JOINT AND SEVERAL GUARANTEE AGREEMENT

ARTICLE 1 - PARTIES

1.1. Creditor

Trade Name: …………………………………. Inc.
MERSIS No: ………………………………….
Tax Office / Tax No: ………………………………….
Address: ………………………………….

In this agreement, it will be referred to hereinafter "CREDITOR" .

1.2. Principal Debtor

Trade Name: …………………………………. Limited Company / Inc.
MERSIS No: ………………………………….
Tax Office / Tax No: ………………………………….
Address: …………………………………. / Istanbul

In this agreement, "DEBTOR" .

1.3. I. Guarantor

Name and Surname: ………………………………….
Turkish Republic Identity Number: ………………………………….
Address: …………………………………. / Istanbul

In this agreement, it will be referred to hereinafter "I. GUARANTOR" .

1.4. II. Guarantor

Name and Surname: ………………………………….
Turkish Republic Identity Number: ………………………………….
Address: …………………………………. / Istanbul

In this agreement, it will be referred to hereinafter "II. GUARANTOR" .

The Creditor, Debtor, First Guarantor, and Second Guarantor will be referred to collectively "Parties," and individually "Party .

ARTICLE 2 - DEFINITIONS

In this agreement;

The main contract refers to the …………………………………. contract dated …/…/…… signed between the creditor and the debtor . The main debt refers to the debtor's current and future monetary debts to the creditor arising from the main contract and related supplementary protocols, order forms, current account relationships, delivery and receipt documents, invoices, agreements, and other commercial relationships. Ancillary liabilities refer to interest, default interest, expenses, commissions, taxes, duties, fees, funds, enforcement costs, litigation costs, attorney fees, and contractually agreed-upon ancillary obligations .

ARTICLE 3 - SUBJECT OF THE AGREEMENT

The subject of this agreement is the regulation of the procedures and principles regarding the assumption of guarantee obligations by the First Guarantor and the Second Guarantor for the purpose of securing the debtor's existing and future debts to the Creditor arising from the Main Agreement and the related commercial relationship between the Parties, within the upper limit and period determined in this agreement.

ARTICLE 4 - TYPE OF GUARANTEE

4.1. The first and second guarantors agree that, under the terms and conditions set forth in this agreement, they shall be jointly and severally liable as guarantors for the debtor's debts to the creditor

4.2. The liability of the guarantors is limited to the maximum liability amount specified in this agreement for each guarantor .

4.3. This guarantee secures the Debtor's obligations under the Main Agreement and any ancillary obligations arising therefrom, to the extent expressly stipulated in this agreement.

ARTICLE 5 - SCOPE OF GUARANTEE

5.1. Guarantors are liable for the following debts of the Debtor to the Creditor:
a. Costs of goods or services,
b. Debts arising from current accounts,
c. Payments that are due or have become due,
d. Receivables based on invoices, delivery receipts, current account statements, and reconciliation records issued under the main contract,
e. Legal or contractual interest arising in case of default,
f. Reasonable expenses and costs incurred for collection purposes,
g. Expenses and attorneys' fees that may arise due to enforcement proceedings, litigation, and collection actions.

5.2. The liability of guarantors does not cover claims not expressly agreed upon in this contract, legally invalid, or exceeding the limits of the original debt relationship.

5.3. The guarantee covers not only the debtor's existing debts to the creditor, but also any debts that may arise during the term of this agreement.

ARTICLE 6 - MAXIMUM LIABILITY AMOUNT

6.1. I. The guarantor's total maximum liability arising from this agreement is limited to …………….. TL

6.2. II. The guarantor's total maximum liability arising from this agreement is limited to …………….. TL

6.3. Guarantors are liable only up to the maximum amount specified in this agreement in all cases.

ARTICLE 7 - DURATION OF GUARANTEE

7.1. This guarantee is valid from …/…/…… to …/…/……

7.2. Debts arising after this date are not covered by this agreement unless a separate written extension or new guarantee agreement is concluded between the Parties.

7.3. The Creditor reserves the right to pursue and collect debts that arose and became due within the guarantee period.

ARTICLE 8 - MATURITY OF THE DEBT AND THE LIABILITY OF THE GUARANTOR

8.1. If the Debtor fails to fulfill its payment obligation under the Original Contract on time, the debt becomes due and payable.

8.2. In the event of the debtor's default, the creditor may demand payment from the guarantors by providing written notice.

8.3. Due to the nature of joint and several guarantees, the Creditor may directly approach the Guarantors, reserving all rights arising from law and contract. This provision is a contractual draft; the enforcement strategy in the specific case should be evaluated separately.

ARTICLE 9 - PAYMENT REQUEST

9.1. In the event that the Debtor fails to pay the debt, the Creditor may demand payment from the Guarantors within the maximum limits specified in this agreement.

