Dated 2019

GUARANTCO LTD
as Guarantor

in favour of

[●]
as Bond Trustee acting for the Bondholders

relating to [insert details of underlying debt in respect of which the guarantee has been provided]

DEED OF GUARANTEE

June 2019
 CONTENTS

Clause Heading Page

1 INTERPRETATION ............................................................................................................................... 2

2 GUARANTEE AND PAYMENT COVENANT .............................................................................................. 5

3 PAYMENTS AND TAXES ....................................................................................................................... 5

4 PRESERVATION OF RIGHTS .................................................................................................................. 6

5 GUARANTOR'S RIGHTS........................................................................................................................ 7

6 ENFORCING THE GUARANTEE ............................................................................................................. 8

7 BOND TRUSTEE ACTING FOR THE BONDHOLDERS'S OBLIGATIONS ......................................................... 9

8 REPRESENTATIONS AND WARRANTIES ............................................................................................... 10

9 CONTINUING GUARANTEE ................................................................................................................ 11

10 SET-OFF ........................................................................................................................................... 11

11 AMENDMENTS AND WAIVERS ........................................................................................................... 11

12 NOTICES .......................................................................................................................................... 11

13 EXPIRY AND TERMINATION ............................................................................................................... 13

14 ASSIGNMENTS AND SUCCESSORS ...................................................................................................... 14

15 PARTIAL INVALIDITY ......................................................................................................................... 15

16 WAIVER OF IMMUNITY ..................................................................................................................... 15

17 THIRD PARTY RIGHTS ........................................................................................................................ 15

18 REMEDIES AND WAIVERS .................................................................................................................. 16

19 COUNTERPARTS ............................................................................................................................... 16

20 GOVERNING LAW ............................................................................................................................. 16

21 ARBITRATION ................................................................................................................................... 16

22 ENFORCEMENT ................................................................................................................................ 17

23 SERVICE OF PROCESS ........................................................................................................................ 17

SCHEDULE 1 FORM OF NOTICE OF PAYMENT DEMAND .......................................................................... 19

SCHEDULE 2 FORM OF NOTICE OF NON-PAYMENT EVENT

THIS GUARANTEE is made by way of deed on 201[•]

BY AND BETWEEN:

(1) GUARANTCO LTD, a company limited by shares and incorporated under the laws of Mauritius with its
registered office at Alexander House, 35 CyberCity, Ebene, Mauritius (the "Guarantor"); and

(2) [insert trustee name and address], (the "Bond Trustee acting for the Bondholders").

RECITALS:

(A) Pursuant to the medium term note programme comprising the [currency] [amount] notes issued by
[issuer] subject to the provisions of the Trust Deed (the “Financing”).

(B) Subject to the terms of this Guarantee, the Guarantor provides certain guarantees to the Bond Trustee
acting for the Bondholders in relation to the Financing.

NOW THIS DEED WITNESSETH as follows:

1
1 INTERPRETATION

1.1 Definitions

In this Guarantee:

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that
person or any other Subsidiary of that Holding Company.

Business Days means a day (other than a Saturday or Sunday) on which banks are open for general
business in London and Port Louis, Mauritius.

Dispute has the meaning given to such term in Clause 22.1(a).

Effective Date means [•].

Final Claim Date has the meaning given to such term in Clause 13.1.

Final Repayment Date means [●]1.

Guaranteed Amount means [insert principal/interest amount covered].

Holding Company means, in relation to a company or corporation, any other company or corporation
in respect of which it is a subsidiary.

Issuer means [•].

Medium Term Bond means [●].

Maximum Guaranteed Amount means [●].

Non-payment Event means the non-payment of any [Scheduled Interest and/or principal amount] owed
by the Issuer under or in relation to any of the Tranche Notes in accordance with any undertakings made
by the Issuer under clause [x] of the Trust Deed.

1 To track the final repayment date under the Financing.

2
Bond Document means: [list all material documents to the Financing to which the Bond Trustee acting
for the Bondholders and the Issuer are a party and in respect of which this Guarantee is provided].

Bondholder has the meaning given to such term in the Bond Documents.

Notice of Non-payment means a notice issued by the Bond Trustee acting for the Bondholders to the
Guarantor confirming that a Non-payment Event has occurred substantially in the form set out in
Schedule 2 (Form of Notice of Non-payment).

