Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698843385052.pdf (Sierra Leone)
K t G us$659,000,000 EXECUTION VERSION SINOSURE COVERED FACILITY AGREEMENT Dated 2017 among NATIONAI, PORT DEVELOPMENT (SL) LTD. as the Bonower TIIE REPUBLIC OF SIERRA LEONE REPRESENTED BY TIIE NtrNISTRY OF FINAI\CE AND ECONOI\{IC DEVELOPMENT OF THEREPUBLIC OF SIERRALEOM as the Guarantor TIIN BA}IKS AND FINANCIAL INSITUTIONS from time to time party to this Agreement as Lenders under the Facility INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITtrD as the Mandated Lead Arranger and the Facility Agent and ICBC (LONDOT9 PLC as the Security Agent MILBA}IK, TWEED, HADLEY & MCLOY LLP CONTENTS Clause I. l.l 1.2 I.3 t.4 1.5 2.
2.1 2.2 2.3 2.4 2.5 3.

3.t 3.2 Defmitions......... Construction Currency Symbols and Definitions, Third Party Nghts Deed................... TEEFACILITY The Facility........ Finance Parties' Rights and ObIigations..................... Sinosure Override Sinosure Submgation.,................,.....

EPC Contact..... PIJRPOSE........ Purpose ..............

Monitoring......... ,4, CONDITIONS OF UTILISATION 4.t 4.2 4.3 !.

5.1 5.2 5.3 5.4 5.5 6.


6.r 6.2 6.3 7, 7.1 Lritial Conditions Preccdent............ Further Conditions Precedent............

Maximum Number of Loans UTILISATION.

Delivery of a Utilisation Request Completion of a Utilimtion Request Currency and Amount Lenders' Participations......

Cancellation of Commitnent .........

REPAYMENT.

Rcpa),ment of Inans.......,........-.-.

Repayment Schedule Reborrowing PREPAYMENT AND CANCELLATION.......,.....,.,.,...

(iD ..
(iD ..

I 20 21 2l 21 22 22 22 22 23 25 25 25 25 25 25 26 27 27 27 z7 21 28 28 28 28 28 28 28 Mandatory Prepayrnent Voluntary Cancellation.

Voluntary Prepayment of Loans.,......

29 30 30 Right of Replacement or Repayment and Cancellation in relation to a Single Lender.....30 7.2 7.3 7.4 7.5 7.6 8.

8.1 8.2 8.3 8.4 9.

9.1 9.2 q1 10. l0.l 10.2 I0.3 10.4 ll.

l l.l tt.2 I r.3 12, 12.t t2.2 12.3 t2.4 12.5 t2.6 t2.7 Restrictions .

...... .
...... .

INTEREST...,.., Calculation of Interest Pa)rme of lnterest.... ' '.. '.

'.... '... '..... ' Default Interest..

Notification of Rates of Interest....... INTEREST PERIODS ...................
Duration............. Non-Business Days CHANGES TO T}TE CALCI]LATION OF INTEREST Absence of Quotations Market Disruption Altemative Basis of Interest or Funding...........,.,........, Break CosB........ FEES................. Commionent Fcc Tax Gross-Up Tax Indemnity Tax Credit Stamp Taxes ....... VAT 12.8 FATCA Deduction 13.
INCFGASED COSTS 13.1 Increased Costs (iii) ...32 32 32 32 33 33 33 JJ 34 34 34 34 34 34 35 35 35 36 3'l 37 38 38 39 40 40 40 13.2 13.3 t4, t4.t 14.2 14.3 t4.4 15. l5.l 15.2 16. l6.t 16.2 16.3 t7, t7.L t'7.2 17.3 t7.4 17.5 t7.6 t7.7 17.8 18. l8.l t8.2 18.3 18.4 18.5 18.6 18.7 18.8 18.9 Exceptions Enforcement Costs GUARANTEE AND INDEMMTY..., Reinstatement .... Additional Security...............,..,......... NorrConllict with Otho Obligations Legal Validity and Admissibility in Evidence Jurisdiction and Goveming Law Deduction ofTax 18.10 No Default 09 40 45 45 45 46 46 47 47 48 48 48 49 49 50 51 51 t\ 18.1I Financial Statements........... 18.12 Transaction Authorisatioas...,...,...... r8.13 No Misleading Information.... 18.14 18.15 No Proccedings Pending or Thoatened.........,............ 18.16 No Material Adverse Change............. 18.17 Ownership of Assets...................... 18.18 18.19 Environmental and Social Laws........ 18.20 Taxes,............,,.., r8.21 Project Documarts 18.22 Owncrship of thc Bonowsr..,..,...... 18.23 18.24 I8.25 No Adverse Consequences 18.26 18.27 18.28 Security and Financial Indebtedness 18.29 Acts of Commercial Credit............. 18.30 No IMF Approval 18.31 Times for Making Representations and Warranties 19.
19.1 19.2 19.3 19.4 19.5 19.6 19.7 19.8 19.9 INFORMATION I'NDERTAKINGS..,..,.,,,...,..,......... Financial Statements.......... Compliancc Certificate................... Requiremants as to Financial Statcments Budgct................ Infonnation: Misoellaueous.....

Notification of Default Auditors.............

Year-end..,.......,.

Use of Websitcs.


19.t0 "Know Your Customer" Checks 20, 20.t FINANCHL COVENANTS .............. Debt Service Coverage Ratios........ (v) 5t 52 <, 53 53 53 53 54 54 54 54 55 55 55 56 56 56 57 57 57 57 57 57 58 58 59 <o 60 60 60 60 61 62 62 20.2 Debt:Equity Ratio.......................... 21.

2t.t 21.2 2t.3 GENERAL I'NDERTAKINGS.... Transaction Authorisations......,....,,.. Ncgative Pledgc.

Disposals.
Disposals.

21.4 Pari Passu 2t.5 21.6 Merger Change of Business 21.7 Financisl Indebtedness .....,................... Acquisitions....... Environmental and Social Matters 21.8 21.9 21.10 21.1I 21.12 Capial Expenditures 21.13 Project Works.... 21.t4 Operation and Mainrcnance 21.15 Project Documents 2t.16 2t.t7 ldaterial Contraots......................... Tax Affairs......... 21.18 Insurances..,.,...,.
21.19 Share Capital 21.20 Troasury Transactions 2t.2t 2t.22 Sinosure Insurance Policy 2t.23 Sinosure Requiremenb 2t.24 Balk Accounts... 21.25 Second Advance Payment.........,...... 2t.26 Budgct................ 2t.27 Application of FATCA................,.,...,..

21.28 Use ofProceeds.

2t.29 Further Assurance....,......,.,............


21.30 Conditions Subscquent......... 22, EVENTS OFDEFATJLT 22.1 Non-Payment (vt) 62 62 62 63 64 65 65 65 6s 65 66 66 6',t 67 67 67 67 68 68 68 69 69 69 70 70 70 70 70 70 70 71 '71 1t 7t 22.2 Financial Covenants 22.3 Other Obligations 22.4 Msrepresentation Cross Defbult.....

Insolvency........,.


Insolvcncy Proccedings..... 22,5 22.6 22.7 22.8 22.9 22.t0 Change of Control 22.t1 Unlawfulness 22.t2 Repudiatiorq Rescission or Modification 22.t3 Expropriation..... 22.t4 Litigation........... 22.t5 Invalid Security 22.t6 Abandonment 22.17 Failure to Make Payments under the EPC Contract... 22.18 lnsuraaces.,.,...,..
22.19 Failure to Achieve Actual Completion Date 22.20 Failure to Comply with Court Judpent or Arbitral Award 22.21 Material License 22.22 Convertibility..... 22.23 7'.t )t Moratorium.,......

22.25 Political and economic risk 22.26 Material Adverse Change............... 22.27 Accclcration....... 23.
23.1 23.2 CIIANGESTO TEELENDERS Assigunent and Transfers by the Lenders Conditions of Assignment or Transfer 23.3 Assignment or Trausfer fee...,.....,..,.... Limilation of Responsibility of Existing Lendcrs 23.4 23.5 23.6 Procedure for Assignment 23.7 Copy ofTransfer Certificate or Assignment Agreeurent to the Borrower.. (viD 72 72 72 72 73 74 74 74 74 75 75 75 75 't5 76 76 76 76 76 77 77 77 77 't'l 78 78 78 78 78 79 19 80 8l 82 23.8 23.9 u.
24.1 25, Pro Rata Interest Settlement 83 CIIANGES TO TIIE BORROWER AND TEE GUARA}TTOR....,..................,........83 Assigrunent and Transfers by the Borrower and the Guarantor ROLE OF TITE FACILITY AGENT AIYD THE MANDATED LEAD ARRANGER ........................... 83 ............ 83 25.1 Appointment of the Facility Agent 25.2 Instruclions ........ 25.3 25.4 25.s 25.6 25.7 Duties of the Facility Agent .......... Role of the Mandated Lead Ananger No Fiduciary Duties Business with the Security Providers Rights and Discretiolur.................................... 25.8 Responsibility for Documentation... 25.9 No Duty to Monitor....................... 25.10 25.tl Lcnderc' Indcmnity to the Facility Agent....... 25.12 Resignation of the Facility Agent.. 25.t3 Contrdentiality... 25.t4 Relationship with the Lcnders......... 25.15 Credit Appraisal by the Lenders......... 25.16 Facility Agenf s Management Time.
25.17 25.18 26, 26.t 25.2 26.3 26.4 26.5 26.6 26.7 26.8 26.9 Duties ofthe Security Agent Business with the Security Providers (viii) 83 84 85 85 85 85 86 87 87 ..........88 89 89 9l 91 9l 92 95 95 26.t0 26.n 26.t2 26.t3 26.14 Lenders' Indemnity to the Sccurity Agent 26.t5 Information from the Lenders 26.t6 26.17 99 t01 26.18 No Responsibility to Perfect Transaction Security.......... ...... 102 26.19 Insurance by Security Agent 26.20 26.21 Dclcgation by the Security Ageirt.... 26.22 26.23 26.24 26.2s Winding Up of Trust 26.26 26.27 26.28 26.29 26.30 26.3t 26.32 26.33 27.
28.

28.1 28.2 28.3 28.4 28.5 29.

29.r 29.2 Payments to Finance Parties..............,........

Exceptions PAYMENT MECIIAMCS,,,,..,.. Paymetrts to the Facility Agent.

Distributions by the Facility Agent (ix) 103 103 104 107 108 108 10E 108 109 29.3 29.4 29.5 29.6 29.7 29.8 29.9 Diskibutions to the Security Provider or the Guarantor..,.,......,..,.....,.,,...

Clawback...........

Partial Payments No Set-Offby the Bonower and the Guarantor Businoss Days,,,.
Change of Currency 29.10 Disruption to Payment Systems etc... 30.

31.

31.1 31.2 31.3 31.4 31.5 sET-OFF..........

NOTICES......... Communications in Writing Notification of Address and Fax Number........ Electonic Communication...............-.. 31.6 English Language 32.

CALCT]LATIONS AJ\D CERTIFICATES ..,..,....... 32.1 Accounts............ 32.2 32.3 33.

34.

35.

Certifi cates and Determinations PARTIAL INVALIDITY,,.,..........,.

REMEDIES AI{D WAIVERS...,..,.


AMENDMENTS ANDWAIVERS 35.1 Required Consents 35.2 Exceptions 36.

36.1 36.2 36.3 36.4 36.5 36.6 36.7 ,7, Confidential Information.................... Disclosure of Confidential Information............................ Disclosure to Numbering Sendce Providers.....................

Entire Ageement Insido krformatiotr.,..........................

Notification of Disclosure .............


Continuing Obligations (x) 109 109 I09 ll0 lr0 1r0 110 111 llt tt2 n2 rt2 ll3 .. ll4 1t4 1r4 115 11s 115 115 115 115 1I5 ll5 116 tt7 117 117 r19 120 120 r20 l2l tzt 38.

GO\'ERNING LAW 39.1 Jurisdiction of English courts 39.2 Service of Process 40.

WAIVER OF IMMUNITY SCHEDULE 1 ORIGINALLENDER.......... SCHEDULE2 CONDITIONSPRECEDENT......................,.

SCHEDULE3 UTILISATIONREQUEST.


SCHEDT'LE 4 FORM OF TRANSFER CERTIFICATE SCHEDULE5 FORMOFASSIGNMENTAGRIEMENT.....................

SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE SCHEDULEs FORM OFDIRECTAGREEMENT.....................

SCHEDULE 9 FORM OF EPC CONTRACTOR DECLARATION,...............................
SCHEDULE IO CONDITIONS PRECEDENT TO GUARANTOR STATUS.... t2t tzt t21 t2l l1', 124 125 129 r30 132 135 136 137 t4l 143 (xi) 2017 and made befwcen: THIS AGREEMENT is dated (1) NATIONAL PORT DEVELOPMENT (SL) LTD,, a limited liability company incorporatod unda the laws of the Republic of Sierra lconc ('NPD" or the "Borrower"); (2) TEE REPIJBLIC OT SIERRA LEONE, REPRESEI{TED BY THE MINISTRY OF FINAI\ICE ANID ECONOMIC DEVELOPMENT OF TEE REPI'BLIC OF SIERRA LEOI\IE (the "Guaratrtor"); -, (3) THE FINANCIAL INSTITUTION listcd in Schedule I (Onginal lznder) as the Originol Lender (the "Orlginal Lender"); (4) INDUSTRIAL AND COMMERCIAL BANK OF CEINA LIIVIITED (.
'ICBC"), as the mandated lead arranger (the "Mandated Lerd Arranger"); (5) ICBC, as the faoility agent for and on behalf of the Finance Parties (the 'Taciltty Agenf'); and (O ICBC (LONDOI!

PLC, as lhe secuity agent for and on behalf of the Finance Parties ('ICBC London" or the "Securlty Agenf) IT IS AGREED as follows: I.
1.1 Definltions DEFIMTIONS AI{D INTERPRETATION In this Agreement: "Accounb Agreemenf' means the accounts ooEtrol and management agreemer{ entered into by, inter alia, the Bonower, thc Facility Agcnt, thc Security Agent and the Account Bank in relation to the management and control mechanism of the Bank Accounts, in forrn and substance satisfactory to the Facility Age,nt "Account Brnk" means ICBC london or a bank which is established in a jurisdiction other than Sierra Leone and is dcsiguated by the Facility Agent as the account bank which the Bank Accounts are opened and maintainod with in accordance with the Financc Documents, "Accrued Amounts" has the meaning given to that term in Clause 23.9 (Pro Rata Interest Settlement).
"Actual Completion Datd' means the date on which cach of the following conditions have been met in form and substance satisfactory to ttrc Facility Agent or waived by the Facility Agent (a) the Project Worla have been completcd in accordance with the EPC Conaact; (b) all Trausaction Authorizations neccssary as of such date for operating the Project have been issued on an unconditional basis (or iszued subject to conditions which have been satisfied or waivcd) and temain in full force and effecq and I (c) the taking-over certificate for thc Project Works has been issued by the Bonower !o the EPC Contractor.
"Advance Paymenf' means the advance payment under the EPC Contract to be paid by the Borrower to the EPC Contractor, which is ar amount equal to 15% of Ure total contract amount ofthe EPC Contract and will b€ paid in two instalments.

"Affiliatc' means, in relation to any person, a Subsidiary of that pcrson or a Holding Company ofthat persotr or any other Subsidiary ofthat Holding Company.
"Auti-Money Laundering Economic or Trade Sanctions and Anti-Terrorism Laws" means any laws relating to economic or trade sanctions, tcrrorism or anti money laundering, including the Executive Order 13224, the fuiti-Money Laundry and Combating of Tcnorism Act of Sierra Leone 2012, the Patriot Act, the Brib€ry Aot 20I0, the United States Foreigrr Comrpt Practices Acl of 1977 or other similar legislation in other jurisdictions, the regulations administered by OFAC, the Tradiag with the Enemy Act (12 U.S.C.
$95), and the Intemational Emergency Economic Powers Act (50 U.S.C.

$r701 l7o7).

"Asslgnment Agreemeuf'means an agreement substantially in the form set out in Sohedule 5 (Form of Asslgnment Agreement) or any other form agreed between the relevant assignor and assignee.

"AvailabiUty Period" means the period from Initial CP Satisfaction until (but excluding) the date falling forty-eight (48) months thereaftor.
"Available Commitmenf ' mcans a Lender's Commitment minus: (a) the amount of its panicipation in any outstanding Loans; and O) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposcd Utilisation Date.

"Available Facility" means the aggrgate for the time being ofeach Lender's Available Conmiunent.

"Bank Accounts" has the meaning given to that term under the Accounts Agreement.
'Borrower Collection Accounf' has the meaning given to that term in the Accounts Agreemeng "Break Costs" means the amount (if any) by which: (a) the intercst which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loau or Unpaid Sum to the last day of the cunent Inter€st Period in respect of that Ioan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that loterest Period; exceeds: 2 (b) the amount which that Leader would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbaok Market for a period starting on the Business Day following reccipt or recovery aud ending on the last day of the current Interest Period.
"Budget" mcans thc itcmiscd budgeted costs and expenses relating to the development of the Projecg including the Project Costs, financing costs, profit and loss, balance sheet and cashflow projections relating to the Projecg together with the written business plaq prepared by the Borrower and in form and substance satisfactory to thc Facility Agent.
"Business Day" means (a) in respect of any day on which LIBOR is to bc deterrrined, a day (other than a Sahuday or Sunday) on which banks are generally open for business in London; (b) (c) in respect of any day on which any utilisation or payment is to be made under the Finanoe Documents, a day (other than a Saturday or Sunday) on which bar*s are gencrally open for busincss in Bcijing, London and New York; and in respect of any other matter or determination, a day (other than a Satru&y or Suuday) on which banls are generally open for business in Beijing and Freetown.
"Calculatlon Date" means, for the purpose of oalculating the DSC& each Intercst Paym.ent Date &om and after eighteen (18) months subsequent to the Actual Completion Date ofthe Project.
"Calculation Period" means (a) with respect to any calculation ofDSCR to bc made on the first Calculation Date after the Actual Completion Date, the six (6) month period cuding on and including zuch CalculEtion Dste; and (b) subject to paragraph (a) above, with respect to any calculation of DSCR to be madc on a Calculation Datg the twelve (12) month period ending on and including zuch Calculation Datc.
"Cash Avallable for Debt Service" means, for a Calculation Period with respect to the calculation of DSCR, (a) the aggregate of all Dcvelopmcnt Lcvy Fees received by the Borrower in relation to the Existing Port and the New PorB and (b) all revenues received by the Bonower in relation to the operation of the New Port pursuant to the Concession Agreemenq less (c) US Dollar equivalent of all operating costs payable by the Borrower, during that Calculation Period.
"Charged Propert/' means all ofthe assets of the Secudty Provider which from time to time are, or are expressed to be, the subject of the Transaction Secwity.

"Code" means the US Intemal Revenue Code of 1986.


'C ommitmenf' means: 3 (a) (b) in relation to the Original Lender, the amount in US Dollars set opposite its name under thc heading "Commitmsnt" in Schedule | (Original Lender) and lhe amount of any other Conniklent transfened to it rmder this Agreement; and in relation to any other Lendor, the amount in US Dollars of any Commitrnent transfcncd to it under tis Agrcement to the exte not cancelled, reduced or transferred by it under this Agreement.
"Compensatlon Proceeds" means any payments in respect of damages or breach of warrantiss under the Project Documents.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 6 (Fozn of Compliance Certilicate).
"Concessiou Agreement" means the concession agreement to be entered into betweeD, arnong ottrers, the Govemment reprcscnted by MOTd the National Commission for Privatization of the Republic of Sierra Leone, the Sky Rock and the Borrowcr, in connection with the Existing Port and the New Port.
"Confidential Information" means all information relating to a Security Provider, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from sither: (a) any Security Provider or any ofits advisers; or (b) anothcr Finance Pafty, if the information was obtained by that Finance Party directly or indirectly &om any Security Provider or any of its advisers.
in whatever form, and includes information given orally and any document, electronic file or any other way ofrepresenting or recording information which contaias or is derived or copied from suoh inforrnation but excludes information that: (i) (iD is or becomes public information other than as a direct or indir€ct any breach by that Finance Party of Clawa 36 (Conf;dentiality); rcsult of is identified in writing at the time of delivery as no*-confidential by any Security Provider or any of its advisers; (iir) is known by that Finance Party before the date the hformation is disclosed o it in accordance with paragraph (a) or O) above or is lawfully obtained by drat Finance Party after that date, &om a source which is, as far as that Finance Party is aware, unconnected widr the Security Provida and which, in either case, as far as that Finance Party is aware, has not been obtained iu breach of, and is not otherwise subject to, any obligation of confidentiality; or (w) any Funding Rate or Reference Bank Quotation.
4 "Coulideutlality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LN4A or in any other form agreed between the Borrower and the Facility Agent.

"Corrupt Praetices Laws" means: G) the Foreign Comrpt Practices Act of 1977 (Pub.

L. No.
L. No.

95-213, g0l0l-t&); (b) the OECD Convention on Combating Bribery of Foreign Public O{ficials in Intemational Business Transactions; and (c) any other PRC, Siena Leone, US, the United Kingdorn, European Union or United Nations law, regulation, order, decree or directivc having the force oflaw and relating to bribery kick-backs or similar business practices which is applicable to the Security Providers, including any regulations issued by OFAC.
"Debt Servlce Coverage Ratio" or "DSCR" means, for each Calculation Period, the ratio of (a) Cash Available for Debt Service to (b) Schcdulcd Debt Scrvice during such Calculation Period, "Deed of Charge" means the accounts charge entered into by the Borrower in favour of the Security Agent with respect to the Bank Accouots of the Borrowa, in forru and substance satisfactory to the Facility Agent.
'DebtEqutty Ratio" means the ratio of (a) all Financial Indebtedness of the Borrower outstaDding at the time of testing (including under the Facility, any hedging, letter of $edit, but excluding any shareholders loans made by the Shareholder to the Borrower) to (b) the Equity contributed to the Project (and not reimbuned or repaid to the Shareholder) at that time.
"Defaulf' means an Event of Default or any event or circumstance specified in Clause 22 (Events of Defaufi) which would (with the expiry of a grace period, the giving of notice, the making of any determination undcr the Finance Documents or any combination of any of the foregoing) be an Evcnt of Defaulg 'Delegate" means any delegate, agcnt, attomey or co-trustee appointed by the Security Agent.

'I)esignated Website" has the meaning given to that term in Clause 19.9 (Use of Websites).
"Dlrect Agreemenf' means a direct agreement, noticc and soknowledgement, acknowledgement and conscnt e3 elhgv simitar agreement cntcred into or to be entered into by, among others, the Security Agent and each counterpa$y to the following documents: the Concession Agreement, the EPC Contract, any agrcement supplementing or amending the above-mentioned Project Documents, or any other sgreemert with respect of which the Borrower and the Facility Agent agree that a direct ag&ement shall be cntered into substantially in the form set out in Schedul e 8 (Form of Direct Agreement) or to the satisfactory ofthe Facility Agcnt .
5 "Discharged Rights md Obligafons" has the meaning given to that term in Clause 23.5 (P ro c e du re fo r Tmnsfe r).

'Dispute" has the meaning give to that term in Clause 39.1 (Jurisdictlon).
"Disruption Evenfl means either or both of: G) a material disnrption to those payment or communications systcms or to those financial markets which aro, in each case, required to operate in order for payments to be made in connection with the Facility (or othcrwiso iD order for the transactions contemplated by the Financc Documents to be canied ouQ which disruption is not caused by, and is beyond the contol o( any ofthe Parties; or (b) the occurrence of any other event which results in a disruption (of a tcchnicsl or systemrrclatcd naturc) to the feasury or payments operations of a Party prcventing that, or any other Party: (i) from performing its payment obligations under the Finance Docwnents; or (ii) &om communicating with other Parties in accordance with the tenns of the Finance Documents, and which (in either such casc) is not caused by, and is beyond thc control of, tho Party whose operations are disnrpted.
'I)istribution" means any dividends or repayment of subordinated debt and reimbursement by the Borrower to any direct or indirect shareholder ofthe Bonower.

'I)SRA" has the meaning given to that term in the Accounts Agrecme,r .
'Environmental and Social Lows" means all laws, rcgulations or directions having the force oflaw that are applicable to the Borourer at thc relevant time in aay jurisdictiou in which the Borrower conducts its business which: G) have as a purpose or effect the protertiotr of and/or pr€veotion of pollutioq degradation, harm or damage to the €oviroDnent; O) provide remedies or compensation for harm or damagp to the ovironment; (o) relate !o the harming ofor the protection ofhuman health (including laws relating to the guality of life and legal rights of communities) or the health of animals or plants; (d) r€late to the hanning ofor the protection of cultural heritage or archaeological artefacts; (e) rolato to the pmtection ofindigenous people; (D (g) relatc to res€ttlement or economio displaccment ofpersons; or relate to occupational health and safety laws or labour and working conditions; 6 (h) relate to hazardous substances or healt\ security and safety matters.
'Environmental atrd Social Stsndards" means: (a) the OECD Revised Council Recommendation on Comrnon Approaches on the Environment and Officially Supported Export Credits; and (b) the set of principles so entitled and described in "the 'Equator Principles - June 2013 - a financial industry bencbmark for determining assessing and managing environnnental and social risk in Projects, and available at http://www.equatorprinciples.com/resources/eguator3rinciplesJll.pdf, as adopted in such form by certain financial institutions, as each are interprcted at the date ofthis Agrecmcnt.
"Environmental Claim" means any claim, procceding, formal noticc or investigation by any person in respect of any Environmental and Social [:w. "EPC Conhecf'means the engineering, procurement and conshuction contract dated March 8, 2017 entered into by aud between the Bonower as the employer and the EPC Contractor as thc contractor in conn€ction with the Project Worla.
"EPC Contractor" means the consortium jointly established by Tidfore, China Integrity Intemational Oceaneering Co., Ltd., Tidfore (Tianjin) Oceaneering Equipment Co., Ltd., and Tianjin Jinhao Intemational Co., Ltd. 'EPC Conhactor Declaration" mcans each declaration signed by the EPC Contractor substantively in the form set out at Schcdule 9 (Form of EPC Contractor Declaration) or any other form agxeed to by the Facility Agent.
"Equity" means: G) any subscription for share capital ofthe Borrower fully paid up in cash; and (b) the proceeds ofany shareholder loan made to the Borrowcr by any shareholder.

"Event of Defautf' means any cvent or circumstance specified as such in Clause 22 (Even* of Default).

"Ercess Cash Acroutrf' has the meaning givcn to that temr in the Accounts Agreement.

"Eristing Lender" has the meaning given to that tenn in Clause 23.1 (Assigment and Transfers by the Lenders).
'Txisting Porf' means the port facilities existing as ofthe date ofthis Agreement located at Queeu Elizabeth ll Quay, Freetown, Sierra Leone and operated by the Sierra Leone Ports Authority, which is as indicated in red in Appcndix I ofthc Conccssion Agreement' "External Indebtedness" means any Financial Indebtedness owed to a person domiciled, resident or having its head office or principal place of business outsidc of Sierra Leone.
7 "Foclllty" means the term loan faoility made available under this Agrcement as described iu Clause 2.1 (Tlrc Faciltty).

"Facllity Office" means the oftice or offices notified by a Lender to the Facility Agent in writing on or before tltc datc it becomcs a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the offic€ or offices through which it will perform its obligations under this Agreement.
"FATCA" means: sections 1471 to 1474 ofthe Code or any associatcd regulations; G) (b) any treety, law or regulation of any other jurisdictioq or relating to an ir:tergovemmental agreem€nt between the US and any othcr jurisdiction, which (in either oase) facilitates the implerrentation ofany law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant tp ths imFlementation of any treaty, law or regulation refcrred to in paragraphs (a) or (b) above with the US krternal Revonue Serwice, the US govemment or any governmental or taxation authority in any other jurisdiction 'TATCA Appltcstion Date" means: (a) in relation o a'$ithhotdable payment' described in section 1473(l)(A)(i) of the Code (which relates to payments of interrst and certain other payments from sources within the US), I July 2014; (b) (c) in relation to a "withholdable payment" descriM in section la73(l)(A)(ii) ofthe Code (which relates to "gross proceeds" from the disposition of prop€rty ofa type that can producc intercst tom sources within the US), I January 20 I 7; or in relation to a "passthru payment'' described in section l47l(d)Q) of the Code not falling within paragraphs (a) or (b) above, I January 2017, or, in each case, such other date from which such paymcnt may become subject to a deduction o!
withholditrg required by FATCA Es a result of aDy change in FATCA after the date of this Agreeme,Dt.

'TATCA Deducdon" means a deduction or wittrholding from a poyment under a Finance Document required by FATCA, 'BATCA Erempt Party" means a Party that is entitled to reccive payments free from any FATCA Deduction.
"FATCA FFf'means a foreign financial institution as dcfined in section laTl (d)(4) of the Code which if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction "Fee Lettef' mesns any letter or leters darcd on or about thc date of this Agreement between the rslevant Finance Parties and the Bonoweq sefting out any of the fees referred to in Clause I I (Fees).
8 "Final Maturity Dste" means the date whioh is the l5s annivcrsary of the date of the Initial CP Satisfaction this Agreement; "Finance Documenf ' means: (a) (b) the Accounts Agreemeng (c) each Security Document; each Fee Letter; the Sinosure Insurance Policy; (d) (e) each Utilisation Requesq (0 (g) each Hedging Agrecment, ifany; (h) (i) (r) each Transfer Certificatc; each Assignment Agreemcnt, if any; and any other document designatcd as zuch by the Facility Agent and the Borrower (each acting reasonably), in each case with effect from the date that each such Financc Document has been enterrd into by the partics thereto.
'Tlnance Pardes" means the Facility Agen!

the Security Agent, the Account Bank, thc Mandated Lead Arranger, and the Lcnders.

'Tinancial Closc Date" means the datc upon which each of the conditions precedent Iisted in Schedule 2 (Conditions Precedent) bavc been satisfied or waived.
"Financial Indebtedness" means any indebtedness for or in respect oft (a) moneys borrowed; (b) any amount raised by acceptanc€ under any acceptance crtdit facility or dematerialised equivalent; (c) any amount raiscd pursuant to aDy trote purchase facility or the issuc of bondg notcs, dcbeltures, loan stock or any similar instument; (d) (e) thc amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, bc reated as a finance or capital lease; reccivables sold or discounted (other than any receivables to the extent they are sold on a non +ecoune basis); 9 (0 (e) (h) (r) any amormt raised under any other transaction (including any forward sale or purchasc sgrcemcnt) of a qDe not referred to in any other paragraph of this definition having thc commercial effect of a bonowing; any Treasury Transaction (and, when calculating the value of that Treasury Transactiorq only the marked to market value (oq if any actual amount is due as a rcsult of the temrinatioo or close-out of that Treasury Transaction, that amount) shall be taken into account); any counter-indemnity obligation in respect of a guarautee, indemnity, bond, standby or documentary letter of credit or aDy othef, instument issued by a bank or financial institution; and the amount of any liability in respcct of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.
"Flnanclal Statements" means statements of financial pcrformance, financial position and cashflow together with any statements, reports (including director's and auditor's report) and notes attached to or htended to be read with any of them.

'Tirst Currency" has the meaning given to that term in Clause 14.1 (Currenry Indetmity).

'Tirst Repayment Date" means the 20th Junc or 20th December that occurs first after the last day ofthe Availability Period.
"Good Industry Practice" means the exeroise ofthe degree of skill, care and operating practice which would rcasonably and ordinarily be expected from a skilled and experienced person engagcd in the samc 6ryc of undertaking as thc Borrower under the same or similar circrmstances, "Goveromenf' means tle government ofthe Republio ofSierra Lcone.
"Governmeut Entity" means: (a) (b) any authority, agency or depafinent cstablished by the govemment of Sierra the goveruneut of Sienz Leone; I-eone; (c) the cental bank of Siena Leone or any entity holding all or a substantial pa of the foreiga reserves or investments of Siena Leone; (d) any province, state or otho political subdivision of Siena Leonq and (e) any public corporation or other entity of which any other Government Entity has direct or indirect control and control for this purpose means the power to direct the management and the policies ofthe cntity whether through the ownetship of share capital, contract or otherwise' "Government Letter of Support" means the Ietter of support issued by the Ministry of Finance and Economic Development on behalf of the Govemment in favour of the l0 Finance Parties iu connection with its support to tho Borrower for the timely payment of the instalmoots of the Advance Payrnent.
"Hedging Agrcemenf'means any master agresmcnt, confirmation, schedule or other agreemeut etrtered into or to bc entered into by the Bor:ower and a hedge counterparty for the purpose ofhedging the types ofliabilities and/or risks in relation to the Facility.

"Eolding Company" mcans, in relation to a person, any other person in respcct of which it is a Subsidiary.

"ICBC Group" has the meaning given to that term in Clause 21.20(b) (Treasury Transactlons).
"IFRS" means intemational accounting standards within thc meaning of thc LAS Regulation 16062002 to the extent applicable to the relevant financial statements.

"Initial Advance Payment" means 50% of the Advance Payment, which will be paid by the Borrower to the EPC Contractor before the Initial CP Satisfaction.

'lnitial CP Satisfacdon" means the notification grven by the Facility Agent to the Borower in accordance with Clause 4.1 (Initial Conditions Preeedent).
"Itrterest Poyment Date" means: (a) each June 20o and Deccmbcr 20'h aftcr thc date oflnitial CP Satisfactioq and (b) the Fiml Maturity Date.
'Insurauce Proceeds" means all proceeds and amounts payable to, or received by or on behalf of the Borrower under any insurances or re-insurances relating to damage to the Project but exoluding any insurance proceeds (a) rcsulting from motor thild party liability and worker's compensation policies and any othcr third party liability policy where such proceeds are directly applied in meeting the liability in respect of which they are to be paid and (b) resulting from any business intemtption insurance polioy "Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 9 Unterest Periods) and, in relation to an Unpaid $''m, each period determined in accordance with Clause 8.3 (Default interest).
"Lender" means: (a) (b) atry bank, financial institution, trust, fund or othel entity which has become a the Original Irnde4 and Party in accordauce with Clause 23 (Changes to the Lenders), which in each case has not ceas€d to be a Party in accordancc with the tcrms of this Agreemont.
"LIBOR" means, in relation to any Loan: ll (a) (b) the applicable Scroen Rate as of the Specified Time on the Quotation Day for US Dollars and for six (6) months; or ifno Scrccn Rate is available for dollars the Reference Bank Rate.

"LMA" means the Loan Market Association, 'T,oan" means a loan made or to be made under the Facility or the principal amount outstandiEg for the time being ofthat loan.

"Majority Lenders" means a Lendcr or Lenders whosc Commitoent aggregate more than 6dlz per cent.
of the Total Comrnihncnts (or, if the Total Corunitmcnts have becn reduccd to zero, aggregated more than 6eh per ccnt.

of the Total Commitncnts immediately prior to the reduction).

'Mandated Lead Arranger" has the meaning given to that term in the preamble of this Agrecment.

'Margin" means three point five (3.5) pcr cent por annum.
'Material Adverse Effecf' means a material adversc effect on: G) (b) (c) (d) (e) (0 G) the busincss, assctq or financial condition ofthe Bonower; the assets or financial condition ofthe Guarantor; the implementation ofthe Projecq ttre ability of the EPC Contractor to perfomr and comply \4,ith its obligations und€r any Project Document or Finance Dooument; the validity, logality or enforceability ofany Transaction Docutne ; the validity, legality or enforceability o{, or thc effectivencss or ranking of any Security grauted or purported to be ganted pursuant to, any Finance Documenc or any right or rcmedy ofa Finauce Party in rcspect ofa Finance Document.
"Materlal Licence" means the licenses, approvals or consent in connection with the Prcject listed in Appcrdixl (List of Material Licence).
'MOFED" means the Ministry of Finance and Economic Development of the Republic of Sierra lrono, "Monttr" means a period starting otr one day in a calendar month and ending on the numerically corresponding day in the next calendar month., except that (a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediatoly preceding Busincss Day; t2 (b) (c) if there is no numerically correspondilg day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and if an Intercst Period begins on the last Business Day of a calendar montlq that Interest Period shall cnd on the last Busiless Day in the calcndar month in which that Interest Period is to end.
The above rules will only apply to the last Month of aoy period.

'Mortgage over Assets" mcans the mortgage agreement over equipment and other assets of the Borrower in relation to the Project entered into by the Borrower in favour ofthe Finance Parties, in form and substance satisfactory to the Facility Agent.

"MOTA" means the Mnistry of Transport and Aviation of the Republic of Sierra l,eone.

'New Lendey'' has the meaning given to that torm in Clause 23 (Changes to the l*nders).
'New Porf,' means the port faoilities to be constructcd by thc EPC Contractor in accordance with the EPC Contact.

"OFAC' means the United States Department of thc Treasury Oftice of Forcign Asset Contol.
"OFAC Lisf' m€8rui the Spccially Designated Nationals and Blocked Persons List, as published by the United States DepErtnent of the Treasury Office of Foreign Asset Contol Aom time to time, and available on the intemet at the following website: http://www.treas.sov/oflices/enforcement/ofac/sdr/index.html or any official successor website, "Originat Lender" has thc meaning givcn to that term in the preamble of this AgreemeEt, "Paper Form Lender" has the meaning givcn to that term in Clause 19.9 (Use of Websites).
"Party" means a parly to this Agreement.

'?RC" means the People's Republic of China, cxcluding, for the purposes of this Agroemenq the Hong Kong Special Administrative Region, the Macao Spocial Administrative Region and Taiwan.

"Prepryment Notice" has the meaning given to that tcrm in Clause 7.2 (Mandatory Prepaynent).
"Projecf' means the upgrading of the Qucen Elizabeth ll Quay at Freetown Port' the Republio of Siena Leone undertaken by the Borrower including expansion of existing port facilities and construction ofnew port facilities.

"Project Costs" means: t3 (a) capital expcnditure inourred by the Borrower in carrying out the Project Works, all sums payable uuder Ore EPC Contrao!
including each ofthe following: (i) (iD fees and costs of any professional adviser engaged by the Bonower in respecl ofthe design atrd construction ofthc Project Works; and (iir) costs ofany site investigation survcys and tests; (b) the cost of any authorisatioas necessary, customary or desirable for the Project Works; (c) the Sinosure Insurance Prcmium; (d) any premium payablo in respect of insurances (other than insurances to be effected and paid for by the EPC Contractor); (e) any legal, accounting and other professional fees and costs incurred by the Borrower in cormection with the negotiation and entry into of the Transaction Documents and any documeots refemed to in the Tranmction Doouments; any liabilities of the Borrowa under the Project DocumenB; (0 (g) any administrztive, managcment and employee costs; (h) any value added or similar Tax in respcct ofany ofthe above; and (l) any other costs and expenses agreed as such by the Facility Agenq Q -r "ProJect Documenf ' means: (a) the EPC Contracq (b) the Conccssion Ag@menq (c) any leases entered iuto by the Borrower as the lessor for the leasing the New Por!
strd (d) any other material contract entcred inlo by the Borrower relatiry to the Project designated as a "Project Document" by the Borrower and the Facility Agent, in cach case with efrcct from the date that gach such Project Document has been cntercd into by ttre parties ttrereto, '?roject Works" mcans thc dcsign, development and construction ofthe Project aad any other works contemplated by the EPC Contzct, including the constnrction of the hydraulic main body of the quay, 3 container berths and I ro-ro berth, conducting harbor basin, berths aud ohauel dredging, constsuction of nec€ssary navigation ad navaid facilities, formation of baok land area conesponding to berths, foundation treafiient and surface layer, purohase, installation and cornmissioning of relevant equipment, and other t4 anoillary add suxiliary works, inoluding water supply, drainage, fire control, electicity and lighting.
"Quotation Day" means, in rclation to any period for whioh an interest rate is to be deterrnined two (2) Business Days before thc first day of that pcriod unless markct practice differs in the Relevant Interbank Market, in which case the Quotation Day will be determincd by the Facility Agent in accordance with market practice io the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more thsn onc day, the Quotation Day will be the last of those days).
"Receiver" means a rcceiver or receiver and managcr or administrativc receiver ofthe whole or any part ofthe Charged Property.

"Recipienf' has the meaning given to that term in Clause 12.6 (I/AI).

'T.ecovered Amounf' has the meaning given to that term in Clausc 28.1 (Paymenx to Finance Parties), "Recovering Flnance PartP has the meaning given to that term in Clause 28.1 (Payments to Finance Parties).

"RedisEibuted Amounf' has the meaning given to that term in Clause 28.4 (Reversal of Redistribution).
'T.eference Bank Quotation" means any quotation supplied to the Facility Agent by a Reference BanI<, 'Reference Benk Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in dollars for six (6) months, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market sizE in that curreacy and for that period.
"Reference Banks" means the principal London o{Iices of ICBC, Bank of China, BNP Paribas and HSBC plc or such other balks as may be appointed by the Facility Agent in consultation with the Borrower.
"Related l'und" in relation to a fund (the 'Tirst fund"), means a fund which is managed or advised by the sams investment mauagd or investment adviser as the first fund or, if it is managed by a different investorent manager or investrnent adviser, a fund whose investnent manager or invesunent adviser is an Affliate of the investslent manager or invcstment adviser ofthe first fimd- "Relevont Interbank Market" means the London interbank market.
"Relevrnt Party" has the meaning given to that rcrm in Clause 12.6 (fAD.

"Relevant Obllgadons" has the meaning given to that term in Clause 23.6 (Procedure for Asstgment).

l5 'T.epayment Dates" m€ans the First Repaymcnt Date, eaoh Intersst Payment Date occurring thereafter and the Final Maturity Date.

"Repayment Instalmenf' mcans cach instalment for repaymcnt of the principal amount outstanding of a Loan as detemrined in accordance with the Repayment Schcdule with rcspcct to that [.oan.
"Repayment Schedule" means the schedule of Repaym.ent Dates and amounts in respect of repayment of the Loans determined or established in accordance with Clause 6 (Repayment).

'R.epeating Representations" means each of the rcprescntations set out in Clause 18 (Representatlons) other than the reprcsentations made under Clauses 18.8 (No Ftltng or Stamp Taxes) and L8.20 (Taxes).

"Representative" means any delegate, agent, manager, administrator, nominee, attomey, tnrstec or custodian.
to the total amount of "Required DSRA Balauce" means, at any timo, an amount €qual all principal scheduled to be paid and all intcrest expected to be payablo under the Facility on the next Interest PaymeDt Date.

"Sancdoned Percon" means an entity (or equivalent) or individual which is the subject of Sanctions.
"sanctions" means laws and rcgulations rclating to economic sanctiors or terrorism financing imposed, administered or enforccd from timc to time by any percon or any entity representing the People's Republic of China, the United States of America (including by thc U.S. Departnent of State and OFAC), the United Nations Security Council or the European Union each as amcnded, supplemented or substituted from time to timc.
"Scheduled Completion Date" means the day v/hich is forty-eight (48) months after the cotnmencsment ofthe construction under the EPC Conhacl, "Scheduled Debt Service" means, without double-counting for a Calculation Period, (a) the sum of principal amount of the Inans due and payable by the Borower to the Finance Parties under the Finance Documents; plus (b) (c) all financing costs and withholding Taxes which are due and payable by the Borrower to the Finance Parties under the Finance Documents; plus all net amounts falling due from the Borrower under a Hedging Agreement (other than hedging tennination payments), if any.
"Screen Rote" means the Loudon interbank offered rate administered by ICE Benchmark Adminisfation Limited (or any other person that takes over the administation of that mte) for dollars for the relevant period displayed on page LIBORO1 of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate), or on the appropriate page of such othcr information service which publishes that rate from l6 time to time in place of Thomson Rcuters.
If such page or service ceases to be available, the Facility Agent may specifo atrother page or service displaying the relevant rate Efter consultation n ith the Bonower, "Second Currency" has the meaning given to that term in Clausc 14,1 (Cunenq Indennity), "Secured Obllgations" means all obligations at any time due, owing or incurred by the Borrower or the Guarantor to any Secured Party under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity).
"Secured Parties" means each Finance Party from time to time party to this Agreement and any Receivor or Delegate.

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrsngement having a similar effect.

"Second Advance Paymenf'moans 50% ofthe Advanoe Paymen!

which will be paid by the Borrower to the EPC Contractor urithin twelve (12) months after the payment of the Initial Advance Payment.
"Security Agenf' has the meaning given to that term in the preamble ofthis Agreement "Securlty Asslgnmenf' means the deed of security assignment entered into by thc Borrower in favour of thc Sccurity Agent with rcspect 1o thc following Project Documents: (i) the EPC Contrsct and any performauce security thereunder, (ii) the Concession Agleement, (iii) any leases entercd into by the Bonower as the lessor for the leasing of the New Port, and (iv) any service agrcemcnt cntcrcd into by the Bonowcr and thc servicc providers in relation to certsin services provided in corurection with the operation ofthe New Port, in form 8nd substance satisfactory to the Facility Agent.
the Security Assignment; "Security Documetrts" means: (a) (b) (c) the Deed ofCharge; the Mortgage over Assets; the Share Pledge; (d) (e) each Direct AgreemeDg and (0 any othcr document evidencing or cr€ating security over any ssset of thc Borrower to secure auy obligation of the Borrower under the Finance Documents.

"security Provider" means a party granting a Seourity Inter€st pursuant to any of the Security Documents.
t7 "Service Agreement" means a service agreement to be entercd into by the Borrower and the servicc provider{s) in relation to certsin services provided in connection with the operation ofthc New Port.

"Shsreholder" means Sky Rock.

"Share Pledge" means the share pledge agrcomcnt to be entercd into by the Sharcholder iD respect of their shares in the Borrower in favour of the Security Agent, in form and substance satisfaotory to ttre Facility Agent.
"Sharing Flnance Pardes" has the meaning given to that term in Clause 28.2 (Redistribution of Pqtnents).

"Sharing Payment'' has the meaning given to that term in Clause 28.1 (Payments to Finance Parties).

"Sierra Leone" means the Republic ofSierra Leone.

"sinosure" means China Export & Credit Insursnce Corporation (+Elfi tr{EHfr&a\ Fl), an export credit agency incorporated under the laws ofPRC.
"Sinosure Insurance Pollcy" means export buyer's credit inslrance policy issuod by Sinosure for the benefit of the Lenders (iucluding any applicable general conditions, special conditiors, particul conditions, policy endorsements and all other attachments thereto) providing for the coverage of at least 95% of the Facility plus accrued interest in respect of political and commercial risks, il each case, in connection with the Project, which shall be on the terms and conditions satisfactory to the Lenders and established by Sinosure.
"Sinosure Insurance Premium" means any prcmium payable in respect of the Sinosure Insurance Policy for the account of Sinosure.

'Site" has the meaning given to it in the EPC Contraot.

"Sky Rocld' means Sky Rock Management Limited, a limited liability company incorporated under the laws of the British Virgin Islands with the BVI company number of 1911926.

"Specified Time" means a time determined in accordanee with Schedule 7 (Timetables).
"Subsidiary" mcans an entity of which a person has direct or indirect contsol or owns directly or indircctly more than fifty (50) per cent.

of the voting capital or similar right of ownership and contol for this purpose means thc power to direct the managertent and the polioies of the entity whether through the ownership of voting capital, by conffict or otherwise.

"Sum" has the meaning given to that term in Clause 14.1 (Currency Indemnity).
"Supplier" has the meaning given to that term in Clause L2.6 VAn t8 D a; 4I "Tax" mcans any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or intcrest payable in conncction with any failure to pay or any delay in paying any ofthe same).

"Thlrd Pardes Acf' has them meaning given to that term in Clause 1.4 (Third Party Rights).

"Tldfore" means Tidfore Heavy Equipment Group Co., Ltd., a limited liability company incorporated under the laws of PRC.
'"Total Commltments" means the aggregate of the Commitments, being US$659,000,000 on thc date of this Agreement "Trrnsaction Autlorlsation" moans any authorisation, permit, liconoe, consent or appmval required by any person or customary for any person to hold in connection with the entry into, performance, validity and enforceabilig of, and the trarsactions contemplatcd by, the Transaction Documents or to otherwise implement the Project, including but not limited to the Material Licence.
'oTransaction Documents" means the Finance Documents and the Project Documents.

"Transaction Security" means the Security created or expressed to be created in favour of the Security Agent (for and on behalf of the Financc Parties) pusuant to the Sccurity Documeots.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certifrcate) or any other form agreed betwoen the Facility Agent and the Borrower.
"Transfer Date" means, in rclation to an assignment or a transfer, the later of: (a) the proposed Transfer Date specified in the relwant Assignment Agreemont or Transfcr Certifi cate; and (b) the date on which the Facility Agent executes the rclevant Assignment Agreement or Transfer Certifi cate, "Trersury Transactions" means any derivative transaction cntered into in conneotion with protection against or benefit from fluctuation in any rate or price.
"Unpaid Sum" means any sum due and payable but unpaid by a Security Provider under the Finance Documents.

"US" means the United States of America.

"US Tax Obligor" means: (a) (b) a penlon some or all of whose paymeirts under the Finance Documents are from a petson which is resident for tax purposes in the US; or sourrcs qrirhin the US for US fedoral income tax purposes.

l9 "Utillsation" means a utilisation offunds from the Facility.
"Utillsation DatC' means the date of a Utilisation, being the date on which the relevant Loan is to be made.

"Utillsation Request" means a notice substantially in the form set out in Schedule 3 (Uti lisation Req ues t).

'YAT' means any value addcd tax, or consumption or sales tax, and any other tax of a similar nature imposed in any relevant jurisdiction.

"Website Lenders" has drc mcaning givcn to that tcrm in Clausc 19.9 (Use of llebsites).
1,2 Construction (a) Unless a contrary indication appears, any reference in this Agreement to: (i) the "Facillty Agenf', the "Arranger", any "Finance Party", any "Lender", any "Party", any "Secured Party'', the "Security Agenf', any "Security Provider" or any other person shall be construed so as to inolude its successos in title, pennitted assigns and permitted tramferees to, or o{ its rigbts and/or obligations under the Finance Documcnts and, in the case ofthe Security Agent, any person for the time being appointed as Security Agent or Sscudty Agent in accordance with the Finance Documentsl (i0 a document in "agreed form" is a document which is previously agrecd in writing by or on behalfofthe Bonower and the Facility Agent or, ifnot so agreed, is in the form specified by thc Facility Agent; (iii) "assets" includes present and future prop€fties, r€venues and rights of cvery description; (rO a "Finance Documenf' or a "Transaction Documenf' or any other agreement or instrument is a refercnce to that Finarce Document or Transaction Document or other agreement or iDsfument as amended, novated, supplemented, extended or restated; (v) "guarantee" means (othcr than in Clause L7 (Guarantee and Indemnity)) any guara ee, leuer of credit, bond, indemnity or similar a!|sruance against loss, or auy obligatior!
direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an invesment in or loan to any person or to purchasc assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness; (vl) "indebtedness" includcs any obligation (whether incurred as principal or as sulety) for the payment or repaJ,ruent of monry, whether present or future, actual or contingent; TJ 20 (vii) a "person" inoludes any individual, firm, company, oorporation, govenunent, state or agenoy of a state or any association, trust, joint venture, co$ortium or partnership or other entity (whether or not having separate legal posonality) ; (viii) a "regulation" includes any regulation, rule, official directive, rcquest or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency or department or of aly regulatory self-regulatory or other authority or organisation; (ix) "disposal" means a sale, transfer, assignment, grant, Iease, licence, dcclaration of tsust or other disposal, whethcr vohmtary or involuntary, and dispose will be construed accordingly; (x) a provision of law is a referencc to that provision as amended or re- enacted; and (xi) a time ofday is a reference to London time.
Clause and Schedule headings are for ease ofreference only.

Unless a conmry indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agrccmcnt A Default (other than an Event of Default) is "continuingl' if it has not been remedied or waived and an Event of Default is "continuing" if it has not been remeilied or waived.
(b) (c) (d) 1.3 Currency Symbols and Definltions 'tIS$", 'US Dollars" and "dollars" denote the lawful currcncy of the Unircd States of America.
"SLL" and "Slerra Leone Leonern Leone" denote the lawful currency ofthe Republic of Sierra Leone, 1.4 Third Party Rights (a) Unless expressly provided to the conrary in a Finatrce Docwnent a person who is not a Party has no right under the Conracts @ights of Third Parties) Act 1999 (the "Third Parties Acf') to cnforce or to cnjoy the beneft of any tenn of this AgreEmenL (b) Notwithstanding any provision of any Finance Document, lhe consent of any person who is not a Psrty is not requted to rescind or vary this Agreement at any time.
1.5 Deed This Agrcement shall take effect as a deed even if it is signed underhand or on behalf of one or morc Parties.

2t 2.

2.1 2.2 2.3 TEEFACILITY The Facillty Subject to the terms of this Agreemenq the Lenders make available to the Borrower a term loan facility denominated in US Dollars in an aggregate amount equal to the Total Commitnents.

Finance Parties' Rlghts and Obligatlons (a) The obligations ofeach Finance Party under the Finance Documents are scveral.
Failure by a Finance Party to perform its obligations under the Finance Documcnts does not affect the obligations of any othcr Party under the Finance Documcnts.

No Finance Party is responsible for the obligations of any otho Finance Party under the Finance Documcnts.
(b) The rights of each Finance Parly undcr or in conncction with thc Finance Documents arc separate and independent rights aud any debt arising under the Finance Documents to a Finance Party from the Borrower or the Guarantor shall bc a separate and indepei:dent dobt (c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
Sinosure Override (a) Notwithstanding anything to the contrary in any Finance Document other than paragraph (ii) below, nothing in any Finance Document will oblige any Finance Party to act (or omit to act) in a manner that is inconsistent with any requirement of Sinosure under or in connection with the Sinosure Insurance Policy or any Finance Document under which a Finance Party is an insured party, and in particular: (, the Facility Agent is authorised to take all such actions as it may deem nccessary to ensure that all requirements of Sinosure under or in connection wi0r the Sinosure Insurance Policy arc complied with (provided that such action is in accordance with the requirements of the Finance Documents other than such provisions of this Agreement which prcvent it from complying with Sinosure's requirements under the Sinosure Insurance Policy); and (ii) a Finance Party is not obliged to do anything i{ in its opinion, to do so could result in a breach of any reguiroment of Sinosure under or in connection with the Sinosure lnsurancc Policy or affcct the validity of the Sinosure Insurance Policy.
(b) Nothing in this Clause 2.3 (Sinosure Ovenide) will affect the obligations of the Security Provider and the Guarantor under the Finance Documents.

(c) I4 in thc opinion of thc Facility Agcn!


there are any tenns of any Finance Document that contradict or conflict with any provision ofthe Sinosure Insurance 22 Policy such that compliance by a Finance Party with the terms of the Sinosurc Insurance Policy may result in breach by a Finance Party of the terms of that Finance Document, the Facility Agent must, upon becoming aware of the contradiction or conflict, notiff the other Finance Parties.
The Parties agre€ that in such circumstances they will enter into good faith discussions with a view to agreeing amendments or supplements to thc relevant terms of any Finance Document as uecessary so that compliance by any Finance Party with the terms of tho Sinosure Insurance Polioy will not rosult in a breach of the terms of the relovaat Finance Documenl Il the event of any conflict between the terms of any Finance Document atrd the Sinosure lnsurance Policy, as amongst Sinosue and each Finance Party which is a beneficiary of the Sinosure llsurancc Policy, the tenns of the Sinosure Insurance Polioy will prevail.
Each of dre Bonower and the Guarantor agrccs and acknowledges, and the Bonower shall procue that the Shareholder agrees and acknowledges, that the Sinosure Insurance Policy is a separate arangement between Sinosure and the Finance Parties and that neither the Security Provider nor the Guarantor will have any right or recourse against any Finance Party in relation to or arising by reason of any payment made by Sinosure to any Finance Party pusuant to the Siuosure Insurancc Policy.
Each of the Borrower and thc Guarantor agrccs and acknowledges, and the Borrcwer shall procure that the Shareholder agrees and acknowledges, that its paymmt obligations under the Finance Documents will in no way be relieved by the Sinosue Insurance Policy.
In the casc of any payment to any Finaoce Party pursuant to the Sinosure Insurance Policy, each of the Borrower and the Guarantor acknowledges, and the Borrower shall procure that the Shareholder acknowlcdgcs, that Sinosure will, in addition to any other rights whioh it may have under the Sinosurc lnsurauce Policy or otherwise, havc firll rights of recourse against the Security Providers and Guarantor pu$uant to its rigbt of subrogation as refened below, Each of the Borrower and the Guarantor agrees and acknowledges, and the Bonower shall procue that the Shareholder agrees and aclcrowledges, that the rights of recourse of Sinosure will in no way bc affected in a manner adverse to Sinosure by any dispute, claim or coun&rclaim whatsoever between the Borrowcr or the Guarautor (as the case may be) and the Finance Parties or any Finance Party, botwoen the Borrower or the Guarautor (as the case may be) and Sinosurc, or betwec!
any other parties.
(d) (e) (D (e) 2.4 SlnosureSubrogation (a) Notwithstanding any other provisiotr of this Ageement, each Party unconditionally agrees aod acknowledges that, upon atry payment by Sinosure to the relevaut Lenders of amounts due and payable under any Finance Document in accordancc with the provisions of the Sinosure Insurance Policy, Sinosure will (where applicable) have thc right to bc subrogatcd to the rights of the relevant Lenders under the Finance Documents against the Security Providcrs and the Guarantor in accordance with the Siaosure [rzurance Policy and/or relcvant law 23 provided that Dothing in any Finance Dooument shall give Sinosure the right to double-recovery.
(b) Furthermore, each of the Borrower and the Guarantor consents to, and the Borrower shall procure that the Shareholder consents to, any assignment by any Lender or the Facility Agent of any or all of its rights under the Finance Documents to Sinosure as may be required by the provisions of the Sinosure Insurance Policy.
Each of the Bonowcr and the Guarantor agrees, and the Borrower shall procure that the Shareholder agrees, to cooperate with the Facility Agent and the relevant Lender, as the case may be, in giving effect to atry assigument and to take all actions requested by the Facility Agent or the relevant Lendcr to implement or give effect to such assignment.
(c) On the date of any subrogation to, or (as applicable) assignment o{ rights refened to in this Clause 2.4: (i) all further rights and bonefits (including the right to receive interest in respect thereof but not any duty or other obligations) whatsoever of the relevant Lender ir relation to the portiotr of the Utilisation or the rights and benefits to which such assignment or rights of subrogation relate under or arising out of this Agreement shall, to the extent of zuch assigument or rights of subrogatioL be vested in and be for the benefit of Sinosure; and (ii) refercnces in this Agrecrnent to the relevant [,onders shall, where relevant iu the context, thereafter be construcd so as to includc Sinosurc in rclation to zuch rights and benefits as are assigned to, or to which Sinosure has rights of subrogation.
(d) Each Party aclarowledges and agrees that: (i) rights which Sinosure would be submgated to (or may be assiped to Sinosure) following a paym.ent by Sinosutc undcr the Si:rosurc Insurance Policy may trot be amended to limit, modifu or eliminate any rights (or potential furth€r righls) of Sinosure without its prior writteE consent; and (ii) Sinoswe may, following a paymetrt by Sinosure under the Sinosurc Insuranoo Polioy, exercise or enforce the rights referred to in paragraph (c) above.
(e) (0 The Finance Parties acknowledge that the Sinosurr Insurance Policy requires the Finance Parties in certaitr circumstances to act ir accordance with the instructions of Sinosure in relation to Finance Documents including, without limitation, in respect of amendments, waivers and consenls and that there may be consequences (whether express or otherwise) under the Sinosure lnsurance Policy for failurc to act in accordance with those instructions.
All agreementg representations and warrantiqs made in this Agreemert shall survive any assignment or transfer made pursuant to this Clause 2.4 and shall also inure to the benefit of Sinosure.

24 2,5 G) Sinosure may enforce its rights under this Clause 2.4 undor the Third Parties Act.
EPC Confract (a) The Borrower's obligations under this Agreement are separate &om and are not in any way conditional upon the pcrformancc of thc EPC Contract by any party thereto and will not be affected or discharged by any matter affecting the EPC Confact or any conhact or othor arrangement between tho EPC Contractor (or any member oftho consortiuE that constitutes tho EPC Contractor) and any other party to the EPC Contract including, without limitation, thc performance, non- performancc, ftustration or invalidity or thc deshrction, non-completioD, or non- firnctioning of any of the goods and services to be supplied under the EPC Contract, the rcvocation, repudiation or cancellation of the EPC Contract or the liquidation or banknrptcy of the EPC Contactor (or any member of the consortium that constitutes the EPC Contractor).
(b) The Borrower's obligations under this Agrcement will not bc affccted in any way by reason of any claim which the Bonower or the Project Company may have or may consider that it has against lhe EPC Coutractor or in connection with the Projcct.

3.

PI'RPOSE 3.1 Purpose The Borrower shall apply all amounts borrowed by it under the Faoility to finance 85% of: (a) the goods and/or s€rvices rmder the EPC Contract provided by the EPC Contractor in connection with the Projec!
and (b) tho Sinosure tcsurance Premium under the connection with the Project.

Sinosure Insurance Policy in 3.2 Monitoring No Finance Party is bound to monitor or veriS the application of any amount borrowed pursuant to this Agreement 4.
CONDITIONS OF UTILISATION 4.1 Initial Conditions Precedent (a) Thc Borrower may trot deliver the initial Utilisation Request unless the Facility Agent has received all of the documcnts and other widence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent, or, otherwise waivcd such requirement for reccip of any such docrnnetrts or evidence by the Facility Agent.

The Facility Agent shall notiS the Borrower and the Lenders promptly upon being so satisfied.
(b) Other than to the extent that the lvlajority Lenders notifu the Facility Agont in writing to the contrary before the Facility Agent gives the notification described 25 in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to givc that notificatioo.

The Facility Agcnt shall not be liable for any damages, costs or losses whatsoever as result of giving any such notification.
4,2 Further Conditions Precedent The l..enders will only be obliged to comply with Clause 5.4 (Lenders' participations) if on thc date ofthe Utilisation Request and on the proposed Utilisation Date: (a) no Default is continuing or would result from the proposed loan; (b) the Repeating Representations to be made by each of the Borrower and the Guarantor are true and correcq (c) (d) (e) (0 all Transaction Documents have been entered into, and are in fi.rll force and effcct and have not been amended or superseded (other than with this prior written consent of the Facility Agent), and any conditions precedent thereunder have been obtained or effected and are in full force and effect; all Tmnsaction Authorisations rcguired as of that date have been obtained or effected, are in full force and effect and have not been suspended; all perfection steps in relation to the Transaction Seourity have been completed and are in full force and effcct; the Sinosure Insurance Policy is in full forcc and effcct and will apply to the requested Utilisation and intelest thereon during the period in which such Utilisation remains outstanding; (d thc Facility Agent has received a certificato sigred by a direotor or duly authorised officcr of the Borrower certiffing that the proceeds of the proposed Utilisatiou are reasonably anticipated to be requircd to satisry paymcnt obligations in respect of invoices issred under and in accordance with the EPC Contract within thirty (30) days ofthe proposed Utilisation Date; (h) the Facility Agent
 has not received written notice from Sinosure which, (i) (ii) terminates or repudiates the Sinosure Insurance Policy; or requires the Lendcrs to suspend or cancel any participation or proposcd participation in a Utilisation; (r) 0) (k) an origiual or certified copy of cach relevant EPC Contractor Declaration duly signed by the authorised sigrratory of the EPC Contractor and addressed to the Facility Agcnt; in the sole opinion of the Finance Parties, no material breach or default (howevor so dcfined within those documeots) has occuned in respect of any Project Documents; all fees, expenses and other charges then due and payable to legal advisers oftho Finance Parties have been paid; 26 0) unless thc Facility Agent has received evidence that the Second Advance Payment has been received by the EPC CoDfactor in full, a ccrtificate tom the Borrowcr confirming that the perrentago of the aggregate outstanding loans (after taking into consideration ofthe proposed loan) in the Total Co[unitments do not exceed 50o/o.
(m) an amount equal to st least the Required DSRA Balance is standing to the crcdit ofthe DSRA; and (n) no events, conditions or circumstance affecting any of the Borrower and the Guarsntor exist which have had, arc continuitrg to have, or could reasonably be expected to havo a Malerial Adverse Effeot as a result from the making of the proposed Loan.

4,3 Maximum Number of Loans No more than one (l) t oan shall be made in any one (1) ca.lendar month.

5.
5.

5.r E) 5.3 UTILISATION Dellvery of a Utilisation Request The Bor:ower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.
Compledon of a Utilisation Request (a) Each Utilisation Request is irrcvocable and will not be regarded as having been duly oomploted unless: (i) the proposed Utilisation Date is a Business Day within the Availability Period; (it) tho ourrency and amount of the Utilisation comply with Clause 5.3 (Cunency and amounr); and (iil) the proposed lnterest Period complies with Clause 9 (/zrerest Periods).

