This Deed of Guarantee and Indemnity

Guarantor: (guarantor)

(insert name(s) of guarantor(s) if appropriate “as trustees of…”)

Is given by

TSB Bank Limited

Notice address: TSB Centre, 120 Devon Street East

PO Box 240, New Plymouth 4340

Fax: 06 968 3752

Email: lending@tsbbank.co.nz

Borrower: (borrower)

(insert name(s) of borrower(s) if appropriate “as trustees of…”)

In respect of money and obligations owed to TSB Bank by

In favour of

• In this deed, “we”, “us”, “our” and “TSB Bank” means TSB Bank Limited.

• “You” means the guarantor and each of you separately and all of you together. “Your” has a corresponding meaning.

• This is a deed of guarantee and indemnity for all obligations of the borrower to us from time to time.

• Before you sign this guarantee, you should read it carefully and ensure that you understand your obligations under it.

Important

Limitation of guarantee and indemnity (delete whichever is not applicable)

• There is no limit on the amount to be paid under this guarantee.

• The amount to be paid under this guarantee is limited to NZ$ plus the amount referred to in clause 6.

Limitation

ASM-100413-642-117-V5

Date: / /

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Index

1. Interpretation ...................................................................................3

2. Guarantee .........................................................................................3

3. What is covered by this guarantee? ...............................................4

4. What you agree to pay ....................................................................4

5. Nature of your obligations ..............................................................4

6. Limitation of liability under this guarantee ...................................5

7. Can you make any deduction from money you may pay under this guarantee? ................................................................................5

8. What can we do with money paid to us? ......................................5

9. We can change the arrangements with the borrower without your consent .....................................................................................5

10. What do we have to tell you? .........................................................5

11. Liability under this guarantee remains ..........................................6

12. You cannot obtain security from the borrower ..............................6

13. This guarantee is independent of any other security ...................6

14. We have priority in getting paid by the borrower.........................6

15. Refund of payments to the borrower .............................................6

16. Payments to be in New Zealand currency .....................................6

17. Cancellation of your obligations .....................................................6

18. What happens after cancellation of your obligations under this guarantee? .......................................................................................7

19. Use of money in your accounts .......................................................7

20. We can provide information to you in electronic form .................7

21. How can we give notices to you? ...................................................7

22. Your obligations continue after death or bankruptcy ....................8

23. Obligations of guarantor joint and several .....................................8

24. Obligations where there is more than one borrower ...................8

25. If the borrower is or becomes a partnership .................................8

26. What information can we collect, use and disclose? ....................8

27. We can transfer our rights against you ..........................................8

28. New Zealand law applies to this guarantee ..................................8

29. If you are a trustee ..........................................................................8

30. If you are a company .......................................................................8

31. Attorney ............................................................................................9

32. Acknowledgement...........................................................................9

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1. Interpretation

(a) Definitions

In this guarantee, unless the context otherwise requires:

bankruptcy includes liquidation, receivership, statutory management, administration, reconstructions, striking off or removal from the register under

the Companies Act 1993, winding up, dissolution, assignment for the benefit of creditors, arrangement or compromise with creditors or bankruptcy, and

“bankrupt” shall have a corresponding meaning.

borrower means the person or persons described on page 1 of this guarantee as the borrower and, if more than one person, includes each of them

separately and all of them together.

financial accommodation means any financial facility of any nature whatsoever provided to or for the accommodation of the borrower which is

included in the definition of guaranteed moneys.

guarantee means this document.

guaranteed arrangements has the meaning given to it in clause 3.

guaranteed moneys has the meaning given to it in clause 3.

guarantor means the person described on page 1 of this guarantee as the guarantor and is also referred to as “you” and “your”.

security means any mortgage, general security agreement, specific security agreement, security, claim or other right held by us from or against the

borrower, you or anyone else in relation to the guaranteed moneys now or in the future.

unarranged interest rate means the interest rate charged by us where no formal agreement or arrangement has been made with the borrower for the

provision of financial accommodation.

upon demand means upon demand being made in writing signed by us or our agent.

working day means a day (other than a Saturday or Sunday) on which banks are open for general banking business in the province in which the act is

to be done.

(b) General

Unless otherwise stated or the context otherwise requires, this guarantee shall be construed as follows:

• headings are inserted for reference only and shall be ignored in construing this guarantee;

• words referring to one gender include the other genders and singular words include the plural and vice versa;

• references to a document are references to that document as amended, novated or substituted from time to time;

• terms that are in bold in this guarantee have the meaning as set out in clause 1.a;

• references to clauses are references to clauses in this guarantee;

• reference to a statute is a reference to that statute as amended or substituted from time to time. Reference to a statute includes a reference to all

regulations or rules as may be passed under that statute;

• reference to a party to this guarantee includes the executors, representatives, successors and permitted assigns of that party;

• “person” includes any individual, company, partnership, joint venture, trust, unincorporated body or association whether or not they have separate

legal personality.

2. Guarantee

You have asked us to give, or to continue to give, financial accommodation to the borrower or not to take immediate action to enforce the borrower’s

obligations to us.

In exchange for us doing either or both of these things, and by entering into this guarantee, you unconditionally guarantee the borrower will:

• pay to us, on time, the guaranteed moneys referred to in clause 3; and

• do what the borrower is required to do under the guaranteed arrangements referred to in clause 3.

We can demand that you, as well as or instead of the borrower, pay some or all of the guaranteed moneys when it is payable.

You must then immediately pay that amount upon demand.

If you do not pay an amount when we demand it, then among other things:

• we can sue you; and/or

• if you have given a mortgage or other security which secures the obligations under this guarantee, we can enforce such security; and/or

• we can apply any moneys owed by us to you in or towards satisfaction of the guaranteed moneys by way of set-off.

Any guaranteed moneys received by us under this guarantee will not satisfy any of your obligations under this guarantee until any such amounts received

by us are cleared and immediately available to us.

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3. What is covered by this guarantee?

(a) This guarantee is a continuing guarantee and relates to all money that the borrower (whether alone or with one or more others) may owe to us now or

in the future for any reason (the guaranteed moneys).

At any time the guaranteed moneys includes:

• money that the borrower actually does owe or will owe us, whether it is principal, interest or otherwise;

• money that we may claim from the borrower including debts assigned or transferred to us by a third party;

• money that the borrower contingently owes us (money is contingently owed where the borrower has an obligation to pay it to us upon the

happening of a specified event);

• money that the borrower may become liable to pay us if something happens or is discovered, even where there is no existing obligation to pay it, so

long as the liability of the borrower arises out of or in relation to circumstances existing, foreseeable or contemplated at the time of the happening

or discovery;

• money (including money of the type set out in the above paragraphs) that the borrower would have owed us but for any legal problem

(see clause 11 ).

The guaranteed moneys include, in each case, any money that the borrower may owe to us together with one or more others.

(b) This guarantee also relates to all arrangements that the borrower (whether alone or with one or more others) may owe to us now or in the future for

any reason (the guaranteed arrangements).

At any time, the guaranteed arrangements will include (but not be limited to) any contract, mortgage, agreement, document, arrangement or dealing

of any sort (whether or not it is in writing between us and the borrower (whether or not with others)), including where we become a party to a

guaranteed arrangement because of an assignment.

4. What you agree to pay

(a) Payment of guaranteed moneys

You agree to pay the guaranteed moneys whenever we make a written demand for it to you. We may make any number of demands, each of which

may be for the payment of all or part of the guaranteed moneys at the time the demand is made.

(b) Costs and expenses

You must pay to us all costs and liabilities of any nature, including valuation fees and legal fees on a solicitor and own client basis, incurred by us in

relation to:

• the negotiation, preparation and signing of this guarantee and any security for your obligations under this guarantee; and

• the exercise, contemplated exercise or attempted exercise of any of our rights, powers or remedies relating to this guarantee or any security for this

guarantee.

(c) Interest

You must pay to us interest on all amounts which we demand that you pay under this guarantee including interest. You must pay the interest after as

well as before any judgment of a Court.

The interest on each amount demanded will be calculated:

• from the date we demanded payment of the amount from either the borrower or you;

• on the daily balance of the amount still unpaid; and

• at the same rate as applied to the guaranteed moneys under the relevant arrangement. If there is no such rate, interest will accrue at the rate

certified by an officer of ours or at our unarranged interest rate. If the rate changes, the changed rate applies from the day the changed rate

becomes generally applicable.

We may, at the end of any period determined by us, debit any of your accounts with unpaid interest. Any interest so debited to any of your accounts

shall itself bear interest as provided in this clause.

(d) Government charges

You must pay any government duties, taxes of any nature and charges in respect of this guarantee, any security provided as security for the obligations

set out in this guarantee and payments and receipts under them. If we pay any such amount, you must reimburse it upon demand.

5. Nature of your obligations

This guarantee imposes on you a principal obligation. In addition to the guarantee obligations, you agree to perform the obligations of the borrower as if

you were the borrower. This means that we can require you to pay the guaranteed moneys whether or not we have made demand on the borrower.

Your liability under this guarantee is independent and unconditional. It does not depend on any other right or obligation and is not subject to any

conditions. Your liability is not affected by anything which might otherwise release you from all or part of your obligations, or in any way limit them.

It is specifically agreed that liability is not affected by:

• us not exercising any of our rights against the borrower or anyone else;

• us making any arrangement that takes away or limits our rights or our freedom to exercise them, whether those rights concern the borrower or

anyone else;

• us fully or partly discharging or releasing any security provided by the borrower or anyone else;

• us agreeing to the variation of the terms or to the termination of the guarantee of any other guarantor of the guaranteed moneys;

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• the borrower becoming bankrupt;

• us giving the borrower or anyone else time to pay or any other concession;

• us making any other transaction or arrangement with the borrower or anyone else; or

• us not taking any security or not having any security, even if the security was mentioned to you.

“anyone else” includes anyone who signs this guarantee. It also includes anyone who gives security to us or anyone else.

6. Limitation of liability under this guarantee

Although this guarantee relates to all of the guaranteed moneys, if a limit on this guarantee is set out on the front page of this guarantee, you will not

have to pay more in respect of the guaranteed moneys than the amount of that limit plus an amount equal to 12 months’ interest on that amount.

However, in addition to that amount, we may require you to pay:

• interest under clause 4 on any amount you owe us under this guarantee if you do not pay upon demand; and

• expenses, fees and any government duties, taxes and charges and other amounts under clause 4.

If there is no limit set out on the front page of this guarantee, there is no limit on the amount we can recover from you under this guarantee.

7. Can you make any deduction from money you may pay under this guarantee?

You promise not to make any payment subject to any condition, restriction or claim you may have against us.

You may only make a withholding or deduction from money you are required to pay to us under this guarantee if the withholding or deduction is required

by law.

If the law requires you to make a withholding or deduction, then you must:

• ensure that the withholding or deduction is for not more than the minimum amount required by law;

• ensure that the withholding or deduction is paid to the relevant revenue or government authority by the due date for payment;

• send to us within 30 days of the withholding or deduction a receipt showing that the withholding or deduction has been paid to the relevant revenue or

government authority; and

• increase the amount you are required to pay us so that we receive the amount we would have received had there been no withholding or deduction.

8. What can we do with money paid to us?

Any money we receive to reduce the borrower’s debts to us may be used to pay off any part of the borrower’s debts at our sole discretion. For example,

if the borrower owes us two amounts of money and you have guaranteed only one of them, we may use money we receive towards paying the other one

first.

We may open a separate or new account and credit payments received through that new account and not the account guaranteed by you, so you will

remain liable for the full amount despite that payment.

9. We can change the arrangements with the borrower without your consent

Subject to clause 10, we can enter into new arrangements with the borrower or any of you or can change or replace the existing arrangements at any time.

The borrower and any of you may do whatever business they wish with each other. They do not have to obtain your consent to do those things.

This guarantee applies to any new or replacement arrangements and to any arrangements as changed. It does not matter that the guaranteed moneys

may increase because of the new or replacement arrangements, or change.

However, if a limit is set under clause 6, then you are not liable to pay any more than the limit and the other monies referred to in clause 6 , no matter

what new arrangements or changes to existing ones are made.