Notice of Payment Demand means an irrevocable written notice issued by the Bond Trustee acting for
the Bondholders to the Guarantor confirming the occurrence of a Non-payment Event that is
outstanding and requesting the Guarantor to fund a specified amount under this Guarantee
substantially in the form set out in Schedule 1 (Form of Notice of Payment Demand).

Party means a party to this Guarantee.

Quoted Rate of Exchange means on any given date and in relation to a specific currency, the exchange
rate for that currency quoted by [●].

Recovered Amount has the meaning given to such term in Clause 7.5.

[Scheduled Interest means [to describe scheduled coupon payments under the Notes].]

Subject Amount has the meaning given to such term in Clause 3.6.

Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly
more than 50 per cent. of the voting capital or similar right of ownership and control for this purpose
means the power to direct the management and the policies of the entity whether through the
ownership of voting capital, by contract or otherwise.

Substitute Currency means US Dollars or any other foreign currency which the Guarantor is permitted
to use to fulfil its obligations under this Guarantee.

Taxes has the meaning given to it in Clause 3.3 (Payments and Taxes).

Waiting Period means the period from an including the date of the relevant Notice of Non-payment
until and excluding the date ending [fifteen (15)] Business Days thereafter.

3
1.2 Construction

(a) Terms defined in the Trust Deed and not otherwise defined in this Guarantee shall have the
same meaning when used in this Guarantee.

(b) In this Guarantee, unless the contrary intention appears, a reference to:-

(i) a provision of a law is a reference to that provision as amended, extended, applied or

re-enacted and includes any subordinate legislation;

(ii) a clause is a reference to a clause of this Guarantee;

(iii) unless otherwise stated, a time of day is a reference to the time in [●];

(iv) a Party or any other person includes its successors in title, permitted assigns and
permitted transferees;

(v) a person includes any individual, company, body corporate, corporation, government,
state or agency of a state, firm, partnership, joint venture, association, organisation or
trust (in each case, whether or not having separate legal personality and irrespective
of the jurisdiction in or under the law of which it was incorporated or exists) and
references to any person shall include its successors in title, permitted assigns and
permitted transferees; and

(vi) this Guarantee or any other document is a reference to this Guarantee or that other
document as amended, novated, restated, superseded or supplemented.

(c) The index to and the headings in this Guarantee are for convenience only and are to be ignored
in construing this Guarantee.

4
2 GUARANTEE AND PAYMENT COVENANT

2.1 From the Effective Date and subject to the provisions of this Guarantee, the Guarantor hereby
unconditionally and irrevocably guarantees to the Bond Trustee acting for the Bondholders the due and
punctual observance and performance by the Issuer of all its payment obligations in respect of a
Guaranteed Amount.

2.2 Following receipt of a duly completed Notice of Payment Demand issued in accordance with Clause 6
(Enforcing the Guarantee), the Guarantor undertakes to pay to the Bond Trustee acting for the
Bondholders the amounts specified under such notice in accordance with the terms of this Guarantee.

2.3 The aggregate amount payable by the Guarantor under this Guarantee shall be limited to the Maximum
Guaranteed Amount. The Guarantor is under no obligation to pay any portion of an amount referred to
under a Notice of Payment Demand which would, if paid, cause the aggregate amount paid to the Bond
Trustee acting for the Bondholders by the Guarantor under and in accordance with the terms of this
Guarantee to exceed the Maximum Guaranteed Amount. Any additional amounts required to be paid
by the Guarantor on account of Taxes pursuant to Clause 3.3 (Payment and Taxes) below shall form part
of the Maximum Guaranteed Amount and shall only be paid out by the Guarantor to the extent that
such payments would not cause the aggregate amount paid out by the Guarantor under this Guarantee
to exceed the Maximum Guaranteed Amount.

2.4 Notwithstanding any other provision of this Guarantee, the Parties agree that the Guarantor may, at its
option, meet its payment obligations to pay any Guaranteed Amount stated under any Notice of
Payment Demand by payment of such Guaranteed Amount to the Bond Trustee acting for the
Bondholders in accordance with the terms of this Guarantee.2

3 PAYMENTS AND TAXES

3.1 Payment of any amount falling due and payable by the Guarantor under this Guarantee shall be paid by
the Guarantor to the account specified by the Bond Trustee acting for the Bondholders by no later than
the date that is [fifteen (15)] Business Days after receipt of the corresponding Notice of Payment
Demand.