(b) Only one Loan may be requested in oach Utilisation Request.
Currency and Amount (a) The currency specified in a Utilisation Request must bc dollars.

(b) The amount of the proposed Loan must be an amourt which is not more than the Available Facility and which is a minimum of US$1,000,000 or, if less' the Available Facility.

21 5.4 Lenders' Participations (a) If the couditions set out in this A$cement have been met, each Lender shall make is participation in each Loan available by the Utilisation Date tbrough its Facility Office.
(b) The amount of each Lender's participation in each Loan will be equal to the proponion bome by its Availsble Conmitment to the Available Facility immediately prior to making the Loan.

(c) The Facility Agent shall notiff each Lender ofthe amount of each Loan and the amount of its participation in that Ioan by the Specified Time.

5.5 Cancellation of Commitnent The Commitnents which, at that time, are unutilised shall be immediately cancelled on the last day of the Availability Period.
6 6.1 REPAYMENT Repayment of Loans (a) The Borrower shall repay the Loans in twenty-two (22) consecutive and equal instahnent on each Repayment Date.

(b) The Borrower shall rcpay all of the outstanding principal amounts of the [.oans (together with all other amormts owing under the Finance Documents) to the Finance Parties on the Final Maurity Date.
6.2 Repayment Schedule The Facility Agent shall, as soon as practicable after the date ofthe First Repayment Date is establishcd, prepare a Repayment Schedule setting out cach Repa)rment Date and each Repayment lnstalment, and disribute to the Ifiders (with a copy to the Bormwer).

6.3 Reborrowtng The Borrower may not reborrow any part ofthe Facility which is repaid.
7 7.1 PREPAYMENT AND CANCELLATION Illegality It in any applicable jurisdiction, it becomes uulawful for a Lender to perforrn any of its obligations as contemplated by this Agreement or to fund or maintain its partioipation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Leador to do any such thing: (a) that Lender shall promptly notifo the Faoility Agent upon becoming aware ofthat event; 28 (b) (c) upon the Faoility Agent notiling the Borrower, the Cornmitment of that Lender will bo irnrnediately cancelled; and the Borrower shall repay that Lender's participation in the Loans on the last day ofthe Interest Period for each Loan occurring after the Facility Agent has notified the Borrower or, if earlier, fie date specified by the Lender in the notice delivered to the Facility Agent(being no eatlier than the last day of any applicable grace period permitted by law).
7.2 MatrdatoryPrepayment (a) Ie (D the Bonower receives any Compensation Proceeds which exceed uS$1,000,000; (iD the Bonower rcceives any Insuraoce Proceeds (A) which exceed US$1,000,000, and to the extent that such lnsurance Proceeds are not permittcd by the Facility Agent to be applied for reinstatemcnt purposcs or @) if there is a total loss; (iir) the Sinosure Insurance Policy (A) ceases to be in full force and effect or ceases to bc legal, valid, binding, cuforceablc or effcctive; (B) is repudiated, revoked, rescinded or termitrated by any party; (C) becomes invalid or unavailable to any Lender for auy reason whatsoevet or (D) bocomes unlawftl for any party to perfonn its material obligations thereunder; (lD any of the Project Documcnts is repudiated, revoked, rescinded, cancelled or tenminated; tho Borrower shall notifu the Facility Agent in writing within five (5) Busiuess Days after (A) r€ceipt ofsuch amounts in its relevant bank account, with respect to paragraphs (i) and (ii) above; or (B) becoming aware the occurrence of such events referred to in paragraphs (iii) and (iv) above.
The Borrower shall apply the full amount of the Compensation Proceeds and the Insurance Proceeds in accordance with paragraphs 7,2(aXi) and 7.2(a)(ii) to repay the Loans on the next Interest Paymcnt Date after reccipt of such amounts by the Borrower (or on earlier date if otherwise notifed by the Facility Agen|.
Upon the occurence of sny of the events listed in paragraph (a)(iii) and (iv) above, the Facility Agent may and shall if irutructed to do so by 0te Majority Lenders, by a writton notice (a '?repayment Nodce") to the Borower, declare that (i) the Available Facility (if any) shall immediately be cancelled; and (ii) the Borrower is obliged to prepay the Loans and 8ll inter€st accrued thereon and all other sums owing under this Agreement, on the first Interest Payment Date falling after the date of the Prtpayrrent Notice or, if earlier, the date specified by the Facility Agent in the Prepaynent Notice.
(b) (c) 29 7.3 7.4 (d) Tho Borrowcr shall apply all sums standing to the credit of the Excess Castr Account in prepaym.ent ofthc Loans on cach Interest Paynent Datc.

(e) Any prepayment under this Clause 7.2 will be applied against the remaining Repalancnt Instalments in inverse order of maturity and applied pro rata to each Lcndcr's participation in that Loan.
Voluntary Cancellation (a) Tho Borrower may, ifit gives thc Facility Agent not less then thirty (30) days' (or such shortcr period as the Majority Lcnders may agrce) prior written notioq canccl thc whole or any palt (bcing a minimum amount ofUS$1,000,000) of the Available Facility.

Any cancellation under this Clause 7.3 shall reduce the Commitrnents of the Lenders rateably.
(b) The Borrower shall not cancel any part of the Available Commitnents with respect to the Facility unless at the same time it cancsls the Available Commitment under both the Facility such that the Available Commitrnents are reduced by an equal proportion.
Voluntary Prepaymeut of Loans (a) The Borrower may, ifit gives the Facility Agent not less than thirty (30) days' (or such shorter period as the Majority Lenders may agree) prior written noticg prepay the whole or any part of any Loan (but if in part being an amoud that reduces the amount of the Loan by a minimum amount of US$1,000,000 and an integral multiple of US$10,000).
(b) With respect to any prepaymeBt made pursuant to paragraph (a) above, (i) ifzuch propayment is madc on 8ny lntcrest Payme Date, no Break Costs shall be payable; or (ii) if such pr€payneot is made on a day other than au Lrterest Payment Date, the Borrower shall pay the Break Costs (if any).

Any prepayment made pursrant to paragraph (a) above shall be subject to prepayment premium equal to 2% of ttrc rclsvant amoutrt ofprincipal ofthe Loan so prcpaid.
G) A Loan may only be prepaid aftcr the last day of the Availability Period (or, if earlier, the day on whioh the Available Facility is zero).

(d) Any prcpaymcnt under this Clause 7.4 will be applicd against the remaining Repayment Instalments in invcrse order of maturity and applied pro rata to cach Lender's participation in that Loan.
7.5 Rlght of Replacement or Repayment snd Cancellrtion in relrfron to a Slngle Lender G) If: (D any sum payable to any Lender by the Borrower or the Guaranlor is required to be increased under paragraph (c) of Clause 12.2 (Tox Gross up); ot 30 (ii) any Lender claims indemnification from the Borrower undor Clause 12.3 (Tat Indemnity) or Clause l3.l (In*eased Cosa), the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continucs, give the Facility Agent notice of cancellation of the Commitrnent of that Lender and its intention to procure the repayment of that Lender's participation in the Loans or give the Facility Agent noticc of its intention to replacc that Lcnder in accordance with paragraph (d) below.
On receipt of a notice of cancellation refened to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

Orr the last day of each Interest Period which ends after the Borrowcr has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Bomower in that notics), the Borrower shall repay that Lender's participation in that Loan.
o) (c) (d) rf: (i) (ii) any ofthe circumstances set out in paragaph (a) above apply to a Lender; or the Borrower or the Guamntor becomes obliged to pay any amount in accordance with Clawa 7 .l (Illegality), the Borrower man in the ciroumstances set out in parageph (a) above on ten (10) Business Days' prior notice to the Facility Age and ihe relevant Lendcr, replace that Lender by requiring that Lender to (in which event, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 (Changes to the Lcnders) tll (and not part only) of its rights and obligations under this Agreement to another Lender or to another banlg financial institutioD, trmt, firnd or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the tansfening Lender in accordance with Clause 23 (Changes to the Lender$ for a purchase price in cash or other cash paymcnt payable at the time of the transfer equal to the outstanding principal amount of suoh Lender's participation in the outstanding Loaas and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 (Pro rata tnterest seltlemenl)), Break Costs and othcr amounts payable in relation thereto under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions: (t) the Borrower shall have no right to replace the Facility Agent or the Security Agent; (ii) neither the Facility Agent, the Security Agent nor any Lender shall have any obligation to find a replacernent Lender; 3l (iiD in no event shall the Lender replaced under paragraph (d) above be required to pay or srurender any of the fees received by such Lcnder pursuant to the Finance DocumcnB; (w) tho lrnder s]rall only be obliged to transfer its rights and obligations pusuant to paragaph (d) above once it is satisfied that it has complied with all necessary "know your customet'' or other similar checks under all applicable laws and rcgulations in rclation to that ransfer.
(0 A Lender shall perfonn the ohecl<s described in paragraph (e)(iv) above as soon as reasonably pmcticable following delivery of a noticc refened to in paraeraph (d) above and dull notify the Facility Agent and the Borrower when it is satisfied that it has complied with those ohecks.
7.6 Restrictions (a) Any notice of sanccllation or prepal,rnent given by any Party under this Clause 7 shall bc inwocablc and unless a contrary indication appears in this Agrcement strall specifr the date or dates upoll which the relevant cancellation or prepayment is to be made and the amount ofthat cancellation or prepayment.
(b) A:ry prcpayment undcr this Agreement shall be made together with accrued interest on the amount prepaid and, subjoct to any Brcak Costs and any prepa),Dnent fees, premium or pcoalty, as applicable.

(o) The Borrower may not reborrow any part ofthc Facility which is prcpaid.
(d) The Borrower shall not repay or prepay all or any part of the Inans or oancel all or any part of the Commitsnents except at the times and in the manner expressly provided for in this Ageement (e) No amount of the Total Commitments cancolled under this Agreemcnt may bc subsequently reinstated.

(0 If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either tho Bonowcr or the affected Lender, as appropriate.
8, 8.r INTEREST Calculaflon of Interest The rate ofinterest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and (b) LrBoR.

8.2 Payment of Interest The Borrower shall pay acclued i erest on each Loan on each Interest Pa)4nent Date.
32 8.3 Default Interest (a) If the Borrower or the Guarantor fails to pay any amou payablc by it undcr a Finaace Document on its due date, interest shall accnre on the overdue amount Aom the due darc up to the date of actual paynent (both before and after judgmcnQ at a rate whictL subject to paragra.ph (b) below, is two (2) per cenl higher than the rate which would have been payable if the overdue amount had, during the period of non-psyment, constitut€d 8 Loan in the cunency of the oveldue amount for successivc Intcr€st Periods, each of a duration selectcd by thc Facility Agent (acting reasonably).
Aay interest accnring undcr this Oausc 8.3 shall be immediately payable by the Borrower and the Guarantor on demand by thc Facility Agcnt.
(b) If any overdue amount consists of all or part of a Loan which became due on a day whioh was not the Ilterest Payment Date relating to that Loan: (t the first Intcrest Period for that ovcrdue amowrt shall have a duration equal to the mexpircd portion of the current lnterest Period telating to that Loan; and (ir) the rate of interest applying to thc ovcrduc amount during that first Interest Period shall be tvro (2) per cent.
higher than the rate which would have applied if the ovordue amount had not bacome due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amormt on an Interest Payment Date applicable to that overdue amount but will remain immcdiately due and payable.

8.4 Notification of Rrtes of Int€rest The Facility Agcnt shall prompdy notifi the Lenders and the Borrower of the determination of a rste of interest under this Agteement.
9 9.1 INTEREST PERIODS Duration (a) Each l.oan shall havc successive Interest Periods.

O) Subjecl to the following provisions ofthis Clausc 9: (i) the initial Interest Period for a Loan will be the period from and including its Utilisation Date to (but o<cluding) the next Interest Palmcnt Date; (it) each subsequent Itrterest Period for a Loan will start on the Intsrest Payment Date following the ocprry of the preceding lnterest Period and end on and includc thc day before the next Intcr€st Payment Date.
(c) An Interest Period for a Loan shall not extend beyond the Final Maturity Date.

33 9,2 Non-Business Days If an Irrterest Period would otherwise end on a day which is Bot a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (ifthere is not).
9.3 ConsolidationofLorns If two or more Intercst Periods end on the same &te those toans will be consolidated into, 8nd toated ss, a single Loan olr the last day ofthe Interest Period.

10.
CHANGES TO THE CALCT]LATION OF INTEREST 10.1 Absence of Quotations Subject to Clause 10.2 (Market dimtption), if LIBOR is to be daermined by reference to the Reference Banks but a Reference Bank does not supply a quotstion by the Specilied Time on the Quotation Day, the applicable LIBOR shall be detemdned on the basis of the quotations of the remaining Reference Baols, 10,2 Market Disrupdon (a) thc Margin; and If a Market Disruption Event occurs in relation to a Ioan for any Interest Period, the rate of interest on each Lender's share of that Loan for the Interest Period shall be the percentage ratc per annun which is the sum of (i) (ii) the rate notificd to the Facility Agent by thal Leirder as soon as practicable and in any event before interest is due to be paid in rcspect ofthat Intercst Perio4 to be that which expresses as a pcrcentagc rate per annum the cost to that Lendcr of fi.rnding its participation in that Loan tom whatever source it may reasonably select.
(b) In this Agreement "Market Disruption Event'' means 8n event or circumstance where: (D (ii) at or about noon on the Quotation Day for the rolovant Interest Period LIBOR is to be determined by reference to the Base Reference Balks and none or only one of the Refercnce Banla zupplies 8 rate to the Facility Agent to determine LIBOR for dollars for the relevant Interest Period; or before close ofbusiness in London on the Quotation Day for the relevant Iaterest Period, the Facility Agent rcceives notifications from a Lender or Lenders (whose participations in a Loan exceed twenty-five (25) per cent.
of that Loan) that the cost to it or them of obtaining matching deposits in the Relevant lnterbank Market would be in excess of LIBOR 10.3 Alternative Basis of Interest or FuDding (a) If a Marka Disruption Evont occurs and thc Facility Agenl or the Borrower so rcquires, tho Facility Agent and the Borrower shall enter into negotiations (for a 34 period ofnot morc than thirty (30) days) with a view to agreeing a substitute basis for determining dre ratc of interest.
(b) AIIy altemative basis agrecd pusuant to paragraph (a) abovc shall, with the prior consent ofall the Lenders and the Borrowcr, bc binding on all Parties, 10.4 Break Costs G) The Borrower shall, within three (3) Business Days of demand by a Financc Party, pay to that Finance Party its Break Costs attributablc to all or any part ofa Loan or Unpaid Sum being paid by thc Borrower on a day other than the last day ofan Interest Period for that Loan or Unpaid Sum.
(b) Each Lender shall, as soon as rcasonably practicable affer a demand by the Facility Agent, provide a ccrtificate confirming the amount of its Break Costs for any Lrterest Period in which they accrue.

tI.

1t.l FEES Commitment Fee (a) The Borrower shall pay to the Facility Agent (for the account of each Lender) a feo oomputed at the rato of zero point five per cent.

(0.50%) per annurn on that Lendcr's Available Commitrncnt for the Availsbility Period.
(b) The accrucd commitnent fee is payable in arrears on the date of this Agre€ment, on each Interest Payment Date and, if cancelled in full, on the cancclled amount of the relevant lrnder's Commitment at the timc tic cancellation is effective.

ll.2 Matragement Fee The Bonowcr shall pay to the Mandated Lead Arranger I managemcnt fce in the amount and at the times agreed in a Fee Letter.
11,3 Agency Fee The Borrower shall pay to each of the Security Agent and thc Facility Agent (for theh own account) an agency fee in the amormt and at the times agreed in a Fee Letter.
72 t2.l TAX GROSS IJPAND IIIDEMNTTTES Definitions (a) In this Agreement: "Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Tax Credif' means a credit against, reliefor remission for, or repayment of any Tax.
35 "Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Paymenf' mcans either the increase in a payment made by the Bonower or the Guarantor to a Fhancc Party under Clausc 12.2 (Tax Gross-Up) or a payment under Clause 12.3 (Tax Indemnity).
(b) Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnitles) a rcference to "determines" or "determined" means a determination made in the absolute discretion ofthe person making the determination.

12.2 Tax Gross-Up (a) Each of the Borrower and the Guamntor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduotion is required by law.
(b) (c) (d) The Borrower shall promptly upon becoming aware that the Bonowcr or the Guarantor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notiff the Facility Ageut accordingly.

Similarln a Lender shall notifr the Facility Agent on becoming so aware in respect of a payment payable to that Lender.

If the Facility Age reccives such notification fiom a lrnder it shall notifu the Bonower and the Guarantor.
If a Tax Deduction is rcquired by law to be made by the Bonower or the Guarantor, the amount of the paymeot due from the Borrower or the Guarantor (as the case may bc) shall be increased to aa amoutrt which (aftcr making any Tax Deduction) leaves an amount equal to thc payrnent which would have been due if no Tax Deduction had beeu required.
If the Borrower or the Guamntor is required to make a Tax Deduction, the Borrower or the Guarantor (as the case may be) shall make that Tax Deduction and any payment required iu connection with that Tax Deduction within the time allowed aad in the minimum arnount required by law, (e) Mthin thirt'y (30) days of making cither a Tax Deduction or any paymetrt required in connection with that Tax Deduction" the Borrower or the Guarantor (as the case may be) making ftat Tax Deduction shall deliver to thc Facility Agent for the Finance Party entitled to tho payment a statement or othor evidcnce reasonably satisfactory to that Finance Party that the Tax Deduotion has been mado or (as applicable) any appropriate payment paid to the relevant taxing authority, (f) The Borower or thc Guarantor (as the case may be) and each relevant Filance Party shall co-oprrate in completing any procedwal formalities reasonably necessary for the Borrower and the Guarantor (as the case may be) to obtain authorisation to make that payment without a Tax Deduction (or with a reduced Tax Deduction).
36 12.3 Tax Indemnity (a) The Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to I Protected Paty an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on accouat ofTax by that Protccted Party in respect ofa Finance Documeut O) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Firance Pary: (A) under the law of the jurisdiction in which that Financc Party is incorporated or, if difrerent, thc jurisdiction (or jurisdictions) in which that Finaace Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Financc Party's Facility Office is located in respect of amounts received or receivable in that jwisdiction, if that Tax is imposed on or calculeted by reference to the oet iucome received or receivable (but not sny sum deemed to be received or receivable) by that Finance Party; or (iD to the extcnt a loss, liability or cost: (A) is compe,nsated for by ao increased pa)4oent under Clause 12.2 ' (Tax Gross-Up); or (B) relates to a FATCA Deduction rcquired to be made by a Party.
G) A Prot€cted Party making, or intending to make a claim under paragraph (a) above shall promptly notiff the Facility Agent of the evcnt which will give, or has given, rise to the olaim, following whioh the Facility Agetrt shall notiff thc Borrower.

(d) A Protected Party shall, on receiving a payment from the Borrower or tho Guarantor under this Clause 12.3 (?ax Indemnity), rctifu the Facility Agent.
12.4 Tax Credit If the Borrower or the Guarantor makes a Tax Paymcnt and the rclevant Financ€ Party detormines that: (a) a Tax Credit is attibutable to an increased payment of which that Tax Payment forms pa( to that Tax Pa)4rxent or to a Tax Deduction in consequence of which that Tax Payment was required; and (b) that Finance Party has obtained and utilisod that Tax Credit, the Finance Party shall pay an amount to the Bonower or the Guarantor (as the case may be) which that Finance Parly determines will leave it (after that paymetrt) in the same afrer-Tax position as it would have been in had the Tax Payment not been requircd to b€ mado by tho Borrower or the Guarantor (as the case may be).
12,5 Stamp Taxes The Bormwer shall pay and, within three Business Days of dcmand, indemniff each Secured Party against any cost, loss or liability that Secur€d Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finauce Document.
12,6 VAT (a) (b) AII amounts expressed to be payable under a Finance Dooumont by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are dee.med to be exclusive of any VAT which is chargeable on that supply and, accordingly, subjcct to paragraph (b) below, if VAT is or becomes chargeable on any zupply made by any Finance Party to any Pafiy under a Finance Document and such Finance Party is required to account to the relcvant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any othcr consideration for such supply) an amount equal to the amount ofthe VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Parry).
If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (thc "Reciplenf') undcr a Finance Document, and any Parly other than the Recipient (the "Relevent Party") is requied by the terms of any Finance Document to pay an amount equal to the consideratiou for that supply to the Supplier (rather than being required to reimburse or indemniff the Recipient in respect ofthat consideration): (i) (where the Supplier is the person requfued to account to the relevant tax authority for the VAT) tho Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amou equal to the amount of the VAT.
The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on thal supply and (iD (where thc Rccipient is thc person rcquired to account to the rclevant tax authority for the VAI) the Relwant Party must promptly, following demand from the Recipient, pay to the Rcoipient an amount equal to the VAT chargeable on that supply but ody to the extent that the Recipient reasonably deterrdnes that it is not entitled to cr€dit or repayment &om the relevant tax authority in respect ofthat VAT.
(c) Where a Finance Docrunent requires any Party to roimburse or iademnifu a Finance Party for any cost or expense, that Party shall reimburse or indemniry (as ' the case may be) such Finance Party for the firll amount of such cost or expense, including such part thereof as reprssents VAT, mve to the extent that such 38 Finance Pady reasonably detemrincs that it is entifled to credit or repayment in respect of such VAT from the relwant tax authority.
(d) In relation to any supply made by a Financc Party to any Party under a Finance Documen!

if reasonably requested by zuch Finance Party, that Party must promptly provide such Finance Party with dctails of that Party's VAT rcgistration and suoh other information as is reasonably requested in connection with zuch Finance Party's VAT reporting requirements in rslation to such supply.
12,7 f,'ATCA Informadon (a) Subject to paragaph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Part],: (D confirm to that other Parg whether it is: (A) a FATCA Exompt Part)4 or (B) not a FATCA Exempt Parq4 (ii) supply to that other Party zuch forrrs, documentation and other information rclating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's oompliance with FATCA; and (iii) supply to that other Party such forrrs, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regimo.
Ifa Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently bccomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notiry thal other Pafty reasonably promptly.
Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitutc a brcach of (r) any law or regulation; (ii) any fiduciary duty; or (iii) any duty ofconfidentiality.
If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) abovc (including, for the avoidance of doubt, whero paragraph (c) above applies), then such Party shall be treatcd for the purposes of the Finance Documents (and payrrents under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmatioq forrrs, documentation or other information (b) (c) (d) 39 12.8 FATCA Deduction (a) Each Party may make any FATCA Deduction it is rcquired to make by FATCA, and any payrr.ent required in connection with that FATCA Deduction, and uo Party shall bc rcquired to incr€ase any payment itr rcspect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
O) Each Party shall promptln upon becoming as,are that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notifo tho Party to whom it is making the payment and, in addition, shall notiff the Borrower and the Facility Agent and the Facility Agent shall notiS the other Finance Parties.
13, INCREASEDCOSTS 13.1 Increased Costs (a) Subject to Clause 13.3 (Exceptions) the Borrowcr shall, within tfuee (3) Business Days of a demand by the Facility Agent, pay for thc account of a Finance Party the amount of any Increased Costs incuned by that Finance Party or any of its Affiliatcs as a rcsult of (i) the inhoduction of or any change in (or in the interpretation, administation or application of) any law or regulation or (ii) complianoe with any law or rogulation made ater the dato of this Agreemcnt (b) In this Agreement 'Increased Costs" means: (i) (i0 (ii, a reduction in thc rate of retum from the Facility or on a Finance Party's (or its Afiiliate's) overall capital; an additional or ircreased cost; or a reduction ofauy amount duc and payable under any Finance Dooument, which is incr.nred or suffered by a Finance Party or any of its Afrliates to the e)ccnt that it is attributable to that Financc Party having entered irto its Commitment or fimding or performing its obligations under any Finance DocumeNrt.
13.2 Increased Cost clalms (a) A Finance Party intending to makc a olaim pursuant to Clause l3.l (Increased Cocls) shall notify the Facility Agent of the svent giving rise to the clafur1 following which the Facility Agent shall promptly notifu the Borrower.

(b) Each Finance Psrty shall, as soon as practicable after a demand by the Facility Agcnt, provide a certificate confinning the amouut of its Increased Costs.
133 Exccptions (a) Clause 13.1 (Increased Cosa) does not apply to the extent any lncrcascd Cost is: 40 (i) attibutable to a Tax Deduction requirtd by law to be made by the Borrower or the Guamntor; (ir) atributable to a FATCA Deduction required to be made by a Party; (iir) compensated for by Clause 12.3 (Tax Indemnity) (or would have been compensated for undor Clausc 12.3 (Tax, Indennily)) but was not so compensated solely becausc any of the exclusions in paragraph 12.3(b) of Clause 12.3 (Tax Indemnity)) applied); or (rg attribuhble to the wilful breach by the relevant Finmcc Party or its Affiliates of any law or regulation.
(b) In this Clause 13.3, a refercnce to a "Tax Deduction" has the same meaning given to the term in Clause 12.1 (Definitions).

14.
14.

OTHERII\DEMMTIES l4.f Currencylndemnlty (a) If any sum due from the Borrower or the Guaraltor under the Financo Documents (a "Sum"), or any order, judgment or award given or made in rclation to a Sum, has to be converted from the currcnoy (the *First Currenc/') in which that Sum is payable into another currency (the "Second Currencf) for the purpose of: (, making or filing a claim or proof against the Borrower or the Guarantor (as the case may bc); (i!)
obtaining or enforcing an orda, judgnent or award in rclation to any litigation or arbikation procccdings, the Borrower or the Guarantor (as the case may bc) shall as an independent obligation, within tbree (3) Business Days of demaud, indemnift each Finance Party to whom that Sum is duo against any oost, Ioss or liability arising out ofor as a result of tho conversion including any discrepancy between (A) the rate of exchauge used to coDvert that Sum from the First Currency into the SecoDd Cunency and @) the rate or rates of exchange available to that person at the time ofits rrceipt ofthat Sum.
(b) Each of the Bonower and the Guarantor waives any right it may have in any jurisdiction to p8y any amount under the Finance Docuroents in a currenry or currency unit other than that in which it is expressed to be payable.

142 Other Indemnides (a) The Borrower shall (or shall procurc that the Guarantor wiU), within teo (10) Business Days of demand, indemnifu each Finance Parly against any cost, loss or liability incured by that Finance Party as a result of: (r) the occurrence ofany Evcnt ofDefaul!
4l (ii) a failure by the Bonower or the Guarantor (as the case may be) to pay any amount due under a Financc Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties); (iii) funding, or making arrangemens to fim4 its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reaEon of the operation of any one or more of the provisions of this Agreement (other than by reasoD of default or negligence by that Finance Party alone); or (1v) a Loan (or part of a Loan) not being prepaid in accordance with a notice ofprepayment given by the Borrower, (b) The Bonower shall promptly hdemnifr each Finance Party, each Affiliate of a Finance Party and each officcr or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliato (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the use of proceeds under the Facility or Transaction Security being taken over the Charged Propcrty (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry conceming the use ofproceeds under the Facility), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affliate (or employee or olEcer of that Finance Parly or Affiliate).
Any Affliate or any officer or employee of a Finanoe Party or its Affiliate may rely on this Clause 14.2 subject to Clause I.4 (Ihird Party Rights) and the provisions of the Third Parties Act.
14,3 Indemnity to the Facility Agent The Borrower shall promptly indemnift the Facility Agent against any cost, loss or liability incuned by the Facility Agent(acting reasonably) as a result of (a) (b) acting or relying on any notice, rcqucst or insfuction which it rcasonably believes iavestigating any event which it reasonably believes is a Default; to be genuine, correct and appropriately authorised; or (c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agrcement.
14,4 Indemolty to the Security Agent (a) Each of the Borrower and the Guarantor jointly and severally shall promptly indemnifr the Security Agent and every Receiver and Delegate against my cost, loss or liability incurred by any ofthem as a result of: (i) any failurc by the Bonower to comply with its obligations under Clause 16 (Costs and Expenses); 42 (ii) (iir) (w) (v) acting or r€lyhg on any notice, r€quest or instruction which it reasonably believes to be genuine, correct and appropriately authorised; the taking, holding, protection or enforcemcnt ofthe Transaction Security; the exercise of any of the rights, powers, discrttions, authorities and remedies vcsted in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; any default by the Bonower or thc Guarantor in the performance of any of the obligations expressed !o be assumed by it in the Finance Documents; or (vD acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case, lhan by reasor of the relevant Security Agent', Receiver's or Delegatc's gross negligence or wilfirl misconduct).
o) (c) Each of thc Borrower and the Guarantor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 14.4 will not be prejudiced by any release under Clause 26.24 (Releases) or otherwise in accordance with the terms of this Agreement.
The Security Agcnt and evcry Receiver and Delegato may, in priority to any payment to the Secured Parties, indemnifl itself out of thc Chargcd Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause l4-4 (Indemnity to the Security Agenl) and shall have a lien on the Transactioa Security and thc procceds of the cnforccment of the Transaction Security for all moneys payable to it.

15.
I\{ITIGATION BY TEE LENDERS 15.1 Mitigation (a) Each Finance Party shall, in consultation with thc Borrower, take all rcasonable stcps to mitigate any circumstances which arise and which would result in any amount bccoming payable under or puNuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clausc 12 (Tax Grcss Up and Indemnities) or Clause 13 (Increased Cosr) including (but not limited to) transfening ib rights and obligations under the Finance Documents to another Affiliate or Facility Offioe.
(b) Paragraph (a) abovc docs not in any way limit the obligations of the Bonower or the Guarantor under the Finauce Documents.

15,2 Limltatlon of Llability (a) The Borrower shall prompfly indemnifr each Filance Party for all costs and incurred by that Finance Party as a result ofsteps taken by it expenses r€asonably under Clause 15.l (Mldganon).
43 (b) A Finance Party is not obliged to take any steps under Clause l5.l (Miligation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

16.
COSTS AND E)CENSES 16.1 Transaetion Expenses The Borrower shall promptly on demand pay the Finance Parties the amount ofall costs and expenses (including legal fees) reasonably incurrcd by any of them (and in the case of the Sccurity Agent, by any Receiver or Delcgarc) iu conncction wit}r thc ncgotiation, preparatioq printing execution, syndication and perfection of: (a) the Finance Documents and any other documonts referred to in the Finance Documents; and (b) any other Finance Documents executed after the date ofthis Agreement.
16,2 Security Agent's Management Time and Addltional Remuneration (a) Ary amount payable to the Security Ageut under Clause 14.4 (Indemnlty to the Security Agent) and this Clause 16 (Costs and Expensas) shall include the cost of utilising the Seourity Agert's manageEent time or other r€solllces and will be caloulated on thc basis of such reasonable daily or hourly rates as the Sccurity Agent may notiff to the Borrower and the Lenders, and is in addition to any othcr fec paid or payable to the Security Agent.
(b) Wthout prejudice to paragraph (a) above, in the event of: (r) (i0 a Default; tho Security Agent being requested by a Security Provider or the Majority Lcndors to undertake duties which the Security Agent and the Borrowcr agree to be of an exceptional nature or outside the scope of the normal duties ofthe Security Agent under the Fiaance Documents; or (iit) thc Security Agent and the Borrower agreeing that it is othcnrise appropriate in the circumstances, the Borrower shall pay to the Security Agent any additional remutreration that may be agreed between them or determined pursuant to paragraph (c) below.
(c) If thc Sccurity Agent and the Bonower fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriatc in the circumstances, any dispute shall be determined by an investrnent bank (acting as an cxpcrt and not as an arbihator) selectcd by the Security Agent and approved by the Borower or, failing approval, nominated (on the application of the Security Agent) by the President for tho time being ofthe Law Society of England and Wales (the costs of the nomination and of the invesbncnt bank being payable by the Borrower and the determination of any investnent bank shall be final and binding upon the Parties.
44 16.3 Enforcement Costs The Borrower slnll, within thr€e (3) Busincss Days of demand, pay to the Finance Parties the amount of all costs and expenses (including legal fees) iucurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any pmceedings instituted by or against the Security Agetrt as a conseguenc€ of taking or holding the Transaction Security or enforcing these riChts.

77.
GUARANTEE AND INDEMNITY t7.t Guomntee and Indemnity The Guarantor irrevocably and unconditionally: (a) guarantees to each Finance Party punctual pcrforrnance by the Borrower ofall the Borrowcr's payment obligations under the Finance Documents; (b) (") undertakcs with each Finanoe Party that whonever the Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that arnourt as if it was the principal obligor; and agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemni& that Finance Party immediately on demand sgahst aDy cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it uuder any Finance Document on the date when it would have been due.
The amount payable by the Cuarantor under this indemnity will not oxceed thc amount it would have had to pay under this Clause 17 if the amount claimed had been recoverable on the basis ofa guarantee.

