the extent applicable). This Limited Guarantee is an unconditional guarantee of payment and not of collectability, and the Guarantee d Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantors hereunder or to pursue any other remedy in the Guarantee d Party’s power whatsoever. Subject to the terms hereof, each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Each Guarantor reserves the right to assert as a defense to such payment by the Guarantors under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Guarantee d Obligations under the Merger Agreement, other than defenses arising from bankruptcy or insolvency or Parent or Merger Sub and other defenses expressly waived herein.

10/02/2020 (Newater Technology, Inc.)

9. CONTINUING GUARANTEE .This Limited Guarantee shall remain in full force and effect and shall be binding on each Guarantor, his or her successors and assigns until all of the Guarantee d Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guarantee shall terminate and each Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of: (i) the Effective Time, if the Closing occurs, (ii) the payment in full of the Guarantee d Obligations; and (iii) the date falling six (6) months from the date of the termination of the Merger Agreement in accordance with its terms if the Guarantee d Party has not presented a bona fide written claim for payment of any Guarantee d Obligation to any Guarantor by such date; provided that if the Guarantee d Party has presented such a bona fide written claim by such date, this Limited Guarantee shall terminate upon the date that such claim is finally resolved and payment in full of any amounts required to be paid in respect of such final resolution. If any payment or payments made by Parent or Merger Sub, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guarantee d Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

10. NO RECOURSE.Each Guarantor shall have no obligations under or in connection with this Limited Guarantee except as expressly provided by this Limited Guarantee . No liability shall attach to, and no recourse shall be had by the Guarantee d Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including, without limitation, by attempting to pierce a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling Person, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of Guarantor, Merger Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the foregoing, excluding however the Guarantors, Parent, Merger Sub, Rollover Shareholders and their respective successors and assigns (each, a “Non-Recourse Party”, and collectively, the “Non-Recourse Parties”) in any way under or in connection with this Limited Guarantee , the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guarantee or the Merger Agreement or the transactions contemplated hereby or thereby, except for claims (i) against the Guarantors and their respective successors and assignees under and to the extent provided in this Limited Guarantee , the Share Subscription Agreement, and the Rollover Agreement, in each case, pursuant to the terms thereof, (ii) against Parent or Merger Sub under and to the extent provided in the Merger Agreement, and (iii) against Parent and the Rollover Shareholders under and to the extent provided in the Voting Agreement and the Rollover Agreement (theclaims described in clauses(i) through(iii), collectively, the “Retained Claims”).

On February3, 2020, Advent provided a revised proposal to acquire Forescout for $32.00 per Share in cash. This proposal was accompanied by a revised draft of the Original Merger Agreement and the accompanying drafts of the equity commitment letter and limited guarantee . We refer to such original equity commitment letter and limited guarantee as the “Original Equity Commitment Letter” and the “Original Limited Guarantee ,” respectively. Among other things, Advent’s proposed revisions to the draft of the Original Merger Agreement included the removal of the “go-shop” provision but accepted Forescout’s proposal related to the amount of the termination fee payable by Forescout in order to accept a superior acquisition proposal from a third party after entry into the Original Merger Agreement with Advent.

07/20/2020 (FORESCOUT TECHNOLOGIES, INC)

Merger Sub or any other Person of any right of set-off or offset, will not relieve such Guarantor of any liability under this Guarantee (subject to such Guarantor’s Cap), and will not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Company. Notwithstanding any other provision of this Guarantee , the Merger Agreement or otherwise to the contrary, the Company covenants and agrees that each Guarantor may assert, as a defense to payment or performance by such Guarantor under this Guarantee , or as an affirmative claim against the Company or any of the Company Related Parties, any rights, remedies, set-offs and defenses that Parent or Merger Sub could assert pursuant to the terms of the Merger Agreement or pursuant to any applicable Law in connection with the Merger Agreement (other than any such rights, remedies, set-offs and defenses arising out of, due to, or as a result of the insolvency or bankruptcy of Parent or Merger Sub). To the extent that either of Parent or Merger Sub is relieved of any of its obligations and liabilities under the Merger Agreement, including its obligations to pay the Parent Termination Fee (other than due to, in connection with or as a result of the insolvency or bankruptcy of Parent or Merger Sub), the Guarantors shall be similarly relieved of the Parent Fee Obligations under this Guarantee . Notwithstanding anything to the contrary in this Guarantee or otherwise, any payment made by or on behalf of Parent or Merger Sub to the Company with respect to any Guarantee d Obligation shall reduce the total obligations of the Guarantors under this Guarantee accordingly on a pro rata basis, based on the percentages set forth on Schedule A hereto.

(f) No Obligation. The Company will not be obligated to file any claim relating to any of the Guarantee d Obligations if Parent or Merger Sub becomes subject to an insolvency, bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file will not affect any Guarantor’s obligations under this Guarantee . If any payment to the Company in respect of any of the Guarantee d Obligations is rescinded or must otherwise be returned for any reason whatsoever, each Guarantor will remain fully liable under this Guarantee , subject to the terms hereof, with respect to the Guarantee d Obligations (subject to such Guarantor’s Cap) as if such payment had not been made. If the Company is prevented pursuant to applicable Law or otherwise from demanding or accelerating payment of any of the Guarantee d Obligations from Parent or Merger Sub by reason of any automatic stay or otherwise, the Company will be entitled to receive from each Guarantor, upon demand therefor, the sums that otherwise would have been due hereunder, in each case subject to such Guarantor’s Cap, had such demand or acceleration occurred.

7. Entire Agreement; Third Party Beneficiaries. This Guarantee , collectively with the Merger Agreement and the Equity Commitment Letter, constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Parent, Merger Sub and the Guarantors or any of their Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, including, but not limited to, the Original Guarantee . This Guarantee is not intended to and will not confer upon any Person any rights or remedies under this Guarantee , other than the Parties and the Non-Recourse Parties, as provided in Section4 (which are third party beneficiaries of Section4). The rights of the Non-Recourse Parties set forth in Section4 of this Guarantee may be enforced by the Non-Recourse Parties without a requirement that such enforcement be at the direction of any Guarantor.

TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE . EACH PARTY ACKNOWLEDGES AND AGREES THAT (a)NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (b)IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c)IT MAKES THIS WAIVER VOLUNTARILY; AND (d)IT HAS BEEN INDUCED TO ENTER INTO THIS GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION14.

(a) References to this Guarantee . Unless the context of this Guarantee otherwise requires, when a reference is made in this Guarantee to a Section, that reference is to a Section of this Guarantee .

(m) Joint Drafting. The Parties agree that they have been represented by legal counsel during the negotiation and execution of this Guarantee . Accordingly, they waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

(2) If Party A requires Party B to provide full amount of guarantee (including but not limited to third party guarantee , property mortgage and pledge provided by Party B or any third party) before Party A extends the loan to Party B, Party B shall provide guarantee in line with Party A’s requirements and ensure the continuous validity of the guarantee . Both parties shall sign corresponding guarantee contracts and complete guarantee procedures, or otherwise Party A shall have the right to refuse to extend the loan.

09/26/2019 (ECMOHO Ltd)

(2) If Party A requires Party B to provide full amount of guarantee (including but not limited to third party guarantee , property mortgage and pledge provided by Party B or any third party) before Party A accepts the commercial draft issued by Party B, Party B shall provide guarantee in line with Party A’s requirements and ensure the continuous validity of the guarantee . Both parties shall sign corresponding guarantee contracts and complete guarantee procedures, or otherwise Party A shall have the right to refuse to accept the commercial draft issued by Party B.

In order to ensure the fulfillment of the contract between Party A and Shanghai Tonggou Information Technology Co., Ltd. (hereinafter referred to as the debtor), Party B is willing to provide Party A with the maximum joint and several liability guarantee . Party A and Party B, intending to be legally bound, hereby agree to enter into this Contract upon consensus through negotiation.

The Guarantor confirms that the address listed herein or otherwise kept in in the Bank for the purpose of the communication, or the address of the Guarantor or its service agent (if applicable) shall be the address of receiving the notice or document (including documents sent by a court or arbitration institution or in connection with a lawsuit or arbitration) hereunder or related to the Letter of Guarantee . For the Guarantor, any notice or document sent to, retained in or returned from the above-mentioned designated address, or the domicile or place of residence of the Guarantor will be deemed to have been served on the Guarantor.

