| 1. |
Guarantee: The Guarantor hereby irrevocably and unconditionally guarantees the timely performance of the obligation of the
Counterparty to provide the use and hire of the Vessel to UGC in relation to the hire payable in advance by UGC in accordance with Clause 4 of the Contact (the “Obligation”). UGC acknowledges and
agrees that the Guarantor shall only be obligated to pay money and shall have no obligation to perform otherwise under the Contract, including, without limitation, to sell, deliver, supply or transport any commodity.
|
| 2. |
Payment Demand and Terms of Payment: If the Counterparty fails or refuses for whatever reason to fulfil the Obligation, UGC
shall notify the Guarantor in writing of the manner in which the Counterparty has failed to perform and demand that payment be made by the Guarantor under this Guarantee (a “Payment Demand”).
|
| 3. |
Waivers: This is an unconditional and absolute on demand Guarantee (Garantie) and not merely a surety (Bürgschaft).
Therefore Guarantor hereby waives (a) any right to assert any counterclaim or other defenses before payment and to exercise any right to set-off; (b) any right to require that any action or proceeding be brought against the Counterparty
or any other person; and (c) to require that UGC seek enforcement of any other credit support or performance assurance securing the fulfillment of the Obligation, prior to any action against the Guarantor under the terms hereof.
|
| 4. |
The Guarantor hereby consents to the renewal, compromise, extension, acceleration or other changes in the time of performance of or other changes in the terms of the Obligation of the Counterparty under the Contract, or any part thereof
or any changes or any other modifications to the terms of the Contract.
|
| 5. |
Assignment: The Guarantor shall not, without the prior written consent of UGC, assign to any entity its rights or
obligations under this Guarantee. UGC may at any time with the prior written consent (not to be unreasonably withheld) of the Guarantor assign the whole or any part of its rights under this Guarantee to any person to whom the whole or any
part of the rights of UGC under the Contract has been assigned.
|
| 6. |
Subrogation: The Guarantor agrees that it shall not exercise any right which it may at any time have (a) to be indemnified
by the Counterparty or (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any right of UGC or of any other security taken in respect of the Counterparty’s Obligation.
|
| 7. |
Termination: This Guarantee shall terminate on the expiration of the hire period under the Contract. UGC and the Guarantor
acknowledge and agree that termination and cancellation of this Guarantee shall be considered earlier upon receipt by UGC of the Counterparty’s audited financial statements for the year ending December 31, 2022 and based on UGC’s internal
credit assessment the creditworthiness of the Counterparty will be considered adequate to cancel this Guarantee.
|
| 8. |
Representations and warranties: The Guarantor represents and warrants that:
|
| 9. |
Miscellaneous: This Guarantee shall be binding upon the Guarantor, its successors and assigns and inure to the benefit of
and be enforceable by UGC, its successors and assigns.
|
|
/s/ Stamatios Tsantanis
|
/s/ Martin Rozendaal
|
||
|
/s/ Alexandre Antunes
|
|||
|
|
|
||
|
Stamatios Tsantanis
|
Martin Rozendaal
|
||
|
Alexandre Antunes
|
|||
|
For and on behalf of the
|
For and on behalf of
|
||
|
Guarantor
|
Uniper Global Commodities SE
|
||