3.2 The Bond Trustee acting for the Bondholders agrees and acknowledges that any amounts paid to it by
the Guarantor in accordance with Clause 3.1 above, shall be applied promptly, and in any event within

2 Consider right to pay periodic principal instalments rather than accelerated amount

5
 two (2) Business Days of receipt, by the Bond Trustee acting for the Bondholders towards the
corresponding amount due and outstanding under, or in relation to, the Bond Documents.

3.3 All payments in respect of this Guarantee shall be made without set-off, counterclaim, fees, liabilities or
similar deductions, and free and clear of, and without payment, deduction or withholding for taxes,
levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected,
withheld or assessed in the Republic of Mauritius, the jurisdiction of incorporation of the Guarantor, or
any jurisdiction through, in or from which such payments are made or any political subdivision or any
taxing authority of or in any of the foregoing (Taxes), unless the Guarantor is required by law or
regulation to make any payment, deduction or withholding for or on account of Taxes.

3.4 In the event that any payment, deduction or withholding for or on account of Taxes is required by law
or regulation as described in Clause 3.3 above, the Guarantor shall pay such additional amounts as shall
be necessary in order that the net amounts received by the Bond Trustee acting for the Bondholders
after such deduction or withholding shall equal the amount which would have been receivable in the
absence of such deduction or withholding.

3.5 Subject to Clause 3.6 below, any amount falling due and payable by the Guarantor under or in
accordance with this Guarantee shall be paid by the Guarantor in [insert local currency].

3.6 If, in respect of a payment by the Guarantor under this Guarantee (the Subject Payment) which, but for
this Clause would be made in a certain currency, the Guarantor may give notice to the Bond Trustee
acting for the Bondholders as soon as practicable before the date on which the Subject Payment is due
under this Guarantee that it shall make the Subject Payment in a Substitute Currency. In such event,
the Guarantor may make the Subject Payment with an equivalent amount in the Substitute Currency
converted at the Quoted Rate of Exchange. The Bond Trustee acting for the Bondholders agrees and
acknowledges that the Guarantor, by making such payment in the Substitute Currency, shall have fully
satisfied its payment obligations in respect of the Subject Payment.

4 PRESERVATION OF RIGHTS

4.1 The obligations of the Guarantor contained in this Guarantee shall be in addition to and independent of
every other security which the Bond Trustee acting for the Bondholders may at any time hold under the
terms of the Bond Documents.

4.2 Subject to the terms of this Guarantee and in particular Clause 7, neither the obligations of the
Guarantor contained in this Guarantee nor the rights, powers and remedies conferred in respect of the
Guarantor upon the Bond Trustee acting for the Bondholders by this Guarantee or by law shall be

6
 discharged, impaired or otherwise affected by:

(a) the insolvency, liquidation, winding up, dissolution, administration or reorganisation of the
Issuer or any other person liable or any change in the status, function, control or ownership of
the Issuer;

(b) any of the obligations of the Issuer or any other person under the Bond Documents being or
becoming illegal, invalid, unenforceable or ineffective in any respect;

(c) any time or other indulgence being granted or agreed to be granted to the Issuer or any other
person in respect of any of its obligations under the Bond Documents;

(d) any failure to take, or fully to take, any security contemplated by the Bond Documents or
otherwise agreed to be taken in respect of the Issuer's obligations under the Bond Documents;

(e) any failure to realise or fully to realise the value of, or any release, discharge, exchange or
substitution of, any security taken in respect of the Issuer's obligations under the Bond
Documents; or

(f) any other act, event or omission which, but for this Clause 4.2 might operate to discharge,
impair or otherwise affect any of the obligations of the Guarantor contained in this Guarantee
or any of the rights, powers or remedies conferred upon the Bond Trustee acting for the
Bondholders by the Bond Documents, this Guarantee or by law.

5 GUARANTOR'S RIGHTS

Subject to payment in full by the Guarantor of any Guaranteed Amount demanded in accordance with
this Guarantee, the Guarantor may exercise (but shall not be obliged to exercise) any rights and
remedies that it may have at any time under any agreement or otherwise including without limitation:

(a) to be indemnified by the Issuer;

(b) to claim contribution from any other guarantor of the Issuer’s obligations under or in respect
of the Medium Term Bond Programme;

(c) to take benefit (in whole or in part whether by way of subrogation or otherwise) of any rights
of the Bond Trustee acting for the Bondholders under the Trust Deed or any other guarantee
or security taken pursuant to, or in connection with the Trust Deed;

7
 (d) to bring legal or other proceedings for an order requiring the Issuer to make any payment, or
perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking
or indemnity;

(e) to exercise any rights of set-off against the Issuer;

(f) to claim or prove as a creditor of the Issuer; and/or

(g) to take such other action as it deems necessary in order to protect its rights.

6 ENFORCING THE GUARANTEE

6.1 Following the occurrence of a Non-payment Event, the Bond Trustee acting for the Bondholders shall
promptly, and in any event within three (3) Business Days of the occurrence of such Non-payment Event,
deliver a Notice of Non-payment to the Guarantor.

6.2 Following delivery of a Notice of Non-payment in accordance with Clause 6.1 above, the Bond Trustee
acting for the Bondholders agrees to consult with the Guarantor to consider possible strategies and
courses of action to remedy the Non-payment Event during the Waiting Period.

6.3 If the Issuer has not remedied the Non-payment Event within the Waiting Period, the Bond Trustee
acting for the Bondholders may, within five (5) Business Days after the end of the Waiting Period, deliver
an irrevocable Notice of Payment Demand to the Guarantor which shall:

(a) confirm the details of the Non-payment Event which is continuing; and

(b) specify the exact amount which the Bond Trustee acting for the Bondholders seeks to claim
under this Guarantee.

6.4 Provided that the form of any Notice of Payment Demand received is substantially as set out in Schedule
1 (Form of Notice of Payment Demand) and the amount claimed does not breach the terms of this
Guarantee (in particular Clause 2 (Guarantee and Payment Covenant)), the Guarantor shall pay all
amounts claimed under any such Notice of Payment Demand in accordance with Clause 3 (Payments
and Taxes).

6.5 Before exercising any of the rights, powers or remedies conferred upon it under or in accordance with
this Guarantee or by law, the Bond Trustee acting for the Bondholders is not obliged or required first:

8
 (a) to make any demand of the Issuer;

(b) to take any action or obtain judgment in any court against the Issuer;

(c) to make or file any claim or proof in a winding up or dissolution of the Issuer; or

(d) to enforce or seek to enforce any security taken in respect of any of the obligations of the Issuer
under the Bond Documents.

7 BOND TRUSTEE ACTING FOR THE BONDHOLDERS'S OBLIGATIONS

7.1 The Bond Trustee acting for the Bondholders hereby covenants that it shall promptly, and in any event
within three (3) Business Days of receipt or dispatch (as the case may be), deliver to the Guarantor
copies of any notices or information of any kind received or made in respect of the Bond Documents.

7.2 The Bond Trustee acting for the Bondholders shall promptly, at the expense of the Issuer, comply in all
respects with the relevant laws, regulations and policies of or issued by the Central Bank of [country of
Issuer] in order to facilitate and enable all payments falling due and payable in accordance with the
terms of this Guarantee to be paid into and/or out of [country of Issuer] by any Party to any other Party,
as the case may be, (including, but not limited to, entering into, providing certified copies of and/or
executing any corporate authorisations, certificates, notices or other documents required in accordance
with this clause, together with the requisite exemption and permission granted by the Central Bank of
[country of Issuer] in respect of any anticipated outward remittances from [country of Issuer]).

7.3 The Bond Trustee acting for the Bondholders shall not, without the prior written consent of the
Guarantor, amend, vary, waive or release (or agree or consent to any of the same) any term of any of
the Bond Documents or any security or guarantees granted to pursuant to or in relation to the Bond
Documents.

7.4 The Bond Trustee acting for the Bondholders shall not, without the prior written consent of the
Guarantor, give any consent, instruction, vote or exercise any right to take action under a Bond
Document.

7.5 If, at any time after the delivery of a Notice of Payment Demand to the Guarantor but before a payment
by the Guarantor of the Guaranteed Amount relating to that Notice of Payment Demand, the Bond
Trustee acting for the Bondholders recovers any money or asset from the Issuer or any other person in
respect of any Guaranteed Amount relating to that Demand (the Recovered Amount), the Bond Trustee
acting for the Bondholders shall promptly, and in any event no later than two (2) Business Days following

9
 such recovery, provide details of the recovery to the Guarantor (with a copy to the Issuer) and the Bond
Trustee acting for the Bondholders shall withdraw and revoke such Notice of Payment Demand to the
extent of an amount equal to such Recovered Amount.

7.6 If, at any time after payment by the Guarantor of a Guaranteed Amount, the Bond Trustee acting for
the Bondholders recovers a Recovered Amount, the Bond Trustee acting for the Bondholders must as
soon as reasonably practicable provide details of the recovery to the Guarantor (with a copy to the
Issuer) and the Bond Trustee acting for the Bondholders shall pay to the Guarantor an amount equal to
its pro rata share of such Recovered Amount.

7.7 Promptly upon the making of any payment by the Guarantor under this Guarantee, the Bond Trustee
acting for the Bondholders hereby covenants and agrees to take any such action as reasonably required
by the Guarantor and to give all reasonable assistance to enable the Guarantor to preserve and/or
exercise and/or enforce any such rights and remedies as are reasonably required by the Guarantor
including without limitation in relation to any subrogation, assignment, transfer or novation of all or any
part of the Bond Trustee acting for the Bondholders' rights, powers and remedies under the Bond
Documents and this Guarantee insofar as those rights relate to and are proportionate to the payments
made by the Guarantor under this Guarantee.

8 REPRESENTATIONS AND WARRANTIES

8.1 The Guarantor represents that:

(a) it is a corporation duly organised under the laws of its incorporation and has the necessary
power to enable it to enter into and perform its payment obligations under this Guarantee;

(b) this Guarantee constitutes its legal, valid and binding and enforceable obligation; and

(c) all necessary authorisations to enable it to enter into this Guarantee have been obtained and
are in full force and effect.

8.2 The Bond Trustee acting for the Bondholders represents that:

(a) it is a [banking company] duly organised under the laws of its incorporation and has the
necessary power to enable it to enter into and perform all its obligations under this Guarantee;

(b) this Guarantee constitutes its legal, valid and binding and enforceable obligation; and

10
 (c) all necessary authorisations to enable it to enter into this Guarantee have been obtained and
are in full force and effect.

9 CONTINUING GUARANTEE

9.1 Subject to Clause 2.2 (Guarantee and Payment Covenant) and Clause 13 (Expiry and Termination), the
obligations of the Guarantor contained in this Guarantee shall constitute and be continuing obligations
notwithstanding any settlement of account or other matter or thing whatsoever, and shall not be
considered satisfied by any intermediate payment or satisfaction of all or any of the obligations of the
Issuer under the Bond Documents and shall continue in full force and effect until the earlier of:

(a) the final payment in full of all amounts guaranteed by the Guarantor in accordance with this
Guarantee and owed by the Issuer under the Bond Documents; or

(b) the total aggregate amount paid to the Bond Trustee acting for the Bondholders by the
Guarantor under and in accordance with the terms of this Guarantee is equal to the Maximum
Guaranteed Amount.

10 SET-OFF

The Bond Trustee acting for the Bondholders shall not at any time apply any credit balance to which the
Guarantor is entitled on any account maintained with the Bond Trustee acting for the Bondholders in
any currency, in satisfaction of any sum due and payable from the Guarantor to the Bond Trustee acting
for the Bondholders but unpaid.

11 AMENDMENTS AND WAIVERS

11.1 Unless expressly provided for in this Guarantee, any term of this Guarantee may be amended or waived
only with the consent of the Guarantor and the Bond Trustee acting for the Bondholders and any such
amendment or waiver will be binding on each Party.

12 NOTICES

Any notice, demand to be made by one person to another in respect of this Guarantee may be served
only by leaving it at each of the address(es) specified below, as the case may be, (or such other
address(es) as such other person may previously have specified in writing) or by letter posted by prepaid
first-class post to such address(es) (which shall be deemed to have been served on the fifth day following
the date of posting), or by email to the email address specified below (or such other email as such person

11
may previously have specified in writing) which shall be deemed to have been received when the email
is received in legible form.