7. The pledge hereunder is a guarantee other than any other warranty, mortgage, pledge or guarantee (no matter whether provided by the debtor of the guarantee d obligations) held by the Bank, and is not restricted or affected by such other warranty, mortgage, pledge or guarantee . No matter whether such other warranty, mortgage, pledge or guarantee exists or is waived or changed, our guarantee responsibilities hereunder will not be changed or be exempted from and the pledge hereunder will be still enforceable. The Bank may execute the pledge hereunder, or any other warranty or guarantee (no matter whether provided by the debtor of the guarantee d obligations), exercise any rights or require us or any other person to make a payment.

If Party B requests A to open an independent guarantee letter to the beneficiary, Party A has the right to independently review the claim documents based on the letter of guarantee . Whether the claim documents submitted by the beneficiary meet the requirements of the letter of guarantee shall be subject to the opinions of Party A. Party A is entitled to accept or reject the discrepancies in the claim form of the letter of guarantee . Where Party A believes that the documents submitted by the beneficiary meet the requirements of the Letter of Guarantee (including the case where Party A accepts the discrepancies in the claim documents), it has the right to directly deduct Party B’s account funds or advances for external compensation without prior notice to Party B or Party B’s consent.

8.2 Party A has the right not to accept Party B’s application for modification/cancellation of Letter of Guarantee . Party B has known that the modification and cancellation of the Letter of Guarantee must be confirmed by the beneficiary in writing to be executed.

8.3 Party B may affix Party B’s reserved seal to the application for modification/cancellation of the Letter of Guarantee . Party A and Party B unanimously approve the validity of the seal.

1.8 In respect of the business of the Letter of Guarantee /customs tax payment guarantee /ticket guarantee paid by the applicant for application for use of credit granting, the transfer of the interest or interest of the relevant guarantee letter does not affect the warranty obligation of the Guarantor under this guarantee . The Guarantor promises not to raise any defense on this ground.

In the case of a mortgage, pledge guarantee or other Guarantor at the same time, the Bank shall be entitled to claim the security right separately, successively or simultaneously to the mortgagor/pledgor or Guarantor (including the Guarantor); the Bank’s waiver, change or release of the mortgage or pledge guarantee , or the change or release of the other Guarantor’s guarantee responsibility, or the delay of claiming the right to the mortgagor/pledgor or other Guarantor shall not affect the Guarantor’s guaranty liability under the Letter of Guarantee . The Guarantor is still obliged to bears joint and several liability for all credited debts owed by the Applicant to the Bank according to the Letter of Guarantee .

6.10 The Guarantor fails to settle the guarantee d debts in accordance with the provisions of this Letter of Guarantee . The Bank has the right to freeze/deduct any funds of the accounts opened by the Guarantor opened at China Merchants Bank or entrust other financial institutions to freeze/deduct the funds of the accounts opened by the Guarantor in the institution (if the guarantee d debt is not RMB, the Bank has the right to purchase the exchange directly from the Guarantor’s RMB account according to the exchange rate announced by the Bank at the time of deduction), until all debts owed by the Applicant to the Bank under the Credit Agreement are paid off. The Bank is entitled to seek recourse for the shortfall from the Guarantor.

(c)The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee . When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated. The word “including” and words of similar import when used in this Limited Guarantee shall mean “including, without limitation,” unless otherwise specified.

11/23/2020 (China Biologic Products Holdings, Inc.)

2.50%** * The current annual charge for the Guarantee d Growth and Income Benefit VI Rider is 1.25% for a Single Life Guarantee and 1.40% for a Joint Life Guarantee . The annual charge for the Guarantee d Growth and Income Benefit II, III, IV, and V Rider is 1.10% for a Single Life Guarantee and 1.25% for a Joint Life Guarantee . The annual charge is 1.05% for Guarantee d Growth and Income Benefit Rider Contracts purchased prior to March15, 2013. The Rider charge may not be increased beyond the maximum of 2.00%. The charge is expressed as an annual percentage; it will be assessed on the Withdrawal Benefit Base and will be deducted from the Contract Value on a quarterly basis.

11/02/2020 (PENN MUTUAL VARIABLE ANNUITY ACCOUNT III)

2. Nature of Limited Guarantee . The Guarantee d Party shall not be obligated to file any claim relating to the Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantee d Party to so file shall not affect the Guarantor’s obligation hereunder. In the event that any payment to the Guarantee d Party in respect of any Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligation (subject to the terms and conditions hereof) as if such payment had not been made. This Limited Guarantee is an unconditional and continuing guarantee of payment and not of collection. Notwithstanding any other provision of this Limited Guarantee , the Guarantee d Party hereby agrees that the Guarantor may assert, as a defense to any payment or performance by the Guarantor under this Limited Guarantee , any defense to such payment or performance that the Parent Parties may have under the terms of the Merger Agreement, other than defenses arising exclusively from the bankruptcy or insolvency of any Parent Party.

04/09/2020 (ASTA FUNDING INC)

the benefit of any of the foregoing, may recover any amount whatsoever under the Limited Guarantee . Notwithstanding anything that may be expressed or implied in this letter agreement, the Merger Agreement, the Debt Financing Commitments, any other Transaction Document, the Limited Guarantee or any other document or instrument delivered in connection herewith or therewith or in connection with the transactions contemplated hereby or thereby (including the termination or abandonment thereof) or otherwise, for the avoidance of doubt, in no event shall any Equity Investor have any obligation to make any payment or contribution hereunder at any time if the Closing does not occur.

07/14/2016 (Diamond Resorts International, Inc.)

2.Nature of Guarantee . Subject to the terms hereof, the Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the foregoing, the Guarantee d Party shall not be obligated to file any claim relating to the Guarantee d Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantee d Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment hereunder is rescinded or must otherwise be, and is, returned to the Guarantors for any reason whatsoever, the Guarantors shall remain liable hereunder with respect to the Guarantee d Obligations (subject to the Cap) as if such payment had not been made. This Limited Guarantee is a guarantee of payment and not of collection. Notwithstanding anything herein to the contrary, the Guarantors shall have the right to assert, and shall have the benefit of, any defenses to the payment of the Guarantee d Obligations that are available to Parent or Merger Sub under the Merger Agreement or as otherwise expressly provided in Section 3 hereof.

12/02/2020 (China Distance Education Holdings LTD)

3. Limited Guarantee . Concurrently with the execution and delivery of this Agreement, Mr. Zhengdong Zhu and Ms. Baohong Yin are executing and delivering to the Company a limited guarantee related to certain of Parent’s and Merger Sub’s obligations under the Merger Agreement (the “Limited Guarantee ”). The parties hereto hereby agree and acknowledge that the Company’s Specific Performance Rights (as defined below) pursuant to clause ‎(ii) of the first sentence of Section ‎5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement and the Company’s right to assert any other Retained Claim (as defined in the Limited Guarantee ) against the Non-Recourse Party(ies) (as defined in the Limited Guarantee ) against which such Retained Claim may be asserted as set forth in Section ‎8 of the Limited Guarantee , shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsors or any other Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby or the negotiation thereof, including in the event that Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsors’ breach of their obligations under this Agreement.

2. NATURE OF GUARANTEE . The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the foregoing, the Guarantee d Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantee d Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guarantee d Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guarantee d Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

09/29/2020 (SINA CORP)

3. Limitation of Guarantee . Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount that can be guarantee d by such Guarantor under the Bankruptcy Code or any applicable laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors.

04/02/2018 (BrightView Holdings, Inc.)

(b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Credit Documents) in the identity of the persons from time to time comprising the Secured Parties gives rise to an equivalent change in the Secured Parties, without any further act. Upon such an occurrence, the persons then comprising the Secured Parties are vested with the rights, remedies and discretions and assume the obligations of the Secured Parties under this Guarantee . Each party to this Guarantee irrevocably authorizes the Collateral Agent to give effect to the change in Lenders contemplated in this Section12(b) by countersigning an Assignment and Acceptance.

12.11 Agents Under Security Documents and Guarantee . Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security Documents. Subject to Section13.1, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (a)release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof) under any Credit Document (i)upon the Final Maturity Date and the payment in full of all Obligations (except for contingent indemnification obligations in respect of which a claim has not yet been made), (ii) that is sold or to be sold or transferred as part of or in connection with any sale or other transfer permitted hereunder or under any other Credit Document to a Person that is not a Credit Party or in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii)if the property subject to such Lien is owned by a Credit Party, upon the release of such Credit Party from its Guarantee otherwise in accordance with the Credit Documents, (iv)as to the extent provided in the Security Documents or (v)if approved, authorized or ratified in writing in accordance with Section13.1; (b) release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder; (c)subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Credit Document to the holder of any Lien permitted under clauses (v), (vi) (solely with respect to Section10.1(d)), (vii), and (ix)of the definition of Permitted Lien; or (d)enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including the Intercreditor Agreement.

4. Sponsor Guarantee . Concurrently with the execution and delivery of this commitment letter, Sponsor is executing and delivering to the Company a Sponsor Guarantee (the “Sponsor Guarantee ”).

07/25/2016 (SKULLCANDY, INC.)

(a) The Guarantor agrees that the Company may, at any time and from time to time, without notice to or further consent of the Guarantor, make any agreement with Parent or Acquisition Sub for the extension, renewal, payment, compromise, discharge, or release of any portion of the Equity Commitment, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Acquisition Sub without in any way impairing or affecting this Guarantee . The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i)the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Acquisition Sub with respect to payment of the Equity Commitment; (ii)any agreement with Parent or Acquisition Sub with respect to (A)any change in the time, place or manner of payment of any portion of the Equity Commitment, (B)any rescission, waiver, compromise, consolidation, or other amendment or modification of any of the terms or provisions of the Merger Agreement or (C)any other agreement evidencing, securing, or otherwise executed in connection with any portion of the Equity Commitment; (iii)any change in the corporate existence, structure or ownership of Parent or Acquisition Sub; (v)any insolvency, bankruptcy, reorganization, or other similar proceeding affecting Parent or Acquisition Sub; (vi)the existence of any claim, set off or other right that the Guarantor may have at any time against Parent or Acquisition Sub, whether in connection with the Equity Commitment or otherwise; or (vii)the adequacy of any other means the Company may have of obtaining payment of any portion of the Equity Commitment.

(b) To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law that would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Equity Commitment, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Equity Commitment payment obligation incurred and any and all other notices of any kind (except for notices required to be provided to Parent and Acquisition Sub under the Merger Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium law, or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or Acquisition Sub with respect to the Equity Commitment, and all suretyship defenses generally (whether at law or in equity), other than breach by the Company of this Guarantee . The Guarantor acknowledges that, as an Affiliate of Parent and Acquisition Sub, it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits and after the advice of counsel.

All obligations, liabilities and indebtedness among the Borrower and the Guarantors of any nature whatsoever and all security therefor (the Intercorporate Indebtedness) are hereby assigned and transferred to the Agent as continuing and collateral security for the Guarantors’ obligations under this Guarantee .Until notice by the Agent that the Guarantee d Obligations are due and payable, the Guarantors may receive payments in respect of the Intercorporate Indebtedness in accordance with its terms.The Guarantors shall not assign all or any part of the Intercorporate Indebtedness to any Person other than the Agent or the Lender.

03/02/2020 (Tilray, Inc.)

Cut contract prep time in half for free

Build document automations that allow you, your staff, and your clients to auto-populate contract templates.

“ I've found it very easy to use. It allows me to work quickly, get something straight from my head and out into the public.”

Partner, Siskind Susser PC

2500 Executive Parkway Suite 300 Lehi, Utah 84043 (866) 638-3627

Level 11, 1 Margaret Street Sydney NSW 2000 Australia +61 2 8310 4319

8th Floor South Reading Bridge House George Street Reading RG1 8LS +44 20 3129 9324

Latin America

Mexico +52 55 5985 3005

Brazil +55 21 4040 4623

• How to Successfully Switch Your DMS
• DocuSign + NetDocuments
• How Ice Miller Adopted the Cloud Completely Remote
• Case Studies
• Resource Library
• Partner Integrations
• App Directory
• Locate a Partner
• Partner Portal
• Become a Partner

© NetDocuments Software, Inc.

• Terms of Use
• Privacy policy
• Cookie policy
• Privacy policy for california residents

• Search Search Please fill out this field.
• Why Bank Guarantees Are Important
• What Is a Financial Bank Guarantee?
• Bank Guarantee FAQs
• Bottom Line

Why Use Bank Guarantees in Long-Term Project Contracts?

Thomas J Catalano is a CFP and Registered Investment Adviser with the state of South Carolina, where he launched his own financial advisory firm in 2018. Thomas' experience gives him expertise in a variety of areas including investments, retirement, insurance, and financial planning.

When it comes to managing the risk and safety of long-term projects, a  bank guarantee promises that if the company carrying out the project defaults on any of its loans, the bank will cover the costs or losses. This guarantee work clause increases the confidence of the vendors who need to give large amounts of their products or services, usually on credit, to complete their part of the project.

Key Takeaways

• In a long-term project, vendors usually have to make a significant outlay of either materials or money (usually on credit) before getting paid for the completion of a project.
• Bank guarantees are extended by banks in long-term projects to provide vendors with comfort if the project management company defaults or closes operations before the vendor is paid.
• A bank guarantee is a promissory provision on a loan indicating that if the borrower of the loan defaults on repayment, the bank will cover the amount of default.
• Bank guarantees make it possible for a project to move to the next stage, allowing multiple companies to work together to complete a large-scale project.

The Importance of Bank Guarantees

A bank guarantee is essentially a promissory provision on a loan  indicating that if the borrower of the loan defaults on repayment, the bank will cover the amount of default. This is a crucial provision to convince multiple companies to work together to complete a long-term project.

This guarantee work clause can be essential for allowing a project or venture to move to the next stage. With the backing of the bank, all parties are covered in the worst-case scenario, if payments do not come through.

Financial Bank Guarantee

There are a variety of bank guarantees that can be taken out for various circumstances. The bank guarantee that makes the most sense for vendors for long-term projects is a financial bank guarantee.

A financial bank guarantee ensures that the vendor will be paid if the company managing the project that hired the vendor is not able to do so. In this scenario, the bank will cover the financial burden. Exactly what is covered in the guarantee will depend on what is agreed upon by the vendor and the project management company.

The amount of the bank guarantee can be included in the bid that a vendor provides to a project management company.

This can include covering the cost of the materials already bought, work already performed, and possibly the entire cost that the vendor was hired for because it could not take on other jobs due to contracting with this specific job. The more money in the guarantee the more of a fee the project management company will have to pay for it.

Example of a Bank Guarantee

For example, if a construction company takes on the long-term project of building an office tower, that company needs to hire vendors and subcontractors to complete the project. In this example, the construction company that's overseeing the project could specialize in framing the office building, but it needs to subcontract with another company to install the thousands of window panes needed to complete the project.

The construction company might not be paid for its work until the end of the project. It needs to hire the window installation company on credit through a loan since the thousands of window panes could cost more than a million dollars. This puts a lot of risk on the window installation company. The project could take longer than anticipated, or it could be scrapped due to a lack of funding from the group paying for the construction of the office building.

Having a bank guarantee in place reduces the risk to the window installation company because it knows that, no matter what happens, it will receive payment.

What Are the Types of Bank Guarantees?

There are different types of bank guarantees for different purposes. The most common types of bank guarantees are financial bank guarantees, performance bank guarantees, advance or deferred payment bank guarantees, and bid-bond bank guarantees.

What Is the Advantage of a Bank Guarantee?

The primary advantage of a bank guarantee is the reduction of financial risk . A vendor can feel comfortable in growing its business and taking on a project, which is usually done via credit (taking out loans) with the knowledge that if the company that hired them can't make payment, the bank guarantee will cover any liabilities.

What Is the Risk of a Bank Guarantee?

There is zero risk of a bank guarantee. The total risk of a bank guarantee lies with the bank that issued the guarantee. If a bank guarantee is exercised, the beneficiary receives payment and the payment comes from the bank. The applicant of the bank guarantee does have to pay a fee for having a bank guarantee issued, but otherwise is not liable for any costs.