If no limit is set, then you are liable to pay all the guaranteed moneys including money owed to us under new, replacement or changed arrangements with

the borrower.

10. What do we have to tell you?

If this guarantee relates to a consumer credit contract within the meaning set out in the Credit Contracts and Consumer Finance Act 2003, we must provide

you with a copy of this guarantee and all information, statements and other matters required so as to assist you to reach an informed decision as to

whether or not to give this guarantee and to enable you to be reasonably aware of the full implications of giving this guarantee. We will also provide

you with:

• the terms of any consumer credit contract between the borrower and us to which this guarantee applies;

• the terms of any new consumer credit contract between the borrower and us to which this guarantee applies; and

• any applicable new terms when a consumer credit contract to which this guarantee applies is modified in certain ways.

Apart from the above, we do not have to do anything in relation to, or have an ongoing obligation to tell you of anything concerning the borrower’s:

• affairs;

• finances; or

• transactions with us.

It is your responsibility to find these things out from the borrower.

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11. Liability under this guarantee remains

If in any circumstances we have no legal right to recover any amount of the guaranteed moneys from the borrower, or the borrower does not owe an

amount to us that would otherwise have been included in the guaranteed moneys, you must pay the amount to us. That amount is part of the guaranteed

moneys for the purposes of this guarantee. This applies even if we should have known about the problem. It applies even if the borrower could never

have been required to pay any such amount to us.

Your obligation under this clause 11 is a separate obligation from your obligations under clause 2.

If any clause in this guarantee is not enforceable in any country because of the laws of that country, then that will not affect:

• the other clauses in this guarantee; or

• the enforceability of that clause in any other country.

12. You cannot obtain security from the borrower

You must not take or hold any security from the borrower or anyone else for your obligations under this guarantee unless we first agree to that in writing.

If you do take or hold a security in this way, you agree to transfer it to us as soon as we ask you to and until then, to hold it on trust for us.

13. This guarantee is independent of any other security

Any other security provided to us is independent of this guarantee. Any such security will not affect your liability under this guarantee.

You cannot at any time ask us to enforce any such security in a way which benefits you or maximises your rights. We can enforce this guarantee and any

such security in any way we wish.

Until the guaranteed moneys is paid in full, you cannot claim the benefit of the security and you have no right to it ahead of us.

14. We have priority in getting paid by the borrower

If:

• the borrower or anyone else dies or becomes bankrupt; and

• in the estate or bankruptcy, we can make a claim which in any way relates to any of the guaranteed moneys or other money owed to us by the

borrower;

then the following rules apply:

• you agree not to make any claim in the estate or bankruptcy until we have been paid all of the guaranteed moneys;

• if we receive money as a result of making such a claim, we may set that money aside. We need not use it to pay the guaranteed moneys until

we have received enough in respect of the guaranteed moneys to pay all of the guaranteed moneys. Until that happens, you are fully liable for the

guaranteed moneys as if we had not received the money; and

• you also agree not to sue the borrower without our consent.

15. Refund of payments to the borrower

If for any reason:

• we have to refund or give up any money which the borrower or anyone else has paid to us, or which we recover in any way; or

• we agree to, or compromise, any claim that we have;

the following rules will apply:

• you owe us all the money that we were owed before we received the money we later had to refund or give up;

• you have to do everything you can to help restore to us any rights over your property which we had before we received the money we later had to

refund or give up; and

• the guaranteed moneys for which you are liable under this guarantee includes all costs, charges and expenses of everything done under this clause and

any negotiations or legal proceedings about anything covered by this clause.

The above rules apply even if your obligations under this guarantee or any security have been released or discharged by us.

16. Payments to be in New Zealand currency

If for any reason:

• we receive or recover an amount under this guarantee in a currency other than the currency in which we should have been paid; and

• after we have converted that other amount to the correct currency there is not enough money to pay off the full amount then due and owing under

this guarantee;

then you must pay us the full amount of the shortfall.

You agree that we are not obliged to convert any currency, but may do so at any time if we choose.