17.2 ContinuingGuarantee This guarantec is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Docrnnents, regardless of any intermediate payment or discharge in whole or in part.
l7.l Reinstrtement If any discharge, release or arraDgement (whether in respcct of the obligations of any Security Provider or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any paymeng security or other disposition whicb is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of thc Guarantor under this Clause 17 (Guarantee and Indemnity) will continuo or be reinstated as if the discharge, release or arangement had not occurred.
45 17.4 Waiver of Ilefences The obligatioos ofthe Guarantor under this Clause 17 (Guarantee and Indemnity) wiJJ not b€ affected by 8n act, omission" matter or thing which, but for this Clatse 17 (Guamntee and Indemnity), would reduce, release or prejudicc auy of its obligations under this Clause 17 (Guarantee and Indemnity) (without limitation and whether or not loown to it or any Finance Party) including: (a) any time, waiver or conscnt granted to, or composition with, any Security Provider or other person; (b) (c) the rtlease of any other Security Provider or any other person undcr the terms of atry composition or atrangemcnt with any crcditor of suoh Seourity Provider or pe(ton; the taking, variation, compromise, exchango, renewal or release of, or rofusal or neglcct to pcrfect, take up or enforce, any rights against, or security over assets o{, any Security Provider or other person or any norryrcsentatiotr or norr-observance of any fonnality or other requiremcnt in rcspcct of any instrument or any failure to realise the firll value of any securiSl (d) any incapacity or lack ofpower, authority or legal personality ofor dissolution or ohange in the merobers or status of a Security Providsr or any other person; (e) any amendment, novation, supplemeng extensio4 restatement (however fundamental and whether or not more onerous) or replacement of any Financc Document or any other docuurent or security including without limitation any change in the purpose o{, any extension of or any increase in any facility or the
 addition of any new facility undcr any Transaction Document or olher document or security; (0 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Documont or any othor document or security; (g) any moratoriurq debt rcscheduling debt consolidation or similar measures; or (h) any insolvency or similar proceedings.
17,5 ImmediateRecourse The Guarantor waives any right it may have of first rcquiring any Fhance Party (or any tnrstee or agent on its behalD to procccd against or enforce any other rights or security or claim palment ftom any person before claining tom the Guarantor under this Clause 17 (Guarantee and Indemnity).

This waiver applies irrcspectivc of any law or any provisiol of a Finance Document to the contary.
17.6 Appropriatlons Until all amounts which may bc or bccome payable by the Security Providers under or in connection with the Finance Documents have been ir:evocably paid in full, each Finance Party (or any trustee or agent on its behal$ ma)t 46 (a) (b) refrain fiom applymg or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforse thc samc in such manner and order as it sees fit (whether against those amounts or othcrwise) and the Guarantor shall not be entitled to the benefit of the same; and hold in an intcrest-bearing suspenso account any moneys received from the Guarantor or on aooount of the Guarantor's liability under this Clause 17 (Guarantee and Indemnity).
17.7 Deferral of Guarantors' Rights Until all amounts which may be or bccomc payablc by the Security Providers under or in connection with the Finance Documents have becn irevocably paid in full and unless the Facility Agent otherwise directs, the Guarantor will not exercise any riglrts which it may have by reason ofperformance by it of its obligations under the Finance Documents or by reason ofany amount being payable, or liability arising, under this Clatse l7 (Guarantee and Indemnity): (a) (b) to takc the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or security taken purcuant to, or in cormection with, the Finance Documents by any Finance Party; to be indemnified by a Secwity Provider; (c) (d) (e) to bring legal or other proceedings for an order requiring any Security Provider to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indcmnity under Clause 17 .l (Guaraatee and Indemnity); to exercise any right of set-off against any Security Provider; antVor to claim or prove as a creditor of any Security Provider in competition with any Financc Party.
If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the exteot ncccssary to enable all amounts which may be or become payable to the FiDance Parties by the Security Providers under or iu connection with the Finance Documents to be repaid in full on tust for the Finanoe Parties and shall promptly pay or transfer the same to the Facility Agcnt or as the Facility Agent may direct for application in accordance with Clause 29 (Payment Mechanics).
17,8 AddltlonalSecurity This guarantec is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

18, REPRESENTATIONS 47 The Borrower and/or the Guarantor (as indicated) makes the representations and warranties set out in this Clause 18 (Representattons) to each Finance Party on the date of this Agreement.
f8.l Ststus (a) The Borrowcr rcprcsents and warants that it is a limited liability company, duly incorporarcd and mlidly existing mder the laws of Siera Leone.

O) The Borrowcr and thc Guarantor each represent and warrant that MOFED is the entity legally competent to cnter into the transactions contemplated by the Finarce Documenr for and on behalfofthe Republic ofSierra Leone.
(c) The Borrower and the Guarantor each reprrsont and warrant that it has the powcr to own its assets and, in tre case ofthc Bonower only, it has the power to carry out the Project and its business as it is being conduoted.

(d) Thc Borrcwor and the Guarantor each r€pr€sent to sue and bc sucd in its own name.

and warraat that it has tha power (e) The Bonower r€prcsents and warants that it is not a FATCA FFI or a US Tax Obligor.
18,2 BindlngObligations (a) The Bonower represents atrd wamnts that the obligations expressed to be assumcd by it in each Transaotion Document to which it is a party are, subject to any geueral principlcs of law limiting its obligations which are specifically referrei to in any legal opinion dclivered pu$uant to Clause 4 (Conditioas of Utilisation), legal, valid, binding and enforceablc obligations.
(b) The Guarantor r€pressnts and warrants that the obligations expressed to be assumed by it in each Transaction Document to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivored pu$uant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable obligations.
(c) The Borrower and the Guaranlor each rcprcsent and wanant that without limiting the gcncrality of paragraph (a) above, each Security Document to which it is a party creates the security interests which that Security Document purports to create and those secnrity inter€sts are valid and efrective.
18,3 Nontonflict with Other Obligadons (a) The Borrower represents and waratrts that the entry into and performance by it and the ftansactioru contemplated by, the Trausaction Documents to which it is a party do not and will not conflict with: any ftaty, law or regulation applicable to it; (r) (ii) with respect to the Bonower, its constitutional documents; 48 t- (iii) witb respect to the Guarantor, the constitution of Sierra Leone; or (iv) atry agre€ment or instrumurt binding upon it or any ofits assots.
O) The Guarantor reprcscnts and warrants that tho entry into and perfomranoo by the Guarantor, and the tansactiotrs contemplated by, the Transaction Docnments to which it is a party do not and will not conllict with: (r) (ir) any trcaty, law or regulation applicable to i!

thc constitution of Sierra Leone; or (iiD any agreement or instmment binding upon it or any ofits assets.
18.4 Power and Authority (a) The Borrower represents and warrants that: (D It has the power to enter ioto, pqform and deliver, and has taken all neoessary aotion to authorise iE entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.
(ir) No limit on its or the Guarantor's powers will bc exceeded as a rcsult of thc borrowing, gant of security or giving of guarantees or indemnities oontemplated by the Transaction Documents to which it is a party.
(b) The Guarantor represent and warrant that: (i) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, perforrrance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.

(ii) No limit on its powers will be exceeded as a result of the borrowing, gmnt of security or giving of guarantees or inderuities contemplated by the Transaction Documents to which it is a party.
18.5 Legal Validity and Admisstbility in Evidence (a) The Borrower and the Guaraator cach represent and wanant that this Agreemetrt and each Transaction Document to which it is a party is in the proper fonn for its enforcement in Sierra Leone.
(b) The Borrower and the Guarantor each r€present and wanant that: (i) all Transaction Authorisations required or desirable: (A) to enable it lawfully to enter into, exercisc its rights and comply with its obligations in the Transaction Documents to which it is a party; and 49 /) (B) to make the Transaction Documents to which it is I party admissible in widence in Sierra Loone, have been obtained, effected, done, fulfilled or performed and are in full force and effecl (c) (d) The Bonower and the Guarantor each represent and warrants that all Transaotion Authorisations necessary for the conduct of the business, trade aod ordinary activities of the Borrower have been obtained or effected and are in fi:ll force and efect.
The Borrower and the Cuarantor each represent and warrant that all the Material Licences have been obtained or effcctcd and are in full force and effect.

18.6 Jurlsdlction and Governing Law The Borrower and the Guarantor cach represent and warrant that: (a) The ohoice of law specified in Clause 38 (Goveming Law) as the goveming law of the Finance Documents, and its waiver of the right to assert immunity in Clalclse 40 (lAaiver of Immunity) shall be recognised and enforced in Siena Leone.
(b) Any judgm.ent obtained in relation to a Transaction Documeut in the jurisdiction of the stated goveming law of that Tnnsaction Document will be recopised and enforced in Sierra Leone.
18.7 Insolvency The Borrower represents and warrants that no: (a) corporate action, legal proceeding or other proccdure or step described in paragraph 22.7(a) of Clatxe 22.7 (Insolvency proceedings); ot (b) creditors' process described in Clause 22.8 (Creditor's Process), has bcen taken or, to the knowledge of the Borrowcr, threatencd in relation to the Bonoweq and nono of the circumstances described in Clause 22.6 (/nsolvezcy) applies to thc Borrower.
18.8 No Filing or Stamp Taxes The Bonower rcpresents and warrants that under the laws of Sierra konc and PRC, it is not necessary that the Finance Documents be filed, recorded or eEolled with any court or other authority in that judsdiction or that any stamp, registratioq notarial or similar Taxes or fees be paid on or in relation to the Finance Documents ot the transactions co ernplated by the Finance Documents except: (a) the registratiou of the Security Documents govemed by Sierra Leonean law with the Corporatc Affairs Commission under the provisions of the RegisEation of Instruments Act, Cap.
256 ofthe Law of Sierra Leone 1960; 50 (b) the rcgistration ofthis Agreernent and the Secudty Documents governed by Sierra Leonean law at the Bank of Sierra Leone under the provisions of section 10(2) of the Invcstrrcnt Promotions Act No.

l0 of2001; (c) the filing of the Borrower's resolution(s) approving the execution of this Agreement Corporate Afrairs Commissio& undor section 204 of the Companies Act No.
5 of2009 of Sierra lrone; (d) the requisite samp duties in PRC in respect of this Agreement at the rate of 0.005% on the Total Commitmons; and (e) the palm.ent of stamp duty payable under the Stamp Duty Act Cap 274 of thc laws of Sicna l*onc 1960.

18.9 Deducdon ofTax The Borrower and thc Guarantor each represent and warrant that it is not required to makc atry Tax Doduction (as dofincd in Clause l2.l (Definition$) from any pa),ment it may make under any Finance Documcnt.
18,10 No Default (a) The Borrower represents and warrants that no Default is outstanding or will result from the enfy into, or the performatrce of any linsaction contemplEted by, any Transaotion Document.
(b) Thc Borrowcr represents and warrants that therc is no outstandi.g brcach of any term of any Transaction Document to which the Borrowcr or tle Guarantor is a party and no person has disputed, repudiated or disclaimed liability under any Transaction Document to which the Borrower or the Guarantor is a party or evidenccd an intention to do so.
(c) The Borrower represents 8nd warrsnts that no other event or circumstance is ouBtandhg whioh constitutes a default rmder any document which is bilding on the Borrower or the Guratrtor or any of its asscB !o an extent or in a manner which has or is reasonably likely to have a Material Adverse Efecl.
l8.ll Financial Statemetrts The Borrower represents and warants that: (a) Its Fimncial Stat€ments most reccndy delivered to the Facility Agent: (i) havc becn prepared in accordance with IFRS, consistently applied; (ir) have beon audited by a frmr of intemational auditors acceptable to the Facility Agent; and (ii| faidy reprrseirt its financial condition as at the date to which they were drawn up, cxcept, in each casg as disclosed to the contrary in thos€ Financial Statements.
o) (c) The budgets and forecasts supplied under this Agreement were arrived at after carefirl consideration and have bccn prepared in good faith oD the basb of recent historical information aud on the basis of assumptions which were reasonable as at the date they werc prepared and supplied.

There has beert no material adverse change in its business or financial condition of the Borrower, or in its financial condition ofthe Guarantor since November 30, 20t6.
18.12 Trsnsaction Authorisations (a) The Bonower represents and warrants that, as at the date of this Agreement, all Transaction Authorisations have been obtained or effected and are in full force and cffect or will be obtained or efected and will be in fi:ll forsc and effect on the date they are rcquired.
(b) Neither the Borrower nor thc Guarmtor is aware of: (0 any rsason why any Transaotion Authorisation will not be obtained or effected by thc timc it is rcquired; (iD any steps to rrvoke or canccl any Transaction Authorisation; or (iii) any reason why any Transaction Authorisation will not be r€newed n hcn it cxpires without the imposition of any new rcstiction or condition.
18.13 No Misleading Information The Borrower repres€nts that: G) all factual information fumished by or on behalfofthe Borrowor or the Guarantor to any Finance Party was true and accurate in all material respccts as at the date it was provided or as at thc date (if any) at which it is stated; (b) no agrcements or other documents arc in existence that have not been disclosed to the Finance Parties that arc material in the context ofthe Traosaotion Documcnts or that have the effect of varyiug any provision of any Transaction Document or ttre Projecq (c) the factual information refened to in Clause 18.13(a) abovc did ao omit as at its date any information whicb" if disclosed, could reasonably be likely to materially and adverscly affect the decision of a person considering whether to entor into the Finance Documents; ( ) nothing has occured since the date on which the infonnation referred to in Clause 18.13(a) above was obtained or supplied which renders such inforrration untrue or misleading in any material rcspecl and no information has been given or withhold that results in the information referred to in Clause 18.13(a) above being untrue or misleading in any material respect; and (e) all other written infomation provided by the Borrower or the Guarantor (including its advisers) to a Finance Party was true, complete and accurate in all 52 material respects as at the date it was provided and is not misleading in any respect.
18.14 Pari Passu RanHng The Borrower and the Guaranor each represent and warant with respect to itself that iis payment obligations undcr the Financo Documents rank at least pari passu with the claims of all its other unsecured and unsubordinatcd creditors, except for obligations mandatorily prefened by law applying to companics generally.
18.15 No Proceedlngs Pendlng or Threatened The Borrower and ths Guarantor each reprosont and warrant with rEspcct to itsclf that no litigation, arbitation or administrative procecdings ofor before any court, arbifal body or agency whiclr, if adversely determine4 might reasonably be expected to havc a Material Adverse Effect have (to the best of its knowledge and belief) been started or thrcatened against the Borrower or the Guarantor.
r8,16 No Material Adverse Change The Borrower represents and wanants that there has been no material adverse change in its financial condition since the date to which thc most recent Finsncial Statcmeots were drawn up, 18.17 Owncrship of Assets The Borrower represents and warrants that: (.)
as at the date ofthis Agreemeut, the Bonower has: (D (ii) good titlc to, or freedom to use under any applioable laws, the Site and any other assets (including htellectual property rights) necessary, customary or desLable to implernent the Project in accordance with the Transaction Documents; good and marketable title to all the assets reflected in its latest audited fi nancial statements; and (iii) access to: (A) the site; (B) any buildings or fixtures on thc Site; and (C) all easements, wayleaves and other rights necessary or desirable in order to implement the Project in accordance with the Transaction Documents, in each oase frce fiom Security (other than any Security allowed under this Agreement), restrictions and onerous covaunts.
53 (b) Each ofthe Borrower and the Guarantor repr€sents and warants that it is the sole legal and beneficial owler ofthe respective assets over which it puports to grant the Transaction Security frec from any slaims, th:ird party rights or compoting interest other than Sccurity permitted rmder Clause 21.2(c) (Negative Pledge).
18.18 No Other Business The Bonower represents and warrants that: (a) except as expressly contemplated by the Transaction Documents, it has not traded or carricd on any business since tho date of its incorporation; and (b) it does not have any Subsidiaries.
18.19 Environmental atrd Social Laws The Borrower represe[ts and warrants that: (a) It is in compliance with Clause 21.9 (Environmental and Social Matters) and to the best of its knowledge and belief (uving made due and careful enquiry) no circrunstances have occurred which would prevent such compliance in a marmer or to an extent which has or is rcasonably likely to have a Material Adverse Effect.
(b) No Environmental Claim has beeu commeuced or (to the best of its knowledge and bclief (having made duc and careful enquiry)) is threatened against the Borrower where that claim has or is reasonably likely, if detemrined against the Borrower, to have I Material Adversc Elfect.

The Borrowcr has complied with the applicable Environme,trtal atrd Social Standards.
18.20 Taxes The Borrower represents and warrants that: (a) No claims are being, nor, as far as it is awarc, might r€asonably be cxpected to be, assertcd against the Borrower or the Guamntor with rcspect to Taxes which have or, if adversely dercrmined to it, would be reasonably likely to have a Material Adverso Effect.

(b) All Tax reports and retums requircd to be filed by or on behalf of each of the Borrower and the Guarantor have been filed.
(c) All Taxes required to be paid by or on behalf of each of the Bonower and the Guarantor have been paid within thc applicable time limit 18.21 ProjectDocuments The Borrower represents and warrants that as at the date ofthis Agreement: (a) each copy of a Project Docunent delivered to the Facility Agcnt under ttris Agreemetrt is tlue and complete; 54 (b) G) (d) there is no other agroemont in connection with, or arrangernents which amend, supplement or aflect any Project Documen!
there is no dispute in comection with any Project Document; there has not been any undisclosed amendment, cancellation, suspensiou or waiver of any Project Documenq and (e) except as disclosed to the Facility Agent in writing before the date of this Agreement, the Borrower is not a psfty to any material agr€emeDt other than the Transaction Documents.
18.22 Ownershlp of the Borrower Tho Borrower represetrts and warrants that: (a) No person has any right to call for thc issuc or transfer of any sharc capital or loan stock ilr the Borrower other than in accordance with thc Sccurity Documcnts.

O) The shares in the capital of the Borrower arc fully paid.
(c) Subject to the Secudty Documents, the Shareholder is the legal and beneficial owncr of all of the share capital of the Borrower and have obtained all ncccssary govemmental approvals, conscnts or permits in all applicable jurisdictions for their equity contributions to the Borrower.
18.23 Ranking (a) The Borrower represents and warrants that the Trsnsaction Sccurity has or will have the Iirst ranking in priority which it is expressed to have in the Security Documents and it is not subject to any prior ranking or parl passu ra*ing SecuritY.
O) The Cuarantor rcpresents and y,anants that thc Transaction Security to which it is a palty has or will have the first rankiag in priority which it is expressed to have in the Security Documents 8nd it is not subject to any prior ranking ot wri passu ranking Security.
18,24 Immunity (a) The Borrower r€presents and warrants that it will not be cntitlcd to claim immunity from zuit, execution, attachment or other legal process in any procecdings taken in its jurisdiction of incorporation in relation to any Transaction Docruuent (b) The Guarantor represents and warrants that it will not be entitled to claim irnmunity from suit, executior\ attachne ot other legal process in auy prooeedings taken in its jurisdiction of incorporation in relatiou to auy Transaction Document.
55 It.25 No Adverse Cousequences The Borrower represents and warrants that: (a) It is not necessary for thc Borrower or the cuarantor under the laws of Sierra Leone: (r) in order to enable any Finance Party to enforce its rights under any Finance Documenq or (ii) by reasou ofthe entry into of any Finance Document or the perfomrance by it of its obligations under auy Finance Document, that any Finance Palty should be licensed, qualified or otherwise entitled to carry on business in Sierra Leone.
o) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in Siena Leone by reason only of the enty into, performance and/or enforcement of any Finance Document, 18.26 Anti-Corruption Law (a) The Borrower repr€se s and warrants that it has conducted its businesses in compliance with applicablc Comrption Practice Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
(b) The Guarantor represents and warrants that it has conducted its businesses in compliance with applicable Comrption Practice Laws and has instiruted and maintaioed policies and prccedures designed to promote and achieve compliance with such laws.
18.27 OFAC List and Sanctions (a) The Borrower represents aDd warrants dnt: (i) (ii) none of the Borrower's members of senior management, shareholders, ultimate beneficial owncm or principal third parties with whom the Borrower is engaged iu business, is a persol included in thc OFAC List.
the Bonower is not using and will not use the proceeds ofthe Facility for the purpose of financing or making funds available directly or indirectly to any Sanctioned Perso& to the extent such financing or provision of funds would be prohibited by Sanctions or would otherwise, to the knowledge and bclief of the Borrower, cause any Finance Party to be in breaoh of Sanctions, (iii) to the best ofits ktrowledge, none ofthe Borrower, the Guarantot nor 8ny of their Affiliates is a Sanctioned Porson or has, in the last five (5) years violated or is presently violating any Sanctions.
56 1828 Security and Flnoncial fndebteduess The Borrower represents and warrarts thae (a) No Security or Quasi-Security cxisE over all or any of its present or futw€ assets other than as perruitted by this Agreemcnt, (b) It does not havc any Financial Indebtedaess outstarding other than as permitted by this Agrecment.
t8.29 Acts of Commercial Credit Each of the Borrower and the Guara or reprtsent and warrant that its execution of the Finance Docrmrents to which it is a party constitutes, and its exercise of its rights and performance of its obligations thereunder will constitute, private and commeroial acts done and perfomed for private and comnercial purposes.
r830 No IMF Approval The Borrower and the Guarantor each represent and warrant that the execution and delivery by the Borrower and the Guarantor of the Finanoe Documonts and the performance of its obligations under the Finance Documents: (a) do uot requir€ auy approval of the lrternational Monetary Fund; and (b) are not in breach of any Egrecmcnt entered into between Sierra l.eone and the International Monetary Fund.
1831 Tlmes for Maklug Represetrtatiors and Warrandes (a) The representations and warranties set out in this Clausc are made by the Borrower and the Guarantor, as applicable, on the date of this Agrcement.

(b) The Repeating Representations aro deErned to be made by each of the Borrower and the Cuanntor (as applicable) by reference to the facts and circumstances then existing on the date of eaoh Utilisation Request, each Utilisation Date and each Intorest Pa)4[rent Date, 19.
INFORMATION T'NDERTAKINGS The undertakings in this Clause L9 (Information Uadernkings) remain in force from the date of this Agreemetrt for so long Es any amount is outstanding under the Finance Documents or any Commitment is in force.
19.r Financld Statemeuts (a) The Borrower and the Guarantor must supply to the Facility Ageut in sufficient copies for all the Lendcrs: (i) as soon as the same becomes available, but il any event within five (5) Business Days of publicatiorq the published annual Escal budget of the Republic of Sicrra Leone; 57 (ii) the audited consolidated Financial Statements of the Borrower for eaoh of its financial years; and (iil) the Bonower interim Financial Statcments for the first half-year of each of its financial years, O) All Financial Statements must be zupplied as soon as they are available and: () (ii) in the case of the audited Financial Statements of the Borrower, within one hundrcd and rwenty (120) days; in thc case of the Borower's quarterly or semi-annual interim Financial Statcmcnts, within sixty (60) days, of the end of the relevant financial period.
19,2 ComplianceCertificate (a) ThE Bonower shall supply a Compliance Certificate to the Facility Agent with oach set of its Financial Statements provided in accordance with Clause 19.1 (Financial Statemer, r,r) above.
o) (c) The Compliance Certificate shall, amongst other thlngs, sct out (in reasonable dctail) computations as to compliance with Clause 20 (Financlal Covenants), include a certification that each Repeating Representation is tnre and correct and that no Event ofDefault has occurred as at the date of the Compliaoce Certificate.
Each Compliance Certificate shall be signed by rwo direcors of the Borrower and, if required to be delivered with the annual Financial Statements of the Borrower, shall bc rcported on by thc Borrower's auditors in the form agreed to by the Borrower and the Majority Ifiders.
193 Rcqulrements as to Flusncial Statements (a) Each set of Financial Statements delivered by the Borrower pusuant to Clause 19.1 (Financial Statemenrs) shall bc certified by a director of the relwant company as fairly representing its financial condition as at the date as at which those Financial Statemcnts were drawn up, (b) (c) Each of the annual fiscal budget of Sien'a Leone delivered by the Guarantor pusuant to Clause l9.l (Financial Statemezls) shall be certified by an authorised sigratory oftho MOFED.
The Borrower shall procuro that each set of its Financial Statements delivered pursuant to Clause 19.1 (Financial Statements) is prepared using IFRS, accounting practices and filancial reference periods consistenlly, unless, in relation to any set of Firancial Statements, it notifies the Facility Agent that there has been a change in IFRS, the accounling pmctices or refercnce periods and its auditors (or, if appropriatg the auditors of the Bonower or the Guarantor) deliver to the Facility Ageot: 5E (, (ii) a description of any change necessary for thosc Financial Statements to reflect the IFRS, accounting practices and referenco pcriods upon whioh the most recont Financial Statements were preparcd; and sufFrcient inforrnation, in form and substance as may be reasooably required by the Facility Agent, to enable thc Lenders to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and the most recent Financial Statements.
Any reference in this Agreement to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the basis upon which the most recent Financial Statements were prepared.

19.4 Budget (a) The Borrower shall supply to the Facility Agcnt in sulficient copies for all the Lenders the Budget in accordance with Sohedule 2 (Conditions Precedent).
(b) The Borrower shall eDsure that the Budget: (r) is ia a form reasonably aoceptable to thc Facility Agcnt and includes a projected consolidated profit and loss, balance sheet and cashflow stat€ment for the Borrowcr; (iD is prepartd in accordance with the IFRS and the accounting practices and Iinancial refercnce periods applied to Financial statements under Clause 19.1 (Financial stalement); and (iil) has been approved by the board ofdirestors ofthe Borrower.
195 Informafiou:Miscctlaneous The Borrower shall supply to the Faoilif Agent (in srrlflcient copies for all the Lcnders, if the Facility Agcnt so rcquests): (a) all documents dispatched by the Bonower to its Shareholder (or any class of them) or the crcditon of each of the Borrower and the Guarantor generally at the same time as they art dispatchcd; (b) promptly upon bccoming awarc of thm, the details of any litigation, arbitation or administrative proceedings which ar€ cunent, thrcatened or penditrg against thc Bonower or ttre Guarantor, and which might, if adversely deterrnined, have a Material Adverse EffecU (c) promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Bormwer and the Guarantor with the temrs of any Security Documents; and (d) promptly, such further infomration regarding the financial condition, business and operations of the Borrower or the Guarstrtor as any Finance Party (through tho Facility Agont) may reasonably request 59 19,6 Notification of Default (a) The Borrower and tho Guarantor shall notifr the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurreaoe (unless the Borrower or the Guarantor (as the case may be) is aware that a uotificatioa has already been provided by the Guarantor or the Bonower (as the case may be)).
(b) Promptly upon a request by the Facility Ageng the Bonower shall supply to the Facility Agent a c€rtificate siped by two of its directors or senior officers on its behalf certi$ing that tro Default is continuing (or if a Defaull is continuing, specifuing the Default and the steps, ifany, being taken to remedy it).

19 ,7 Auditors The Borrower shall not change its auditors tom those retained by it as at the date of this Agreement except with the prior written consent of the Majority Lenders.
19.8 Yef,r-end The Borrower shall ensure that its financial year end falls on December 3l and shall not change its financial year-end unless with the prior written consent of the Majority Lenders.
19.9 Use of Websites (a) The Borrower may satisfr its obligatiou under this Agreement to deliver any information in relation to those Lendcrs ( tie "Website Lenders') who accept this method of corrmunication by posting this information onto an electronic website designated by the Borrower and the Facility Ageut(the 'Designated \tebsite) if: (i) the Faoility Agent expressly agrecs (aftcr consultation with each of the Lenders) that it will accept commudcation of the infonnation by this method; (iD both the Bonower and the Facility Agent are aware ofthe address ofand any relevant password specilications for the Designated Website; and (iil) the information is in a format previously agreed between thc Borrower and the Facility Agent.
If any Lender (a "Paper Form Lender') does not a$ee to the delivery of information electonically then the Facility Agent shall notify the Borower accordingly and the Bonower shall supply the hformation to the Facility Agent (in suffioient copies for each Paper Form knder) in paper form.

In any event the Borrower shall supply thc Facility Agent with at least one copy in paper form of any information requircd to be provided by it.
60 (b) The Facility Agent shall supply eaoh Website L€nder with the address of and any relevant password specifications for the Designated Website following designation ofthat website by the Borrower and thc Facility Agent.
(c) The Borrower shall prompdy upon beooming aware of its ocoutrence notifr the the Designated Website cannot be accessed due to technical failure; Facility Agent if: (i) (iD the password specifications for the Designated Website change; (iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website; (iv) any existing information which has been provided under this Agreement and posted onto the Desiglated Website is amended; or (v) the Borrower becomes aware that the Desigrated Website or any information posted onto the Designated Website is or has been idected by any electronic virus or similar software.
If the Borrower notifies the Facility Agcnt under paragraph (c)(i) or pamgraph (c)(v) above, all information to be provided by the Borrower rmder this Agreement after the date ofthat notice shall be supplied in paper form unloss and until the Facility Agent and each Website Lender is satisficd that the circumstances giving rise to the notification arr no longer cotrtinuing.

(d) Any Website Lender may reques!


thrcugh the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.

The Borrower shall comply with any such request within ten (10) Business Days.
19.10 "Know Your Customer" Checks (a) If: (D the introduction of or any change in (or in the interpretation, admidstration or application of) any law or regulation made after the date of this Agreement; (ii) any change in the status ofthe Borrower or the Cuamnlor or any change in the composition of the Shareholder of the BoEower after the date of this Agreemenq or (iil) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Leuder prior to such assignment or transfer, obliges the Facility Agent, Sinosure or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already availablc to it, cach of the Borrower and the Guarantor 6l shall promptly upon thc requcst of the Facility Agent, Silosure or any Lender supply, or procure the supply o{ such documentation and other evidence as is requested by the Facility Agent (for itself or on behalf of any Lender r€asonably or Sinosure) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Facility Agert, Sinosure, such Lender or, in the case of the event described in paragraph (iii) abovc, aay prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customc/'or othcr similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
o) Each Lender shall promptly upon the request of the Facility Agent supply, or procure the zupply of, zuch documentation and other evidencs as is reasonably regucsted by the Facility Agent (for itself) in order for the Facility Agent to carry out and bc satisfied it has complicd with all neccssary "know your custome/'or othor similar checks under all applicable laws and regulations pursuant to the traNactions contemplarcd in the Finance Documents, 20.
FINANCIALCOVENANTS 20.1 Debt Service Coverage Ratios (a) On each Intercst Paymcnt Datc f'om and after the Actual Completion Date of the Project, the Bonower shall calculate and deliver to the Facility Agetrt a certificate in form and substance satisfactory to the Facility Agcnt sigred by a director ofthe Borrower confirming the DSCR for such Calculation Date.

(b) The Borrower shall submit to tho Faoility Agent all data and calculations used to calculate the DSCR.
The Facility Agcnt shall notiry the Borrower in writing of any suggested corrections that should be made to sucb calculatioos within thirty (30) Business Days folloving receipt and the Borrower shall incorporate all such corrections as the Facility Agent deems reasonably appropriate.

The Facility Agent's determinations with respeot to these matters shall bc final and bindhg on the Borrower absent manifest error.
(c) The Borrower shall ensure that thc DSCR for each Calculation Period shall be no less than I .1 : l. 20.2 DebtrEquity Ratio The Borrower shall at all times maintain a Debt:Equity Ratio of not more than 80:20.

21, CENERALI]NDERTAKINGS The undertakings in this Clause 20 .l (General Undertakings) remain in force from the date of this Agreemont for so long as any amount is outstanding under the Finance Documetrts or any Commitment is in force.
2l.l TransactionAuthorisations Each ofthe Bonower and the Guarantor shall promptly: 62 (a) obtair; comply with and do all that is necessary to maintain in full forcc and effect; and (b) supply certilied copics to the Facility Agent of, any Transaction Authorisation required under any law or regulation of its jurisdiction of incorporatiou to eoable it to perform its obligations under the Transactiotr Documcnts and to ensure the legality, validity, enforceability or admissibility in widence in its jurisdiction of incorporation of any Transaction Document.
21.2 Negative Pledge In this Clausc 21.2 (Negattve P/edge), "Quasi-Securitf' means an arrangoment or transactior described in paragra.plx (cX| to (cxvii) (both inclusive) below.
(a) Subject to paragraph (o) below, (i) (il) the Borrowcr shall not crcate or permit to subsist any Security over any of its asseb; and the Guarautor shall not oreate or suffer to exist any Security upon any of its assots or revenues to secure the payment of any of its External Iodebtedness unless, when suoh Security is ffeated, the obligations of the Guarantor under this Agrrement arc secured equally and rateably with such External Indebtednes.
(b) Subject to paragraph (c) below, neither the Borrowor nor the Guarantor shall: (r) (ii) sell, transfer or othcrwise dispose of any of its assets on terms whereby they are or may be leased to or reacquired by the Borrower or the Guamntor; sell, transfor or olherwisc dispose of any of its rcceivables on rEcourse tenns; (iil) enter into any arrangemcnt uodcr which moncy or the benefit ofa bank or other account may be applied, set--ofr or made zubject to a combination of accounts; or (rO cnter into any othq preferential arrangemert having a similar effeog in circumstanccs whcre the armngemcnt or traosaction is entered into primarily as a method of raising Financial Indebtedness or of frnancing the acquisition of an assct.
(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Sccurity listed below: (0 any netting or set--off atrsngemenl entered into by the Borrower in the ordinary course of its banking arrangoments for the purpose of netting debit and credit balances; 63 (it) (iiD (iv) any psyment or close out nettitrg or set--of Errangement pursuant to any Treasury Transaction entered hto by the Borrowcr and the Guarantor which is pcmritted under the Finance Doouments exoluding any Security or Quasi-Security urder a credit support arrangement in relation to a Trcasury Transaction; any lien arising by opcration oflaw and in the ordinary course ofbading; any Security or Quasi-Security ovcr or affecting any assct acquired by the Bonower or the Guarantor after the date ofthis AgreemEnt if: (A) the Security or Quasi-Security was not created in conternplation of the acquisition ofthat asset by the Borrower or the Cuarantor; (B) the principal amount secured has not becn increased in contemplation of or since the acquisition of that asset by the Borrower or the Guarantor; and (C) the Security or QuaslSecurity is removed or discharged within tluee (3) months ofthe datc ofacquisition ofsuch asset; (v) any Security or Quasi-Security entered into pursuant to any Finance Document; (vD any Sccurity or Quasi-Security arising under any retention of tide, hire purchase or conditional sale araogcment or arrangemenls having similar effect itr respect of goods supplicd to Borower in the ordinary course of
 trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by the Bonower; or (vii) any Security or Quasi-Security securing indebtedness the principal amount of whioh (wheu aggregated with the principal amormt of any other indebtedness which has the benefit of Security or Quasi Security given by thc Borrower other than any permitted utrder paragrsphs (i) to (v) above does not exceed US$1,000,000 (or its equivalent in another currency or currencies), (d) The Borrower shall not dtectly or indirccdy, makc or declare any Distribution (in cash, property or obligation) on, or other paymcnt on account of any sharas or othcr interests held by the sharrholder of the Borrower directly or indirectly in the Borrowcr (including ownership, voting rights or powers, or direct or indircct economio interests in any suoh shares).
21.3 Disposals (a) The Bonower shall noL eoter hto a single trar$action or a series of transactions (whether related or not) and whether voluntary or involmtsry to sell, lease, transfer or ottrerwise dispose of any asset.
(b) Paragraph (a) above does not apply to any sale, lease, ransfer or other disposal: 64 (r) made in the ordinary course oftading ofthe disposing entity; (ii) of assets in exchange for other assets comparable or zuperior as to Epe, value and quality; or (iil) where the higher of the market value or consideration receivable (when aggregated with the higher ofthe market value or consideration receivable for any other salc, lease, traosfer or other disposal, other than any permitted under paragraphs (i) to (ii) above does not exceed US$5,000,000 (or its equivalent in another currency or currencies) in any Iinancial year.
21,4 Pari Passu Each ofthe Borrower and the Guarantor shall ensure that at all times any unsecured and unsubordinated claims ofa Finance Party against it under the Finance Documetrts rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily prefened by laws of geueral applioation to companies.

21.5 Merger The Borrower shall not enter into any amalgamation, demergcr, merger or corporate reconstruction.
21.6 Change of Business The Borrower must not oarry on any businoss othor than the Projeot.

21,1 Financiollndebtedness (a) Except as provided in paragraph (b) bclow, the Borrower must not inou or permit to be outstanding any Financial Indcbtcdness.
(b) Paragraph (a) does not apply to: () (ii) any Financial Irdebtedness incurred under the Finance Documents; any Financial Iadebtedness under finance or capital leases of equipment if the aggregate capital value of the equipment leased does not exceed US$40,000,000 or its equivaleut at any time; and (iit) any Financial Indebtedness approved by the Majority Lenders.

21.8 Acqulsitions (a) Exce,pt as pmvided below, thc Borower Eust not make any acquisition ot inveshent.
(b) Paragraph (a) does not apply to any invcstmcnts or acquisitions which: 65 (i) (ii) result frorn extensions of trade credit incuned in the ordinary course of business, so long as such rade crcdit is payable within ninety (90) days of the date the respeotive goods are delivered or the respectivc scrvices are rendered and are not more than ninety (90) days overdue; constitute commercial bank deposits in the ordinary couse of business in the Bank Accounts; or (iir) constitute money markct funds held in auy Bank Account which have a rating in the highest investrnent category granted by a recognised credit rating agency st the time of acquisition.
21.9 Environmental and Social Matters (a) The Borrower must: (i) (ii) comply with all Environmental and Social Laws as applicable to the Borrower; obtain, maintain and ensure compliance with all requisite approvals under applicable Environmental and Social Laws; (iii) implemcnt procedures to monitor compliancc with and to prevent liability under any Environmental and Social Iaws, applicable to it; and (iv) comply with the Environmental and Social Standards as each are applicable to the Borrower.
(b) The Borrower must inderuiry each Finance Party against any loss or liability incurred by that Finalce Party as I result of any actual or alleged breach of any Environmental and Social Laws or any Environmental and Social Standards by any person, and which would not have arisen ifa Finauce Document had not been entered into, unless it is csused by that Finance Party's gross negligence or wilful misconduct.
21.10 Loans (a) (b) Except as provided below, neither the Borrower nor the Cuarantor shall be the creditor in respect ofany Financial Indebtedness.
Paragraph (a) does not ap?ly to: (r) any credit provided under a Project Documentt (ii) any credit approved by the Facility Agenq or (iii) any investstrents or acquisitions which: (A) result from extensions of trade credit incurred in the ordinary course of business, so long as such trado credit is payable within ninety (90) days oftho date the respective goods are delivered or 66 the respective serviccs are rendered and are not more than ninety (90) days overdue; (B) constitute commercial bank deposits in the ordinary course of business in thc Bsnk Accounts; or (C) constitute moncy market funds held in any Bank Account which have a rating in *le highest inves&ent oategory granted by a recognised credit rating agency at the time of acquisition.
2t.tt Third Party Guarantees (a) In this Clause 2I.ll (Ihird Party Guarantees), a guaraatee includes an indemnity or other assurance against loss.

(b) No Bonower shall incur or allow to be outstanding any guarantee by it in respect of any person, unless with the prior written consent of the Facility Agent 21,12 Capital Expenditures The Borower must not incur any capital expenditure, other than in accordance with the Budget.
21.13 ProJect Works (a) The Borrower must uso its best endeavou$ to ensure ttat: (i) the Project Works are comploted in accordance with the Projcct Documents and thc appropriate Good Industry Practice; and (ir) the Actual Completion Datc occurs by, or as soon as practicable after, the Scheduled Corrpletion Date.
(b) Tte Borrower must not, without the prior consent ofthe Facility Agent agree to the iszue o[, or the deferral of the issue of, any certificate of completion (or similar document) under the EPC Conract.

21.14 Operation and Maintenance The Borrower must diligently operate and maintain, or ensure the diligent operation a[d maintenance of, the Project in a safe, efficient and business-like manner atrd in accordance with the Transaction Documents and the appropriate Good Industry Practice.
21.15 Project Documents (a) The Borrower must: (r) exercise its rights and comply with its obligations under each Projcct Document to which it is a party; and 6',1 (i0 ensure (so far as this is within its confiol) that each othcr party to a projeot Document exercises its rights and complies with its obligations under that Pmject Document, in a proper and timely manner consistent with the Borrowcr's obligations under thc Finance Documents.
(b) The Bonower must trot atrd must not agree to: amend or waive; (i) (ir) assign or trnsfe5 or (iii) terminate, suspend or abandon, all or aoy part of a Project Document without the prior written consent of the Facility Agent.

21.16 Materlal Conhacts (a) Except with the prior conscnt ofthc Facility Agen!

thc Borrower must not enter into any material cont"act othor than the documents specified in paragraphs (a) and (b) ofthe definition ofProject Documents.
(b) Thc Borrower must eDsur€ that each material contract it enters itrto after the date of this Agreernetrt is capable of beiag made subject to a Security in favour of the Finance Parties, 2I.17 Tax Affairs The Borrower must: (a) promptly file all Tax reports and retums required to be filed by it in any jurisdiction; (b) promptly pay all Taxes or, if any Tax is being contested in good faith and $y appropriate mearr, ersure an adequate rcserve is set aside for pa5,rrent of that Tax; (c) arrange its Tax affairs in such a manner to maximise any relevant relief and allowance in respect ofany Tax; (d) apply all tax dedits, losses, reliefs or allowances in the manner and to the extent taken into account in any forecast; and (e) not surcnder or dispose of any tax sredit, loss, relief or allowance available to and usable by it 21.I8 Itrsuratrces (a) The Bonower shall maintain insuranccs on and in relation to the Project and its assots against those risks and to the extent as is usual for oompanies carrying on 68 the constnrction and operatiou of projects the ssmo or substaatially similar to Ote Pmject.
(b) All insuranccs must bc with reputable independent insurauce companies or underwriters.

21.19 Share Capital Without the prior written consent of tho Facility Agent, the Bonower must not: (a) (b) issue any shares or alter any rights attaching to its issued shares as at the date of this Agreement; or iszue aoy voting capital.

21.20 Treasury Transactions (a) The Borrower shall not enter into any Trcasury Transaction, other than the hedging transactions documented by the lledging Agreemenb.
O) If the Borrower prcposes to enter into any Hedging AgreemenB, thc Borrower shall give Industrial and Comrnerrial Bank of China Limited or irc Affiliatcs ('ICBC Group'), a right of lbst refirsal in respect of the oxecution of any hedging to be entered into by a hedging bank (other than a mcmber of ICBC Group) regarding the Facility.
Such right of first refusal shall prohibit the Borrowor from entering into any hedging with a hedging bank (other than a member of ICBC Group) if a member of ICBC Group (a) providcs thc samc or better pricing terms on the relevant hedging than that of the relevant hedgng bank and (b) makes a binding offer to enter into such relwant hedging on such samc or better pricing terms.
21.21 Compliance with Laws The Borrower shall comply with: (a) all applicable laws or rcgulations (inclurling any Transaction Autborisations) to whioh it may be subject; (b) all Anti-Money Laundering Economic or Trade Sanotions and Anti-Terrorisrm Laws; (c) all regulations issued by OFAC; (d) all Comrpt Practices Laws; and (e) all Sanctions, to which it may be subject.
69 21.22 Sinosure Insurarce Policy Neither the Borrower nor the Guarantor shall knowingly act or omit to do anything which may adversely prejudice any rights ofthe Lenders under the Sinosure Insurance Policy.
21.23 SinosureRequiremeuts The Borrower shall execute all such other documents and instrumeuts and do or refrain from doing all such other acts and things as the Facility Agent may reasonable require following a roquest by Sinosure to the Facility Agent pursuant to thc Sinosure Irsurance Policy: (a) (b) in order to comply with, and carry out the transactions contcmplaEd by, the Finance Documents aud any docrmrents required to be dclivered r:nder the Finance Documents; and in order for the beneficiaries under tho Sinosure trosurance Policy to oomply with and continue to benefit from the Sinosure Insurance Policy or to maintain the effectiveness of the Sinosure Insurance Policy.
2t,u Bank Accounts G) The Borrower shall open and maintain the Bank Accounts in accordance with the Accormts Agrcement and other Finance Docu:rents, (b) The Borrower shall apply thc amounts in the Borrower Collection Account in accordance with the Accouuts Agr€ement ald other Financc Documcnts.

(c) The Bank Acoounts will be charged to thc Security Agcnt (for ttre benefit of all Lcnders) pursuant to the Deed ofcharge.
21,2s Second Advance Payment The Borrowet undertakes that ths Second Advance Paymeut shall be paid to thc EPC Cont?ctor by it within welve (12) months after the date of pa)ment of the hitial Advance Payment.

21.26 Budget The Guarantor undertakes that it will include the annual principal and intcrest payurents due under this Agrcement in its relevaat annual fiscal budgets for the Republic of Sierra kone.
2127 Application of FATCA The Borower must procure that, rmless otherwise agreed by all Finance Parties, it shall not bccome 8 FATCA FFI or a US Tax Obligor.

2t28 Use of Proceeds The Borrower shall enswe that the proceeds of each Utilisation will only be used for the puposes specified in Clause 3.1 (Purpose) ofthis Agreement.
70 21.29 FurtherAssurance (a) Each ofthe Borrower and the Guarantor shall promply do all suoh acts or execute all zuch documents (including assignments, transfcrs, mortgages, cbarges, notices and instructions) as the Security Agcnt may ressonably specifr (and in such forrn as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)): (r) to perfect the Seourity created, or intended to bc crcatcd, now or at any time hereafter, under or evidenced by the Security Documents (which may include the execution ofa mortgage, charge, assignment or othcr Sccurity intended to be, the subject of ovcr all or any ofthe assets which are, or ar€ the Transaction Security) or for thc exercise of any rights, powerc and remedies of the Security Agent or the Financc Parties provided by or pursuant to thc Finance Documents or by law; (it) to confer on the Security Agent or confer on the Finarce Parties Security over atry property and assets of that Security hovider located ia any jurisdiction equivalent or similar to the Security intended to be confened by or pursuant to the Security Documents; and/or .
(iii) to faciliarc the realisation of the assets which arc, or are intended to bB, the subject of the Transaction Security.
(b) Each of the Borrowcr and the Guarantor shall ake all such action as is availablc to it (including making all filings and registations) as may be necessary for the purposc of the creation, perfection, protection or maintenance of any Security conferred or intended to be confened on the Security Agent or the Finance Parties by or pursuant to the Finance Documents, 2130 Conditions Subsequent The Bonower shall, immediately upon sianing any Service Agreements or any leases in connection with leasing the New Port whioh are duly executed by all partiers thereto, enter into an assignment in relation to the Service Agreements and leases for the benefits of the I*nders (in fonn and substance satisfactory to tho Facility Agent) and take all such action as is available to it as may be necessary for the purpose of the creation, perfection, protection or maintenasce of any such Security for the benelits of the lenders.
22.

EVENTSOFDEFAIJLT Each of the wents or circumstances set out in Clause 22 (Events of Default) (other than Clanse 22.27 (Acceleration)) is an Event ofDefault.
22.1 Non-Payment The Bonower or the Guarantor does not pay on the due datc any amount payable pusuant to a Finance Documont at the place and in the currency in which it is expressed to be payable unless: G) its failure to pay is cEused by: 7l administrative or technical enor; or (i) (ir) a Disruption Event; and (b) payrnetrt is made within three (3) Business Days ofits due date.
22.2 FinrnclalCovenants (a) The DSCR for any Calculation Period ending on a Calculation Date is less than l.l: l. O) The Debt;Equity Ratio is more than 80;20.

22.1 Other Obllgations (a) A Security Provider or the Guarantor does not comply with any provision of the Finance Documents (othcr than those refened to in Clause 22.1 (Non-Payment) and Clause 22.2 (Financial Covenaats)).
(b) No Event ofDefault under paragraph (a) above will occur if the failuro to comply is capable of remedy and is remedied within five (5) Business Days ofthe earliet of (i) the Facility Agent giving notice to the Borrower and (ii) the Borrower becoming aware of the failure to comply.
22,4 Mlsrepresentation Any representatiotr or statement made or deemed to be madc by a Security P$vider or the Guarantor in the Finance Documents or any other document delivered by or on behalf of any Security Provider or the Guarantor under or in connection with any Finance Document is or prcves to have bcen inconect or misleading when made or deemed to bc made.
22.5 Cross Default (a) Security Providers Cross Default (i) (ii) Aly Financial Indebtedness of a Security Provider is not paid when due nor within any originally applicable grace period.

Any Financial Indobtedncss of a Security Provider is declared to be or otherwise becomes due and payable prior to its specilied maturity as a result of an event of defsult (however described).
(iii) Any commitnent for any Financial Indebtedness ofa Security Provider is cancelled or suspended by a creditor of such Security Provider as a result of an event of default (however described).

(rv) Any creditor of a Secudty Provider becomes entitled to declart any Financial Indebtedness of such Security Provider due and payable prior to its specificd manrity as a result of an event of default (however described).
'12 (v) No Event of Default will occur under this Clause 22.5(a) (Cross Default) if the aggregate amount of Financial Indebtedness of or the commitnent for Financial Indebtedness of the relevant Secudty Provider falling within paragraphs (i) to (iv) is less than: (A) with respect to the Borrower, US$10,000,000 (or its equivalent ia other ourrencies); (B) with respeot to Tidfore, US$30,000,000 (or its equivalent ir other currencies); and (C) with respect to the Shareholder, where such event does not have or could not reasonably be expected to have, a Material Adverse Effect.
(b) Cross Default - Guarantor or MOTA (i) Ary Extemal Indebtedness of the Guarantor or MOTA is not paid when due nor wirhin any originally applicable grace period.

(i1) Any Extemal Indebtedness ofthe Guarantor or MOTA is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
(iil) Any commitment for any Extemal Indebtedness of the Guarantor or MOTA is cancellcd or suspended by a creditor of the Guarantor or MOTA as a result ofan event ofdefault (however descn'bed).

(iv) Any creditor of the Guarantor or MOTA becomes entitled to declare any Extemal Indebtedness of the Guarantor or MOTA due and payable prior to its specified maturity as a result of an event of default (however described).
(v) Any Secudty securing the External Indebtednoss of the Cuarantor or MOTA becomes enforceable.

(vi) No Event of Default will occur under this Clause 22.50) (Cross Default) if the aggregate amount of Financial Indebtedness of the Guarantor or the committrent for Financial Indebtedness of the Guarantor or MOTA falling within paragraphs (i) to (v) is less than US$150,000,000 (or its equivalent in other currencies).
22,6 Insolvency (a) The Borrower or Tidfore is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difEculties, commences negotiations with one or more of its creditors with a view to rcscheduling any ofits indebtedness.

(b) The value of the assets ofthe Borower or Tidfore is less than its liabilities (taking into account contingent and prospective liabilitios).
73 (c) The Borrower or Tidfore is deemed to, or is declared to, be unable to pay its debts under applicable law.

(d) A moratorium is declared in respect of any indebtetlnoss of the Borrower or Tidfore.
22.7 Insolvency Proceedings Any corpomte action, legal proceedings or other procedure or step is taken in relation to: (a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangcmsnt, scheme ofarrangernont or otherwise) ofthe Borrower or Tidfore; (b) a composition, compromise, assignment or arrangement with any creditor ofthe Bonower or Tidfore; (c) the appointrnent of a liquidalor, receiver, administrztive receiver, administator, compulsory manager or other similar officer in rsspect of the Borrower or Tidfore or any of its assets; or (d) enforcement of any Security over any assets ofthe Borrower or Tidfore, or any analogous procedure or step is taken in anyjurisdiction.
This Clause 22.7 (Insolvency Proceedings) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within fourteen (14) days of commencement.

22.8 Creditors' Procqss Any expropriatiorl attachment, sequessation, distress or execution affects any asset or assets of the Borrower or Tidfore having an aggregate value ofUS$5,000,000 and is uot dischatged within ninety (90) days.
22.9 Cessation of Business The Borrower or Tidfore suspelds or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

22.10 Change of Control A chinge ofco rol occurs in respect ofthe Bormwer.

For the purposes ofthis Clause: (a) (b) a "change of control" ocours ifthe Guarantor ceases to control the Borrower; and means the power to direct the management and policies of an entity, whether tkough the ownership ofvoting oapital, by conFact or otherwise.
74 22.11 Unlarvfulness (a) It is or becomes unlawfirl for a Security Provider or the Guarantor to perform any of its obligations uoder tho Transaotion Dooumcnts.
O) Any obligation or obligations ofa Security Provider or the Guarantor under any Finance Documents ar€ not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests ofthe Lenders undcr the Finance Documens, (c) Any Finance Document ceases to be in ftll force and effect or any Trusaction Security ceases to be lega[ valid, binding, enforccable or effective or is alleged by a party to it (othcr than a Finance Party) to be incffective.
22.12 Repudladon, Resclsslou or Modification (a) A Security Provider or Guarantor (or any other relevant party) rescinds or I Transaction Document pueorts to rescind or reudiates or puports to r€pudiate or any of the Trausaction Sccurity or evidences an intcntion to rescird or rcpudiate a Transaction Document or any Transaction Security.

(b) A Project Document is modified, suspended or terminated without the prior written consent ofthe Facility Agent in many material respect.
22.t3 Exproprlation The authority or ability of the Borrower to conduct its business is limited or wholly or zubstantially curtailed by any seizure, expropriation, nationalisatioq intewentiorl restriction or other action by or on behalf of any govsrnmental, rcgulatory or other authority or other person in rrlation to the Borrower or any ofits assets.
22.14 Litigation (a) Any litigation, artitsation, administrative, govcmmental, regulatory or other investigations, proceedhgE or disputes are commenced or threarcned io relation to the Transaction Documents or the transactions contemplated in the Transaction DocumenE.
(b) No Event of Default will occur uder paragraph (a) above where the amount of damages claimcd against or rcwarded agaiDst (i) the Borrower or the Guarantor itr relation to any litigation, arbitration, proceedings or disputos relating to the EPC Conhact does not, or is not reasonably likely to cxceed US$5,000,000 and (ii) any other Security Provider, which does not have or could not be rcasonably cxpccted to have, a Material Adverse Effect .
22.15 Invalid Securlty (a) Any of the Transaction S€curity fails to be perfected or in ftll force and effect, or ceascs to be perfccted or to bc in firlt forcc and effect and is such lack of perfection is capable of being cured, it is not cured within tcn (10) days of the occurlenc€ thereof.
75 (b) Transaction Security created or purported to be created under a Security to be, a first ranking security in favour of the Security Document is not, or c€ases Agent 22,16 Abandonment (a) The Borrower abandons all or part ofthe Project.
(b) Without limiting paragraph (a) above, the Borrower will be deemed to havc abandoned the Project if it fails to perform a sigrrificant part ofthe operations or if no significant work or service is pcrformed or provided (wh*her by it or by tho EPC Contractor) for a continuous period of one hundred and twenty (120) days (excluding any timc rcquircd for thc carrying out ofnecessary maintcnanco).
22.17 Failure to Make Paymentc under the EPC Cotrtract The Borrower as the employer under the EPC Contract fails to pay on thc due date 8ny amount payable pursuant to the EPC Contract at the place and in the cunency in which it is expressed to be payable.

22,18 Insurances Aay insurance req.rired to be maintained in accordance with this Agrcemsnt: (a) (b) is repudiated, avoided or zuspended, in each case to any extent.
is not, ceascs to be, in full forcc or effect; or 22,19 Failure to Achieve Actual Completion Date The Actual Completion Date does not occur on the date which is six (6) months falling after the Scheduled Completion Date.
22,20 Failure to Comply with Court Judgment or Arbitral Award (a) A Security Provider fails to comply with or pay by the required timo any sum due ftom it under any final judgrnent or any final order made or given by a court or arbit'al tribunal or other arbitral body, in each case of competent jurisdiction.
(b) No Event of Default under paragraph (a) above will occur if the aggregate liability under that judgment or order is less than: (r) with respect to the Borrowcr, US$5,000,000 (or its cguivalent in any othcr currency or currencies); (iD with respcct to Tidforc, US$30,000,000 (or its equivalent in any other currcncy or currencies); (iii) with respect to the GuataDtor (or MOTA), US$50,000,000 (or its equivalent in any other currcncy or currencies); and 76 (iv) with respect to any other Security Provider, where such failure does not have or could not be ressonably expeoted to have, a Material Adversc Effect.
22.21 Material License (a) Any Material Licence is teminated, cancelled, suspended or revoked (whether wholly or in part).

(b) Any restrictions or conditions are imposed on any Material Liccnce.

(c) Any Material Licence is modified or varied in a way that is adverse in atry to thc intcrcsts of the rclsvant merabcr or mernbers of the material r€spcot Borrowcr.

(d) Any Material Licence expires and is not renewed ou substantially the same terms.
22.22 Converdbility Any foreign exchange law is amended, enacted or intoduced or is reasonably likely to be amended, enacted or intr,oduced in Siena Leono thst (in the opinion of the Majority Lendors): (a) has or is reasonably likcly to have the efcct of prohibiting, or restricting or delaying in any material respect atry payment that any Seculity Provider is required to make pursuant to the terms of any ofthe Transaction Documetrts; or (b) is materially prcjudicial to the intcrests of the Finance Parties uuder or in connection with any of the Transaction Documcnts, 22.23 Sinosure (a) The Sinosure lnsurancc Policy ceascs to bc effcctivc in accordance with its terms either ia whole or in part.
(b) Sitrosue rcfuses to accept a claim made or compensate tlc Lcndcrs in accordance witr the Sinosurt Insurance Policy.

2224 Moratorlum (a) The Borrower or Tidforc declares a moratorium, standstill or similar suspension ofpayme,nB in respect of it8 FinaDoial Indebtedncss.

(b) The Guarantor declares a moratorium, standstill or similar zuspension of payments in respect ofthe Financial Indebtedness ofSierra Leone.
2225 Polltical rBd economic risk A deterioration occurs in the political or economic situation generally in Sierra koue, or an act of war or hostilities, invasion, armed conflict or act of foreign eoemS revolutior, insurection, iusurgency or tucat thercof occurs in or involving Siena Leong unless (in any such case) this does not and will not have a Material Adverse Effect.
71 22,26 Ml,tqlal Adverse Chauge Any cvent or circunstance occurs which the Majority Lenders r€asonably beliovo has or is likely to have a Material Adverse Effect.
22,27 Aatclertfroa On and at any time after the occurrense ofan Event of Default which is co inuing the Facility Agent may, and shall if so directed by the Majority l,enders, by notice to the Borower: cancel the Total Commitaents whereupon they shall inmediately be cancelled; (a) (b) deolare that all or part ofthe loans, together with accrued interest, and all other amounts accrued or outsbnding under the Finance Documents be immediately due and payable, whereupon they shall become immsdiately due and payable; (o) declare that all or part of thc loans bc payablc on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the insructions of fte Majority Lenders; and/or exercise or dk€ct or discrrtions under thc Finance Documents.
the Security Agent to exercise atry or all of its rights, remedies, powers 23 CHANGES TO TIIE LEMERS 23,1 Assigument and Transfers by the L€nders Subject to this Clause 23 (Changes to the Lender$, a knder (the "Exlsdng Lender") m8y: (a) assign any ofits rights; or (b) transfer by novation any ofie rights and obligations, to Sinosure, another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making purchasing or investing in loans, securities or othor finanoial assets (the 'New Lender"), 23.2 Conditions of Assignment or Transfer (a) An assignment will only be effective on: (i) receip by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in fomr and substance satisfactory to the Facility Agent) that the New Lender will assume the mme obligations to the other Financc Parties as it would have been under if it was the Original Lender; and (iD performance by the Facility Agent ofall necessary,.know your customer', or other similar checks under all applicable laws and regulations in rolation to such assignment to a New lender, the completion of which the 78 Facility Agent shall promptly notiry to the Existing Lender and tho New Lender.
(b) A hansfer will only be effective if the procedure set out in Clause 23.5 (Procedure for Trans/er) is complied with.
(c) Ifl (r) (ii) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and as a result ofctcunstances exisring at the date the assignmenq transfer or change occurs, the Borrower or the Guarantor would be obliged to make a payment to the New L.ender or Lender acting tluough its new Facility OfEce under Clause 12 (Tax Gross Up and Indemnirr'es) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility OfEoe is only entitled to receive paym.ent under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Faoility OfEce would have been if the assignment, transfer or change had not occu:red.
This paragraph (c) shall not apply in respect of an assignment or transfer made in the orriliaary course of the primary syndication of the Facility.
(d) Each New Lender, by executing the rclevant Transfer Csrtificate or Assigtrm€nt Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assigrunent becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
23,3 Assigrment or Tronsfer fee The New Lender shall pay to the Facility Agent (for the account of the Original Lender) an assignment or transfer fee pursualt to the relevant assigrunent or transfer fee letter entered between the Facility Agent aud such New Lender.
23.4 Limitation of Responsibility of Existing Lenders (u) Unless expressly agreed to the contrary, an Existing Lender makes no representation or waranty and assumes no responsibility to a New Lender for: (1) (i0 ttrc legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents or any other documents; the financial condition of any Secudty Provider or Guarantor; '79 (iil) the performance and observance by any Security Provider or Guarantor of its obligations under the Transaction Documents or any other documents; or (w) the accuracy of any statemonts (whether written or oral) made il or in connection with any Transaction Document or any other documenq and any representations or warranties implied by law are excluded.
(b) Each New Lender confirnrs to the Existing Lender and the other Finance Pados and the Secured Parties that it: (i) has made (and shall continue to make) its own independent investigalion and assessment of the financial condition and affairs of each Security Provider or the Guarantor and its related entities in connection r ith its partioipation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Transaction Document or the Transaction Security; and (ii) will continue to make its own independent appraisal of the creditworthiness of each Security Provider or the Guarantor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commihrent is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a ro-transfer or ro-assigmrent from a Now Lender of any of the rights and obligations assignod or transfened uoder this Clause 23 (Changes to the Lenders); or (iD suppo( any losses directly or indirecdy incured by the New Lender by reason of the non-performance by any Security Provider or the Guarantor ofits obligations under the Transaction Documents or otherwise.
23,5 Procedure for Transfer (a) Subject to the conditions set out in Clause 23.2 (Condittons of Assignment or Transfer) a transfer is effected in accordarce with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by rhe Existing Lender and the New Lender.
The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably pmcticable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agroement and dolivered in accordance with the tenus ofthis Agreemen!

Bxecute th&t Transfer Certificate.


(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing knder and the New Lender once it is satisfied it has complied with all neoessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the hansfer to such New Lender.
80 (c) Subject to Clause 239 (Pro Rata Intere"st Settle ent), on the Tratrsfer Date: (i) to the extent that in the Transfer Certilicate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect ofthe Transaction Security each of the Security Prcviders or the Guarantor and the Existi:rg Lcndcr shall be released from further obligations towands one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another rmder tho Finance Docunrents and in respect of the Transaction Security shall be cancelled (being the'Dtschnrged Rights and Obllgaffons"); (ii) each ofthe Security Providers or the Guarantor and the New Lender shall assume obligations towards one another and/or acquirc rights against one another which difcr from the Discharged Rights and Obligations only insofar as that Sccurity Provider or the Guarantor and the New Lender have assumed and/or acquired thc same in place of that Security Provider or the Guarantor and the Existing Lender; (iir) the Faciliry Ageng the Security Agent, the Mandated Lead Ananger, the New Leuder and othcr Lenders shall acquire the same rights and assume the same obligations between 0lemselves and in respect ofthe Transaction Security as they would have acquired and assumed had the New Lender been the Original Lender with the rights and/or obligations acquired or aszumed by it as a result of thc transfer and to that extent the Facility Agent, the Security Agen!
the Mandated I*ad Arranger and the Existing Lender shall cach be rcleascd from furlher obligations to each other undcr the Finance Documents; and (iv) the New Lender shall become a Party as a "LendeC'.
23,6 Procedure for Assignment (a) Subject to the conditions set out in Clause 23.2 (Conditions of Assignment or Tran{er) an assignment will be effected in accordance with paragraph (c) below when the Facility Agent executes an othenrise duly completed Assignment Agrcemetrt delivered to it by the Existing lrnder and the New Lender.
The Facility Agcnt shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the tcrms of this Agreemcnt and dclivered in acoordance with the terms of this Agreement execute that Assignment AgreemenL O) The Facility Agent shall only be obliged to execute an AssiSnment Agreemetrt delivered to it by the Existing knder and the New hnder oncc it is satisfied it has oomplied with all nccessary "know your customer" or other similar checks under all applicable laws and regulstions in relation to the assignment to such New Lender.
(c) Subject to Clause 23.9 (Pro Rata Interest Settlement'), on the Transfer Date: 8t 7 (i) (iD the rights of the Existing Lender under the Finance Documents expressed to be the subject of the Essigunent in the Assignment Agreement will automatically bc assigned absolutely by the Existing Lender to the New Lende4 the Existing Lender will automatically be released by each Security Provider and thc Guarantor and the other Finance Parties fiom the obligations (the "RelevsDt Obligations") owed by it and expressed to be the subject ofthe release in the Assignment Agr€cment; and (iiD the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to thc Relevant Obligations.
A [rnder may utilise procedures other than those set out itr this Clause 23.6 (Procedure for Assignment) to assign its rights under the Finance Documenb (but not, except with the consent ofthe relevant Security Provider and the Guarantor or in accordance with Clause 23.5 (Procedure for Transfer),lo obtain a release by that Seourity Provider and thc Guarantor from the obligations it owes to that Security Provider and the Guarantor or the assumption of equivalent obligations by a New Lender) so long as it complies with the conditions set out in Clauss 23.2 (Conditions ofAssigwnent or Transfer).
23.7 Copy of Transfer Certificate or Asslgnmotrt Agreement to the Borrower The Facility Agent shall, as soon as reasonably practicablc after it has executed a Transfer Certificate or an Assignment Agreement, send a copy thereof to thc Borrower.
23.8 Security over Lenders' Rights In addition to the other rights provided to Lenders under this Clause 23.8 (Security over Lenders' Rights), cach knder may at any timo, and without consulting with or obtaining consent from any Security Providcr and the Guarantor, at any time charge, assign or otherwise create Security in or over (whether by way ofcollateral or othenrisQ all or any of its rights under any Finance Document to secure obligations of that Irnder including; without limitation: (a) any chargc, assignment or othor Security to secure obligations to a federal resewe or central bank; and (b) in the case of any knder which is I fuId, any charge, assignment or otler Security granted to any holders (or auy tustee or representative ofany holder$ of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge, assignment or Security shall: (i) release a Lender from any ofits obligations under the Finance Documents or substitute the beneficiary ofthe relevant charge, assignment or Security for the Lender as a party to any ofthe Finance Documents; or 82 (ir) require any payments to be made by a Security Provider and the Guarartor other than or greater than those required to be made to tre relevant Lender under the Finance Docume[ts, or grant to any percon aBy rights more extensive than those gpnted to the relevant Lender under the Finanoe Documents.
23.9 Pro Rata Interest Settlement If the Facility Agent has notified the lrnders that it is able to distribute interest paymerts on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of 8ny transfer pusuant to Clause 23.5 (Procedure for Transfer) or any assignment pursuant to Clause 23.6 (Procedure for Assignment) the Transfer Date in relation to which is, in each case, after the date ofsuch notification and is not on the last day ofan Interet Period): G) any interest or fees in respect of the relevant participation which are expressed to aoorue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable to the Existing Lender (without further interesl accruing on thern) on the last day of the curre laterest Period (or, if the Lrterest Period is longer thau six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and (b) the rigbts assigrred or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that for the avoidance of doubt: (i) when the Accrued A,:oounts become payable, those Agcrued Amounts will be payable to fte Existing Lender; and (ii) the amount payable to the New Lender on that date will be ths amormt whicll but for tho application of this Clause 23.9 (Pro Rata Interest Settlement), would have been payable to it on that date, but after deduction of the Accrued Amounts.
24 CHANGES TO TIIE BORROWER AND THE GUARANTOR 24.1 AssigBment and Transfers by the Borrower .rd the Guarantor Noither ths Borrower nor the Guarantor may assigu any of its rights or transfer any of its rights or obligations under the Finance Docunents.

25.

ROLE OF lEE FACILITY AGENT AND TEE MANDATED LEAD ARRANGER 25.1 Appointment of the Facility Agent G) Each of the Mandated Lead Aratrger and the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.
(b) Each of the Mandatcd I,ead Arranger and the Lenders authorises the Facility Agent to perforrn the duties, obligations and responsibilities and exercise the rights, powers, authodties and discretions speoifically given to the Facility Agent 6J undcr or in connection with the Finance Documents togethcr with any other incidental rights, powcrs, authorities and discretions.
25,2 Instructions (a) The Facility Agent shall: (i) unless a contrary indication appears in a Finance Document, exelcise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (A) all Lenders if the relwant Finaace Document stipulates the matter is an all Lender dccision; and (B) in all other oases, the Majority knders; and (i0 not be liable for any act (or omission) if it acts (or refrains 6o* 5q1ing) in accordance with paragraph (i) above.
(b) The Facility Agcnt shall be entitled to request instuctions, or clarifcatiou ofaay instruction, from the lvlajority Lenders (or, if the relevant Financc Dooument stipulates the matter is a decision for any other lrnder or group of l,enders, from that Lendcr or group of Lenders) as to whether, and in what manncr, it should exercise or r€frain &om exercising any righ!

power, authority or discretion.


The Facility Agent may rofrain fiom acting unless and until it receives any such instructions or clarification that it has requested.
(c) Save in the case of decisions stipulated to be a matter for any other lrnder or gmup of L,enders under the relevant Finance Document and unless a contrary indication appea$ in a Finance Document, any instructions given to the Facility Agent by the Majority Leoders strall override any conflicting instructions given by any other Partics and will be binding or all Finauce Parties save for the Security Agetrt.
(d) The Facility Agent may refrain from acting in accordance with any insbuctions of any Lender or goup of Lenders until it has received any indemnification and/or secr:rity that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include paymcnt in advance) for any cost, loss or liability which it may incur in complying with those instructions.
(e) (0 In the absence of instuctions, the Facility Agent may act (or refrain from acting) as it considerc to be in thc bcst interest ofthe Lenders.

The Facility Agent is not authorised to act on behalf of a lrnder (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

84 25.3 Duties of the Facility Agetrt (a) The Facility Agent's duties under the Finance Documcnts are solely mechanical and administrative in nature.
O) Subjcct to paragraph (c) below, the Facility Agent shall pmmptly forward to a Party the original or a copy of any documotrt whioh is delivered to the Facility Agent for that Party by any other Party.

(c) Mthout prejudice to Clause 23.7 (Copy of Transfer Cenificate or Assignment Agreement to the Borrower), paragraph (b) above shall not apply to any Trausfer Certiicate or to any Assigulent Agrccmcnt.
(d) Except where a Finance Document specilically providcs otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completencss ofany document it forwards to another Party.

(e) If the Facility Agent receives notice fiom a Party refening to this Agreemen!

describing a Default and stating that the circumstance described is a Default, it shall pmmptly notiff the other Financc Parties.
(0 If the Facility Agent is aware of the non-payment of any principal, interest, commitnent fee or other fee payable to a Finance Party (other thal the Facility Agent, the Mandated Lead Arranger or the Security Agcnt) unde,r rhis Agreemetrt it shall promptly notiry the other Finance Parties.

(g) The Facility Agent shall have only those duties, obligations and responsibilities cxprcssly specified in the Finance Documents to which it is expresscd to bc a party (and no othcrs shall be implied).
25,4 Role of the Mandated Lead Arranger Except as specifically provided in the Financc Documents, the Mandated Lead Ananger has no obligations of any kind to any other Party under or in connection with any Finance Documenl 25S No Flduclary Duties (a) Nothing in any Financc Document constitutes thc Facility Agent or the Mandated Lead Arranger as a trustee or fiduciary ofany other person.
(b) Neither the Facility Agcnt nor the Mandated Irad An'anger shall be bound to account to any Leoder for any zum or the profit clement of any sum received by it for its own accormt, 25.6 Business with the Securlty Providers The Facility Agent and the Mandated Lrad Arranger may accept deposits from, lend money to and gcnerally engage in any kind of banking or other business with any Security Provider.
85 .\ 25,7 Rights and Discretions (a) The Facility Agenr may: (i) (ii) rely on any representation, cornmrmication, noticc or document believed by it to be genuine, corrcct aud appmpriately authorised; assume that: (A) any instructions received by it ftom the Majority [rnders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has reccivcd notice of revocation, that those iastuctiors have not been revoked; and (iii) rely on a certificate Aom any person: (A) as 1o any matter of fact or circumstance which might rcasonably be expcctcd to be within the knowledge ofthat person; or (B) to the effect that such person approves of any particular dealing transaction, step, action or thing, as sufticient evidence that that is the case and, in thc case ofparagraph (A) above, may assume the tuth and accuacy of that certificate.
(b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lcnders) that: (r) (ii) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-Payment)); any righg powcr, authority or discretion vested in any Party or any group oflenders has not been exercised; and (iir) any notice or request made by the Borrower (other thao a Utilisation Request) is made on behalf of and with the consent and knowledge of all Security Providers and the Guarantor.
The Facility Agenl may engage and pay for the advicc or scrviccs of any lawycrs, accountants, t8x advisers, suweyors or other professional advisers or experts' Without prejudice to the genemlity ofparagraph (c) abovc or paragraph (c) below, the Facility Agent may at any time eugage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so seParate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be neccssary.
The Facility Agent may rely on the advice or sewices of any lawyers' accou ants, tax adviscrs, suweyors or other professional advisers or expefis (whethcr obtained by dre Facility Agent or by any other Party) and shall uot be (c) (d) (e) 86 !\ (0 (g) (h) (D liable for any damages, costs or losses to any person, any diminution in value or any liability whasoever arising as a result of its so relying.

The Facility Agent may act in rslation to the Finance Documents through its offrcers, employees and agents.
Unless a Finance Document exprcssly pmvides otherwisc the Facility Agcnt may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
Notwidstanding any other provision of any Finance Document to the contrary, neither the Faoility Agent nor the Mandated Lead Arranger is obliged to do or omit to do anything if it would, or -ight i" its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

Notwithstalding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend o!
risk its own fi.rnds or otherwise incur any financial liability in the performance of its duties, obligatiom or responsibilities or the exercise ofany right, power, authority or discrction if it has grounds for believing the repayment of suoh funds or adequate inderurity against, or security for, zuch risk or liability is not reasonably aszured to it.
25.8 Resp onsibility for Documentation Neither the Facility Agent nor the Mandated Lead Arranger is responsible or liable for (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Mandated Lead Arranger, a Socurity Provider or any other persou in or in connection with any Transaction Document or the transactions contemplated in the Transaction Docunents or any other agreement, arrangemeDt or docume entered into, made or executed in anticipation of, under or iu connection with any Transaction Documentl or (b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Docurtrent or any other agreement, afiangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction DocumeIIL 25.9 No Duty to Monitor The Facility Agcnt shall not be bound to enquire: (a) whether or not any Default has occurred; (b) as to the performanc€, default or any breach by any Party of its obligations under any Transaction Document; or (c) whether any other evcnt specified in any Transaction Document has occurred' 25.10 Exclusion of Liability (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for: (i) any damages, costs or losses to any person, any diruinution in value, or any liability whatsoever arising as a result of taking or Dot taking any action under or in connection with any Filance Docume or the Transaction Security, unJess directly caused by its gtoss negligence or wilful misconduct; (iD exercising, or not exercising, any right, power, authority or discretioa given to it bn or in connection wittr, any Finance Document or the Transaction Security or any other agreement, arrangement or docllment entered into, made or executed iu auticipation of, uuder or in connection with, any Finance Document or the Transaction Security, other than
 by reason ofits gross negligence or wilful misconducq or (ii| without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to atry person, any diminution in value or any liability whatsoever including, without limitation, for negligence or any other category of liability wha*oever, (but not including any claim based on the Aaud ofthe Facility Agelt) arising as a result of: (A) (B) any act, event or circumstance not reasonably within its control; or the general risks of investnent in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, curency restriction, devaluation or fluctuation; market conditions affecting the execution or setdement of transactions or the value of assets (including any Disruption Event); breakdowrq failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or i::dustial action.
(b) (c) No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facilify Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that ofEcer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.4 (Third Party Rigils) and the provisions ofthe Third Parties Act.
The Facility Agent will not be liable for ary delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as SE soon as rcasonably practicable to comply with the regulations or operating procedurcs of any recognised clearing or settlement system used by the Facility Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Facility Agent or the Mandated Lead Arranger to car4/ out: (i) (iD any check on the extent to which any transaction contemplared by this any "know your customeC' or other checks in relation to any person; or Agreement might be unlawful for aoy Lender, (e) on behalf of any Lender and each Lender confrms to the Facility Agent and the Mandated Lead Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Mandated l€ad A]rrnger.
Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability of the Facility Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been zuffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the aEoutrt of that loss.
In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opporhrnity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Faciiity Agent has been advised of the possibility of such loss or damages.
25.11 Lenders' Indemnity to the Facility Agent Each Lender shall (in proportion to its share of the Total Coar.n:itments or, if the Total Commiments are then zero, to its share of the Total Commitnents immediately prior to their reduction to zero) indemnifu the Facility Agent, within thrce (3) Business Days of demand, against any cost, loss or liability (including, without limitatior, for negligence or any other category ofliability whatsoever) incurred by tie Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pusuatrt to Clause 29.10 (Disruption to Palment Syslems erc.)
norwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the faud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by the Borrower or the Guarantor cr the Shareholder pursuant to a Finance Document).
25.12 Resignation of the Facility Agent (a) The Facility Agent may resign and appoint oue of its Affiliates as successor by giving notice to the Lenders and the Borrower.
89 (b) (c) (d) Altematively the Facility Ageot may resign by giving 30 days' notice to the Lenden and the Borrower, in which case the Majority Lenders (after consultatiou wilh the Borrower) may appoint a successor Agent If the Majority Lenders have not appointed a successor Facility Agent iE accordance with paragraph (b) above within 20 days after notice of resignation was giveq fte retiring Facility Agent (after consultation with the Borrower) may appoint a successor Facility Agent.
Ifthe Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as ageDt and the Facility Agent is entitied to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Agent amendments to this Clause 25 (Role of the Facilig Agent and the Mandoted Lead Arranger) and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointnent and protection of corporate trustees together with auy reasouable amendments to the agency fee payable under this Agreement which are consistent with the sucoessor Agent's normal fee rates and those amendments will bind the Parties.
(e) The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.
The Borrower shall, within tbree Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents aod rccords and providing such assistance.

(D The Facility Agent's resignation notice shall only take effect upon the appointrnent of a successor.
(g) Upoo the appointuient of a successor, the retiring Facility Agent shall be discharged &om any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but sball remain entitled to the benefit of Clause 14.3 (Indemnity to the Facility Agerl) and this Clause 25 (Role of the Facility Agent and the Mandated Lead Arranger) (and any agency fees for the account ofthe retiring Facility Agent shall cease to accrue from (and shall be payable on) that date).
Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) After consultation with the Borrower, the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragaph (b) above' In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

!
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'i 25.13 Confidentiality (a) In actiog as agent for the Finance Parties, the Facility Agent shall be regarded as acting thmugh its agency division which shall be treated as a separate entity from any other of its divisions or departments.

O) If information is received by another divisiou or departrnent ofthe Facility Agent, it may be teated as confidential to that division or departneot and the Facility Agent shall not be deemed to have notice of it.
25.14 Relationship with the Lenders (a) Subject to Clause 23,9 (Pro Rata Interest Settlement), the Facility Agelt may treat the person shown in its records as Lender at the opening ofbusiness (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility OIfice: (t) entitled to or liable for any payment due under any Finance Document on that day; and (ir) entitled to receive and act upon any notice, request, docueeDt or comrnunication or make any decision or determination under any Finance Document made or delivered on that dan unless it has received not less than five Business Days' prior notice from that Leuder to the contrary in accordance with the terms ofthis Agreement.
(b) Any Lender may by notice to the Facility Agent appoint a percor to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.
Such notice shall contaiD the address, fax number and (where communication by electronic mail or other electronic means is permiued under Clause 31.5 (Electronic Comtrunication)) electronic mail address and/or any other information required to enable the Eansmission of information by that means (and, in each case, the department or ofEcet if aoy, for whose attention communication is to be made) and be treated as a notificatioq of a substitute address, fax numbeq electronic mail address (or such other information), departuient and ofEcer by that Lender for the purposEs of Clause 31.2 (Addresses) and paragraph 31.5(a)(ii) of Clause 31.5 (Electronic Communication) and the Facility Agent shall be etrtitled to Eeat such pe$on as the person entitled to receive all such notices, commuuications, bformation and documents as though that person were that Lender.
25.15 Credit Appraisal by the Lenders Without affecting the responsibility of any Security Provider and the Guarantor for information supplied by it or on its behalf in connection with auy Transactiou Document, each Lender confirms to the Facility Agent and the Mandated Lead Arranger that it has been, and will continue to be, solely responsible for making its own ir:dependent appraisal and investigation of all risks arising under or ia comection with any Transaction Document including but not limited to: 9l (a) the financial condition, status and nature of each member of any Security Provider or he Guarantor; (b) the legalip, validity, effectiveness, adequacy or enforceability ofany Transaction Document, the Transaction Security and any other agreement, arangement or documert entered into, made or executed in anticipation of under or in coonection with any Transaction Document or the Transaction Security; (c) whether that Lender has recourse, and the nature and exteut of that recourse, against any Party or any of its respective assets under or iq counection wittr any Transaction Document, the Transaction Security, the transactions contemplated by the Transaction Documents or any other agreement, arangement or document entered into, made or executed in anticipation of, under or in connection with any Transactiou Document or the Transaction Security; (d) (e) the adequacy, accuracy or completeness of any information provided by the Facility Agent, auy Party or by any other person utrder or in corurection with any Transaction Document, the transactions contemplated by any Transaction Document or any other agre€ment, arrangement or doqfirent entered into, made or executed in anticipation of, under or in corurection with any Tralsaction Documenq and the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence ofany Security affecting the Charged Property.
25.16 Facility Agent's Management Time Any amount payable to the Facility Ageut under Clause 14.3 (Indemnity to the Facility Agent), Clause 16 (Cosrs and Expenses) and Clause 25.11 (Lenders' Indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notiry to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Facility Agent under Clause I I (Fees).
25.17 Role of Reference Banks G) No Refereace Bank is under any obligation to provide a guotation or any other information to the Facility Agent.

(b) No Referencc Bark will be liable for any action taken by it under or in connection with any Fimnce Document, or for any Reference Bank Quotation, ur ess directly caused by its gross negligence or wilfirl misconduct.
(c) No Party (other than the relevant Reference Baok) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Baok or in respect of atry act or omission of any kind by that ofticer, employee or agent itr relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 25.17 subject to Clause 1.4 (Third Party Righls) and the provisions ofthe Third Parties Act.
92 25.18 Deductior from Amounts Payable by the Facility Agent If any Party owes a!

amount to the Facility Agent under the Finance Documents the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from ary pa)anent to that Pa$y which the Facility Agent wou.ld otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of thE amount owed.
For the pu4roses of the Finance Documents that Party shali be regarded as having received any amount so deducted.

26.

TEE SECURITY ACENT 26.1 Security Agent as Trustee (a) The Security Agent declares that it holds the Transaction Security on trust for the Seoured Parties on the terms contained in this Agreement.
(b) Each of the Facility Agent, the Mandated Lead Ananger and each knder authorises the Security Agent to perform the duties, obligations aad responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent uoder or in conaection with the Finance Docu&ents together with any other incidental rights, powers, authorities and discretions.
26.2 EnforcemeDt through Security Agent Ouly The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any righ!

power, authority or discretion arising under the Security Documents except though the Security Agent.
26.3 Instructions (a) The Security Agent shall: (i) (ii) subject to paragraphs (d) and (e) below exercise or refrain from exercisilg any riglt, power, authority or discretion vested in it as the Security Agent in accordauce with any instructions given to it by the Facility Agent; not be liable for any act (or omission) ifit acts (or refrains fi66 66ring) in accordance with sub-paragraph (i) above (or if the relevant Finance Documetrt stipulates the matter is a decision for any Lender or group of Lenders in accordance with iostuctions give!
to it by that Lender or group of Lenders).
(b) The Security Agent shall be eutitled to request instmctions, or clarification ofany instruction, &om the Facility Agent (or, if the relevant Fhance Dooumert stipulates the matter is a decision for any Lender or group of Lenders, ftom that Lender or group of Lenders) as to whether, and in \r,hat manner, it should exercise or refiain fiom exercising any right, power, authority or discretion and the Security Agent may refrain from acting uuless and until it receives those instructions or that clarification that it has requested.
9') (c) Save in the case of decisions stipulated to be a matter for any other Leader or group of Lenders under the relevant Finance Document and unless a cootrary iateation appears in the relevaot Finance Documen!

any instructions givea to the Security Agent by the Facility Agent shall override any conflicting instructions given by any other Parties aad will be binding on all Secured Parties.
(d) Paragraph (a) above shall not apply: where a contrary indication appears in this Agreement; (i) (il) where a Finance Dooument requires the Security Ageat to act in a specified marmer or to tak€ a specified action; (iir) in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its roie of Security Agent for the Secured Parties including, without limitation, Clauses 26.6 (?Vo Duty to Account) to Clause 26.11 (Exclusion of Liability), Clause 26.14 (Confidentiality) to Clause 26.20 (Custodians and.
Nominees) and Clawe 26.23 (Acceptance of Title) to Clatse 26.27 (Disapplication of Trustee Acts); ot (iv) in respect ofthe exercise of the Security Agent's discretion to exercise a right, power or authority under any of: (A) Clatse26.28 (Order of Application); and (B) Clause 26.31 (Permitted Deductions).
(e) (D lf giving effect to irstructions glen by the Facility Agent on behalf of the Majority l.enders would (in the Secudty Agent's opinion) have an effect equivalent to ar amendment or waiver which is subject to Clause 35.2 (Exceptions), the Security Agent shall not act in accordarce with those instnrctions unless consent to it so acting is obtained Aom each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver, In exercising any discretion to exercise a righq power or authority under the Finance Documents where either: (r) (ii) it has not received any hstructions as to the exercise ofthat discretio$ or the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
The Security Agent may refrain Aom acting in accordance with any iastructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion requte (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cosg loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
(h) Without prejudice to the provisions of the remainder of this Clause 26.3 (Insnucttons), in the absence of instructions, the Security Agent may act (or reAain fiom acting) as it considers in its discretion to be appropriate, 26.4 Duties of the Security Agent (a) The Security Agent' duties under the Finance Documents are solely mechanical and administrative in natrue, (b) The Security Agent shall promptly: (i) (ii) forward to the Facility Agent a copy of any document received by the Security Agent from any Security Provider uuder any Finance Documen!
and forward to a Party the orighal or a copy of any document which is delivered to the Security Agent for that Party by any other Party.
(c) Except where a Finance Document specifically provides otherwise, the Seourity Agent is not obliged to review or check the adequacy, accuracy or completeness ' of any document it forward to another Party, (d) If the Security Agent receives notice from a Party referring to any Ffuiance Document, describing a Default and stating that the circunstance described is a Default, it shall promptly notifr the Facility Agent.
(e) The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no othen shall be implied).

26.5 No Fiduciary Duties to Security Providers Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Secudty Provider.
26.6 No Duty to Account The Security Agent shall not be bound to accouut to any other Secwed Pafty for any sum or the profit element ofany sum received by it for its own account.

26.7 Business with the Security Providers The Security Agent may accept deposits frorq lend money to and generally engage in any kind of banking or ottrer business with any Security Provider.
26.8 Rights and Discretions (a) The Security Agent may: 95 (0 rely on any represe[tation, cornmunication, notice or document believed by it to be geuuine, corect and appropriately authorised; (ir) assume that: (A) any instructions received by it ftom the Facility Agent, Majority Lenders, the Lenders or any grcup of Lenders are duly given in accordance with the teros of the Finance Documents; (B) urdess it has received notice of revocation, that those instructions have not been revoked; and (C) if it receivcs any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finaace Documents for so acting have been satisfied; and (iiD rely on a certificate from any person: (A) as to any matter of faot or circumstance which might reasonably be expected to be within the knowtedge ofthat person; or (B) to the effect that such person approves of any particular dealiag, transaction, step, action or thiDg, as sufficient evidence that that is the case and, in the case ofparagraph (A) above, may aszume the truth and accuracy of that certificate.
The Security Agent shall be entitled to carry out all dealings with the Lenders tluough the Facility Agent and may give to the Facility Agent any Botice or other communication required to be given by the Security Agent to the Lenders.
The Security Agent may assume (unless it has received trotice to the conhary in its capacity as the Security Agent for the Secured Parties) that (i) (i0 no Default has occuned; any right, power, authority or discretion vested in any Parfy or any group of Lenders has uot been exercised; and (iii) aay notice made by the Borrower is made on behalf of and with the consent and knowledge of all Security Providers.
The Security Agent may engage and pay for the advice or services ofany lawyers, accoutrtants, tax advisers, suweyors or other professional advisers or experts.
Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as hdependent counsel to the Secudty Agent (ald so separate from any lawyers instructed by the Lenders and/or the Facility Agent) if the Security Agent in its reasonable opinion deems this to be necessary' (b) (c) (d) (e) 96 (0 (e) The Security Agent may rely on the advice or services of any lawyers, accountants, ta*.
advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result ofits so relying.
The Security Agent, aDy Receiver and any Delegate may act in relatioa to the Finance Documents and the Transaction Security through its of6cers, employees and agents and shall not: (, be liable for any error ofjudgment made by any zuch persoo; or (iD be bound lo supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct.
(h) Unless a Finance Document expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as security tustee under this Agreement.
O o Notwithstanding any other provision of any Finance Document to the cotrtrary, &e Security Agent is not obliged to do or omit to do anything if it would, or might i" its reasonable opinioq constitute a breach of any law or regulation or a breach ofa fiduciary duty or duty ofconfidentiality, Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repaymeut ofsuch funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
26.9 Responsibility for Documentation None ofthe Security Agent, any Receiver or any Delegate is responsible or liable for: (a) the adequacy, accuracy or complet€ness of aoy information (whether oral or written) supplied by the Security Agent, a Security Provider or any o&er person in or in connection with any Finance Document or the transactions contemplated in the Finance Docusetrts or any other agrestrent, arangement or document entered into, made or executed in anticipation of, under or in connectioo with any Finance Documenq (b) the legality, validity, effectiveaess, adequacy or enforceability of any Finance Documenq the Transaction Security or atry other agreement, arrangement or document entered i::to, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or 9',1 (c) any determination as to whether any infomration provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider deali:rg or otlerwise.
26.10 No Duty to Monitor The Security Agent shall not be bound to enquire: (a) whether or not any Default has occurred; (b) as to the performance, default or auy breach by any Party ofits obligations under any Finance Documenq or (c) whether any o&er eveot specified in any Finance Document has occurred.
26.11 Exclusion of Liability (a) Mthout limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Secudty Agent, any Receiver or Delegate), none of the Security Agent, any Receiver nor any Delegate will be liable for: (i) any damages, costs or losses to any person, any diminution iu value, or any liabi.lity whatsoever arising as a result of taking or not taking any action under or in conuection with any Finance Document or the Transaction Security unless directly caused by its gross negligence or wilful misconducq (i0 exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Secudty or any other agrcement, aFatrgement or document entered into, made or executed in anticipation of, under or in corurection with, any Fhance Document or the Tralsaction Security, other than by reason of its gross negligence or wilfi:l misconducU (iii) any shortfall which arises on the enforcement or realisation of the Trausaction Security; or (iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, ccsts, losses, any diminution in value or any liability whatsoever (but not including any claim based on the ftaud of the Security Age ) adsing as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investnent in, or the holdir:g of assets iq aay jurisdiction, including (in each
 case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisatiorl expropriation or other govemmental actions; any regulation, curency restriction, devaluation or fluctuation; market 98 conditioDs afecting the execution or settlement of transactions or the value of assets; breakdorvn, failure or malfunction of auy third party transport, telecomnunications, computer services or systems; natual disasters or acts of God; war, terrorism, insurrection or revolution; or stikes or industrial action.
(b) No Party (other thal the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings agaiast any ofEcer, employee or agent of the Security Agent, a Receiver or a Delegate iu respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Security and any of6cer, employee or agent of the Security Ageut, a Receiver or a Delegate may rely on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Security Agent to carry out: (i) (i0 any "know your customeC' or other checks in relation to any person; or any check on the extent to which any kansaction contemplated by this Agreement might be unlawfrl for any other Secured Party, (d) on behalf of any other Secured Party and each other Secured Party confimrs to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.
Without prejudice to any provision of any Fiuance Documetrt excluding or limiting the liability ofthe Security Agent, any Receiver or Delegate, any liability of the Security AgeDt, any Receiver or Delegate arising uoder or in oonnection with any Finance Documest or the Transaction Security shall be limited to the amormt of actual loss which has been fually judicially detennined to have been suffered (as determhed by reference to the date of default ofthe Security Agent, Receiver or Delegate (as the case may be) or, if later, the date on which the loss arises as a result of zuch default) but without reference to any special conditions or circumstances known to the Secudty Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss.
[r no event shall the Secwity Agent, aay Receiver or Delegate be liable for any loss of profits.

goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Secudty Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
26.12 Lenders' Indemnity to the Security Agent (a) Each Lender shall (in the proportion that its Cornmiftlent bear to the Total Commitments for the time being (or, if the Total Commitments are zero, irrmediately prior to their beir:g reduced to zerQ), indemni!
the Security Agent and every Receiver and every Delegate, within three Business Days of demand against any cost, loss or liability incuned by any of them (otherwise than by reason ofthe relevant Security Agent's, Receiver's or Delegate's gross negligence 99 or wilfirl misconduct) in acting as the Security Agent, Receiver or Delegate under, or exercising any authority conferred u::der, the Debt Documents (unless the relevant Security Agent, Receiver or Delegate has been reimbursed by a Security Provider pursuant to a Finance Document).
Subject to paragaph (c) below, the Borrower shall immediately on dernand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to para$aph (a) above.

Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursernent relates to a liability of the Secudty Agent to a Security Provider.
(b) (c) 26.13 Resignation of the Security Agent (a) The Security Agent may resign and appoint one of its Affliates as successor by giving notice to the Lenders and the Borrower.
(b) (c) (d) (e) (0 Altematively the Security Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which oase the Majority Lenders may appoint a successor Security AgenL If the Majority Lenders have not appointed a successor Security Agent in accordance with pamgraph ft) above within 20 days after notice of resigaation was given, the retiring Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent- If the Security Agent wishes to resigtr because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as security agent and the Security Agent is entitled to appoint a succ€ssor under paragraph (c) above, the Secwity Agent may (if it concludes (acti''g reasonably) that it is necessary to do so in order to persuade the proposed successor Security Agent to become a party to this Ageemetrt as the Security Agent) agee with the proposed successor Ageot amendEents to this Clause 26 (the Security Agent) and any other term of this Agreement dealing with the rights or obligations ofthe Security Agent consistent with then current market practice for the appointment and protection of corporate tn:stees together with any reasonably amendmenB to the security agency fee payable under this Agreement which are consistent with the zuccessor Security Agent's normal fee rates and those amendments will bind the Parties The retiring Security Agent shall, make available to the successor Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performhg its fi:nctions as the Security Agent under the Finance Documents.
The Borrower shall, within three Busiuess Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documetrts and records aud providing such assistance.

The Secudty Agent's resignation notice shall only take effect upon: (i) the appoinfnent ofa successor; and r00 (ii) the eansfer of all the Transaction Security to that successor.
G) Upon the appointrnent of a successor, the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 26.25 (Winding Up of Trust) and paragraph (e) above) but shall remain ertitled to the benefit of this Clause 26 (Ihe Security Agerr) and Clause L4.4 (Indemnity to tlte Security Agent) (and the Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date).
Any successor and each ofthe other Parties shall have the same rights and obligations amongst themselves as they would have had ifthat successor had been an original Parry.

(h) The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph ft) above.

In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the accoult of the Borrower.
26.14 Confidentiality (a) In acting as trustee for the Secured Parties, the Secudty Agent shall be regarded as acting ttEough its trustee division which shall be treated as a separate entity Aom any other of its divisions or departuents.

(b) (c) If information is received by another division or deparknsnt of the Security Agent, it may be keated as confidential to that division or departrnent and the Security Agent shall not be deemed to have notice of it.
Notwithstanding any other provisiou of any Finance Document to the contrary, Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other hformation if the disclosure would, ot' might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
26,15 Information from the Lenders Each Lender shall supply the Security Agent with any information that the Secudty Agent may reasonably specifu as being necessary or desirable to enable that Security Agent to perfonn its functions as Security Agent.
26.16 Credit Appraisal by the Secured Parties Without affecting the responsibility of a::y Security Provider for information supplied by it or on its behalf in conDectioa with aay Transaction Document, each Secured Parfy confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own ildependent appraisal and investigatio:r ofall risks arising under or in connection with any Transaction Document includfug but not limited to: (a) the financial condition, status and nature of each member of any Security Provider; 101 (b) the legality, validity, cffectiveness, adequacy or enforceability ofany Trausaction Document, the Transactio!
Security and any other agreement, arangement or document entered itrto, made or executed in anticipation of under or in connection with any Transaction Document or the Transaclion Security; (c) (d) (e) whether that Secured Party has recourse, and the nature and extent of that recoursa, against any Pafy or any of its respective assets under or in connection with any Transaction Document, the Transaotion Security, the transactious contemplated by the Transaction Documents or any other agreement, arraugement or document entered into, made or executed in anticipation of,, under or in connection with any Transaction Docurnent or the Trausaction Security; the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other persou under or in connection with any Transaction Docruaeut, the transactions contemplated by any Transaction DocuEent or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in coru:ection with any Transaction Documenq and the right or title of any person i!
or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.
26.17 Reliance snd Engagement Letters The Security Agent may obtain and rely on any certificate or report from any Security Provider's auditor and may enter iqto any reliance letter or engagement letter relating to that certificate or report on such terms as it may consider appropriate (including, without limitation, restrictions on the auditor's liability and the extent to which that certificate or report may be relied on or disclosed).
26.18 No Responsibility to Perfect Transaction Security The Security Agent shall not be liable for any failure to: (a) require the deposit with it of any deed or document eertirying, representing or constituting the titie ofany Security Provider to any ofthe Charged Property; (b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Transaction Document or the Transaction SecuritJc (c) (d) register, file or recotd or otherwise protect aoy of the Transaction Security (or the priority of any of the Traasaction Security) under any law or regulation or to give notice to any person of the execution of any Transactio!
Document or of the Transactiou Security; take, or to require any Security Provider to take, any step to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Secwity under any law or regulation; or 102 (e) require any firrther assuance in relation to any Security Document.
26.19 Insurauce by Security Agent (a) The Secudty Agent shall not be obliged: to iosure any ofthe Charged Propeny; (i) (il) (iii) to veriry any obligation to arrange or maintain insurance contained in any to require any other person to maintain any insurance; or Fiaance Docr:meat.

aud the Secudty Agent shall not be liable for any damages, costs or losses to aly person as a result ofthe lack of, or inadequacy of, any such insurance.
(b) Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a resull of its failwe to notiry the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kiud, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within fourteen days after receipt ofthat request.
26.20 Custodians otrd Nominees The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Secudty Agent may determine, including for the purpose ofdepositing with a custodian this Agreernent or any document reiathg to the trust created under this Agreement aod the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason ofthe misconduct, omission or default on the part of any person appoi:rted by it rmder this Agrcement or be bound to supervise the proceedings or acts of any person.
26,21 Delegation by the Security Agent (a) Each of the Security Agent, any Receiver and any Delegate ma% at any time, delegate by power of attomey or otherwise to any person for any period all or any riglt, power, authority or discretion vested in it in its capacity as such.
&) That delegation may be made upon any tenas and conditions (including the power to sub-delegate) and subject to any reskictions that the Secwity Agent, that Receiver or that Delegate (as the case may be) may, in its discretioq thi::k fit in the interests ofthe Secured Parties.
(c) No Security Agent, Receiver or Delegate shall be bound to supewise, orbe in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of, aoy such delegate or sub-delegate.
26.22 Additional Security Agent (a) The Security Agent may at any time appoint (and subsequently remove) any to act as a separate trustee or as a co-trustee jointly with it: p€rsoD 103 (, if it considers that appointment to be in the interests of the Secured Parties; or (ii) for the purposes of conforming to ary legal requirement, restriction or condition which the Secudty Agent deems to be relevant; or (iir) for obtaining or enforcing anyjudgrnent in anyjurisdictioq and the Security Ageot shall give prior notice to the Borrower and the Secured Parties of that appoinurent.
(b) (c) Any person so appointed shall have the rights, powers, authorities and disqetions (not exceeding those given to the Security Agent under or in cormection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument ofappointrnent.
The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pu$umt to that appoin&ent shalt for the purposes of this Agreement, be teated as costs and expenses incuned by the Security Agent.
26.23 Acceptance of Tifle The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Security Provider may have to any of the Charged Property and shall not be liable for, or bound to require any Security Provider to remedy, any defect in its right or title.
26.24 Releases Upon a disposal of any of the Charged Property pursuant to the enforcement of the Transaction Security by a Receiver or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Security Providers and without any consent, sanctiorg authority or firther confirmation &om any other Secured Party) to release, without recou$e or warra[ty, that properf Aom the Trarsactiou Security and to execute any release of the Trarsaction Secwity or other claim over that asset and to issue any certificates of non-crystallisatiod of floating charges that may be reguired or desirable.
26.25 Winding Up of Trust If the Security Agent, with the approval of the Facility Agent, detemines that: (a) all of the Secured Obligations and all other obligations secured by the Security Documents have been fully and finally discharged; and (b) no Secured Party is under any commibnent, obliption or liability (actual or contiugent) to make advances or provide other financial accommodation to any Security Provider pursuant to the Finance Documents, then: r04 (D (ii) tbe trusts set out in this Agreement shall be wouod up and the Security Agent shall release, without r@ourse or waranty, all of the Transaction Security and the rights of the Security Agent rmder each of the Secwity Documents; and the Security Ageot which has resigned pursrumt to Clause26.13 (Resignation of the Security Agent) shall release, witlout recourse or warranty, all of its rights under each Security Document.
26.26 Powers Supplemental to Trustee Acts The dgbts, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Tnrstee Act 1925 and the Trustee Act 2000 and in additioo to any which may be vested in the Security Agent by law or regulation or otherwise.
26.27 Disapplication of Trustee Acts Section I of the Trustee Act 2000 shall not apply to the duties ofthe Security Agent in relation to the trusts constituted by this Agreement.
Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law and regulation, prevail aod, in the case of aEy irconsistency with the Trustee Act 2000, the provisions of this Agreement shall constihrte a restriction or exclusioo for the purposes of that Act.
26.28 Order of Application AII amounts from time to time received or recovered by the Security Agent pursuatrt to the terms ofany Finaace Documents or in connection with the realisation or enforcement of all or any part of the Transaction Security shau be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the exlent perrnitted by applicable law, in the following order ofpriority: (u) in discharging aay sums owing to the Security Agent (in its capacity as such), any Receiver or any Delegate; (b) (c) in payment or distribution to the Facility Agent, on its behalf and oo behalfofthe other Secwed Parties, for application towards the discharge of all sums due and pay'able by any Security Provider under any of the Finance Documents in accordance with Clause 29.5 (Partial Payments); if nooe ofthe Security Providers is under any fi:rther actual or contingent liability under any Fimnce Doctunen{ in payment or distibution to atry person to whom the Security Agent is obliged to pay or distribute in priority to any Seourity Provider; and (d) the balance, if any, in payment or distribution to the relevant Security Provider.
105 26.29 Investment of Proceeds Prior to the application of the proceeds of the Transaction Security in accordance with Clause 26.28 (Order of Applicarion) the Security Agent may, at its discretion, hold all or part ofthose proceeds in one or morc interest bearing suspense or impersonal accounts in the name of the Security Agent with any financial institution (including itself) and for so long as the Security Agent thinlc fit (the interest being credited to the relevant account) pending the application from time to time of those monies at the Security Agent's discretion in accordance with the provisions ofClause 2 6.28 (Order ofApplication).
26.30 CurrencyConversion (a) For the purpose o[, or pending the discharge of, any of the Secured Obligations the Secwity Agent may convert any moneys received or recovered by the Security AgeDt from one curency to another, at the spot mte at which the Security Agent is able to purchase the cunency in which the Secured Obligations are due with the amount received.
(b) The obligations ofany Security Provider to pay in the due currency shall only be satisfied !o the extent of the amouut of the due currency purchased after deducting the costs of conversion.
26.31 PermittedDeductions The Security Agent shall be entifled (a) to set aside by way ofrescrve amounts required to meet and (b) to makc and pay, any deductions and withholdings (on account ofTaxes or otherwise) which it is or may be required by any law or regulation to make from any distribution or payment made by it under this Agreement, and to pay all Taxes which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties or exercising its rights, powers, authorities and discretions, or by virtue of irs capacity as Security Agent under any ofthe Finance Documeats or otlerwise (other than in connection with its remuneration for performing its duties under this Agreement).
26.32 Good Discharge (a) Any distribution or payment to be made in respect ofthe Secured Obligations by the Security Agent may be made to the Facility Agent on behalf of the Lenders and any distribution or paymetrt made in that way shall be a good discharge, to the extent ofthat payment or distribulioD, by the Security Agent.

(b) The Secudty Agent is not under obligation to make payment to the Facility Agent in the same cunency as that in which aay Unpaid Sum is denominated.
26,33 Amounts Received by Security Providers If aoy ofthe Security Providers receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Security Provider will hold the amouat received or recovered oB trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.
106 11 COIYDUCT OF BUSINESS BY TUE FINANCE PARTIES No provision of this Agreement will: (a) interferc with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever marner it thinls fi!

(b) oblige any Filance Party to investigate or claim any credit, relief, remission or repayment available to it or the exted, order and manner of any claim; or (c) oblige any Finance Party to disclose any infomration relating to its affairs (tax or otherwise) or any computations in respect ofTax.
28.
SHAXING AMONG TIIE FINANCE PARTIES 28.l Paymetrts to Finance Parties If a Finance Party (a "Recovering Fiuance Party") receives or recovers any amount &om a Security Provider and {he Guarantor other than in accordance with Clause 29 (Payment Mechanr'cs) (a "Recovered Amounf') and applies that amount to a payment due under the Finance Docuaents then: (a) (b) (c) the Reoovering Finanoe Party shall, within three (3) Business Days, notifr details ofthe receipt or recovery to the Facility Agent; the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distibuted in accordance with Clause 29 (Payment Mechanics), without taking account of a:ry Tax which would be itnposed on the Facility Agent in relation to the receip!
recovery or distribution; atrd the Recovering Fiuance Party shall, within three (3) Business Days of dcmand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing Paymeuf) equal to the amount of such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Fir:ance Party as its shar€ of any payment to be made, in accordance with Clawe 29.5 (Partial Payments).
28.2 Redistribution of Payments The Facility Agent shall ueat the Sharing Payment as if it had been paid by the relevant Security Provider or the Guarantor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Par6es") in accordance with Clause 29.5 (Pcytnmt Mechanics) for application againsl fis obligations of that Security Provider or the Guarantor to the Sharing Fiaance Parties.
28.3 Recovering Finance Party's Righh On a distribution by dre Facility Agent under Clause 28.2 (Redistribution of Payments) of a payment received by a Recovering Finance Party from a Security Provider or the Guarantor, as between that Security Provider or the Guarantor and the Recovering 107 Finance Party, an amount ofthe Recovered Amount equal to the Sharing payment will be treated as not having been paid by that Security Provider or the Guaraotor.
28.4 Reversal of Redistribution If any part of the Sharing Payment received or recovered by a Recovering Finance party becomes repayable and is repaid by that Recovering Finance Party, then: (a) each Sharing Finauce Party shall, upon request of the Facility Agen!
pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing payment (together with an amomt as is necessary to reimburse that Recovering Finance party for iA proportion of atry interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amounf'); and (b) as between the relevant Security Provider or the Guarantor and each relevant Sharing Fiaance Party, an arnount equal to the relevant Redistributed Amount will be treated as not having been paid by that Security Provider or the Guarantor.
28.5 Exceptions (a) This Clause 28 (Sharing anong the Finance Parttes) shall not apply to the extent that the Recovering Finance Party would not, after making any pa)trDent pursua[t to this Clausc, have a valid and enforceable claim against the relevant Security Provider or the Guarantor.
(b) A Reoovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has rcseivsd or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Finance Party ofthe legal or arbitration proceedings; and (ii) that other Finance Parry had an opportunity to participate i:r those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice aud did not take separate legal or arbitration proceedings, 29.
PAYMENTMECHAMCS 29.r Payments to the Facility Agent (a) On each date on which the Guarantor or a Secwity Provider or a Lender is required to make a paym.ent under a Finance Document, the Guarantor or the Security Provider or knder shall make the same available to the Facility Agent (unless a conrary indication appears in a Finance Document) for value on the due date at the time and in such fi.mds specified by the Facility Agendas being customary at the time for settlement of trausactions in the relevant currency in the place ofpayment I03 (b) Payment shall be made to such account in the principal financial centre of the country ofthat cunency with such bank as the Facility Agent specifies.
29.2 Distributions by the Facility Agent Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 29.3 (Distributions to the Secuity Prwtder or the Guarantor) and Clause 29.4 (Clawback), be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case ofa Letrder, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five (5) Business Days' notice with a bank in the principal financial centre ofthe country ofthat curency.
29,3 Distributions to the Security Provider or the Guarantor The Facility Agent may (with the consent of the Secudty Provider or the Guarantor or in accordance with Clause 30 (Serofi)) spply any smount received by it for the Secr:rity Provider or the Guamntor io or towards payment (on the date and in &e currency and funds of receipt) of any amount due from the Security Provider or the Guarantor under the Finance Documents or in or towards purchase of any amouat ofany currency to be so applied.
29.4 Clawback (a) Where a sum is to be paid to the Facility Agent under the Finance Documents for aoother Party, tho Facility Agent is not obliged to pay that sum to that other Pafy (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
(b) If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds ofany related exchange contract) was paid by the Facility Agent shall on demand ref.rod the same to the Facility Agent together with interest on that amount from the date ofpayment to the date ofreceipt by the Facility Agent, calculated by the Facility Agent to reflect its cost offunds.
29.5 Partial Payments (a) If the Facility Agent receives a payment that is ir:sufficient to discharge all the amouDts thcn due and payable by the Borrower or the Guamntor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Borrower or the Guarantor (as the case may be) under the Finance Docurnents in the lollowing orden (i) (ii) first, in or towards payment pro rata of any unpaid fees, costs ald expenses of the Facility Agent, any Delegate or Receiver and the Security Agent uoder the Finance Documcnts; secondly, in or towards payment pro rata of any aecrued interest, fee or commission due but unpaid under this Agreement; 109 (iir) thirdly, in or towards payment pro rata of any principal due but uapaid under &is AgreemeDq and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
(b) (c) The Facility Agent shall, ifso directed by the Majority Lenders, vary the order set out in paragraphs (axii) to (i9 above.

Pamgraphs (a) and ft) above will override any appropriation made by the Borrower or the Guarantor, 29.6 No Set-Off by t}e Borrower and the Guarantor All payroents to be made by the Borrower or the Guarantor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
29.7 Business Days (u) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same caleadar month (ifthere is one) or the preceding Business Day (ifthere is not).

O) During any extension ofthe duc date for payment of any principal or Uupaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
29,8 Currency of Account G) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from the Borrower or the Guarantor under any Finance DocumenL (o.l (c) Each payment in respect ofcosts, expenses or Taxes shall be made in the crurency in which the costs, expenses or Taxes are incurred.

Any amount expressed to be payable in a currency other than dollars shall be paid in that ottrer currency.
29.9 Change of Currency (a) Unless otherwise prohibited by law, if more than one curency or currency urit are at the same time recognised by the cental baak of any country as the lawfirl culrency of that country, then: (r) any reference in the Finance Docur[ents to, and any obligations arising under the Finance Documents irq the curreocy of that country shall be translated into, or paid in, the currency or curency unit of that country designated by the Facility Agent (ater consultation with the Bonower); and i l0 (ii) any translation from one curency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).
(b) Ifa change in any currency ofa cormtry occurs, this Agreeme[t wiU, to the exteDt the Facility Agent(acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions aad market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.
29.10 Disruption to Payment Systems etc, If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred: G) (b) (c) the Facility Agent may, and shall if requested to do so by the Bonower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) i{, in its opinion, it is aot practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinioq it is not practicable to do so in the circumstances; (d) any zuch changes agreed upon by the Faoility Agent and the Borrower shall (whedrer or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 35 (Amendments and W aivers); (e) (0 the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the &aud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuatrt to or in connection with this Clause 29.10 (Dbruption to Payment Systems etc.
); arld the Facility Agent shall notifo the Finance Parties of all changes ageed pursuant to paragraph (d) above.

30.

SET_OFF A Finance Pary may set off any matured obligation due from the Borrower or the Ouarantor under the Finance Docurnents (to the extent beneficially owned by that Finance ltl Party) against any matured obligation owed by that Finance Party to the Borrower or the Cuamntor (as the case may be), regardless of the place of paytrent, booking branch or curency of either obligation.
If the obligations are in different currencies, the Finaace Party may convert either obligation at a market rale of exchange in its usual course of business for the purpose ofthe set-<ff.

3I.

NOTICES 31.1 Communications in Writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or lctter.
31.2 Addresses The address and fax number (and the departsnent or officer, if any, for whose atte[tion the communication is to be made) of each Parfy for any commulication or document to be made or delivered under or in connection with the Finauce Documents is: (a) in the case of the Borrower and the Guarantor, that identified with its name below: To the Borrower: Notional Port Developmeut (SL) Limited 18 Cbarlotte Steet, Freetowq Sienz Leone Telephone: +232 88711111 179 438573 /76 601132 Email davidp@afc.biz Attention The Chairman To the Guarantor: MinisEy of Financc and Economic Ilevelopment of the Republic of Sierra Leone 3d Floor, Treasure Building, George Stee!
Freetown, Siena lrone Telephone: +232 (0) 30 209 350 Email miniser@mofed.gov.sl / mlkarebo@yahoo.com Atlentior Momotlu L Kargbo (b) (c) in the case of each Lender, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Pary; and in the case of the Facility Agent or the Security Agelt, that identified with its name below, ll2 To the Facility Agent: Industrial aad Comnercial Bark of China Limited 55 Fuxiagmennei Avenue, Xcheng Dsticg Beijing; China Telephone: +86 10 66107713 Fax +86 l0 6610 8429 Bnail xilinzhaof@icbc.com.cn Attention: IvIs.
Zlao Yi To the Security Agent ICBC (London) PLC 8l King W-rlliam Stseeg Iondon EC4N 7BG Telephone: +44 (0) 20 7398 8888 Fax +44 (0) 20 73978899 Email: Ctrentruliu@icbclondoncom Attentiod Chenhu Liu / Ctrloe Lin / chloe.lin@icbclondoncorn or any substitute ad&ess, fax number, deparkrent or officer as the Parry may notiff to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five (5) Business Days' notice.
3 l.3 Delivery (a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective: (i) if by way of fax, when received in legible form; or (ir) ifby way of letter, when it has been left at the relevant ad&ess or five (5) Business Days after being deposited in the post postage prepaid in an envclope ad&essed to it at that address, and, if a particular department or officer is specified as part of its address details provided under Clause 31.2 (Addresses), if addressed to that department or officer.
(b) Any communication or document to be made or deiivered to the Facility Ageut or the Security Agent will be effective only when actually received by the Facility Agent or the Security Agent and then only if it is expressly marked for the attention of the depaftnent or officer identified with the Facility Agent's or Security Agent'signature below (or any substitute department or officer as the Facility Agent or Security Agent shall specifu for this purpose).
(c) All notices from or to the Borrower and the Guarantor shali be seot tluough the Facility Agent.

l l3 (d) (e) Any communication or document made or delivered to the Borower in accordance with this Clause 31 (Notices) will be deemed to have been made or delivered to each ofthe Borrower and the Guarantor.
Any cornmunication or docunent which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place ofreceipt shall be deemed only to become effective on the following day, 31.4 Notificatiou of Address and Fax Number Promptly upou receipt ofnotification ofatr address and fax number or chaoge of address, fax number pu$uant to Clause 31.2 (Addresses) ot changing its own addre.ss or fax number, thc Facility Agent shall notif, the other Parties.
3I.5 ElectronicCommunication (a) Any communication to be made between any two parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means: (') to the extent that those Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication; and (ii) ifthose Parties: (A) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and (B) notift each other ofany change to their address or any other such information supplied by them by not less than five (5) Business Days' notice.
(b) Any electronic cornrnunication made between aoy two zuch Parties as are mentioned in paragraph (a) above will be efective only when actually received in readable form and in the case of any electronic communication made by a Party to the Facility Ageot or the Security Ageut only if it is addressed in such a manner as the Facility Agent or Security Agent shall speciff for this purpose.
(c) Any electronic cosrmunication which becomes effective, in accordance with paragraph (b) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective ou the following day.

31.6 English Language (a) Any notice given under or in connection with aay Finance Document must be in English.
(b) All other documents provided ulder or in connection with any Finance Document must be: (i) in English; or I i4 (ii) ifnot in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

32.
32.

CAICULATIONS AND CERTIFICATES 32.1 Accounts In auy litigation or arbitration proceedings arising out ofor in comection with a Finance Docnment, the entries made in the accounts maintained by a Finance Party are pima facie evtderce of the Eatters to which they relate.

32.2 CertificatesandDeterminations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence ofmanifest enor, conclusive evidence ofthe matters to which it relates.
32.3 Day Count Convention Any interes!

commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual nr:mber of days elapsed and a year of three hundred aud sixty (350) days or, in any case where the practice in the Relevant lnterbank Market differs, il accordance with that market practice.

33.
33.

PARTIALI}IVALIDITY I{, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability 6f t1s lstruining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impated.

34.
34.

REMEDIES AND WAIVERS No failure to exercise, nor any delay ir exercising, on the part ofany Finance Party, any right or remedy under the Finance Documents shall operate as a waiver of any such right or remedy or constitute an eiection to affirm any of the Finance Documeats.

No election to amrrtr any of the Finance Documents on the part of any Finance Party shall be effective ualess it is in writing.
No single or partial exercise of any rigbt or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.

The rights and remedies provided in this Agreement are cumulative and not exclusive ofany rights or remedies provided by law.

35.
35.

AMENDMENTSANDWAIVERS 35.1 Required Consents (a) Subject to Clause 35.2 (Excepttons) any term ofthe Finance Documents may be amended or waived ooly with the cousent of the Majority Lenders and the 115 Borrower and the Guarantor and any such amendment or waiver will be binding on all Parties.

(b) The Facility Agent may effect, on behalfof any Finance Pa!b/, any ameodmeat or waiver permitted by this Clause 35 (Amendments and Waivers).
35.2 f,xceptions (a) An amendment or waiver that has the effect ofchanging or which relates to: (D the definition of "Majority Lenders" in Clause L.l (DeJinitions); (ii) an extension to the date of payment of any amount under the Finance Documents; (ii, a reduction in the Margin or a reduction in the amount ofany payment of principal, interest fees or commission payable; (w) an increase in any Commitment or the Total Commiments, an extension of the Availability Period or any requirement that a cancellation of Commitrnent reduces the Cosuaitoent of the Lenders rateably under the Facility; (v) a change to the Borrower or Guarantor other than in accordance with Claluse 24 (Changes to the Borrower and Guarantor); (vr) any provision which exprcssly requires the consent ofall the Lenders; (vii) Clause 2.2 (Finance Parties' Righx and Obligattons), Clause 22.10 (Change of Contro[), Clause 23 (Changes to the Lenders), Clause 28 (Sharing among tlrc Finanee Parties), this Clause 35, the goveming law ofany Finance Documeut, or Clause39-l (Jurtsdiction); (viii) the nature or scope of (A) the guaratrtee and indemnity granted uoder Clause 17 (Guarantee and Indemnity); (B) the Charged Propertj6 or (C) the manner in which the proceeds of enforcement of the Transaction Security are distributed; shall not be made without the prior conseut of all the Lenders.
(b) An amendment or waiver which relates to the rights or obligations of the Facility Agent, the Security Agent or an Arranger (each in its capacity as such) may not be effected without the consent ofthe Facility Agent, the Security Agent or, as the case may be, the relevant Arranger.

ll6 36.
ll6 36.

CONF'IDENTIALITY 36.1 Confidential Information Each Finance Party agrees to keep all Confidential Iafomration confidetrtial and not to disclose it to anyone, save to the extent permitted by Clause 36.2 (Disclosure of Confidential Information) and Clause 36.3 (Disclo*re to Numbering Service Provider), and to ensure that all Confideutial Iafomration is protected with security measures and a degree of care that would apply to its own conlidential information.
36.2 Disclosure of Confidential Information Any Filance Party may disclose: (a) to any of its Affiliates and Related Funds and any of its or thet ofEcers, dircctors, employees, professional advisers, auditors, partne$ and Representatives such Confidential Information as that Finatrce Party shal!
consider appropriate if any pe$on to whom the Confidential lnformatiou is to be given pursuant to this pamgraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Irrformation may be price-sensitive information, except that there shall be no such requircment to so inform if the recipieut is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential lnforrnatioo; (b) to any person: (i) to (or tbrough) whom it assigns or transferc (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Doouments or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (iD with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or ary other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Security Providers and/or the Guarantor and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (iil) appointed by auy Finance Party or by a person to whom sub-paragraph (b)(i) or (bXii) above applies to receive commurications, notices, information or documents delivered pusuant to the Finance Documents on its behalf (including, without limitation, any percon appointed under paragraph 25 .
I 4(b) of Clause 25 .
I 4 (R elatiowhip with the Lenders); (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub--paragraph (b)(i) or (b)(ii) above; (v) to whom infomration is required or requested to be disclosed by any court of competent jurisdiction or any governtrrental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or purzuant to any applicable law or regulation; (vi) to whom iaforrration is required to be disclosed in connection wit[ and for the purposes of, any litigation, arbitration, administative or other investigations, proggsdings 9r disppfss; (vii) to whom or for whose b€nefit that Finance Party charges, assisns or otherwise creates Security (or may do so) pursuant to Clause 23.8 (Security over Lenders' Rights); (viii) who is a Party; or (ix) with the consent of the Borrower, il each case, such Confidential lnformation as that Finance Party shall consider appropriate if: (A) in relation to sub-paragraphs (bxr, (bxi| and (b)(iii) above, the person to whom the Confidential bforrnation is to be given has entered hto a Confidentiality Undertaking, except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information; (B) in relation to sub-paragraph (b)(iv) above, the person to whom the Confidential Idormation is
 to be given has entered into a Confidentiality Undertaking or .is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive inforrnation; and (C) in relation to sub-paragaphs (b)(v), (b)(vii) and (bXvi) above, the persoD to whom the Confidential Infonnation is to be given is informed of its conEdential nature and that some or all of such Conidential lnformation may be
 price-seusitive information, except that there shall be no requiremeat to so hform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; (c) to any person appointed by that Finance Party or by a persoD to whom sub- paragraph (b)(i) or (bXii) above applies to provide administration or settlement services in respect olone or more of the Finance Documents, including, without Iimitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential lnJormation as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality a$eement substantially in the form of 118 the LMA Master Conlidentiality Undertaking for Use With Admhistration/Settlemetrt Service Providers or such other form of confidentiality undertaking as may be agreed between the Borrower and the relevant Finance Party; and (d) to any rating agency (including its professional advisen) such Confdential Information as may be required to be disclosed to enable such ratiug agency to carry out its normal rating activities in relation to the Finance Documents and/or the Security Providers and/or the Guarantor if the rating agency to whom the Confidential lnformation is to be given is informed of its confidential nature and that some or all of such Confdential Information may be price-sensitive hformation.
36.3 Disclosure to Numbering Service Providers (a) Any Finance Party may disclose to any national or international numbering service pmvider appointed by that Finance Party to provide identification numbering services in respect of this Ageement, the Faciliry and/or one or more Security Providers and the Guarantor the following information: (1) (i0 (ii| the place ofiucorporatioo ofthe Security Providers and the Guarantor; the country of domicile ofthe Security Providers and the Guarantog the names ofthe Security Providers and the Guarantog the names ofthe Facility Agent, the Security Agent and Arranger; (rv) the date of this Agreemert; (v) (vr) the date of each amendment and restatement of this Agreement; (vir) the amount of the Total Commitments; (viir) the cunsncies ofthe Facility; (ix) the type ofthe Facility; (x) the ranking ofthe Facility; (xr) the Final Maanity Date ior the Facility; (xir) any changes to any of the information previously suPplied pursuant to paragaPhs (i) to (xi) above; and (xiil) such other informatioa agteed between such Finance Party and the Borrower, to enable such numbering service provider to provide its usual syDdicated loan numbering identifi cation services.
I I9 (b) (c) The Parties acknowledge and agree that each identification number assigred to this Agteement, the Facility ald./or one or more Security Providers and/or the Cuarantor by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard temrs and conditions of that nurebering service provider.
Each the Borrower and the Guarantor represents, and the Borrower shall procure that the Shareholder represents, that none of the information set out iu sub- paragraphs (i) to (xiii) of paragraph (a) above is, or will at any time be, unpublished price-sensitive infonnation.
(d) The Facility Agent shall notify the Borrower and the other Finance Parties of () (iD the na:ne of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Security Providers and/or the Guarantor; and the number or, as the case may be, numbers assigrred to this Agreement, the Facility and./or the Security Providers and/or the Guarantor by such numbering service provider.
36.4 Entire Agreement This Clause 36 (Confidentiali4./) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regardiug Confidential Information and supersedes aay previous agreement, whetler express or implied, regarding Confidential Lrformation 36.5 Insidelnformation Each of the Finance Parties aclcrowledges that some or all of the Conidential Information is or may be price-sensitive inforrnation and that the use of such information may be regulated or prohibited by applicable legislation, including securities laws relating to insider dealing and market abuse, and each ofthe Finance Pa{ies undertake-s not to use any Confidential Inforrration for aay ur:lawfirl purpose.
36.6 Notification of Disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower: (a) of the circumstances of any disclosure of Confidential Informatiou made pusuant to sub-paragaph (b)(v) of Clause 36,2 (Dtsclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 36 (Confidentiality).
'.2A 36.7 ContiuuingObligations The obligations in this Ciause 36 (Confidentialiry) are continuing and, in particular, shall survive and remain biuding on each Finance Party for a period of twelve (12) months &om the earlier of: (a) the date on which all amounts payable by the Borrower and the Guarantor under or in connection with this Agreement have been paid in full aud all Commitneats have been cancelled or otherwise ceased to be available; and (b) the date on y/hich such Finauce Party otherwise ceases to be a Finance Party.
37.

COUNTERPARTS Each Finance Docume may be executed in auy numbsr of couDterpafs, and this has the same effect as if the sigrratures on the counterparts were on a siagle copy ofthe Finance Document.

38.

GOVERIiIING LAW This Agrcement and all non-+ontractual obligations arising out ofor in connection with it shall be governed by English law.

39.
39.

EMORCEMENT 39.1 Jurisdiction of English courts (a) The courts ofEngland have exclusive jurisdiction to settle any dispute arising out of or in comectiou with this Agreement (iucluding a dispute relatiug to its existence, validity or termination of this Agreement or any Don-cotrtractual obligation arising out ofor in connection with this Agreement) (a "Dispute").
(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contary.

(c) This Clause 39.1 (Jurtsdtction) is for the benefit of the Finance Parties only.

As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute io any other courts with jurisdiction.
To the extent allowed by law, the Finance Parties and Secured Parties may take concurent proceedings in any number ofjudsdictions.
39,2 Service of Process (a) Without prejudice to any other mode of service allowed under any relevant law: (i) the Borrower irrevocably appoints RBS Accountants Limited, rvith its address at 16 Beaufort Courq Admirals Way, Dooklands, London, El4 9XL and attention to Steven Askari, as its agent for service of process in relation to any prooeedings before the English cor:rts in connection with any Finance Document; t2t (ii) the Guarautor irrevocably appoints RBS Accoultants Limited, with its address at 16 Beaufort Court, Admirals Way, Docklands, London, El4 9XL and attention to Steven Askari, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and (iil) each of the Borrower and the Guarantor agrees that failure by a process agent to rctiry the Bonower or the Guarantor (as the case may be) of the process will not invalidate the proceedings concemed.
(b) If any person appointed as an agent for service ofprocess is unable for any reason to act as agent for sewice of process, the Bonower (on behalf of the Borrower and the Guarantor) must immediately (and io any event within fifteen (15) days of such event taking place) appoint alother agent on terrns acceptable to the Facility Agent.

Failing this, the Facility Agent may appoint auother ageut for this pupose.
40, WAI1IER OF IM]VII'NITY To the extent that the Borrower or the Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) in respect of its obligations under the Transaction Documents to which it is a party from jurisdiction of any court or from any legal process (whether through service of notice, attachmen!

prior to judp.ent, attacfunent in aid of execution, execution or otherwise) with respect to itselfor its property, (a) each of the Borrower and the Guarantor hereby agrees tha!
should any proceediags be brought or any expert determination be sought against it or its assets other than assets protected by the diplomatic and consular privileges in any jurisdiction in relation to any Filance Docurnent to which it is a party or any trausaction contemplated by the Finance Documents, no immuuity from such proceedings shall be claimed by or on behalf of itself or with respect to its assets; (b) (c) (d) each of the Borrower and the Guarantor hereby irrevocably waives aay requirement under the State Proceedings Act, 2000 of Sierra Leone for a claimant under each Filance Docrunent to v/hich it is a party to give prior notice before bringing a claim against it; each of the Bonower and the Guarantor consents generally in respect of the enforcement of any expert determination or arbitral award (whether by judgment or otherwise) against it in any such proceedings in any jurisdiction and to the giving of any relief or the issue of any process in connection with such determination or proceedings (including the making, eDforcement or execution against or in respect of any properry whatsoever irrespective ofits use or intended use; each ofthe Borrower and the Guarantor irrevocably waives any objection that it may novr' or hereafter have to the venue of any action or proceeding brought as consented to in the Finance Documents and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same; 122 G) (0 each ofthe
 Borower and the Guarantor agrees that service ofprocess in any such action or proceeding may be effected in any manner pennitted by the law applicable to the aforcnoetrtioned court, or in the manner permitted under the Finauce Documents; and each of the Borrower and the Guarartor waives any and all rights it may have to enforce any expert determination, judpent or claim in the courG of any jurisdiction This Agreement has been executed and delivered as a deed on behalf of each of the Parties hereto oD the date firsa={bove writtetr, 123 Schedule 1 ORIGTNAL LENDER Name of tie Original Lender Commitment The Industrial and Cornmercial Bant of China Limited us$529,000,000 The Expor-Import Bank ofChina us$130,000,000 Total Commitments us$6s9.000.000 124 Schedule 2 CoNDrrIoNs PREcEDENT 1.
Corporate Documents (a) A copy ofthe constitutional documents of eaoh ofthe Security Provider.
(b) A copy of a resolution of the board of directors (or shareholder's resolution, if applicable) of each ofthe Security Provider: (D approving the terms o{ and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute such document; (ii) authorising a specified person or pemons to execute the Finance Documents to which it is a party on its behalt and (iiD authorising a specified persoD or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
Evidence that Guarantor has: (i) approved tle terms of, and the transactions contemplated by the Transaction Documents and resolving that it execute the Transaction Documents to which it is a paty; (ii) authorised a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and (iii) authorised a specified percon or psrsons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under and in connection with the Transaction Documents to which it is a party.
A specimen of the siguahre of each authorised person referred to in paragraphs (b) aud (c) above.

A certified copy of the register of memberVshareholders of the Borrower.

A certified copy of each Material Licence.

A certificate of each of the Borrower and the Guaratrtor (siped by au authorised signatory) confirming that bonowing or guaranteeing, as appropriate, the Total Commitnents would not cause any borrowing, guaranteeing or similar limit binding on the Borrower and the Guarantor to bE exceeded.
A certificate of an authorised signatory ofthe relevant Secudty Provider and the Guarantor certifying that each copy document relating to it specified in this Schedule 2 (Conditions Precedent) is correct, complete and in fi:ll force and effect as at a date uo earlier than the date of this Agreement.

(c) (d) (e) (0 (e) (h) 125 2 Transaction Documents A certified copy of the following Transaction Doormrents which are duly executed by all original partiers thereto: (a) (b) the Concession Agreement.
the EPC Contrac!

and 3.

Finance Documeub (a) This Agreement duly exccuted by all original parties to it.

(b) Sinosure krsuraace Policy duly issued by Sinosure.
(c) Executed copies (with originals to follow as soon as reasonably practicable thereafter) or originals of each of the following Finance Documents, duly executed by each party thereto: (l) (ir) (iir) the Deed ofCharge; (iv) the Mortgage over Assets; (v) the Share Pledge; (vi) each Direct Agreemenq (vii) each Fee Letter; and the Accouuts Agreement; the Security Assignment; (viii) any other documeut evidencing or creating security over auy asset of the Borrower to seoure any obligarion of the Borrower under the Finance Documents.
Executed copies (with originals to follow as soon as reasonably practicable thereafter) or originals of any account agreements or guarantees in relation thereto as reasonably required and satisfactory to the relevant Original Lender (iucluding (if applicable) all notices required to be sent thereuoder) duly executed by each party thereto.
A copy ofall notices required to be sent undsr the Security Documents referred to in paragraph (c) above, executed by the relevant Secwity Provider, duly acknowledged by the addressee.
(d) (e) (0 A copy of all share certificates, transfers and stock transfer forms or equivalent duly executed by the relevant Security Provider in blank in relation to the assets subject to or expressed to be subject to the Transaction Security aud other documents of title to be provided under the Transaction Security Documents referred to in paragraph (c) above.
t26 (g) Evidence that the relevant registrations required by applicable laws have been made in respect ofthe Secudty Documents referred to in paragraph (c) above.
4 Legal Opinions The Facility Agent has received legal opinions ftom the following legal counsel substantially in the form satisfactory to the Facility Agent: (a) Iegal opinion from English law counsel to the Finance Parties in connection with the enforceability ofthe English law governed Finance Documents; (b) G) (d) legal opinion from Siena Leone counsel to the Finance Parties in connection with the enforceability of the Sien*a Leone law govemed Finance Docu:lents; legal opinion from PRC counsel to the Finance Parties in connection with the euforceability ofthe PRC law governed Finance Documents; legal opinion from the Sierra Leone couusel to the Bonower with respect to the capacity of the Borrower; (e) capacity legal opinion from the counsel to the Shareholder in connection with thE Share Pledge; and (D legal opinion from the Attorney Ceneral of Sierra Leone with respect to (i) the approval of the terms ofthe Transaction Documents to which the Government is a party and the transactions contemplated by such Transaction Docume[ts; (ii) the capacity of the Govemment aud the relevant departrnentVagencies for and on behalf of the Govemment; (iii) enforceability of the Concession Agreement and other Transaction Documents to which the Government is a party.
5 Approvals The Facility Agent has received a certified true copy of all govemmental approvals, consents or permits (includbg governmedtal approvals, consents or permits from PRC and Sierra Leone) necessary for the implementation of the transaction contemplated by the Transaction Documents and the Project and such approvals are in full force and effect, hcluding but without limitatioE to: (a) Approval rmder section 13(1) of the Public Debt Management Act 2011 and section 68 of the Public Financial Management Act 2016 ofSiena Leone; (b) (c) (d) the registration of the Security Documents govemed by Siena Leonean law with the Corporate Affairs Commissioa under the provisions of the Registration of Instruments Act, Cap.
256 ofthe Law ofSierra Leone 1960; the registration of this Agreement and the Security Documents govemed by Sierra Leonean law at the Bank of Sierra Leoue under the provisions ofsection l0(2) of the Investment Promotions Act No, l0 of2001; aud the filing of the Borrower's resolution(s) approving the execution of this Agreement with the Corporate Afairs Commission, under section 204 of the Companies Act No.

5 of2009 of Sierra Leone.


t2'7 6 Other Documents and Evidence (a) Executed copy (with original to follow as soon as reasonably practicable thereafter) or original of the Government Letter of Support to the satisfactory of the Facility Agent.

(b) Budget in forrn and substance satisfaotory to the Facility Agent.
(c) Evidence that any process agent referred to in Clause 39.2 (Serttice of Proc*s) has accepted its appoinfirenl (d) A copy of any other Transaction Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has Dotified the Borrower accordingly) in cornection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability ofany Finance Document.
(e) Evidence that at least fifteen per cent.

(15%) of Sinosure losurance Premium has been received by Sinosure in full.

(D Evidence that the Initial Advance Payment has been received by the EPC CoDtractor in fi{l. (g) Evidence that the amount standing to the credit of dre DSRA is not less than the Required DSRA Balance.
(h) Evidence that the fees, costs and expeuses then due from the Borrower pursuant to Clause l1 (Fees) and Clause 16 (Cos* and Expenses) have been paid or will be paid by the fust Utilisation Date.
(D A confirmation letter ftom legal couusel to the Finance Parties confrrming that all govern nental approvals, consents or permits (including goverunental approvals, consents or permits Aom Sierra Leone) necessary for the implementation of the Transaction and the Project have been obtained and are in fiill force and effect.
(J') The Facility Agent has received any other documents, certificates or instlElents in connection with the Transaction or any Transaction Documents as the Facitity Agent shall have reasonably requestcd, in each case in form, scope and substance satisfactory to the Facility Agent.
7 Bank Accounts Evidence satisfactory to the Finauce Parties that each ofthe Bank Accounts required to be opened urder and in accordance with the Finance Document have been opened and is properly maintained in accordance with the terms of the Finance Documents.

i28 Schedule 3 UTILISATION REQUEST Dated: From: [Borrower] To: lAgentl Dear Sts | (the "Agreement") [NATIONAL PORT DEVELOPMENT (SL) LTD.] - t [ 1.

We refer to the Agreement.


This is a Utilisation Request Terms defined in dre Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. ]

Facility Agre€ment dated 2.


We wish to borrow a Loan on the following terms: Proposed Utilisation [ ] (or, ifthat is not a Business Day, the next Business Date: Day) Amount of Facility to [ ] be utilised or, ifless, the Available Facility Total proposed Amouot [ ] to be utilised We cotrfirm that each condition specified in Clause 4.2 (Further Conditions Precedent) is satisfied on the date ofthis Utilisation Request.

The proceeds ofthis Loau should be credited to [accouzr].
This Utilisation Request is irrevocable, Yours faithfirlly J 4 authorised signatory for lname of relevant Bonowerf 139 Schedule 4 Forun or TnmrER CERTTFICATE To: t I as Facility Agent aod [ ] as Security Agent From:[Existing l*nderf (the "Existing Lendef') and lNew Lend*f (the "New Lender") Dated: ] (the "Agreemenf') INATIONAL PORT DEVELOPMENT (SL) LTD.I - I [ L We refer to the Agreement.

This is a Transfer Certificate.


Terms defined in the Agreement have the sarne meaning in this Transfer Certificate unless given a different meauing in this Transfer Certificate. ]

FaciIiS Agreement dated 2.
We refer to Clause 23.5 (Procedurefor Tranq,fer) of the Agreement: (a) The Existing Lender and the New Lender agree to the Existing Lender transferring lo the New Lender by novation and, in accordance with Clause 23.5 (Procedure for Transfer) of lhe Agreement, all ofthe Existing Lender's rights and obligations under the Agrcement and the other Fina:rce Documents which relate to the portion of the Existing Lender's Commitment and participations in Loans under the Agreement that specified in the Schedule.
(b) (c) The proposed Transfer Date is I l. The Facility Offrce and address, fax number and atteltior details for notices of the New Lender for the purposes of Clause 31.2 (Addresses) of the Agreement are set out in the Schedule.

3 4 5.

6.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 23.3 (Lituitdtion of ResPonsibilily of Existing Lenders) of the Agreement.
This Transfer Certificate may be executed in any number of couEterparts and this has the same effect as if the signatures on the counterparts were on a 5i"gle copy ofthis Transfer Certificate.

This Transfer Certiicate and all non-contactual obligations arising out of or in connection with it shall be govemed by English law.

This Transfer Certifioate has been entered into on the date stated at the beginning of this Transfer Certificate.
130 THE SCHEDULE CommitmenURights and Obligations to be Transferred fins e rt relevan t details) lFacility Affce address, fax number and atlention details for notices and occount detaib for payments,f [Existing Lender] [New Lender] By: This Transfer Certificate is accepted by the Facility Agent and the Security Agent and the Trarsfer Date is confirmed as [Facility Agent] [Secarity Agent] B 131 Schedule 5 FoRM oF ASSTGNMENT AGREEMENT To: as Facility Agent and [ ] as Socurity Agetrt INATIONAL PORT DEVELOPMENT (SL) LTD.I as Borrower From lExisting Lender) (he "Existing Lender") and lNew Lender) (the "New Lender") Dated: INATIONAL PORT DEYELOPMENT (SL) LTD.I - [ ] Facility Agreemetrt dated [ ] (the "Agreement") 1.
2 3.

4 5 We refer to the Agreement.

This is an Assigment Agreement.

Tcrms defined io the Agreement have the same meaning in this Assignment Agreement uuless given a differcut meaning in this Assigrunent Agleement.

We refer to Clause 23.6 (Procedure for Assignment) of the Agreemeut.
On the Tnnsfer Date: (a) (b) (c) all the rights of the Existing Lender under the Agreement and the other Finatrce Documents which relate to the poiion of the Existing Lender's Commiftlent(s) and participations in Loans under the Agreement as is specified in the Schedule will automatically be assiped absolutely by the Existing Lender to the New Lender; the Existi::g Lender will automatically be released from the proportioo of its obligations under the Finance Documents which correspond to the portion of the Existing Lender's Commitment(s) and participations in Loans under the Agreement that is specified in the Schedule; and the New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released rmder paragraph (b) above.
The proposed Transfer Date is On the Transfer Date the New Lender shall become party (as a Lender) to those Finance Documents to which the Existing Lender was a party (as a Lender) immediately before the Transfer Date.

The Facility Office and ad&ess, fax number and atteotion details for notices of the New Lender for the purposes of Clause 31.2 (Addresses) of the Agreement are set out in the Schedule.
t32 6 7 8 9 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 23.3 (Limitation of Responsibility of Existing Lenders) of the Agreemerl This Assigrunent Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 23.7 (Copy of Transfer Certifcate or Assighment Agreement to the Borrower) of the Agreement, to the Borrower (on behalf of itself and the Guarantor) of the assignment referred to in this Assignment Agreement.
This Assignment Ageement may be executed in any number of counterparts aud this has the same efect as if the sigrratures otr the counterparts were o!

a single copy of this Assignment Agreement.

This Assignment Agreement and all non-+ontractual obligations arising out of or in connection with it shall be govemed by English law.

10.

This Assignment Agreement has beeu entered into on the date stated at the beginniug of this Assignment Agreement.
133 TEE SCHEDULE Rights to be assigred and obligatiotrs to be released and undertaken Itns ert relevant d etai ls) lFactlity ofice address, fax number and attmtion details for notices and account delails for payments) [Existing Lender] [New Lender] This Assignment Agreement is accepted by *re Facility Agent and ttre Security Agent and the Transfer Date is confirrred as Signature of this Assignment Agreement by the Facility Agent constitules confirmation by the Facility Agent ofreceipt ofnotice of the assigrment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.
[Facility Agent] B [Security Agent] 134 Schedule 6 FoRJvI oF CoMPLTANCE CERTIFTCATE To: [ ] as Facility Agent From:[NATIONAL PORT DEVELOPMENT (SL) LTD.] Dated: Dear Sirs | (the "Agreemetrf') INATIONAI PORT DEVELOPMENT (SL) LTD.I - I t 1.

We refer to the Agreement.

This is a Compliance Certificate.

Tenns defined in the Agreement have the same meaning in this Compliance Certificate unless giveu a different ms,ni"g in this Compliance Certilicate.

I Facility Agreement dated 2.


We confirm that: [Insert details ofcovenants to be certified].

3.

[We confirm that no Default is continuing.]
fNote: If this statement cannot be made, the certificate should identify any Default thot is continuing and the steps, if any, being tdken to rernedy iL) Yours faithf,:lly Sigaed: Director of Director of INATIONAT, PORT DEVELOPMENT (SL) LTD,] [NATTONAL PORT DEVELOPMENT (SL) LTD.] linsert applicable certiJication language once agreed by the Bonower, its auditor and the AgentJ Schedule 7 TIMETABLES Delivery of a duly completed Utilisation Request (Clause 5 .l (Delivery of a Utiltsarion Request)) I 1.00 a.m. Beijing time, ten (10) Business Days before the proposed Utilisation Date Facility Agent notifies the Lenders ofthe Loan in accordance with Clawe 5 .4 (Lenders ' Participations) 11.00 a.m. Beijing time, five (5) Business Days before the proposed Utilisation Date LIBOR is fixed Quotation Day as of 1 1:00 a.m. London time ll 136 Schedule 8 FoR'u oF DIRECT AGREEMENT To: INAME OF CONTRACT COUNTERPARTY] IADDRESS'] From National Port Development (SL) LTD., as Borrower ICBC (London) PLC, as Security Agent TDATEJ Re.
[Name of Project Document] dated [ ] between the Borrower aud [Name of Contract Courterpartyl (the "Agreemenf ') Dear Sirs: We refer to the Agreement under which the Borrower entered into arangence with you for [ ].

We hereby notifl you that, by an assignment dated [ has assigned all of its rights, title, interest and b€nefit Agent. ]
(the "Assignmenf'), the Bonower in and to the Agreement, to the Secudty By signing and returning the enclosed copy of this letter, you confirm that: (a) you consent to the assignment in favour ofthe Security Agent referred to above; &) (c) you will give to the Security Agent written notice ofaay material breach (including any payment default) ofthe Agreement as soon as you become awate of it; you will not zuspend (other than to the extent permitted as a result of force majeure as provided in the Agreement, if applicable) or tenninate your performance of the Agreement without first notifuing the Security Agent in vvriting (stathg in tle case of a payment default that such default has occurred and has been continuing for at least fiftecn (15) days from the default date (the "default notice")) and giving to the Security Agent the opportunity to rectiry the relevant default giving rise to the right of termination or suspension within one hundred and eighty (180) days after receipt by the Security Agent of zuch notification; if the relevant default is not rectified in such one hundred and oighty (180) days then immediately at the end of such period you may suspend or terminate your performance under the Agreement, provided, however, that (i) with respect to any default (other than a payment default), if such default cannot reasonably be cured duriag such one hundred and eighty (180) day period, you will not terminate or suspend performauce under the Agreement (other than to the extent permitted as a result of force majeure as provided in the Agreement, if applicable) so long as the Security Agent (or any of its designees) has commenced action reasonably designed to cure such default and diligently cootinues to pu$ue such action until such default is cured; and (ii) if any pafty is prohibited from cwing any such default (other t31 (d) (e) (0 (e) (h) (') 6) (k) than a payment default) by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or similar
 proceeding involving the Borrower, then the time period specified above for curing a default shall be extended for the period of such prohibition, but in no eyent shall the cure period referred to in (D and (ii) termi:rate later than one hundred and eighty (180) days after the receipt by the Security Agent of the notice of default; you will trot, without the prior written consent of the Security Agent (such consent not to be unreasonably withheld or delayed), enter into any material amendment, supplement, assignment, Sansfer, suspension, novation, exlension, restatement or other material modification of the Ageement, or enter into any consensual cancellation or termination of the Agreement, or assign, tansfer, Dovate or otherwise dispose of all or aoy material part of your obligations, righB, title and interest under the Agreement, or consent to any ofthe same by the Borrower; on your giving ofa notice to the Security Agent under paragraph (c) above, the Security Agent is authorized by you to disclose the terms ofthe Agreement and any confidential hformation relating to or arising from the Agreement to a proposed transferee or novatee (permanent or temporary) and its advisers provided that proposed tralsferee or novatee and its advisers udertake in writing to keep those terms and that information confidential and not to disclose it to any other pa$y; the Security Agent may transfer or uovate (on a permanent or temporary basis) the rights and obligations ofthe Borrower under the Agreement to an entity (either jointly and severally with the Borrower or in its place) nominated by the Security Agent (or, following any such transfer or novation on a temporary basis, to another zuch entity on a pemranent basis) in a written notice served by the Secudty Agent on you, as Aom the date specified therein and you, the Borrower, the Secudty Agent and the transferee shall do all that is reasonably necessary to effect that transfer or novation; you will ensure that all moneys
 payable by you under the Agreement will be credited to the account of the Borrower with [account bank] lbaDk account number] or such other account as is notified to you in wdtiug by the Security Agent; all payments required to be made by you under the Agreement, if any, will be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever, other thatr those offsets, recoupments, abatenents, wittrtroldings, reductions and defenses permitted under applicable law or expressly allowed by the terms of the Agreement; you have not received any other notice relating to the assignment of the Borrower's rights ald interests under the Agreement; you regard the Borrower as being solely [iable to perform all its obligations under the Agreement until the said obligation is Eansferred or novated to atrother party pursuant to paragraph (f1 above; neither the Security Agent nor any other party to the Borrower's financing arangements is or will be under any obligation whatsoever under the Agreement nor will any ofthem be under any such obligation in the event of failure by the Borrower to perfonn its obligations thereunder; and r38 0) the terms of this leuer apply norwithstanding any provision of the Agreement to &e cotrEary.
The Bonower also confimts that you shall have no liabilities or obligations to th€ Borrower as I result of acting under the direction ofth€ Secudty Agent or any other party to which any rights, title, benefit and interest in the Agreement may be validly assigned or transferred.

This letter agr€ement shall be governed by and construed iu accordance with English law.
Any dispute, legal action or proceeding by or against a party with respect to or arisilg out ofthis letter agreement may be brought in the courts of England.

By execution and delivery of this letter a$eement, the parties accep!
for themselves ard in respect of their property, generally and unconditionally, the jurisdiction of the English courts for legal proceedings arising out of or in connection with this letter agreement and irrevocably conseots to the appoinhnent of the following: Parties English Sewice Agent ICoNTRACT COUNTERPARTYJ t l If for any reason any agent sball cease to be available to act as zuch, each party agrees to appoint a new agent satisfactory to the other parties il England on lhe terms and for the purposes of this provision.
Nothing hercin shall affect the right to serve process in any other manner permitted by law or any right to bring legal action or proceedings in aoy other competent judsdiction.

Each party hereby waives auy right to stay or dismiss any action or proceeding under or in comection with this letter agre€meut brought before the foregoing courts on the basis of forum non- conveniens or improper venue.
A person who is not a party to this letter agreement shall have uo dghts pursuant to the Contracts (Rights ofThird Parties) Act 1999 to enforce the provisions ofthis letter agreement.

Each of the parties to this letter agreement intend that this letter agreement shall take effect as a deed notwithstanding the fact that a party may only execute this document uuder hand.
Yours faithfrlly, For aad on behalfof National Port Development (SL) LTD. as Borrowet Authorised Signatory For and on behalf of ICBC (.ondon) PLC as Secudty Agent Authorised Siglatory llo We hereby acknowledge and agree to the above.
E)GCUTED AS A DEED bY lconlract counterpartyl act].J:lgby I Andby [ ] ) ) ) i10 Schedule 9 FoRM oF EPC CoNTRAcToR DECLARATToN [Name of EPC Contractor] (as EPC Coltractor) To: Dated: [Date] [Name of Facility Agent] (as Facility Agent) l. 2 We refer to the Facility Agreement, the Constuction Contract and the Utilisation Request dated finsert date] pusuant to which the Borrower wishes to borrow the Loan described therein to finance the following invoices: linsert the relevant invoice numbersf (each aa "Irvoice", and together the "Invoices").
This is an EPC Contractor Declaration.

Terms defined in the Facility Ageement shall have the same meaning iu this EIC Contractor Declaration.
We attach hereto a copy of each Invoice showing the total invoice amount and invoice due dates together with the following supporting documents in respect ofeach Invoice: Either (D or (i0 if such Invoice relates to a supply of [imported delivery] (as such term is defined in the EPC Contsact): (a) (b) (c) complete set ofbill of lading and airway bill; copy ofpacking lisg copy ofinspection certificate; and (d) certificateoforigiq [ifsuch lnvoice relates to installation ofa [Section] (as such term is defined in the EPC Contract): (a) details of the [Section] which has been completed, tested and commissioned in the format of the Schedule of Prices (as such term is defined in the EPC Contract); and (b) taking-over certificate of the relevant [Section] issued by the [Owner's] representative cotrfirming the payment due and specifuing the amormt.]
3 We hereby confirm that (a) the Borrower has paid to us all amounts uuder the EPC Contract which are currently due and payable to us in accordance with its terms (other than the lnvoices detaiied in this E?C Contractor Declaration); and (ii) we have received t4l 4 5 6 (other than from the proceeds of the proposed Loan) the finitial Advance Payment]/[the Initial Advance Payment and the Second Advance Payment] I .
We hereby confirm that (i) the [imported delivery] in respect of the Invoices were supplied or provided [on [date]l/fduring the period [date to [date]l; and (ii) not less than 15.0 per cent.

ofthe [imported delivery] in respect of the fxed lump zum price of the EPC Confact is of Chinese origil, and, in support of this paragraph 4, we attach: (a) a list setting otrt the details ofsuch [imported delivery] ; and (b) export documents duly presented to the Chitrese customs authorities.
The amount requested under the Utilisation Request to which this EPC Contractor Declaration is attached relates to the [imported delivery] set out in paragraph 4 above with origiu and source in accordance with our declaration to and as agreed to by Sinosure.
We hereby warraut that: (i) (ii) each EPC Contract is legal, valid and binding, has not been tcrminated or materially amended or waived to tle extent it may have an impact on the Silosure lnsurance Policy issued or to be issued in connection with the deliveries under the EPC Contract and we have not taken any action intended to lead to a temination of [future deliveries "nrler the EPC Contract]; [the Imported Deliveries [supplied and/or provided] under the EPC Contract are [manufactured by aod/or rendered by] [us]J and (iii) we have obtained il relation to each Invoice or:r authorisations, consents or approvals ftom the relevant authorities if and when required.
7 This EPC Contractor Declamtion is irrevocable.

[Name of EPC Conkactor] By: Title: I Not€: choose when spplicable.

l. .1 J l 6 8 Schedule l0 CoNDrTroNs PRECEDENT To GuAmlron Srlrus The provisions of this Schedule shall take precedence over anything else in the rest ofthis Agreement and to the extent there is any conflict between the provisions of this Schedule and the rest ofthis Agreement, the provisions ofthis Schedule shall apply.
The Borrower undertakes to the Guarantor that it shall at all times lew and collect the Port Development Levy Fees and take all such action as is reasonable to enforce payment ofsuch fees.

The Borrower acknowledges and agrees that any breach of Paragraph 2 above will constitute a material breach for the purposes of Clause 29.3 of the Concession Agreement.
The Finance Parties and Sinosure agree with the Guarantor that they shall have no right to make a claim against the Guarantor under its guarantee until: (a) the later of (i) the date when all monies in the Accounts has been applied in payment or repayment of amounts due under this Agreement (ii) The 24 months residual balance has been completely utilised from the date of non-payment by the Borrower ofany amount due under this Agreement; (b) enforcement action has been commenced against the Borrower for non-payment and reasonable steps taken to recover any amounts due from the Borrower; (c) the Security Agent has taken reasonable steps to enforce its rights against the Borrower under the Security Documents.
Subject to Paragraph 4 above, the Guarantor guarantees to ensure that if at any time after the balance in the Borrower Collection Account exceeds an amount equal to trvo years' Scheduled Debt Service, the balance of the Borrower Collection Account falls to an amount that is less than is required to meet the next Scheduled Debt Service payment (other than as a result ofdefault by the Borrower, and after receipt ofnotice from a Finance Parry requiring it to do so), the Guarantor shall pay, or procure to be paid, into that account such amouDt as may be trecessary to ensure that the balance of the account is equal to the amount of the next Scheduled Debt Service payment, provided that no accoutrt shall be taken of any amount of Scheduled Debt Service that arises as a result of acceleration of any Loan, any default by the Bonower or any event which causes any Loan to be payable earlier tl,an its original scheduled repayment date.
The Guarantor shall have no obligation to, and does not, guarantee any amount payable by the Borrower under this Agreement except as provided in Paragraph 4 above.

lfthe Cuarantor pays any amount Pursuant to ParagraPh 5, it shall be repaid &om any amoutrt thereafter in the Excess Cash Accomt in priority to any other Payment from that account.
The Finance Parties and Sinosure agree that they shall not be entitled to accelerate any Loan or otherwise call any Event of Default or enforce any Security unless and until the Guamntor has failed to pay an amount required to be paid by it pursuant to Paragraph 5 above and such failure continues for a period of 180 days from the dale notice is given by the Finance Panies to the Guarantor ofsuch failure to pay.
In such event, the only liability of the Guarantor shall be to make payments pursuant to Paragraph 5 above If at any time it appears to the Guarantor that il is likely that the Port Development Fees will be insufficient to meef Scheduled Debt Service, it shall request the parties to the Concession Agreement and $e Finance Parties (and Sinosue) artend a meeting to discuss apPlopriate measures to avoid any such shortfall.

ll: 9 10.

Il.
ll: 9 10.

Il.

lf any concems are raised by any relevant organisation conceming the compliance by the Guamntor with requirements of Clause 18..30. the Parties shall meet to discuss what steps can be taken, including appropriate amendments to this Ageemest.

!o deal with any such concems.


Given the arm's length relationship between the Borrower and the Guarantor and the limited nature ol the guarantee giveD by the Guarantor under this Agreement, Clauses 14.4,21.2,21.10,21.26,22 and 30 shall be read and construed as ifall refereoces to the Guarantor in those Clauses had been deleted.
The Faciliry Agent shall provide to the Guarantor and the lndependent Engineer a copy of each Utilisation Request, within 7 days of its receipt by the Facility Ageut, and it shall notifr the Guarautor and the Independent Engineer ofthe amount ofeach Loan to be made by each Lender on or before cash Loan is advanced.
The Independent Engineer shall verifo that the Utilisation Request accurately depicts all Loans that have been disbursed, or to be disbursed, are fully utilised for the purposes intended as specified in the EPC Conract.

It shall further veri!

all construction and equipment meets the specified construction designs and quality as specified and agreed in the EPC Conhact and are in conformity with the standards of the International Association of Ports and Harbours and the Siena Leone lnstituies of Engineers.
1lJ APPENDIX I.

LIST OF MATERIAL LICENCE Development Application o Statement of Environmental Impact Assessment o Engineer'sCertificates o Site plans, elevations o Consfuction details o Relevant studies o Land Owner's Consent o Site inspection certification Ministry of Works, Transport and [ands Approvals o Application assessed against Ports and other relevant legislation.

o Referral to other government agencies ifrequired.
Approvals for: o DesignatedDevelopment o IntegratedDevelopment o Govemment Significant Recommendation by Department of Planning and/or Planning Assessment Commission.

Complying Development Cemifi cate Predetermined conditions as per SLPA Ports Construction commence certifi cate Critical Stage inspections certificate Compllng Development Cefiificate, Development Consent and other relevant docurnentation (Wor*s-as-Executed drawings, Environmental Management Plan) provided to SLPA Port.
All Duty and Tax exemption certification for the construction stage Common-use area cefi ifi cation -l- ;i.., .

'.

-.

: SIGNATURES SIGNED on behalfof NATIONAL PORT DEVELOPMENT (SL) LTD, (as the Borrower) il 13Y: Name: Title: 0Aut'2 BEr' LuLu c t4 /+ | B,t'l ^t Sign!rture Narne of SqL, H.r,'l{1,.

*^ [" \.
*^ [" \.

Signature Pdge to lrc Facilily Agree ent rl l r I r', -rl -il t_l L- il I I l- l' i I SIGNATUR-ES cont'd SIGNED on behalfof THE REPUBLIC OF SIERRA LEONE, REPRESENTED BY TIIE MINISTRY OF FINANCE AND ECONOl\trC DEVELOPMENT OF TIIE REPUBLIC OF SIERFJ.

LEONE (as the Guarantor) BY: yurn".

Plal,\oDq{ l-.

)<e-4C-So Title:fi i vt1 <T?5V'- .>F *t tt rt-tl e6 > 6<-e7.ro rl I c- D('VGLoP,.rc-'7 ofW Name of Witness: fo*- E," (/^-1 t( .5 F .
-t " cL.f,( va^^c"Q s Sigtuture Page to lhe Facility Agreenrcnt SIGNATURES cont'd SIGNED on behalfof INDUSTRIAL AND COMMERCIAL BANK OF CIIINA LIMITEI) (as the Original Lender) By: i:5{'t Name: Uu Jianchang Title: Deputy General Manager of Global Banking Departn:ent Sitnature Page to lhe Facility Agreenent SIGNATURES cont'd SIGIIED on behalf of TITF E}PORT-IMPORT BAI\IK OF CEINA (as the Original Lender) By' Name: Title Signatln'e Page to the Facili4, Agreemenl SIGNATIJRES cont'd SIGNED on behalf of INDUSTRIAL AND COMMERCIAL BAI\K OF CEINA LIiltrTED (as the Mandated Lead Arranger) By: >5d v Name: Liu Jianch,ng Title: Deputy General Manager of Global Banking Deparhnent Signature Page to the Fqciliry Agreenent SIGNATURES cont'd SIGNED on behalfof INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIIVtrTED (as the Facility Agent) By: v") "{--v Name: Uu Jianchang Title: Deputy General Manager of Global Banking Dcpartrnent Signature Pdge to the Facility Ag'eenent SIGNATURES cont'd SIGNED on behalf of ICBC (LONDON) PLC (as the Security Agent) By: Name: Title: Sigaature of Witness: Name of Witness: Signature Page to the Facility Agreement