The Bottom Line

Long-term projects, such as construction projects, are large in scale and costly. Companies can float bonds and secure bank guarantees to ensure the project's financial viability. They require many vendors to work together to complete a specific goal. Projects can run out of money, go over budget, or shut unexpectedly, possibly leaving vendors out of money if they've already begun work.

Bank guarantees provide comfort to vendors for any foreseeable financial loss and allow projects to move forward to completion.

• Terms of Service
• Editorial Policy
• Privacy Policy
• Your Privacy Choices

• Popular Courses
• Python LIVE Course
• More classes
• More Courses
•   Start a discussion
•   Unanswered
• Report Abuse

Assignment of bank guarantee for bank finance

Nitin Agrawal (Chartered Accountant) (317 Points)

This is a question related to finance on which clarity is needed.

- Suppose there is large size contractor (X Ltd) who has got a work order for construction of govt building and also for execution of electrical commissioning in said building. 

- Said contractor company (X Ltd) need to buy various electrical items from open market for execution of the project. Lets assume said company has made tie up with one supplier (Y Ltd)  for supply of all electrical items. Y Ltd will also provide the after sales services for 2 years to main contractor X Ltd

- Due to large size order and shortage of working capital Y Ltd needs working capital assistance. However to get that assistance from its bank, Y ltd does not have sufficient security. Also in such huge project Y Ltd wants to involve X ltd financially either by way of advance or by way of financial security.

- X Ltd is having bank guarantee limits with various banks in sizable amount. 

- X Ltd agrees to give a bank guarantee in favor of banker of Y Ltd against which Y Ltd can avail working capital from its banker. Said bank guarantee will have assignment clause in favor of banker of Y ltd and also would be invocation at the open of banker of Y ltd at the incident of default by Y Ltd in repayment of debt of working capital.

- Question is 1) Whether RBI permits assignment of Bank Guarantee's in such way for raising funds? 2) Whether said kind of practice is prevailing in market with any bank? 3) Whether said BGs would be enforceable by lender at the time of default?

Kindly suggest.

 1 Replies

Dhirajlal Rambhia (SEO Sai Gr. Hosp.) (162392 Points) --> Replied 24 June 2023

"Sorry, I am not a featured member."

For featured members contact....

https://www.caclubindia.com/catalogue/featured.asp

Online classes for CA CS CMA. Professional courses for GST, Tally, Others & Books

Leave a reply.

Your are not logged in . Please login to post replies Click here to Login / Register   

Recent Topics

• ITR FY 2023_-24 Filling time
• Taxability on Adverse possession
• Units of MF reinvested after deducting tds
• Vehicles income and sales
• Who to file income tax return
• Tax reminder by Practising CA
• OTA ( Travel Guru ) B2B Compliance
• 194Q &amp 206C (1H) doubt

More recent discussions | Post

Related Threads

Popular discussion.

view more »

Trending Online Classes

E Way Bill in GST (With Recording)

Live Course on Python for Financial Analysis: Unlocking Efficiency in Accounting and Finance

Live Course on PF & ESIC - Advance Course(with recording)

Subscribe to the latest topics :

Search forum:.

Whatsapp Groups

Login at caclubindia, caclubindia.

India's largest network for finance professionals

Alternatively, you can log in using:

Kluwer Arbitration Blog

A complex matter: bank guarantees and arbitration agreements.

In a recent decision dated 10 October 2008 (4A_224/2008), the Swiss Federal Supreme Court found an arbitral tribunal competent to decide on a party’s request that its contractual partner should refrain from calling a bank guarantee. A Turkish company active in the production of fertilizer (X A.S.) had concluded a construction contract under which its contractual partner Y. GmbH undertook to reconstruct and modernize a plant run by X A.S. As part of the contract, Y. GmbH undertook to provide for a bank guarantee to secure a down-payment of 15% of the overall price. After the plant had been taken into operation, a dispute arose between the Parties whether the works provided by Y. GmbH had been done properly and X A.S. tried to call the bank guarantee. Y. GmbH introduced proceedings before the competent state courts against the bank as the issuer of the bank guarantee and obtained an order prohibiting the bank from making payments under the guarantee. X A.S. on its part managed to receive an attachment order against the bank, which led to the seizure of assets of the bank in an amount equal to the guarantee. Eventually, Y. GmbH introduced arbitration proceedings against X A.S. under the arbitration clause of the construction contract.

Bank guarantees often raise difficult procedural questions. A party that fears that its contractual partner will call the bank guarantee based on unjustified grounds must act quickly and must decide whether it will act against the bank or against its contractual partner. If it acts against the bank and requests an order that the bank be prohibited from issuing payments under the guarantee, it cannot rely on an arbitration clause contained in the main contract with its contractual partner from a Swiss perspective,. Rather, it has to file a request before the competent state courts at the bank’s domicile. This is the path that parties would normally choose in Switzerland. However, there is also the option to file a claim against the contractual partner and request that it be ordered not to call the guarantee, as it was done in the case cited above. In that case, the claiming party is bound to the arbitration clause of the main contract, if such clause exists. As one can see from the decision of the Swiss Federal Supreme Court, a party can pursue both ways in parallel in order to avoid payment of the bank guarantee. We would be interested in hearing from our colleagues what, in their views, the most effective way would be, to prevent payment.

Georg von Segesser / Andrea Meier

________________________

To make sure you do not miss out on regular updates from the Kluwer Arbitration Blog, please subscribe here . To submit a proposal for a blog post, please consult our Editorial Guidelines .

Leave a Reply Cancel reply

Your email address will not be published. Required fields are marked *

Save my name, email, and website in this browser for the next time I comment.

This site uses Akismet to reduce spam. Learn how your comment data is processed .

• Practical Law

Bank guarantee

Practical law uk glossary 9-200-1381  (approx. 4 pages).

• Project Finance
• Asset Finance
• Leases and Licences to Occupy
• Mortgages and Security - Land and Buildings
• Trade Finance
• Infrastructure financing
• United Kingdom

Bank Guarantees: Judicial Interpretation and Recent Developments

• Post author: LawFoyer
• Post published: 5 June 2021
• Post category: Articles
• Post comments: 0 Comments
• Reading time: 14 mins read

By:- Janvi Vishnani

Introduction

With globalization there is an expansion in both international and local commerce, there is a demand for a trusted source to safeguard and decrease risks in commercial transactions. In today’s business environment, where business transactions are conducted globally and parties are geographically separated, an innovative concept is required to fulfill the original purpose of guarantee, which is to provide security in payments for our claims. Thus, the concept of bank guarantee was developed. For both local and foreign trade, bank guarantees are regarded as “life-blood.”

Meaning: Bank Guarantee

A Bank guarantee is a separate contract between the beneficiary and the bank. It is a contract in which the bank agrees to return the amount of the debtor default and release the debtor from all its liabilities. The bank acts as a guarantor in this scenario, assures that the debtor’s loan will be repaid. Bank guarantees are contracts that are separate from and unrelated to each other. It has nothing to do with the major debtor’s or creditor’s relationship.

Section 126 of the Indian contract act 1872 describes the ‘Contract of guarantee’, which states that is an agreement to fulfil a third party’s commitment or relieve his liability if he fails to do so. The ‘surety’ is the person who gives the guarantee; the ‘principal debtor’ is the person in whose default the guarantee is given, and the ‘creditor’ is the person to whom the guarantee is given. Here in this case surety is Bank.

These banks are professional guarantors who provide a financial service in return for a fee by providing bank guarantees. The fundamental goal of implementing bank guarantees is to promote free commerce by protecting creditors from losses and assisting them in reclaiming debts in the event of a loss. The financial risk associated with a commercial transaction gets reduced when the bank gives a guarantee.

It promotes the seller/beneficiaries to build their business on a credit basis because of the minimal risk. Guarantees are usually charged at a cheap rate by banks, which is advantageous to even small businesses. When banks examine and verify a company’s financial viability, it gains credibility, which leads to more commercial prospects. The guarantee usually needs less paperwork and is handled swiftly by banks (if all the documents are submitted).

Types of Bank Guarantees

There are two types of guarantees, which are as follows: –

• Conditional Guarantee: – In this instance, the bank will only pay the money if the debtor complies with specific requirements that may be spelled out in the guarantee contract. A specific requirement such as Proof of default, third-party consent, and so forth.  The contract’s criteria must be met to initiate the bank guarantee’s encashment.
• Unconditional Guarantee: – Unconditional bank guarantee payment to the beneficiary “unconditionally and irreversibly” on the beneficiary’s first demand once the guarantee is invoked. In this instance, the bank is required to pay the money as soon as the bank guarantee is invoked. In contrast to a conditional bank guarantee, the bank agrees to pay the guarantee regardless of the terms, making the demand to invoke decisive and binding.

Invocation of Bank Guarantee

The recipient must use the Bank Guarantee on or before the guarantee’s expiration date. If the Bank does not receive a claim within the specified validity time, the Bank is released from the obligation. The beneficiary must write a letter to the Bank explaining the circumstances that led to the guarantee being encashed. On the other hand, the party on whose behalf the guarantee was written enjoin the recipient from cashing it? A slew of decisions has been issued specifically for this purpose, which is briefly detailed here.

Unconditional Guarantee: –

Unconditional bank guarantee usually reveals that the guarantor agrees to pay without objection, rendering the demand definitive and enforceable.

The Bank agreed in U.P. Co-op. Federation Ltd. v. Singh Consultants and Engineers (P) Ltd to repay the amount on “first demand” and “without contestation, and without reference to such party and without questioning the legal relationship between the party in whose favor guarantee was given and the party on whose behalf guarantee was given” Regardless of any dispute between the parties, the Hon’ble Supreme Court determined that the Bank was required to pay once demand was made without objection.

In such a circumstance, the person on whose behalf the guarantee was granted was not entitled to an injunction preventing the bank from performing its guarantee.

The court took the case of Sztejn versus J. Henry Schroder Banking Corp , as a precedent, in which the beneficiary faked some documents and made a false representation concerning the commodities sent in, which claimants said were “worthless/rubbish.” The claimant applied for an injunction against the bank guarantee. The highest court ruled that the beneficiary had committed fraud and that an injunction should be issued to prevent the bank guarantee from being issued and payment made.

Given the strictness of the rule, there are two exceptions to the injunction against the invocation of an unconditional bank guarantee: –

• Fraud: – The Supreme Court in Reliance Salt Ltd. v. Cosmos Enterprises held that commission of fraud would include any act committed by a party to deceive another party or his agent or to induce him to enter into a contract, referring to the definition of “Fraud” as provided under Section 17 of the Contract Act, 1872. And the person making the accusation who bears the burden of proof.

The Supreme Court stated in U.P. State Sugar Corporation v. Sumac International Ltd. that a fraud involving an unconditional bank guarantee should “vitiates the fundamental foundation of such a bank guarantee.” No other type of fraud will pass the test, and the Bank must be notified of any such fraud. The Hon’ble Supreme Court found that, because the bank commits its credit, which involves its reputation, it had no justification for refusing the payment unless it was fraudulent. The Supreme Court further stated that fraud must be of such an “egregious kind” that it “vitiates the entire underlying transaction.” Furthermore, the beneficiary must be the perpetrator of the deception, and no third parties may be involved.

Even in the case of Hindustan Steelworks Construction Ltd. v. Tarapore & Co , the Hon’ble Supreme Court stated that the exception of fraud must have the effect of vitiating the entire underlying transaction, citing the judgment in U.P. Co-op. Federation Ltd. (Supra). The Supreme Court also held that the fraud must be of such an egregious nature that it would vitiate the entire underlying transaction or the very foundation of such a bank guarantee, whether committed at the time of contract execution or as a result of circumstances or events that occurred afterwards.

• Special Equities – irretrievable injustice: –    The phrase “special equities” refers to encompassing notion that allows for injunctions against the encashment of bank guarantees only under exceptional situations. In the case of Texmaco Ltd. versus State Bank of India , the Calcutta high court invented the word. The supreme court accepted the idea of exceptional equities as an exemption to injunctions against bank guarantees in the case of Ansal engineering Projects Ltd. versus Tehri Hydro Development Corporation. The notion of unique equities is viewed as a means of offering redress to parties who have been harmed under unusual situations.

In the case of Dwarikesh Sugar Industries Ltd. vs. Prem Heavy Engineering Works (P) Ltd. & Others ., this concept was defined. The court noted that injunctions should only be granted where there is no chance of recovery and contract fulfillment is frustrated or impossible.

Conditional Guarantee: –

In the event of a conditional bank guarantee, the beneficiary does not have an unrestricted right to invoke the guarantee, and the court can impose an injunction against it based on the facts of the case. When a bank guarantee is conditional, the invocation of the guarantee must be done in exact accordance with the terms of the guarantee.

The bank guarantee in dispute in Hindustan Construction Co. Ltd. v. State of Bihar and Ors , developed the phrase “accept absolutely and irreversibly” to guarantee payment to the beneficiary on his first demand without any protest. However, the abovementioned term was immediately qualified by a clause that related to the parties’ original contract. The clause stated that if the person on whose behalf the BG was issued failed to meet specific contract duties, the beneficiary would have the right to collect the entire or part of the guarantee.

Judicial intervention

Corona Virus (COVID – 19), the virus which shattered the whole economy. The unimagined virus took up various businesses, employment. All the activities come to standstill. Many contracts were put on hold, However, the Indian government declared the covid situation as “Force Majeure”. The declaration of covid as a force majeure had an impact on bank guarantees as well. However various courts refused to grant injunctions, solely due to pandemics.

In the case of Haliburton Offshore Services vs. Vedanta Ltd. , the petitioner entered into a contract with Vedanta Ltd. for the installation of infrastructure, including oil wells. The work was on the verge of completion but suddenly the nationwide lockdown was imposed, as there was a total shutdown of all industrial activity, the petitioner failed to meet his contractual duties, and the project was not completed within the agreed time frame.

The Delhi High Court decided in favor of the petitioner and issued an order prohibiting the bank guarantees. The court determined that the petitioner’s failure to fulfill their contractual commitments was solely due to the statewide lockdown imposed by the COVID-19 outbreak, which was prima facie evidence of force majeure. The case of Standard Chartered Bank Heavy Limited versus Heavy Engineering Corporation Limited was used as a precedent.

The court also held that the mere existence of the covid- 19 and statewide lockdown would not excuse every violation or non-performance of the contracts. The parties’ actions before lockdown will be evaluated in terms of their contract performance, and the court will then decide whether or not to award an injunction. In the matter of Standard Retail Pvt. Ltd against M/S G.S. Global Corp. and Others , the petitioners claimed that due to lockdown and COVID-19, they were unable to fulfill their contractual commitments, but the opposing party, domiciled in South Korea, was able to do so.

Thus, the petitioners filed a petition for restraining the respondents and granted an injunction against enforcing the bank guarantees under section 9 of the arbitration and conciliation act of 1996 . The Bombay High Court rejected the petitioner’s position, determined that Covid-19 and subsequent Lockdown would not be considered force majeure in this situation because, to invoke the force majeure clause and to seek injunctions under specific equities, the contract must be completely impossible to fulfill.

First, the paper outlines the idea of a bank guarantee in line with the relevant statutory conditions. A bank guarantee is an assurance given by the bank that if the debtor or creditor fails, the bank would compensate the party that has suffered a loss, as we’ve discussed. Bank guarantee plays an important function in the business sector and aids in the efficient growth of national and international commerce. It should be unconditional to be easily claimed. This notion was established to avoid the parties from having to go through a lengthy judicial process to get their money back.

A bank guarantee is tripartite contracts: -one with the bank, one with the creditor, and one with the debtor. The courts should not be involved in enforcing or invoking a bank guarantee, but in rare cases, such as fraud, the courts must intervene to safeguard the parties’ interests. The parties must be free to carry out their obligations following the contract’s provisions, with little judicial intervention. As we all know, the banking system is the backbone of the economy, and if bank guarantees cannot be encashed by the parties themselves without court intervention, the bank guarantee system as a whole will fail, and people will lose trust in it over time.

Janvi Vishnani is a first-year law student at Narsee Monjee Institute of Management Studies (NMIMS) Navi Mumbai campus, currently pursuing BA.LL. B (Hons).

You Might Also Like

Free legal aid in india- an analysis, medical negligence, changing the society with the help of pocso act,2012, leave a reply cancel reply.

