TNAG-1515-FCO40-2076-Bridges-and-tunnels-in-Hong-Kong-1986 — Page 43

(c) any failure, omission, indulgence or delay on the part of the Government with respect to enforcing, asserting or exercising any right, power, privilege or remedy available to it in relation to the Guaranteed Obligations;

(d) the voluntary or involuntary liquidation, bankruptcy, dissolution, sale of assets, receivership, general assignment for benefit of creditors, insolvency, reorganisation, arrangement, composition, or other proceedings of or affecting NHKTC or EHCC or their assets, or any change in constitution of NHKTC or EHCC;

(e)

(£)

any

the

assignment by NHKTC or EHCC of

any or all of the Guaranteed Obligations whether or not any such assignment has been consented to; and

or

without prejudice to the generality of the foregoing any fact or event (whether similar to

to any of the foregoing or not) which in the absence of this provision would

might constitute or afford a legal or equitable discharge or release of or defence to a guarantor, other than the express release of its obligations;

provided however that, for the avoidance of doubt, the benefit of any waiver, extension of time or other indulgence granted to NHKTC or EHCC shall also extend to, and for the benefit of, the Guarantors.

4.

The obligations, duties and undertakings of

of the Guarantors under this Deed of Guarantee shall remain binding on the Guarantors notwithstanding that all or any of the Guaranteed Obligations may not be valid or binding on NHKTC or EHCC by virtue of their being incapable of enforcement or not within the corporate powers of NHKTC or EHCC or due to any other reason whatsoever whether related to the foregoing or not.

5.

The Guarantors shall be jointly and severally liable for their

duties and

under this

and all obligations,

undertakings

Guarantee references to the Guarantors shall take effect as references to all of the Guarantors or any of them.

The Government shall not, without the consent of the remaining from its obligations expressly

6.

Guarantors, hereunder.

7.

release

Guarantor any

When used in this Deed of Guarantee:

"Guaranteed Obligations" means all obligations, duties and undertakings of NHKTC and EHCC in respect of:

(a)

all works of construction required to complete:

3