17. Cancellation of your obligations

(a) You may serve a notice on us cancelling your future liability under this guarantee (a “cancellation notice”) at any time in accordance with paragraph b.

below.

(b) A cancellation notice:

i. must be served either by delivery to any branch or service centre of TSB Bank Limited or by email to Manager.commercial@tsbbank.co.nz;

ii. will take effect on the date specified in the cancellation notice, such date to be not earlier than the next working day after the

cancellation notice is first served on us in accordance with this clause (the “cancellation date”);

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(c) Notwithstanding that a cancellation notice has been served on us, you will remain liable under this guarantee for:

i. all guaranteed moneys outstanding, but not received by us, on the cancellation date;

ii. all other guaranteed moneys which will or may become payable to us after the cancellation date in connection with any guaranteed

arrangements or business concluded by the borrower either:

aa. prior to the cancellation date; or

ab. on or after the cancellation date as a result of our commitment to provide financial accommodation to the borrower made before the

cancellation date.

(d) If there is more than one guarantor:

i. a cancellation notice must be signed and served by each of you if each of you is wishing to terminate your future liability; and

ii. if you fail to serve a cancellation notice, you will remain fully liable under this guarantee.

18. What happens after cancellation of your obligations under this guarantee?

(a) If any of you cancel your obligations under this guarantee in accordance with clause 17, we can end or continue with any or all of our financial

accommodation with the borrower.

(b) If we decide to end such financial accommodation, we can refuse to pay the borrower’s cheques or stop any or all of our transactions with the

borrower. While we will usually try to warn the borrower before doing so, we are not obliged to do so and we can do these things without warning

either you or the borrower.

(c) If we decide to continue with the financial accommodation, then your liability under this guarantee is that as described in clause 17. We may then

open a separate or new account and credit payments received to that new account and not the account guaranteed by you. You will remain liable for

the full amount despite those payments.

(d) You will not be entitled to a final discharge of any security granted in favour of us in support of this guarantee until we are satisfied that all guaranteed

moneys and any other amount owing under this guarantee has been repaid in full and that no payment may be voided, or voidable or required to be

paid by us under any law and all of the obligations guaranteed pursuant to this guarantee have been complied with.

(e) Any release of your obligations under this guarantee shall be subject in all respects to the insolvency transaction provisions of both the Insolvency Act

2006 and the Companies Act 1993. Any release of obligations will therefore be only a conditional release for a period of 24 months following which you

may apply for an unconditional release of your obligations.

19. Use of money in your accounts

If you have any money in any account with us, then we can at any time without prior notification, if we choose, place a hold on the use of such money by

you or use any such money to pay such amounts you owe under this guarantee.

20. We can provide information to you in electronic form

You agree that we can provide information in writing to you, including any information that needs to be disclosed to you under the Credit Contracts and

Consumer Finance Act 2003 to you in electronic form and by means of an electronic communication.

You also agree that we can provide information to you by way of TSB Bank’s website.

21. How can we give notices to you?

Any notice or demand under this guarantee or authorised by the Property Law Act 2007 may be signed by us or by our agent and served:

• by giving it to your personally; or

• by posting it by registered post or sending by courier addressed to you at your main place of business or your home address last known to us; or

• by giving it in electronic form and by means of an electronic communication under the Electronic Transactions Act 2002; or

• in the case of a company, by delivering it to a director of the company, by delivering it to an employee of the company at the company’s head office or

principal place of business, or by leaving it at the company’s registered office.

A notice or demand will be properly served:

• if served personally, on the same day that it is given to you; or

• if posted by registered post or sent by courier, when the notice or demand would normally have been delivered and confirmation of delivery by New

Zealand Post or the courier firm will be evidence of service; or

• if given in electronic form by means of an electronic communication:

− at the time the electronic communication enters your designated information system (as defined in the Electronic Transactions Act 2002); or

− at the time the electronic communication comes to your attention; or

− otherwise, when actually received by you or your agent.

The posting, delivery or giving of a notice or demand shall be valid, even if at the date of service, you, whether to our knowledge or not, are dead, mentally

incapable, bankrupt, in liquidation or absent from New Zealand or do not receive the notice or demand and despite anything else which might otherwise

negate valid service.

The ways of service set out in this clause do not limit any other lawful mode of service.

For the purposes of this clause, “registered post” includes any service that provides a system of recorded delivery and is similar in nature to a registered post

service provided by a person as a postal operator under the Postal Services Act 1998.

If you move overseas following entry into the guarantee, you must prior to departure irrevocably appoint an agent in New Zealand for the purpose of

accepting service under the Property Law Act 2007.

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22. Your obligations continue after death or bankruptcy

Your obligations under this guarantee will continue after your death or bankruptcy and after we learn of such an event.

23. Obligations of guarantor joint and several

If you sign this guarantee with one or more others, its terms apply to each of you individually and to all or any number of you as a group.

Each of you are individually liable for the full amount of money owed to us by the borrower. We can make a claim or demand on any one or more of you.

Each of you are bound by this guarantee, even if anyone in the group, or anyone you thought was going to be in the group, does not sign this guarantee or

is not bound by it or is released from part or all of their obligations under it.

24. Obligations where there is more than one borrower

If the borrower is more than one person, the references to the borrower will apply to each of them individually and to all or any number of them as a

group. Without limiting the above, the obligations in this guarantee apply to money owed by any one or more of them and to money owed by all of them.

25. If the borrower is or becomes a partnership

If:

• the borrower is, or becomes, a partnership; and

• if any partner dies or there is any other change in the constitution of the partnership, then:

your liability does not change; but we can, if we choose, refuse to pay the borrower’s cheques or stop any or all of our transactions with the borrower.

While we will usually try to warn the borrower before doing so, we are not obliged to do so and we can do these things without warning either you or the

borrower.

26. What information can we collect, use and disclose?

(a) By signing this guarantee, you authorise us to collect, use and disclose information about you for any purpose related to your association with us and

you authorise any other person to disclose information to us for that purpose. We do not need to first obtain your consent each time we collect, use or

disclose information about you.

(b) Under the Privacy Act 1993, you have the right of access to and correction of personal information held by us.

27. We can transfer our rights against you

We can transfer our rights and obligations under this guarantee to someone else. If we do, this guarantee will apply to the transferee as if it were us. You

cannot transfer your rights or obligations to anyone else without our prior consent.

28. New Zealand law applies to this guarantee

The law of New Zealand applies to this guarantee. You hereby accept the non-exclusive jurisdiction of New Zealand’s Courts.

29. If you are a trustee

(a) If you have signed this guarantee as a trustee of a trust, you certify to us:

i. that you are able to enter into this guarantee under the terms of the trust document or under the Trustee Act 1956 and all trustee resolutions or

other authorisations that may be required have been obtained or passed prior to signing of the guarantee to ensure its effectiveness;

ii. you have properly signed the guarantee in accordance with the terms of the trust;

iii. there are no limits on the trust’s power to guarantee and/or give security;

iv. that your entry into this guarantee is for a proper purpose and for the benefit of the trust.

(b) This guarantee will bind you personally unless you are an independent trustee. An independent trustee is a trustee who does not have any right to, or

interest in, any of the assets of the trust except in a capacity as trustee of the trust.

(c) If you are an independent trustee, we will only be entitled to recover the guaranteed moneys from your personal assets if we are unable to recover the

guaranteed moneys from the assets of the trust because your certifications were incorrect. Even if your certifications were incorrect, we will only be

entitled to recover from your personal assets the amount we would have recovered from the trust assets had your certifications been correct.

(d) If you are not an independent trustee, we may recover any guaranteed moneys from your personal assets as well as the trust assets.

30. If you are a company

(a) This clause only applies if you sign this guarantee on behalf of a company.

(b) By signing this guarantee, you certify:

i. that the company is duly constituted;

ii. that you have the power to enter into and perform the company’s obligations under this guarantee; and

iii. that all information provided to us by, or on behalf of, the company is true, complete and accurate and all material circumstances that may

adversely affect the company’s ability to comply with its obligations under this guarantee have been disclosed to us in writing.

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31. Attorney

(a) In consideration of the financial accommodation provided to the borrower by us, and, notwithstanding and in addition to any other provision herein

expressed or implied you irrevocably appoint us and any director or manager of ours or agent of such director or manager jointly and severally your

attorney, for you, in your name and on your behalf to:

i. enter into, execute, sign and do all such acts, deeds, matters and things whatsoever which you by virtue of this guarantee expressly or impliedly

covenant to do and which you for any reason refuse or fail to do; and

ii. where you hold or otherwise have an interest in land which is or includes any stratum estate under the Unit Titles Act 2010, receive notice of,

attend, vote at and otherwise take part in the meetings and other proceedings of the body corporate, appoint proxies for voting at meetings,

sign resolutions passed by entry in the body corporate minute book, appoint an agent under section 81 of the Unit Titles Act 2010, and obtain

information (including any information required for a disclosure statement under sections 144 to 153 of the Unit Titles Act 2010), and obtain

information (including any information required for a disclosure statement under sections 144 to 153 of the Unit Titles Act 2010) from the body

corporate concerning the land and the affairs of the body corporate and compliance by you with the rules of the body corporate,

and you irrevocably undertake and agree to pay to us upon demand any moneys at any time expended by us for any of the purposes mentioned in

this clause 31 (including all legal costs computed as between solicitor and own client) together with interest computed thereon at the unarranged

interest rate from the date upon which such moneys shall have been paid by us until the date of payment thereof by you and all such moneys

(including interest thereon as aforesaid) shall be included in the guaranteed moneys;

(b) We shall be under no liability whatsoever to you or any other persons by reason of any exercise or failure to exercise any of the rights or powers

conferred by this clause 31;

(c) No person dealing with any attorney appointed pursuant to this clause 31 shall be concerned to enquire whether any breach or default shall have

occurred hereunder or whether the powers which we or the attorney purport to exercise have become exercisable or whether anything done

purportedly under the powers hereby conferred has been validly done or whether any moneys remain due and unpaid under guarantee. Your remedy

in respect of any actionable impropriety or irregularity in the execution of any such power shall be in damages.

(d) You agree to ratify and confirm whatsoever we, any director, manager or agent shall lawfully do or cause to be done by virtue of the provisions of this

clause 31.

32. Acknowledgement

You acknowledge that:

• you are fully aware of the nature, consequences and effect of this guarantee; and

• you were not influenced by any person to sign this guarantee; and

• you have either had independent legal advice from a solicitor not related to us, the borrower or any other guarantor, prior to executing this

guarantee; or

• where, to the extent that you have not received such independent legal advice, then not receiving such independent legal advice is contrary to our

recommendation and results solely from your own free choice, and you irrevocably waive any rights that the lack of such independent legal advice

might otherwise have given you;

• your liability in relation to the guaranteed moneys is limited in amount only as specifically set out in clause 6; and

• this guarantee is intended to take effect as a deed.

9

Execution

Execution section for individuals

Signature of guarantor

Name of guarantor

Signed in the presence of:

Witness signature

Witness full name

Witness occupation

Witness address

Date: / /

Signature of guarantor

Name of guarantor

Signed in the presence of:

Witness signature

Witness full name

Witness occupation

Witness address

Date: / /

10

To be witnessed by the solicitor who signs the Solicitor’s Certificate (Guarantee).

To be witnessed by the solicitor who signs the Solicitor’s Certificate (Guarantee).

11

Execution

Execution section for companies

director

director/authorised person

Name of company

Signed in the presence of:

Witness signature

Witness full name

Witness occupation

Witness address

Date: / /

director

director/authorised person

Name of company

Signed in the presence of:

Witness signature

Witness full name

Witness occupation

Witness address

Date: / /

trustee

trustee

trustee

Name of trust

Signed in the presence of:

Witness signature

Witness full name

Witness occupation

Witness address

Date: / /

To be witnessed by the solicitor who signs the Solicitor’s Certificate (Guarantee).

Execution

Execution section for trusts

trustee

trustee

trustee

Name of trust

Signed in the presence of:

Witness signature

Witness full name

Witness occupation

Witness address

Date: / /

To be witnessed by the solicitor who signs the Solicitor’s Certificate (Guarantee).

12

DF1

2132

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