11  Guarantee

11.1  If the Sub-Contractor in any respect fails to observe or perform any of its duties or obligations to the Authority under or in connection with this Agreement or if the Sub-Contractor fails to pay any debt, damages, interest or costs due from the Sub-Contractor to the Authority under or in connection with this Agreement then the Guarantor shall indemnify the Authority against all loss, damage, cost and expense incurred by the Authority by reason of such failure or non-payment as aforesaid and shall, if required to do so by notice in writing given by the Authority, itself pay to the Authority without any deduction or set off the amount of such debt, damages, interest or costs, as the case shall require.

11.2  The Sub-Contract and/or this Agreement may be modified, amended or supplemented in any manner whatsoever without the consent of the Guarantor, and no such modification, amendment or supplement shall release or impair the liability of the Guarantor under this Agreement which shall extend to the duties, obligations and liabilities of the Sub-Contractor under the Sub-Contract and this Agreement as so modified, amended or supplemented.  No invalidity in the Sub-Contract and/or in this Agreement nor the avoidance or termination of either shall affect or impair the liability of the Guarantor under this Agreement.  No waiver or concession or allowance of time or compromise or forbearance given to or made with the Sub-Contractor (whether under the Sub-Contract or this Agreement) shall release, affect or impair the liability of the Guarantor under this Agreement and the terms hereof shall apply to the terms of such compromise as they apply to the Sub-Contract and/or this Agreement.

11.3  The liquidation or receivership or insolvency of the Sub-Contractor or any other act or thing which, but for this provision, would or might cause the obligations of the Guarantor contained in this clause 11 to be released shall not affect the liability of the Guarantor under this Agreement.

11.4  So long as any liability incurred by the Sub-Contractor to the Authority under or in connection with this Agreement remains unsatisfied, the Guarantor shall not in respect of any payment made or liability arising pursuant to the Sub-Contract and/or this Agreement, effect or seek to effect any recovery from the Sub-Contractor, whether by receipt of money or set off or proof of debt or enforcement of security or otherwise.

11.5  The Authority shall be entitled to recover no more from the Guarantor under this Agreement in respect of any matter, than the Authority would be entitled to recover from the Sub-Contractor in respect of that matter, net of any set-off.

11.6  The Authority shall not be obliged to pursue any means of recourse against the Sub-Contractor before being entitled to enforce this Agreement against the Guarantor and the Authority shall be at liberty to compromise, release, waive or neglect any security as it sees fit, without impairment of its rights under this Agreement.

11.7  Any money judgment of the court or arbitrator's award or decision of a duly appointed expert or adjudicator against the Sub-Contractor in favour of the Authority under this Agreement shall as against the Guarantor be conclusive evidence for the purposes of this Agreement as to any liability of the Sub-Contractor to which such judgment or award or decision relates (unless and until the same is set aside by any competent tribunal) but on condition that if the Authority commences any proceedings in court or arbitration proceedings or expert determination or adjudication against the Sub-Contractor under or in connection with this Agreement, it shall so notify the Guarantor in writing within twenty eight (28) days (or in the case of expert determination or adjudication, three (3) Business Days) after their commencement. The Authority and the Sub-Contractor and Project Co each agrees that if the Guarantor requests in writing within twenty eight (28) days (or in the case of expert determination or adjudication, three (3) Business Days) of such notification that it be joined as a party to or be heard in such proceedings, it will promptly take all reasonable steps within its power to have the Guarantor joined or given rights of audience in such proceedings.