For the Bond Trustee acting for the Bondholders:

Attention: [●]

Address: [●]

Email: [●]

Tel: [●]

For the Guarantor (each of the following):

Attention: The Issuer Secretary

Address:

GuarantCo Ltd
Alexander House
35 CyberCity
Ebene
Mauritius

Tel: [●]

Attention: Portfolio

Address:

GuarantCo Ltd
c/o GuarantCo Management Company Limited

12
 6 Bevis Marks
London EC3A 7BA

Tel: [●]

Email: [email protected]

13 EXPIRY AND TERMINATION3

13.1 This Guarantee shall expire on the earliest to occur of:

(a) the date on which all Guaranteed Amounts outstanding under the Bond Documents have been
repaid in full; and

(b) the date on which the total aggregate amount paid to the Bond Trustee acting for the
Bondholders by the Guarantor under and in accordance with the terms of this Guarantee is
equal to the Maximum Guaranteed Amount,

provided always that this Guarantee shall expire and no further claim may be made under this
Guarantee on and from the date falling five (5) Business Days after the Final Repayment Date (such date
being the Final Claim Date). For the avoidance of doubt, the terms of this Guarantee shall apply to a
Notice of Payment Demand, and any subsequent and related notice issued in accordance with the terms
of this Guarantee, which has been notified by the Bond Trustee acting for the Bondholders to the
Guarantor by 12 noon in London on or prior to the Final Claim Date.

13.2 The Guarantor may terminate this Guarantee with immediate effect if the Bond Trustee acting for the
Bondholders is in breach of its obligations under Clause 7.

13.3 If the Guarantor becomes aware that it is unlawful in any applicable jurisdiction or contrary to any
official sanctions to which it may be subject to from time to time for it to perform any of its obligations
under this Guarantee, the Guarantor:

(a) shall promptly notify the Bond Trustee acting for the Bondholders and the Issuer of the same
in writing;

13
 (b) shall, for a period of no less than thirty (30) days starting on the date of the notice delivered
under sub-Clause 13.2(a) above, discuss with the Bond Trustee acting for the Bondholders in
good faith alternative arrangements for continuing to perform its obligations under this
Guarantee without it contravening any law or sanction or, if such alternative arrangements are
not possible in the opinion of the Guarantor (acting reasonably), supporting any steps taken to
replace the Guarantor as the guarantor under this Guarantee.[; and

(c) may, in any event, no less than 60 days after delivery of the notice delivered under paragraph
(i) above by way of written notice to the Bond Trustee acting for the Bondholders, immediately
cancel, terminate and reduce to zero its obligations under this Guarantee.

13.4 Voluntary cancellation

(a) At any time after the date of this Guarantee, the Issuer, with prior written consent of the Bond
Trustee may give the Guarantor not less than 180 days' prior written notice of its intention to
procure that the Guarantor's liability under the Guarantee is reduced to zero. Any such notice
given by the Issuer shall be irrevocable.

(b) Upon the expiry of the 180 day notice period referred to in paragraph (a) above, and provided
that the Bond Trustee acting for the Bondholders has consented in writing to the same, the
Guarantor's liability under the Guarantee shall automatically:

(i) be reduced to zero without any further action required by any Party; and

(ii) be incapable of reinstatement in any form or manner whatsoever (except with the
prior written consent of the Guarantor),

provided that if the Bond Trustee acting for the Bondholders does not consent the Guarantor’s
liability under this Guarantee shall continue in accordance with the terms of this Guarantee.

14 ASSIGNMENTS AND SUCCESSORS

14.1 The Bond Trustee acting for the Bondholders shall not at any time assign all or any of its rights or benefits
under this Guarantee without the prior written consent of the Guarantor (such consent not to be
unreasonably withheld or delayed).

14.2 The Bond Trustee acting for the Bondholders shall not transfer, novate or assign (or agree or consent to
the same) any of its rights, interests or claims under the Bond Documents or any related security unless

14
 the Guarantor has previously agreed to or consented in writing thereto (such consent not to be
unreasonably withheld or delayed).

14.3 The Guarantor will not assign or transfer its rights and/or obligations under this Guarantee to any party
without the prior written consent of the Bond Trustee acting for the Bondholders (such consent not to
be unreasonably withheld or delayed) provided that the Guarantor may assign to an Affiliate without
such prior consent.

15 PARTIAL INVALIDITY

If at any time, any provision of this Guarantee is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining
provisions of this Guarantee nor of such provisions under the law of any other jurisdiction shall in any
way be affected or impaired thereby. The Parties shall use reasonable endeavours to replace the illegal,
invalid or unenforceable provision with a legal, valid and enforceable provision the effect of which is as
close as possible to the intended effect of the illegal, invalid or unenforceable provision.