• Journal Website
• Call For Papers
• Volume 1 Issue 2
• Submit Assignment
• Join our team
• Write for us
• Case Analysis
• Legal Drafts
• 20th Edition Harvard Blue Book
• Submit Event
• Quiz Competitions
• Call for Papers
• Courses & Workshops
• Essay Competitions
• MUNs, Youth Parliament & Other Competitions
• Apply For Internship
• Internship Reviews
• Verify Internship Certificate
• About LawFoyer

The Law of Bank Guarantees: Important Tools of Modern Day Commercial Transactions

The law of bank guarantees: important tools of modern day commercial transactions..

[ Rangeet Poddar ]

The author is a 4th year B.A.LLB(Hons.) student of WBNUJS, Kolkata.

Introduction

According to Section 126 of the Indian Contract Act, a contract of guarantee is a contract to perform the promise, or discharge the liability of a third person in case of his default.[1] A bank guarantee is a contractual assurance that is given by the bank to a third party creditor. By virtue of this commercial instrument, the concerned bank undertakes liability on behalf of the principal debtor to fulfill his contractual obligation in the event of default.  This secures the transaction by ensuring that no detriment is caused to the creditor. The nature of obligations of the principal debtor is primary while the obligations of the bank are secondary. By issuing a guarantee, a bank ordinarily undertakes to pay the amounts specified in the guarantee agreement to the beneficiary on demand made by him in accordance to predetermined terms and conditions.[2] The object of a bank guarantee is to ensure the due performance of certain works contracts. The guarantee can also be towards security deposit for a contract or of any kind.[3] In the case of State Trading Corp. of India Ltd. v. Jainsons Clothing Corp.[4], the Supreme Court held that the bank guarantee is a trilateral contract in which the bank has undertaken to unconditionally and unequivocally abide by the terms of the contract. It is an act of trust with full faith to facilitate free flow of trade and commerce in domestic or international trade or business. It creates an irrevocable obligation to perform the contract in terms thereof. On the occurrence of events mentioned in the guarantee contract, the bank guarantee becomes enforceable.[5]

There are two types of guarantees:

A conditional performance guarantee is one where the surety becomes liable to the party, claiming under the guarantee upon proof of breach of terms of the underlying contract, or on proof of both breach as well as the loss occurring from the breach. Under unconditional guarantee, the guarantor becomes liable to pay the beneficiary the stated amount whenever the demand is made in the manner provided for in the guarantee, without the need for that beneficiary to prove any breach or loss; the guarantor is bound to immediately perform the contract of guarantee without further requirements. The object of unconditional bank guarantees or on demand bank guarantees are to secure hassle-free commercial transactions. Where the bank unconditionally and irrevocably promises to pay on demand, the amount of liability undertaken in the guarantee without ‘demur or dispute’ under the terms of the guarantee, the liability of the bank is considered to be absolute and unequivocal.[6]

An on-demand bank guarantee consists of three separate and substantially independent but formally accessory agreements, namely:

The underlying transaction or main agreement

The indemnity agreement between the account party or principal and the guarantor

The on-demand instrument between the guarantor and the beneficiary[7]

The question whether the guarantee is a conditional or an unconditional one payable on demand, is a matter of construction in each case from the terms of the bond.[8]

Independent nature and encashment of the bank guarantee

In Ansal Engineering Projects v Tehri Hydro Development Corporation[9], it was held by the Supreme Court of India that the bank guarantee is an independent and distinct contract between the bank and the beneficiary and is not qualified by the underlying transaction and the validity of the primary contract between the person at whose instance the bank guarantee was given and the beneficiary.[10] The question whether the express terms of the guarantee give rise to the contract of guarantee to be enforced will be the limited enquiry for deciding the rights and obligations flowing from such a guarantee. Bank guarantees are independent in nature.[11] It is a separate autonomous contract between the bank and the beneficiary and is not qualified by the underlying transaction and the primary contract between the beneficiary and the person at whose instance the bank guarantee is given.[12] In a bank guarantee it is not necessary to go beyond the guarantee contract between the creditor and the surety bank and one must not look at any other contract including the underlying or primary one. However the underlying contract comes into the picture only if the guarantee itself makes its encashment, subject to proof of performance of underlying contract as it happened in the Hindustan Construction case[13]. In that case, the bank guarantee was for securing mobilization advance given by State of Bihar and it was provided in the terms of the guarantee that the beneficiary would not have the unfettered right to invoke the guarantee in the event the obligations expressed in the clause of the original contract were not fulfilled by the contractor. In such exceptional scenarios, the bank guarantee loses its autonomous character and depends upon the result of inquiry to the underlying contract. [14] Besides such cases, the court does not interfere with the enforcement of bank guarantees and guarantee contracts are not qualified by underlying transactions.[15]Where the bank guarantee is unconditional and payable on demand or demur, the liability of the bank is absolute and does not depend on the ultimate decision of a pending case in a court or tribunal. The bank only has to ascertain the amount claimed within the terms of the guarantee.[16]The question of encashment of the bank guarantee is entirely upto the beneficiary to invoke the guarantee at any time as he deems to be proper.[17]

The National Highways Authority v Ganga Enterprises and Another[18] case laid down that that bank guarantees furnished in the form of security for not withdrawing a bid is fundamentally different from withdrawal of offer before acceptance as per the statutory provisions of the Indian Contract act. In such cases, when a person withdraws his offer within a stipulated time, he has no right to claim the earnest money that he has given in the form of a bank guarantee. He forfeits the earnest money and it does not violate Section 5 of the Indian Contract Act. The purpose behind this is to ensure that in commercial transactions especially those involving government contracts, the bids made have to be genuine so that no person who has no intention of entering into a contract makes a bid.

Honouring of bank guarantees without delay is also of utmost importance. Delays have the potential to erode the sanctity of the bank guarantee. In case of guarantees given on behalf of government departments, such delays have the can tarnish the image of the banking system because it appears as if the banks are acting in collusion with parties. There should be an effective system to monitor the guarantee business so that persons on whose behalf guarantees are issued are forced to perform their obligations. This gives a sense of security to the beneficiary and in turn, strengthens trade and commerce.[19]

Judicial restraint

Courts are against giving injunction to restraint on demand bank guarantees so that in commercial transactions, the creditor can be certain about the credentials of a principal debtor to fulfill a contract. If the beneficiary feels that there has been a breach of the terms in the guarantee contract, he should be able to encash the bank guarantee and avail the amount without having to go through the hassles of litigation.

In Hindustan Steel Works Construction v. Tarapore and Company[20] it was held by the Supreme Court of India that the correct position of law is that commitment of banks must be honoured free from interference by the law courts and it is only in exceptional cases of fraud or irretrievable injustice that the court will interfere.[21] The law regarding the enforcement of an on demand bank guarantee is well settled today. If the enforcement of the bank guarantee is according to the terms of the guarantee contract, the courts must not interfere because that it will violate the very purpose of why the guarantee was given in the first place, in the commercial transaction. Courts must not look at the underlying agreement and that agreement is irrelevant in such a scenario.[22] The fact that the guarantee issued by the bank is wider in terms than that agreed upon between the bank and the debtor is no reason to grant injunction restraining payment.[23]

The essence of an on demand bank guarantee is to satisfy the beneficiary that irrespective of disputes about underlying contract between beneficiary and the bank’s customer, the bank is liable to pay the beneficiary provided that certain conditions are met. If a court injunction allows the customer to derogate from the bank’s undertaking, the effectiveness of the instrument is compromised. The value of bank guarantees in world of commerce will considerably decrease.[24] So, the bank must honour its commitment when demand is made.[25]

When can the bank refuse payment?

Payments under bank guarantee can be restrained by courts under exceptional circumstances. Fraud and Irretrievable Injury are the two most prominent grounds recognized by Indian courts for the imposing restrictions on the injunction of a bank guarantee.

The bank can refuse payment in case of unconditional bank guarantees if there is a fraud on the part of the beneficiary creditor or where the documents tendered for invoking the guarantee are not according to the terms of the guarantee.   The nature of the fraud has to be fraud of an ‘egregious nature as to vitiate the entire underlying transaction’; courts will not interfere unless prima facie strong case of fraud or special equity is made out.[26] The fraud of the beneficiary is only taken into account and not the fraud of a party unrelated to the transaction. In the context of bank guarantee, fraud is established when the beneficiary claims payment to which he knew he has no entitlement.  The evidence of fraud must be clear to the fact of fraud as well the bank’s knowledge that the demand for payment is fraudulent. A beneficiary’s uncorroborated statement is not enough for proving fraud.[27] In Hindustan Steel Works Construction Limited v Tarapore & Co[28], the court took the view that a demand under the guarantee may become fraudulent not because of fraud committed by beneficiary, while executing the underlying transaction, but it may become so because of subsequent events and circumstances. At the same time, the Supreme Court has also held that disputes between the parties relating to the underlying transaction do not make the invocation of the guarantee fraudulent.[29]

Irretrievable Injury

It is necessary that the injustice contemplated for refusal of encashment must be exceptional and irretrievable so much so that it would override the terms of the guarantee and the encashment will have an adverse effect on commercial transactions.[30] The circumstances have to be adequately established and mere apprehension that the other party will not be able to pay is not enough.[31] In Svenska Handelsbanken v Indian Charge Chrome[32], the Supreme Court has emphasized that irretrievable injury must be of such nature that the beneficiary has ‘no adequate remedy of law’. In Dwarikesh Sugar Industries Ltd. V Prem Heavy Engineering Works Ltd.[33], the Supreme Court observed that irretrievable injury had to be such a circumstance, which would make it impossible for the guarantor to reimburse himself, if he ultimately succeeds. This will have to be decisively proven such that no possibility of the recovery of the amount from the beneficiary by restitution exists.[34]

Bank guarantees are the life-blood of international commerce. Courts should normally insist upon enforcement of the bank guarantee and allow them to be honoured unless there is specific plea of fraud and special equities.[35] Besides such exceptional cases if the courts interfere with the machinery of irrevocable obligations assumed by banks, the trust in international commerce will be irreparably damaged.[36] The need for bank guarantees arises mainly out of the insecurity and lack of confidence associated with the ability of the principal debtor to perform the contract. Bank guarantees are all about the secondary liability of the surety bank that is meant to ensure that the principal debtor does not dishonour the creditor and give assurance to the beneficiary that the contractual risk that he is undertaken will be honoured. It safeguards the payment or performance under the contract.[37] As commercial tools, bank guarantees thereby become all the more important in times of economic insecurity.[38]

[1] N. Bhadbhade, The Indian Contract and Specific Relief Acts, 1352 (14th ed., 2014)

[2] R.K. Gupta, Banking Law and Practice, 1.12611 (2nd Ed. Vol. 1, 2008)

[3] Supra 1, at 1367

[4] AIR 1994 SCC 2778

[5] S.N. Gupta, Banking Law Theory & Practice, 1248 (4th Ed., 2005)

[6] Supra 1, at 1366

[7] M.S. Kurkela, Letters of Credit and Bank Guarantees Under International Law, 20 (2nd ed., 2008)

[8] Supra 3

[9]  (1996) 5 SCC 450

[10] Supra 5, at 1218

[11] National Building Construction Corporation Ltd. V State Bank of Patiala AIR 1993 Del 89; S.N. Gupta, Banking Law Theory & Practice, 1273 (4th Ed., 2005)

[12] Supra 1, at 1369

[13] Hindustan Construction Co. Ltd v State of Bihar, AIR 1999 SC 3710

[14] Supra 1, at 1368

[15] Supra 2, at 1.1256

[16] Ansal Engineering Projects Ltd. v Tehri Hydro Development Corporation Limited, (1996) 5 SCC 450

[17] Supra 2, at 1.1257

[18] National Highways Authority of India v Ganga Enterprises and Another (2003) 7 SCC 410

[19] Supra 2, at 1.1258

[20] AIR 1996 SCC 2268

[21] Supra 10

[22] National Highways Authority of India v Ganga Enterprises and Another (2003) 7 SCC 410

[23] Hindustan Steel Workers Construction Limited v G.S. Atwal & Co. (Engineers) Pvt. Ltd. AIR 1996 SC 131

[24] Bolivinter Oil S.A. v Chase Manhattan Bank 1984 1 All ER 351

[25]General Electric Technical Services Co. Inc v Punj Sons (P) Ltd. AIR 1991 SC 1984

[26] Uttar Pradesh Cooperative Federation Limited v Singh Consultants and Engineers Private Ltd. (1988) 1 SCC 174; Svenska Handelsbanken v Indian Charge Chrome, AIR 1994 SC 626; National Building Construction Corporation Ltd. V State Bank of Patiala AIR 1993 Del 89

[27] Supra 1, at 1375

[28] Hindustan Steel Works Construction Ltd. V Tarapore & Co., AIR 1996 SC 2268

[29] Uttar Pradesh State Sugar Corporation v Sumac International Ltd., AIR 1997 SC 1644

[31] Uttar Pradesh Cooperative Federation Limited v Singh Consultants and Engineers Private Ltd. (1988) 1 SCC 174

[32]AIR 1994 SC 626

[33] AIR 1997 SCC 2477

[34] Supra 2, at 1.1274

[35] M.L. Tannan, Tannan’s Banking Law and Practice, 1261 (22nd Ed. Vol. 1, 2008)

[36] RD Harbottle (Mercantile) Ltd. V. National Westminster Bank Ltd. (1977) 2 ALL ER 862, reiterated in Edward Owen Engineering Ltd. V. Barclays Bank Intl. Ltd, (1978) 1 All ER 976

[37] G. Andrews & Richard Millet, Law of Guarantees, 580 (6th Ed., 2012)

[38] Supra 7, at 14

Follow Puck Worlds online:

• Follow Puck Worlds on Twitter

Site search

Filed under:

• Kontinental Hockey League

Gagarin Cup Preview: Atlant vs. Salavat Yulaev

Share this story.

• Share this on Facebook
• Share this on Twitter
• Share this on Reddit
• Share All sharing options

Share All sharing options for: Gagarin Cup Preview: Atlant vs. Salavat Yulaev

Gagarin cup (khl) finals:  atlant moscow oblast vs. salavat yulaev ufa.

Much like the Elitserien Finals, we have a bit of an offense vs. defense match-up in this league Final.  While Ufa let their star top line of Alexander Radulov, Patrick Thoresen and Igor Grigorenko loose on the KHL's Western Conference, Mytischi played a more conservative style, relying on veterans such as former NHLers Jan Bulis, Oleg Petrov, and Jaroslav Obsut.  Just reaching the Finals is a testament to Atlant's disciplined style of play, as they had to knock off much more high profile teams from Yaroslavl and St. Petersburg to do so.  But while they did finish 8th in the league in points, they haven't seen the likes of Ufa, who finished 2nd. 

This series will be a challenge for the underdog, because unlike some of the other KHL teams, Ufa's top players are generally younger and in their prime.  Only Proshkin amongst regular blueliners is over 30, with the work being shared by Kirill Koltsov (28), Andrei Kuteikin (26), Miroslav Blatak (28), Maxim Kondratiev (28) and Dmitri Kalinin (30).  Oleg Tverdovsky hasn't played a lot in the playoffs to date.  Up front, while led by a fairly young top line (24-27), Ufa does have a lot of veterans in support roles:  Vyacheslav Kozlov , Viktor Kozlov , Vladimir Antipov, Sergei Zinovyev and Petr Schastlivy are all over 30.  In fact, the names of all their forwards are familiar to international and NHL fans:  Robert Nilsson , Alexander Svitov, Oleg Saprykin and Jakub Klepis round out the group, all former NHL players.

For Atlant, their veteran roster, with only one of their top six D under the age of 30 (and no top forwards under 30, either), this might be their one shot at a championship.  The team has never won either a Russian Superleague title or the Gagarin Cup, and for players like former NHLer Oleg Petrov, this is probably the last shot at the KHL's top prize.  The team got three extra days rest by winning their Conference Final in six games, and they probably needed to use it.  Atlant does have younger regulars on their roster, but they generally only play a few shifts per game, if that. 

The low event style of game for Atlant probably suits them well, but I don't know how they can manage to keep up against Ufa's speed, skill, and depth.  There is no advantage to be seen in goal, with Erik Ersberg and Konstantin Barulin posting almost identical numbers, and even in terms of recent playoff experience Ufa has them beat.  Luckily for Atlant, Ufa isn't that far away from the Moscow region, so travel shouldn't play a major role. 