9.2. Guarantors agree to pay the debt within … days of receiving the creditor's written request

9.3. In case of partial payment, the payment will first be applied to collection expenses, then to interest, and then to the principal debt.

ARTICLE 10 - DECLARATIONS AND COMMITMENTS OF GUARANTORS

10.1. The guarantors declare that they have signed this agreement of their own free will, that they have read the contents of the agreement and are aware of its consequences.

10.2. Guarantors acknowledge that their close relationship, partnership, management, or other connection with the Debtor does not negate their obligation to provide this guarantee.

10.3. Guarantors acknowledge that they are aware that their liability is limited to a maximum amount and duration; however, they accept this obligation nonetheless.

10.4. Guarantors are obligated to immediately notify the Creditor in writing of any changes to their address, marital status, or identity information.

ARTICLE 11 - OBLIGATIONS OF THE DEBTOR

11.1. The debtor is obligated to pay all its debts under the Original Agreement on time and in full.

11.2. The Debtor shall provide the Creditor with the necessary cooperation regarding the current account, payment schedule, balance information, and reconciliation process, upon request.

11.3. The Debtor agrees that if the Guarantors are obliged to make payments to the Creditor due to this agreement, the Debtor will immediately return the amounts paid and related expenses to the Guarantors.

ARTICLE 12 - RIGHT OF RECOURSE

12.1. Any guarantor shall have recourse against the Debtor to the extent that they have made any payment to the Creditor under this agreement.

12.2. Whether both guarantors make payments jointly or separately, their internal relationship and rights of recourse are subject to general provisions.

12.3. Receipts, invoices, and other documents relating to the amount collected by the creditor will be provided to the guarantor upon request.

ARTICLE 13 - EXPENSES, INTEREST AND ANTIQUITTAL LIABILITIES

13.1. The total amount of interest, default interest, collection costs, notary fees, enforcement costs, litigation costs, and attorney fees that may be claimed under the guarantee cannot exceed the maximum liability amount.

13.2. Guarantors cannot be held liable for items that are legally prohibited or deemed invalid.

ARTICLE 14 - NOTIFICATION

14.1. The addresses of the parties written in this agreement shall be their addresses for official notifications.

14.2. Unless address changes are notified in writing, notifications sent to the current address shall be considered valid.

14.3. Notifications made via KEP (Registered Electronic Mail), notary public, registered mail with return receipt, courier, or hand delivery against signature are considered valid.

ARTICLE 15 - EVIDENCE AGREEMENT

The parties' commercial ledgers and records, current account statements, invoices, delivery documents, bank records, KEP (Registered Electronic Mail) records, email correspondence, reconciliation forms, and payment receipts may be used as evidence in disputes.

ARTICLE 16 - PARTIAL INVALIDITY

If any provision of this agreement is invalid, the validity of the other provisions shall not be affected. An invalid provision shall be construed as corresponding to the closest declaration of intent in accordance with the law.

ARTICLE 17 - RESOLUTION OF DISPUTES

In case of disputes arising from this agreement, the Courts and Enforcement Offices of ………………………….. shall have jurisdiction.

ARTICLE 18 - ENTRY INTO FORCE

This agreement consists of 18 articles and was drawn up on …/…/…… and entered into force upon signature by the Parties.

SIGNATURE SECTION

CREDITOR
Title:
Authorized Person:
Signature:

DEBTOR
Title:
Authorized Person:
Signature:

I. GUARANTOR
Name and Surname:
Signature:

II. GUARANTOR
Name and Surname:
Signature:

SECTION TO BE FILLED OUT BY HAND BY THE GUARANTORS

For the guarantee to be valid under the Turkish Code of Obligations, each guarantor must write the following in their own handwriting : the maximum amount for which the guarantor is liable , the date of the guarantee , and, if they are a joint guarantor, a statement indicating their assumption of this role. These conditions are explicitly regulated by law.

I. Guarantor's handwritten text:

“I hereby acknowledge that I am a joint and several guarantor for a maximum amount of …………………….. TL on …/…/…… date.”

Name and Surname:
Signature:

II. Guarantor's handwritten text:

“I hereby acknowledge that I am a joint and several guarantor for a maximum amount of …………………….. TL on …/…/…… date.”

Name and Surname:
Signature:

SECTION ON SPOUSE'S CONSENT

In the case of married guarantors, as a rule, the written consent must be obtained before or at the latest at the time of the conclusion of the contract. Therefore, unless there is an exception in the specific case, it is advisable to prepare the following consent text separately.

Spousal Consent Statement

I, …………………………………. , hereby acknowledge and declare that I expressly consent to my spouse, …………………………………. , acting as guarantor in this guarantee agreement as of …/…/…… date

Name Surname:
TR ID Number:
Signature: