Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1697755886409.pdf (Ghana)
^ THIS DOCUMENT REMAINS SUBJECT TO FURTHER REVIEW, COMMENT AND ALTERATION BY LEGAL COUNSEL AND DEUTSCHE BANK White & Case Draft: 24 April 2019 WHITE SCASE Dated [•] 2019 Facility Agreement Facility of EUR [55,000,000] relating to the rehabilitation and auxiliary infrastructure of KumasI Inner Ring Road and adjacent streets between The Republic of Ghana acting through the Ministry of Finance as Borrower Deutsche Bank AG as Agent Deutsche Bank AG, London Branch as Arranger Deutsche Bank AG, London Branch as Structuring Bank and Deutsche Bank AG as Original Lender 'PARLIAilNTOFGIMLIBRARy Circulation of this draft Agreement does not constitute a (final) commitment in any way by Deutsche Bank or any of its respective affiliates to provide any financing or support.
This draft remains strictly subject to Deutsche Bank and local counsel review, comments and aPDroval.

Am (final) commitment will be subject to the due diligence and internal policies of Deutsche Bank.

Please note that all Environmental and Social Provisions in this draft remain strictly subject to Deutsche Bank comments^ pending Environmental and Social due diligence currently being undertaken.

White & Case LLP 5 Old Broad Street London EC2N IDW RMEA 121647344 v2 v Table of Contents Page 1.

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Definitions and Interpretation The Facility Purpose Conditions of Utilisation Utilisation Request Repayment Prepayment and Cancellation Interest Changes to the Calculation of Interest 10.

Fees 11.

Tax Gross Up and Indemnities 12.

Increased Costs 13.

Other Indemnities 14.

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Mitigation by the Lenders Costs and Expenses Representations 17.

Information Undertakings 18.

General Undertakings 19.

Events of Default 20.

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Changes to the Lenders Borrower's rights and obligations Role of the Agent, the Arranger and the Structuring Bank Conduct of Business by the Finance Parties Sharing Among the Finance Parties Payment Mechanics Set-Off Notices Calculations and Certificates Partial Invalidity 30.

Remedies and Waivers 31.

Amendments and Waivers 32.

Confidential Information 33.

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Confidentiality of Funding Rates Counterparts Governing Law F.MEA 121647344 v2 (1) Arbitration 37.
Jurisdiction Schedule 1 The Original Lenders Schedule 2 Conditions Precedent to Initial Utilisation Schedule 3 Utilisation Request Schedule 4 Form of Transfer Certificate Schedule 5 Form of Assignment Agreement Schedule 6 Existing Security Schedule 7 Form of Conridentiality Undertaking Schedule 8 Timetables Schedule 9 Form of Attorney General Legal Opinion Schedule 10 Form of Process Agent Letter Page 83 83 86 87 90 92 94 96 97 103 104 105 EMEA 121647344 v2 (ii) 4 This Agreement is dated [•] 2019 and made between: Parties (1) (2) (3) (4) The Republic of Ghana, acting through The Ministry of Finance, as borrower (the "Borrower"); Deutsche Bank AG, a financial institution incorporated and existing under the laws of Germany, under registration number HRB30000, having its principal office at Taunusanlage 12, 60325 Frankfurt am Main, Germany as agent of the Finance Parties (the "Agent"); Deutsche Bank AG, London Branch, a corporation domiciled in Frankfurt am Main, Germany, operating in the United Kingdom under branch registration number BR000005, acting through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB as mandated lead arranger (the "Arranger"); Deutsche Bank AG, London Branch, a corporation domiciled in Frankfurt am Main, Germany, operating in the United Kingdom under branch registration number BR000005, acting through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB as structuring bank (the "Structuring Bank"); and (5) The Financial Institution listed in Schedule 1 {The Original Lenders) as lender (the "Original Lender").
Whereas: (A) The Republic of Ghana (represented by The Ministry of Roads and Highways - Department of Urban Roads) (the "Buyer") has entered into a contract dated [•] with [Contracta Construction UK Limited, a company incorporated in England with company number 10385106 whose registered office is at 4th Floor, New Penderel House, 283-288 High Holborn, London, United Kingdom, WCl V 7HP] (the "Exporter") for the rehabilitation and auxiliary infrastructure of Kumasi Inner Ring Road and adjacent streets (the "Export Contract").
(B) The Lenders have agreed, on the terms and conditions of this Agreement, to advance to the Borrower the sum of EUR [55,000,000] to assist the financing of the Export Contract.

Operative Provisions It is agreed as follows: SECTION 1 INTERPRETATION 1.
Deflnitions and Interpretation 1.1 Deflnitions In this Agreement: "Acceptable Bank" means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A+ or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or A1 or higher by Moody's Investor Services Limited or a comparable rating from an internationally recognised credit rating agency.
"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
"Applicable Law" means: EMEA 121647344 v2 (a) (b) (c) any law, statute, decree, constitution, regulation, rule, by-law, order, authorisation, judgment, injunction or other directive of any Government Authority or otherwise which is applicable in Ghana; any treaty, pact or other binding agreement to which any Government Authority is a signatory or party; or any judicial or administrative interpretation with binding characteristics or application of those described in paragraphs (a) or (b) above, and in each case, which is applicable to the Borrower or the Buyer, the Borrower's or the Buyer's assets or the Finance Documents.
"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 {Fonn of Assignment Agreement) or any other form agreed between the relevant assignor and assignee in form and substance satisfactory to the Agent.

"Authorisation" means an authorisation, consent, permit, approval, resolution, licence, exemption, filing, notarisation or registration.
"Availability Period" means the period from and including the date of this Agreement to and including the earlier of; (a) eighteen (18) months after the date of this Agreement; and (b) the date on which the Facility has been fully utilised or cancelled; or such other date as the Agent may agree in its sole discretion.
"Available Commitment" means a Lender's Commitment minus; (a) the amount of its participation in any outstanding Loans; and (b) in relation to any proposed Utilisation, its participation in any other Loans that are due to be made on or before the proposed Utilisation Date.

"Available Facility" means the aggregate for the time being of each Lender's Available Commitment.
"Basel III" means; (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (b) the rules for global systemically important banks contained in "Global systemically important banks; assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or re-stated; and (c) any further guidance or standards published by the Basel Committee on Baking Supervision relating to Basel III.
"Borrower's Signatory" means the Minister of Finance or any other person(s) authorised to sign on behalf of the Borrower regarding whom evidence has been provided to the Agent in respect of the Borrower in accordance with Schedule 2 (Conditions Precedent to Initial Utilisation), or, subject to the prior written approval of the Agent, such other person whose r MI:A 121647144 v2 name and specimens of whose signature have been supplied to the Agent and certified by an authorised officer of the Borrower in a form acceptable to the Agent.
"Break Costs" means the amount (if any) by which: (a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; exceeds: (b) the amount which that Lender 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 for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
"Business Day" means: (a) a day (other than a Saturday or Sunday) on which banks are open for general interbank business (other than operation only of payments, purchases and rate fixing in Euro) in: (i) Accra, Frankfurt and London; and (ii) In relation to a payment, purchase or rate fixing in or other matter relating to any currency (other than Euro) the principal financial centre of the country of that Facility Country; and (b) in relation to a payment or rate fixing in Euro, a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET) is operating.
"Buyer's Signatory" means the person(s) authorised to sign on behalf of the Buyer regarding whom evidence has been provided by the Borrower to the Agent further to Error!

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{Conditions Precedent to initial Utilisation), or, subject to the prior written approval of the Agent, such other person whose name and specimens of whose signature have been supplied to the Agent and certified by a director or authorised officer of the Buyer in a form acceptable to the Agent.
"Code" means the US Internal Revenue Code of 1986.

"Commitment" means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 {The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement.
"Confidential Information" means all information relating to the Borrower, 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 either: (a) the Borrower or any of its advisers; or EMF.A 121647344 v2 (b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Borrower or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: (i) (ii) (iii) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 32 {Confidential Infonnation)\ or is identified in writing at the time of delivery as non-confidential by the Borrower or any of its advisers; or is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Borrower and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and (iv) any Funding Rate.
''Confidentiality Undertaking" means a confidentiality undertaking substantially in a form set out in Schedule 7 {Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Agent.

"Construction Phase"' means the period from the commencement of design, development, pre-construction and construction of the Project until the start of the Operations Phase.
"Construction Phase E&S Management Plan" means the document(s) comprising the environmental and social management procedures for the Construction Phase as received at the date of signing and as amended from time to time with the approval of the Agent; "Corrective Action Plan" means a plan produced by the Borrower pursuant to Clause 18.12 {E&S Trigger Events) specifying in detail the corrective action (including the timings and responsibility for such action(s)) being taken or proposed to be taken in order to correct, remedy or mitigate all damage and adverse consequences caused by an E&S Trigger Event, as may be amended or updated from time to time with the consent of the Agent.
"CP Satisfaction Notice" has the meaning given in paragraph (a)(ii) of Clause 4.1 {Initial conditions precedent).
"CRDIV" means: (a) (b) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU No 648/2012); and Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.
"Default" means an Event of Default or any event or circumstance specified in Clause 0 {Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

p.MBA l3lh47.W \ 2 "Default Interest Rate" means the rate of interest payable by the Borrower in accordance with paragraph (a) of Clause 8.3 (Default interest).
"Disruption Event" means either or both of: (a) a material dismption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or (b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party: (i) (ii) from performing its payment obligations under the Finance Documents, or from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
"Environment" means the Natural Environment and the Social Environment.

"E&S Action Plan" or "ESAP" means the environmental and social action plan dated on or about the date of this Agreement, as amended from time to time by or with the consent of the Agent.
"E&S Actions" means the actions identified: (a) in the ESAP; (b) (c) in any E&S Self-Monitoring Report; and by the Agent or its nominated representative or the lESC following a site visit pursuant to Clause 18.13 (Site visits), to be undertaken by the Buyer in order to ensure all the E&S Obligations are fulfilled, in each case as updated or amended with the prior consent of the Agent.
"E&S Claim" means any pending or existing claim, dispute, arbitration, administrative or legal proceedings relating to the E&S Requirements in respect of the Project, or the assets, business and operations of the Buyer relating to the Project.
"E&S Contaminant" means any substance (whether a solid, liquid, gas or vapour and whether or not combined with any one or more other substances), activity or ot er phenomenon that is capable of causing significant harm to humans or any other organisms supported by the Environment or significant damaging the Environment or pu ic health or welfare.
"E&S Incident" means: (a) any incident or accident relating to the Project which directly or indirectly, has, or could reasonably be expected to have an adverse impact on the Environmen including the release of any E&S Contaminant, in sufficient quantity or concentration, other than as set out in E&S Management Plans; (b) an accident resulting in death or serious or multiple injury; or EMF.A 121647.144 v2 (c) a significant community or worker related grievance or protest directed at the Project.
"Environmental Information Regulations" mean the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in the UK in relation to such regulations.
"E&S Investigation" means any investigation by any governmental, state or other public person arising out of or in relation to the Project or the assets, business and operations of the Buyer relating to the Project with respect to the E&S Requirements.
"E&S Law" means any legislation, rule, decree, judgment, regulation, directive, by-law, order or any other executive or legislative measure or act having the force of law at the relevant time, including any Authorisations required by any of the above, which directly or indirectly relates to the protection of or the prevention of harm or damage to the Environment in respect of (a) the Project or (b) the assets, business and operations of the Buyer relating to the Project.
"E&S Management Plans" means, together, the Construction Phase E&S Management Plan and the Operations Phase E&S Management Plan, and "E&S Management Plan" means either of them.
"E&S Obligations" means the obligations of any person (including the Borrower and the Buyer) to: (a) comply with any applicable E&S Law; (b) align with the E&S Standards; (c) undertake the E&S Actions; (d) comply with the requirements of the E&S Management Plans; or (e) comply with the requirements of any Corrective Action Plan; and (f) in each case in relation to the Project.

"E&S Obligations Breach" means a breach of any E&S Obligation (including by the Buyer and/or the Borrower).
"E&S Requirements" means, together, the E&S Law and the E&S Standards.

"E&S Self-Monitoring Reports" means the reports required pursuant to Clause 18.9 {E&S Self-Monitoring Reports).
"E&S Standards' means the policies, guidance and standards set out, or referred to, in: (a) the following performance standards on social and environmental sustainability published by the International Financial Corporation (IFC) on 1 January 2012: (i) Performance Standard 1: Assessment and Management of Environmental and Social Risks and Impacts; (ii) Performance Standard 2: Labour and Working Conditions; (iii) (iv) (v) Performance Standard 3: Resource Efficiency and Pollution Prevention; Perform,ance Standard 4: Community health.
Safety and Security; Performance Standard 5: Land Acquisition and Involuntary Resettlement; F.MtA 121647344 v2 (vi) Performance Standard 6: Biodiversity, Conservation and Sustainable Management of Living Natural Resources; (vii) Performance Standard 7: Indigenous People; and (viii) Performance Standard 8: Cultural Heritage; (b) (c) (d) World Bank Group Environmental, Health and Safety (EHS) General Guidelines (2007); World Bank Group Environmental, Health and Safety (EHS) Guidelines for Water and Sanitation (2007); and International Financial Corporation (IFC) and European Bank for Reconstruction and Development (EBRD) Guidance Note, Worker's Accommodation: Processes and Standards (2009).
"E&S Trigger Event" means: (a) an E&S Incident; and/or (b) an E&S Obligations Breach.

"EURIBOR" means, in relation to any Loan: (a) the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or (b) as otherwise determined pursuant to Clause 9.1 {Unavailability of Screen Rate), and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.
"Event of Default" means any event or circumstance specified as such in Clause 0 {Events of Default).

"Export Contract" has the meaning given in Recital (A).

"Exporter" has the meaning given in Recital (A).


"External Financial Indebtedness" means any financial indebtedness incurred by The Republic of Ghana which is: (a) (b) denominated in or payable or optionally payable in or calculated by reference to a currency other than Ghanaian Cedi; and owed to a person resident or having its head office or principal place of business outside Ghana.

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 {The Facility).
"Facility Currency" means Euro.

"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.
"FATCA" means: (a) sections 1471 to 1474 of the Code or any associated regulations; EMEA I2l647?44v: (b) (c) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
"FATCA Application Date" means: (a) (b) in relation to a "withholdable payment" described in section 1473(l)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; in relation to a "wiihholdable payment" described in section 1473(l)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or (c) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019, or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means any letter or letters dated on or about the date of this Agreement between the Agent and the Borrower (or the Arranger and the Borrower, or the Structuring Bank and the Borrower) setting out any of the fees referred to in Clause 10 {Fees).
"Final Maturity Date" means the date falling seventy eight (78) months after the date of this Agreement.

"Finance Document" means this Agreement, any Fee Letter and any other document designated as such by the Agent and the Borrower.

"Finance Party" means the Agent, the Arranger, the Structuring Bank or a Lender.

"First Repayment Date" means the date falling twenty four (24) months after the date of this Agreement.
"FOIA" means the Freedom of Information Act 2000 and any subordinate legislation made under such Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in the UK in relation to such legislation.

"Foreign Currency" means any currency other than the lawful currency of Ghana.

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 9.3 {Cost of funds).
"Ghana" means the Republic of Ghana.

I-.MEA 121647344 vj "Ghanaian Tax Deduction" means the Tax Deduction resulting from withholding tax payable under Ghanaian law on each payment for interest or fees to be made by the Borrower to the Finance Parties under the Finance Documents.
"Government Authority" means any national, supranational, regional or local government or any governmental, administrative, fiscal, judicial or government owned body, department, authority, tribunal, agency or entity or any central bank (or any person, whether or not government owned and however constituted or called, that exercises the functions of a central bank) (including, without limitation, the European Central Bank and the Council of Ministers of the European Union).
"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.

"IBRD" means the International Bank for Reconstruction and Development.

"lESC" means a person, persons or company acceptable to the Agent appointed as the independent environmental and social consultant pursuant to the lESC Contract.
"lESC Contract" means the contract or engagement letter for the environmental and social monitoring of the Project, entered into or, as the context may require, to be entered into between the Agent and the lESC.

"IMF" means the International Monetary Fund.
"Impaired Agent" means the Agent at any time when: (a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment; (b) the Agent otherwise rescinds or repudiates a Finance Document; (c) an Insolvency Event has occurred and is continuing with respect to the Agent; unless, in the case of paragraph (a) above: (i) its failure to pay is caused by: (A) administrative or technical error; or (B) a Disruption Event; and payment is made within three (3) Business Days of its due date; or (ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question; "Increased Costs" has the meaning given in Clause 12.1 {Increased Costs).
"Information" has the meaning given under section 84 of the Freedom of Information Act 2000.

"Information Legislation" means the FOIA, the Environmental Information Regulations and any other legislation from time to time governing the disclosure of information held by public bodies in the UK.
"Insolvency Event" in relation to an entity means that the entity: (a) IS dissolved (other than pursuant to a consolidation, amalgamation or merger); EMEA 121647344 v2 (b) (c) (d) (e) (f) (g) (h) (i) (j) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; makes a general assignment, arrangement or composition with or for the benefit of its creditors; institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official; has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and: (i) (ii) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official
 for it or for all or substantially all its assets; has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (g) above; or takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
"Interest Payment Date^ means the last day of an Interest Period.

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 8.5 ( Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 {Default interest).

Interest Rate means the rate set out in Clause 8.1 {Calculation of interest).
Interpolated Screen Rate means, in relation to any Loan, the rate (rounded to the same number of decima places as the two relevant Screen Rates) which results from interpolating on a linear basis between: RMRA 121647 W v2 10 (a) (b) the applicable Screen Rate for the longest period for which that Screen Rate is available which is less than the Interest Period of that Loan; and the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan, each as of the Specified Time for the Facility Currency.
"Lender" means: (a) any Original Lender; and (b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 20 {Changes to the Lenders), which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

"Loan" means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.
"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction).

"Margin" means five point seven zero per cent (5.70%).
"Material Adverse Effect" means a material adverse effect on: (a) (b) (c) the Public Assets or the financial and economic condition of the Borrower, including without limitation its balance of payments and External Financial Indebtedness; the ability of the Borrower to perform any of its payment obligations under the Finance Documents; or the validity or enforceability of the Finance Documents or the rights and remedies of any Finance Party under any of the Finance Documents.
"Material Export Contract Change" means any: (a) (b) assignment, novation or other disposal of any rights and/or obligations under the Export Contract; or amendment, acquiescence, departure from or waiver of the terms of the Export Contract which: (i) on its own, or when aggregated with any previous amendments, acquiescence's, departures from or waivers, increases or decreases the amount payable by the Borrower under the Export Contract by more than ten per cent (10%); or (ii) involves a material change in nature of the supply made under the Export Contract.
"Natural Environment" means elements of the natural environment including all, or any, of the following: (a) the air (including the air within buildings and the air within other natural or man- made structures above or below ground); EMF.A 121647344x2 (b) water (including territorial, coastal and inland waters, ground and surface water, and water in drains and sewers); (c) land (including reclaimed land, surface and sub-surface soil); (d) living organisms including human life, animals and plants; and (e) natural habitats (including land which has been altered by humans to form natural habitats).
"New Lender" has the meaning given to that term in Clause 20 {Changes to the Lenders).

"Operations Phase" means the period commencing on the date the Buyer takes over responsibility for the Project until the Facility is repaid in full and all the obligations of the Borrower under the Finance Documents have been paid or discharged in full.
"Operations Phase E&S Management Plan" means an environmental management plan produced in accordance with Clau.se 18.14 {Operations Phase E&S Management Plan), as may be amended or updated from time to time with the consent of the Agent.

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.


"Permitted Security" means any Security or (as the case may be) Quasi Security, listed in paragraph (c) of Clause 18.3 {Negative pledge).

"Project" means the rehabilitation and auxiliary infrastructure of Kumasi Inner Ring Road and adjacent streets.
"Project Financing" means any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any property pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds) generated by such project.

"Protected Party" has the meaning given in paragraph (a) of Clause 11.1 {Tax Definitions).
"Public Assets" means the assets and international monetary reserves (including without limitation gold, special drawing rights and Foreign Currency) held by the Borrower or any Government Authority of Ghana.

"Quasi-Security" means an arrangement or transaction described in paragraph (b) of Clause 18.3 {Negative pledge).
"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two (2) TARGET Days before the first day of that period unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).
"Recipient" has the meaning given in paragraph (b) of Clause 11.6 {VAT).

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
EMEA 1216473-14 12 ' "Relevant Market" means the European interbank market.

"Relevant Party" has the meaning given in paragraph (b) of Clause 11.6 {VAT).
"Repayment Date" means the First Repayment Date and each date falling at intervals of six months thereafter and ending on the Final Maturity Date, except that if a Repayment Date would otherwise occur on a day which is not a Business Day, that Repayment Date will instead occur on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
"Required Documents" means the documents described in Schedule 3 {Utilisation Request) and to be attached to the Utilisation Request.
"Sanctions Authority" means: (a) the United States of America; (b) the United Nations Security Council; (c) the European Union; (d) any member state of the European Union; (e) the UK; and (f) the respective governmental institutions and agencies of any of the foregoing including, without limitation, OFAC, the United States Department of State, the US Department of Commerce, the US Department of the Treasury, Her Majesty's Treasury and the Department for International Trade.
"Sanctions Laws and Regulations" means any economic, financial or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority from time to time.
"Screen Rate" means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOROl of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters.
If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
"Social Environment" means elements of the social environment including all, or any, of the following: (a) (b) (c) human rights, including without limitation community, labour and workers' rights and conditions; human health, safety and security including without limitation health, safety and security relating to the community, public and workforce; rights and interests and empowerment of indigenous peoples, ethnic minorities and vulnerable groups; (d) cultural heritage (whether tangible or intangible) and archaeological artefacts; EMEA 121647344 v2 13 (e) continued physical settlement, economic placement and/or livelihood of persons (including in relation to involuntary physical resettlement or economic displacement); and (f) public participation and stakeholder engagement.
"Specified Time" means a day or time determined in accordance with Schedule 8 {Timetables).

"Subsidiary" means, in relation to a company, any other company: (a) which is controlled, directly or indirectly, by the first mentioned company; (b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company; or (c) which is a Subsidiary of another Subsidiary of the first mentioned company.
"Supplier" has the meaning given in paragraph (b) of Clause 11.6 {VAT).

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

"TARGET Day" means any day on which TARGET2 is open for the settlement of payments in euro.
"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Credit" has the meaning given in paragraph (a) of Clause 11.1 {Tax Definitions).

"Tax Deduction" has the meaning given in paragraph (a) of Clause 11.1 {Tax Definitions).

"Tax Payment" has the meaning given in paragraph (a) of Clause 11.1 {Tax Definitions).
"Total Commitments" means the aggregate of the Commitments being EUR [55,000,000] at the date of this Agreement.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.
"Transfer Date" means, in relation to an assignment or a transfer, the later of: (a) (b) th® proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate, and the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

"UK" means the United Kingdom of Great Britain and Northern Ireland.

"Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Finance Documents.

"US" means the United States of America.


"Utilisation" means a utilisation of the Facility.

EMI-:A I2I647.W \2 "Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made.

"Utilisation Request" means a notice substantially in the form set out in Schedule 3 {Utilisation Request).

"Value for Money Audit Report" means a report setting out the results following a value for money audit conducted or to be conducted by PWC in respect of the Project.
"VAT" means value added tax or sales tax and any other tax of a similar nature imposed in any jurisdiction.
1.2 Construction (a) Unless a contrary indication appears, any reference in this Agreement to: (i) the "Agent", the "Arranger", the "Structuring Bank", the "Borrower", any "Finance Party", any "Lender" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents; (ii) "assets" includes present and future properties, revenues and rights of every description; (iii) for the purposes of the definition of "Subsidiary", "control" means: (A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (1) (2) (3) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the company; or appoint or remove all, or the majority, of the directors or other equivalent officers of the company; or give directions with respect to the operating and financial policies of the company or the Borrower, as applicable, which the directors or other equivalent officers of the company are obliged to comply with; or (B) the holding of more than one-half of the issued share capital of the company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); (iv) a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated; (v) a "group of Lenders" includes all the Lenders; (vi) "guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase 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; EMEA 121647344 \ 2 15 (vii) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (viii) a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); (ix) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; (x) a provision of law is a reference to that provision as amended or re-enacted; (xi) a time of day is a reference to London time; (xii) the singular includes the plural and vice versa; (xiii) a gender includes the other gender and the neuter; and (xiv) the words "including", "other", "in particular", "for example" and similar words shall not limit the generality of the preceding words and shall be construed as if they were immediately followed by the words "without limitation".
(b) (c) (d) (e) (f) The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

Section, Clause and Schedule headings are for ease of reference only.
Unless a contrary 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 Agreement.

A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

An E&S Trigger Event is continuing" unless the Agent has determined that it has been remedied.
I 2 Currency symbols and definitions "€", "EUR" and "euro denote the single currency of the Participating Member States.

1.4 Third party rights Subject to Clause 31.2 {AU Lender matters), a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
RMEA 121647 W v2 >6 SECTION 2 THE FACILITY 2.

The Facility 2.1 The Facility Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan facility in the Facility Currency in an aggregate amount equal to the Total Commitments (the "Facility").

2.2 Finance Parties' rights and obligations (a) (b) The obligations of each Finance Party under the Finance Documents are several.
Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.

No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
2.3 Obligations of the Borrower (a) (b) The obligations of the Borrower under this Agreement shall constitute absolute, unconditional and irrevocable financial obligations to the Finance Parties.
Such obligations are independent and separate obligations regardless of any matter affecting the Exporter or the Export Contract including the performance, non-performance, frustration or invalidity of the Export Contract, or the destruction, non-completion, or non-functioning of any of the goods and/or services to be supplied under the Export Contract or the liquidation or bankruptcy of the Exporter or any other person.
Without prejudice to the generality of paragraph (a) above, the Borrower acknowledges that its liability to pay in full any sum payable by it under this Agreement on the due date for payment: (i) is separate from the performance by the Exporter or any other person of their obligations under the Export Contract and any other agreement relating thereto; and shall not be affected in any way by reason of any claim, dispute or defence which the Borrower or the Buyer may have or may consider that it has against the Exporter or any other person.
(ii) 3.

Purpose 3.1 Purpose The Borrower shall apply all amounts borrowed by it under the Facility towards making payments to the Exporter in respect of the Buyer's obligations under the Export Contract, up to a maximum amount equal to the Total Commitments.