I'm predicting that Ufa, winners of the last Superleague title back in 2008, will become the second team to win the Gagarin Cup, and will prevail in five games.  They have a seriously well built team that would honestly compete in the NHL.  They represent the potential of the league, while Atlant represents closer to the reality, as a team full of players who played themselves out of the NHL. 

• Atlant @ Ufa, Friday Apr 8 (3:00 PM CET/10:00 PM EST)
• Atlant @ Ufa, Sunday Apr 10 (1:00 PM CET/8:00 AM EST)
• Ufa @ Atlant, Tuesday Apr 12 (5:30 PM CET/12:30 PM EST)
• Ufa @ Atlant, Thursday Apr 14 (5:30 PM CET/12:30 PM EST)

Games 5-7 are as yet unscheduled, but every second day is the KHL standard, so expect Game 5 to be on Saturday, like an early start. 

The Unique Burial of a Child of Early Scythian Time at the Cemetery of Saryg-Bulun (Tuva)

<< Previous page

Pages:  379-406

In 1988, the Tuvan Archaeological Expedition (led by M. E. Kilunovskaya and V. A. Semenov) discovered a unique burial of the early Iron Age at Saryg-Bulun in Central Tuva. There are two burial mounds of the Aldy-Bel culture dated by 7th century BC. Within the barrows, which adjoined one another, forming a figure-of-eight, there were discovered 7 burials, from which a representative collection of artifacts was recovered. Burial 5 was the most unique, it was found in a coffin made of a larch trunk, with a tightly closed lid. Due to the preservative properties of larch and lack of air access, the coffin contained a well-preserved mummy of a child with an accompanying set of grave goods. The interred individual retained the skin on his face and had a leather headdress painted with red pigment and a coat, sewn from jerboa fur. The coat was belted with a leather belt with bronze ornaments and buckles. Besides that, a leather quiver with arrows with the shafts decorated with painted ornaments, fully preserved battle pick and a bow were buried in the coffin. Unexpectedly, the full-genomic analysis, showed that the individual was female. This fact opens a new aspect in the study of the social history of the Scythian society and perhaps brings us back to the myth of the Amazons, discussed by Herodotus. Of course, this discovery is unique in its preservation for the Scythian culture of Tuva and requires careful study and conservation.

Keywords: Tuva, Early Iron Age, early Scythian period, Aldy-Bel culture, barrow, burial in the coffin, mummy, full genome sequencing, aDNA

Information about authors: Marina Kilunovskaya (Saint Petersburg, Russian Federation). Candidate of Historical Sciences. Institute for the History of Material Culture of the Russian Academy of Sciences. Dvortsovaya Emb., 18, Saint Petersburg, 191186, Russian Federation E-mail: [email protected] Vladimir Semenov (Saint Petersburg, Russian Federation). Candidate of Historical Sciences. Institute for the History of Material Culture of the Russian Academy of Sciences. Dvortsovaya Emb., 18, Saint Petersburg, 191186, Russian Federation E-mail: [email protected] Varvara Busova  (Moscow, Russian Federation).  (Saint Petersburg, Russian Federation). Institute for the History of Material Culture of the Russian Academy of Sciences.  Dvortsovaya Emb., 18, Saint Petersburg, 191186, Russian Federation E-mail:  [email protected] Kharis Mustafin  (Moscow, Russian Federation). Candidate of Technical Sciences. Moscow Institute of Physics and Technology.  Institutsky Lane, 9, Dolgoprudny, 141701, Moscow Oblast, Russian Federation E-mail:  [email protected] Irina Alborova  (Moscow, Russian Federation). Candidate of Biological Sciences. Moscow Institute of Physics and Technology.  Institutsky Lane, 9, Dolgoprudny, 141701, Moscow Oblast, Russian Federation E-mail:  [email protected] Alina Matzvai  (Moscow, Russian Federation). Moscow Institute of Physics and Technology.  Institutsky Lane, 9, Dolgoprudny, 141701, Moscow Oblast, Russian Federation E-mail:  [email protected]

Shopping Cart Items: 0 Cart Total: 0,00 € place your order

Price pdf version

student - 2,75 € individual - 3,00 € institutional - 7,00 €

Copyright В© 1999-2022. Stratum Publishing House

• Yekaterinburg
• Novosibirsk
• Vladivostok

• Tours to Russia
• Practicalities
• Russia in Lists

Rusmania • Deep into Russia

Out of the Centre

Savvino-storozhevsky monastery and museum.

Zvenigorod's most famous sight is the Savvino-Storozhevsky Monastery, which was founded in 1398 by the monk Savva from the Troitse-Sergieva Lavra, at the invitation and with the support of Prince Yury Dmitrievich of Zvenigorod. Savva was later canonised as St Sabbas (Savva) of Storozhev. The monastery late flourished under the reign of Tsar Alexis, who chose the monastery as his family church and often went on pilgrimage there and made lots of donations to it. Most of the monastery’s buildings date from this time. The monastery is heavily fortified with thick walls and six towers, the most impressive of which is the Krasny Tower which also serves as the eastern entrance. The monastery was closed in 1918 and only reopened in 1995. In 1998 Patriarch Alexius II took part in a service to return the relics of St Sabbas to the monastery. Today the monastery has the status of a stauropegic monastery, which is second in status to a lavra. In addition to being a working monastery, it also holds the Zvenigorod Historical, Architectural and Art Museum.

Belfry and Neighbouring Churches

Located near the main entrance is the monastery's belfry which is perhaps the calling card of the monastery due to its uniqueness. It was built in the 1650s and the St Sergius of Radonezh’s Church was opened on the middle tier in the mid-17th century, although it was originally dedicated to the Trinity. The belfry's 35-tonne Great Bladgovestny Bell fell in 1941 and was only restored and returned in 2003. Attached to the belfry is a large refectory and the Transfiguration Church, both of which were built on the orders of Tsar Alexis in the 1650s.  

To the left of the belfry is another, smaller, refectory which is attached to the Trinity Gate-Church, which was also constructed in the 1650s on the orders of Tsar Alexis who made it his own family church. The church is elaborately decorated with colourful trims and underneath the archway is a beautiful 19th century fresco.

Nativity of Virgin Mary Cathedral

The Nativity of Virgin Mary Cathedral is the oldest building in the monastery and among the oldest buildings in the Moscow Region. It was built between 1404 and 1405 during the lifetime of St Sabbas and using the funds of Prince Yury of Zvenigorod. The white-stone cathedral is a standard four-pillar design with a single golden dome. After the death of St Sabbas he was interred in the cathedral and a new altar dedicated to him was added.

Under the reign of Tsar Alexis the cathedral was decorated with frescoes by Stepan Ryazanets, some of which remain today. Tsar Alexis also presented the cathedral with a five-tier iconostasis, the top row of icons have been preserved.

Tsaritsa's Chambers

The Nativity of Virgin Mary Cathedral is located between the Tsaritsa's Chambers of the left and the Palace of Tsar Alexis on the right. The Tsaritsa's Chambers were built in the mid-17th century for the wife of Tsar Alexey - Tsaritsa Maria Ilinichna Miloskavskaya. The design of the building is influenced by the ancient Russian architectural style. Is prettier than the Tsar's chambers opposite, being red in colour with elaborately decorated window frames and entrance.

At present the Tsaritsa's Chambers houses the Zvenigorod Historical, Architectural and Art Museum. Among its displays is an accurate recreation of the interior of a noble lady's chambers including furniture, decorations and a decorated tiled oven, and an exhibition on the history of Zvenigorod and the monastery.

Palace of Tsar Alexis

The Palace of Tsar Alexis was built in the 1650s and is now one of the best surviving examples of non-religious architecture of that era. It was built especially for Tsar Alexis who often visited the monastery on religious pilgrimages. Its most striking feature is its pretty row of nine chimney spouts which resemble towers.

Plan your next trip to Russia

Ready-to-book tours.

Your holiday in Russia starts here. Choose and book your tour to Russia.

REQUEST A CUSTOMISED TRIP

Looking for something unique? Create the trip of your dreams with the help of our experts.