16 WAIVER OF IMMUNITY

The Parties agree that in any legal action or proceedings against it or its assets in connection with this
Guarantee, no immunity from such legal action or proceedings (which shall include, without limitation,
suit, attachment prior to judgement, other attachment, the obtaining of judgement, execution or other
enforcement) shall be claimed by or on behalf of the Guarantor or with respect to its assets. Each Party
irrevocably waives any such right of immunity which it or its assets now have or may hereafter acquire
or which may be attributed to it or its assets and consents generally in respect of any such legal action
or proceedings to the giving of any relief or the issue of any process in connection with such action or
proceedings including, without limitation, the making, enforcement or execution against any property
whatsoever, (irrespective of its use or intended use) of any order or judgement which may be made or
given in such action or proceedings.

17 THIRD PARTY RIGHTS

Unless expressly provided to the contrary in this Guarantee, a person who is not a party to this
Guarantee may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and,
notwithstanding any term of this Guarantee, no consent of any third party is required for any
amendment (including any release or compromise of any liability) or termination of this Guarantee.

15
18 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Party, any right or remedy under
this Guarantee shall operate as a waiver, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise or the exercise of any other right or remedy. The rights and
remedies provided in this Guarantee are cumulative and not exclusive of any rights or remedies provided
by law.

19 COUNTERPARTS

This Guarantee may be executed in any number of counterparts, and this has the same effect as if the
signatures on the counterparts were on single copy of this Deed.

20 GOVERNING LAW

This Guarantee and any non-contractual obligations arising out of it are governed by English law.

21 ARBITRATION

21.1 Arbitration

Subject to Clause 0, any dispute (a “Dispute”) arising out of or in connection with this Guarantee
(including a dispute regarding the existence, validity or termination of this Guarantee or the
consequences of its nullity shall be referred to and finally resolved by arbitration under the Arbitration
Rules (the "Rules") of the London Court of International Arbitration (“LCIA”), which Rules are deemed
to be incorporated into this Clause 211 (Arbitration).

21.2 Procedure for arbitration

The arbitral tribunal shall consist of one arbitrator who shall be Queen's Counsel in London of at least
five year's standing. The seat of arbitration shall be London, England and the language of the arbitration
shall be English.

21.3 Recourse to courts

For the purpose of arbitration pursuant to this Clause 211 (Arbitration), the Parties waive any right of
application to determine a preliminary point of law or appeal on a point of law under Sections 45 and
69 of the Arbitration Act 1996.

16
21.4 Option to refer to court

Before an arbitrator has been appointed to determine a Dispute, the Bond Trustee acting for the
Bondholders or the Guarantor may by notice in writing to all other Parties to this Guarantee require that
all Disputes or a specific Dispute be heard by a court of law. If the Bond Trustee acting for the
Bondholders or the Guarantor gives such notice, the Dispute to which such notice refers shall be
determined in accordance with Clause 222 (Enforcement) below.

22 ENFORCEMENT

22.1 Jurisdiction

(a) Subject to the Bond Trustee acting for the Bondholders or the Guarantor giving the notice
referred to in clause 21.4 above, the courts of England have exclusive jurisdiction to settle any
Dispute. The Parties submit to the exclusive jurisdiction of the courts of England, agree that
the courts of England are the most appropriate and convenient courts to settle Disputes and
accordingly no Party will argue to the contrary.

(b) If notice under Clause 21.4 is given after service of any request for arbitration in respect of a
particular Dispute or Disputes, the Bond Trustee acting for the Bondholders or the Guarantor
giving such notice must also promptly give notice to the Registrar of the LCIA that such Dispute
or Disputes will be settled by the courts. Upon receipt of such notice by the Registrar of the
LCIA, the arbitration will immediately terminate. This termination is without prejudice to:

(i) the validity of any act done or order made by the court in support of that arbitration
before the arbitration is terminated; and

(ii) the date on which any claim or defence was raised for the purpose of applying any
limitation bar or any similar rule or provision.

23 SERVICE OF PROCESS

(a) Without prejudice to any other mode of service allowed under any relevant law GuarantCo:

(i) irrevocably appoints GuarantCo Management Issuer Limited, incorporated and

registered in England and Wales with company number 10041968 whose registered
office is at 6 Bevis Marks, London EC3A 7BA as its agent for service of process in
relation to any proceedings before the English courts in connection with this

17
 Guarantee; and

(ii) agrees that failure by a process agent to notify the Guarantor of the process will not
invalidate the proceedings concerned.

(b) Without prejudice to any other mode of service allowed under any relevant law, Bond Trustee
acting for the Bondholders:

(i) irrevocably appoints [⚫], incorporated and registered in England and Wales with
company number [⚫] whose registered office is at [⚫] as its agent for service of
process in relation to any proceedings before the English courts in connection with this
Guarantee; and

(ii) agrees that failure by a process agent to notify the Bond Trustee acting for the
Bondholders of the process will not invalidate the proceedings concerned.

IN WITNESS WHEREOF this Guarantee has been executed as a deed by Bond Trustee acting for the Bondholders
and as a deed by the Guarantor and is hereby delivered by each of them as a deed on the date specified first
above.

18
 SCHEDULE 1

Form of Notice of Payment Demand

From: [Name of Bond Trustee acting for the Bondholders], (the "Bond Trustee acting for the
Bondholders")

To: GuarantCo Ltd, as Guarantor

Copy: [●], as Issuer under the Financing

201[●]

Dear Sirs

Deed of Guarantee between the Guarantor and the Bond Trustee acting for the Bondholders, dated [●] (the
"Guarantee")

1 We refer to the Guarantee. This is an irrevocable Notice of Payment Demand issued in accordance with
Clause 6.1 (Enforcing the Guarantee) of the Guarantee.

2 Unless defined in this Notice of Payment Demand, terms defined in the Guarantee have the same
meaning in this Notice of Payment Demand.

3 We hereby confirm that on [insert date] a Non-payment Event has occurred. It is further confirmed that
this Non-payment Event is not merely of a technical or administrative nature.

4 As a result of the Non-payment Event identified under paragraph 3 above, an amount equal to [insert
currency] [●] (the Outstanding Amount) is currently due and payable by the Issuer to the Bond Trustee
acting for the Bondholders.

5 Subject, and without prejudice, to the terms of the Guarantee, we hereby request that you, as Guarantor
under the Guarantee, pay an amount, in aggregate, equal to the Outstanding Amount to the following
accounts:

Pay to:
SWIFT Code:
For Account of:

19
 SWIFT Code:
Account Number:
Currency: USD

6 This Notice of Payment Demand is irrevocable and any contractual or non-contractual obligation arising
out of or in connection with it shall be construed in accordance with and governed by English law.

……………………………..
authorised signatory for and on behalf of
[●]
as Bond Trustee acting for the Bondholders

20
 SCHEDULE 2

Form of Notice of Non-payment

From: [Name of Bond Trustee acting for the Bondholders], (the "Bond Trustee acting for the
Bondholders")

To: GuarantCo Ltd, as Guarantor

Copy: [●], as Issuer

201[●]

Dear Sirs

Deed of Guarantee between the Guarantor and the Bond Trustee acting for the Bondholders, dated [●] (the
"Guarantee")

1 We refer to the Guarantee. This is a Notice of Non-payment issued in accordance with Clause 6.1
(Enforcing the Guarantee) of the Guarantee.

2 Unless defined in this Notice of Payment Demand, terms defined in the Guarantee have the same
meaning in this Notice of Non-payment.

3 We hereby confirm that on [insert date] a Non-payment Event has occurred.

4 As a result of the Non-payment Event identified under paragraph 3 above, an amount equal to [insert
currency] [●] (the Outstanding Amount) is currently due and payable by the Issuer to the Bond Trustee
acting for the Bondholders.

5 Please acknowledge receipt of this Notice of Non-payment upon receipt.

……………………………..
authorised signatory for and on behalf of
[●]
as Bond Trustee acting for the Bondholders

21
22
 SIGNATORIES

Guarantor

EXECUTED as a DEED )
by GUARANTCO LTD )
as Guarantor )
by its duly authorised signatories )

Name:
Title: Authorised Signatory

Name:
Title: Authorised Signatory

Bond Trustee acting for the Bondholders

EXECUTED as a DEED )
by [NAME] )
as Bond Trustee acting for the Bondholders )
by its duly authorised signatories )

Director

Director

23