F.MEA I2I647.W \2 17 3.2 Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.
Conditions of Utilisation 4.1 Initial conditions precedent (a) The Agent shall not give effect to any Utilisation Request unless: (i) (ii) * the Agent has received all of the documents and other evidence listed in Schedule 2 {Conditions Precedent to Initial Utilisation) in a form and substance satisfactory to the Agent within ninety (90) days of the date of this Agreement or by such later date as the Agent may notify the Borrower; and the Agent has notified the Borrower and the Lenders that the conditions precedent referred to in paragraph (i) above have been satisfied (the "CP Satisfaction Notice").
Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent serves a CP Satisfaction Notice, the Lenders authorise (but do not require) the Agent to give that notification.

The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
The conditions precedent described in Schedule 2 {Conditions Precedent to Initial Utilisation) are for the benefit of the Agent and the Lenders and the Agent may waive any or all of those conditions precedent in whole or in part and decide when and if each of those conditions precedent has been fulfilled to its satisfaction.
(b) (c) 4.2 Further Conditions Precedent (a) Subject to paragraph (b) below, the Lenders shall only be obliged to comply with Clause 5.4 {Lenders' participation) if on the date of the Utilisation Request (if applicable) and on the proposed Utilisation Date: (i) no Default is continuing or would result from the proposed Loan; (ii) (iii) (iv) each of the representations and warranties set out in Clause 16 {Representations) deemed to be made by the Borrower are true; no event described in paragraph (a) of Clause 7.2 {Material Export Contract Change) has occurred; no Sanctions Laws and Regulations would apply to or otherwise affect the receipt by the Borrower or the Exporter (as the case may be) of proceeds from a proposed Loan and or the incurring of debt in relation to a proposed Loan; and (v) it would not be unlawful or contrary to any Sanctions Laws and Regulations applicable to the Lender for the proposed Loan to be made.
(b) Each Lender may, acting at its discretion, decide to make its participation in the proposed Loan available in accordance with Clause 5.4 {Lenders' participation) regardless of: (0 whether the conditions set out in paragraph (a) above have been met; or (ii) the delivery of notice to the Borrower under Clause 19.13 {Acceleration).
1:MF.A I2K)47.W \2 18 (c) If the proposed Loan is made when one or more of the conditions referred to in paragraph (a) above have not been met or after delivery of notice to the Borrower under paragraph (c) of Clause 19.13 (Acceleration), the proposed Loan shall be repayable by the Borrower on demand by the Agent on the instructions of the Majority Lenders.

F.MEA I2IM7344 v2 19 SECTION 3 UTILISATION 5.


Utilisation Request 5.1 Delivery of the Utilisation Request (a) (b) The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time; The Borrower may only deliver a Utilisation Request in order to finance the payment of any outstanding amounts detailed in any invoices issued by the Exporter for any goods supplied or services rendered to the Buyer pursuant to the Export Contract.
5.2 Mandate to the Agent - payment instructions (a) The Borrower hereby irrevocably and unconditionally authorises and instructs the Agent to pay the proceeds of the Utilisation directly to the Exporter on behalf of the Borrower (to the account specified by the Borrower in the Utilisation Request), to be applied by the Exporter in satisfaction of the Buyer's obligations under the Export Contract.
(b) To the extent the Agent pays the proceeds of any Loans directly to the Exporter pursuant to paragraph (a) above and/or Clause 25.3 (Distributions in respect of Utilisations), it shall notify the Borrower that such payments have been made.
5.3 Completion of the Utilisation Request (a) The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (i) (ii) (iii) the proposed Utilisation Date is a Business Day within the Availability Period; the currency of the Loan requested in the Utilisation Request is the Facility Currency; it has attached true copies of the required documents specified in the Utilisation Request in relation to the proposed Loan in form and substance satisfactory to the Agent; (iv) it has been signed by the Borrower's Signatory; and (v) the amount of the proposed Loan is an amount that does not exceed the Available Facility.
(b) (c) Only one Loan may be requested in any Utilisation Request.

Not more than one Utilisation Request may be submitted in any calendar month.

5.4 Lenders' participation (a) (b) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.
The amount of each Lender's participation in each Loan shall be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

P.MKA 121647344 v2 20 (c) The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time.
5.5 Unutilised Commitments The Commitments which, at that time, are unutilised shall be immediately an automatically cancelled at the end of the Availability Period.

EMHA 121647344 v2 21 SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION 6.

Repayment 6.1 Repayment of the Loans (a) The Borrower shall repay the Loans made to it in full in ten (10) equal and consecutive semi annual instalments with each instalment due and payable on each Repayment Date.
Each such repayment instalment shall be one tenth of the total of the Loans borrowed by the Borrower as at close of business in London on the last day of the Availability Period.

(b) Without prejudice to paragraph (a) above, the Borrower shall ensure that the Loans made to it are repaid in full on or before the Final Maturity Date.

6.2 Reborrowing The Borrower may not re-borrow any part of the Facility which is repaid.

7.
Prepayment and Cancellation 7.1 Illegality If, in any applicable jurisdiction, it is or becomes unlawful for any Lender (including, without limitation, as a result of Sanctions Laws and Regulations applicable to that Lender) to maintain its participation in the Loans: (a) that Lender shall promptly notify the Agent upon becoming aware of that event; (b) (c) upon the Agent notifying the Borrower of that event, the Available Commitment of that Lender will be immediately cancelled; and to the extent that the Lender's participation has not been transferred pursuant to paragraph (b) of Clause 7.6 {Right of replacement in relation to a single Lender) the Borrower shall repay that Lender's participation in the Loans on the first Interest Payment Date occurring after the Agent has so notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent pursuant to paragraph (a) above (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be cancelled in the amount of the participations repaid.
7.2 Material Export Contract Change If a Material Export Contract Change is made without the prior written consent of the Agent: (a) (b) the Lenders shall not be obliged to fund the Utilisation; and if the Majority Lenders so require, the Agent shall, by not less than five (5) Business Days notice to t e Borrower, cancel the Total Commitments and declare the Loans, together with accrued interest, and all other amounts accrued under the Finance Documents lately due and payable, whereupon the Total Commitments will be cancelled an a such outstanding amounts will become immediately due and payable.
FzMfzA I2I6J7.M-1 v2 22 7.3 Mandatory Prepayment - E&S Incident If an E&S Incident occurs pursuant to paragraph (a)(iv) of Clause 18.12 {E&S Trigger Events) or is deemed to be incapable of remedy pursuant to paragraph (b) of Clause 18.12 {E&S Trigger Events): (a) the Lenders shall not be obliged to fund the Utilisation; and (b) if the Majority Lenders so require, the Agent shall, by not fewer than five (5) Business Days' notice to the Borrower, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.
7.4 Voluntary cancellation The Borrower may not cancel the whole or any part of the Available Facility, unless otherwise agreed by the Agent.
7.5 Voluntary prepayment of the Loans (a) (b) (c) Subject to paragraph (b) below, the Borrower may, if it gives the Agent not less than fifteen (15) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loans (but, if in part, being an amount that reduces the amount of the Loans by a minimum amount of three million euro (EUR 3,000,000)).
The Loans may only be prepaid on a Repayment Date falling after the last day of the Availability Period (or if earlier, the day on which the Available Facility is zero).

Any prepayments made under this Clause 7.5 shall satisfy the Borrower's obligations under Clause 6.1 {Repayment of the Loans) in inverse chronological order of the Repayment Dates.
7.6 Right of replacement in relation to a single Lender (a) If: (i) (other than in respect of any withholding tax payable under Ghanaian law as at the date of this Agreement) any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 11.2 {Tax gross up): or (ii) any Lender claims indemnification from the Borrower under Clause 11.3 {Tax indemnity) or Clause 12.1 {Increased Costs), the Borrower may, with the prior written consent of the Agent, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of its intention to replace that Lender in accordance with paragraph (b) below.
(b) If: (i) (ii) any of the circumstances set out in paragraph (a) above apply to a Lender; or the Borrower becomes obliged to oav any amount in accordance with Clause 7.1 (Illegality) to any Under, EMEA 121647344 v2 23 the Borrower may, on not less than fifteen (15) Business Days' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 20 {Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 20 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 20.9 (Pro rata interest settlement)).
Break Costs and other amounts payable in relation to such participation under the Finance Documents.
(c) The replacement of a Lender pursuant to paragraph (b) above shall be subject to the following conditions: (i) (ii) (iii) (iv) the Borrower shall have no right to replace the Agent; neither the Agent nor any Lender shall have any obligation to find a replacement Lender; in no event shall the Lender replaced under paragraph (b) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (b) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws in relation to that transfer.
(d) A Lender shall perform the checks described in paragraph (c)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (b) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
7.7 Restrictions (a) (b) (c) (d) (e) (f) (g) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

The Borrower may not reborrow any part of the Facility which is prepaid.

The Borrower shall not repay or prepay all or any part of the Loans except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
If the Agent receives a notice under this Clause 7, it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

If all or part of any Lender's participation in the Loans is repaid or prepaid an amount of that Lender's Commitment (equal to the amount of the participation which is hMF.A I2lft47144 vJ!

24 repaid or prepaid) shall be deemed to be cancelled on the date of such repayment or prepayment.
7.8 Application of prepayments Any prepayment of the Loans pursuant to Clause 7.5 {Voluntary prepayment of the Loans) shall be applied pro rata to each Lender's participation in the Loans.

EMEA 121647344 v2 25 SECTION 5 COSTS OF UTILISATION 8.

Interest 8.1 Calculation of interest The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and (b) EURIBOR.
8.2 Payment of interest The Borrower shall pay accrued interest on each Loan on each Interest Payment Date.
8.3 Default interest (a) If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent (2%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).
Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Agent.
(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not an Interest Payment Date: (i) (ii) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent (2%) per annum higher than the rate which would have applied if the overdue amount had not become due.
(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4 Notification of rates of interest (a) (b) The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

The Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.
8.5 Interest Periods (a) Each Interest Period of a Loan shall be: (i) before the First Repayment Date, each successive period of six (6) months, calculated from the date of initial Utilisation up to the First Repayment Date; and F.MF.A I2IM7.14-I v2 26 (ii) after the First Repayment Date, each successive period of six (6) months, calculated from the First Repayment Date to the Final Maturity Date.
(b) (c) Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.
Notwithstanding the provisions of this Clause 8.5, the first Interest Period for each Loan will end on the same day as the current Interest Period applicable to any existing Loan, provided that the first Interest Period for a Loan which is utilised less than thirty (30) days prior to the date on which the Borrower would otherwise be required to pay interest in accordance with Clause 8.2 {Payment of interest) in respect of all other Loans outstanding shall end on the last day of the next Interest Period applicable to such other Loans.
(d) If the First Repayment Date were to fall within an Interest Period of a Loan, the Interest Period for that Loan shall be shortened, to end on the First Repayment Date, with each subsequent Interest Period for that Loan being in accordance with paragraph (a)(ii) above.

(e) If two or more Interest Periods end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.
8.6 Non-Business Days If an Interest Period would otherwise end on a day which is not 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 (if there is not).

9.
9.

Changes to the Calculation of Interest 9.1 Unavailability of Screen Rate (a) If no Screen Rate is available for EURIBOR for the Interest Period of a Loan, the applicable EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of lhat Loan.

(b) If paragraph (a) above applies but there is no reasonably applicable EURIBOR for a Loan, then Clause 9.3 (Cost of funds) shall apply to that Loan for that Interest Period.
9.2 Market disruption If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty-three per cent (33%) of that Loan) that the cost to it of funding its participation in a Loan from whatever source it may reasonably select would be in excess of EURIBOR then Clause 9.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.
9.3 Cost of funds (a) If this Clause 9.3 applies, the rate of interest on each Lender's share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of: (i) (ii) the Margin; and the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses a.s a percentage rate per annum the cost to the relevant EMEA 121647.144 vj 27 Lender of funding its participation in that Loan from whatever source it may reasonably select.
(b) (c) (d) If this Clause 9.3 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior written consent of all the Lenders and the Borrower, be binding on all Parties.
If this Clause 9.3 applies but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.
9.4 Break Costs (a) The Borrower shall, within fifteen (15) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than an Interest Payment Date for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

10.
10.

Fees 10.1 Commitment fee (a) (b) The Borrower shall pay to the Agent (for the account of each Lender) a fee computed at the rate of one per cent (1.00%) per annum on that Lender's Available Commitment for the Availability Period.
The accrued commitment fee is payable in arrears on the last day of each successive period of six (6) months after the date of this Agreement, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

10.2 Structuring fee The Borrower shall pay to the Agent (for the account of the Structuring Bank) a structuring fee in the amount and at the times agreed in the Fee Letter.
10.3 Arrangement fee The Borrower shall pay to the Agent (for the account of the Arranger) an arrangement fee in the amount and at the times agreed in the Fee Letter.

KMRA I2I6J7M.I v2 TO ADDITIONAL PAYMENT OBLIGATIONS SECTION 6 11.
Tax Gross Up and Indemnities 11.1 Tax 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 Credit" means a credit against, relief or remission for, or repayment of any Tax; "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; and "Tax Payment" means either the increase in a payment made by the Borrower to a Finance Party under Clause 11.2 {Tax gross up) or a payment under Clause 11.3 (Tax indemnity).
(b) Unless a contrary indication appears, in this Clause 11 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

11.2 Tax gross up (a) (b) (c) (d) The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly.

Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender.

If the Agent receives such notification from a Lender it shall notify the Borrower.
If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
If a Tax Deduction is required to be made by the Borrower by law, the Borrower shall: (i) (ii) pay directly to the relevant authorities the full amount of the Tax Deduction; promptly forward to the Agent for each affected Finance Party an official receipt or other documentation evidencing such payment to such authority; and make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(iii) EMEA 121647344 vj 29 11.3 Tax indemnity (a) The Borrower shall (within fifteen (15) Business Days of demand by the Agent) pay to a Protected Party 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 account of Tax by that Protected Party in respect of a Finance Document provided that such loss, liability or cost it documented.
(b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or (ii) to the extent a loss, liability or cost.
(A) is compensated for by an increased payment under Clause 11.2 (Tax gross up)i or (c) (d) (B) relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

A Protected Party shall, on receiving a payment from the Borrower under this Clause 11.3, notify the Agent.
11.4 Tax Credit If the Borrower makes a Tax Payment and the relevant Finance Party determines that: (a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a ax Deduction in consequence of which that Tax Payment was required' and that Finance Party has obtained and utilised that Tax Credit, '°.
'lie Borrower which that Finance Party the Finance Parly sha" determinrwufleave h (aft®'" '"at Payment) m the same after-Tax position as it would have bew in had the Tax Payment not been required to be made by the Borrower.

(b) jj 11.5 Stamp taxes rj,.

The Borrower .shall pay and.

Finance Party against any stamp duty, registration ano ^ if applicable.

.
within fifteen (15) Business Days of demand, indemnify each jaxes payable in respect of any Finance Document, EMEA 121647344 v2 30 11.6 VAT (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party shall pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to that Party).
(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration); (i) (ii) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT; and (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
(d) (0 The Recipient must (where paragraph (b)(i) above 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 that supply.
Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such pit thereof as represents VAT, save to the extent that such reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
Anv reference in this Clause 11.6 to any Party shall, at any time when such P^y is treated i a member of a group for VAT purposes, include (where appropnate and unlei the context otherwise requires) a reference to the representative member of member to have the same meaning unless tne coi such group at such time (the term represenitu as in the Value Added Tax Act 1994).
o Finance Party to any Party under a Finance Jhat Party must promptly In relation to any supply made by a Document, if reasonably requested by such ^ party's VAT registration and such provide such Finance arty wi connection with such Finance Party's other information as is reasonably requested , VAT reporting requirements in relation to sucn PF y- (e) e ai ^ (f) m 1 EMF.A 121647.144 v2 31 11.7 FATCA Information (a) Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party: (i) confirm to that other Party whether it is: (A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party; (ii) (iii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and supply to that other Party such forms, 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 regime.
If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party 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 constitute a breach of: (i) any law or regulation, any fiduciary duty; or any duty of confidentiality.
(ii) (iii) If a Party fails to confirtu 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 (a)(u) above (including, for the avoidance of doubt, where paragraph (c) above appli^^)' ^uch Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party m question provides the requested confirmation, forms, documentation or other information.
If the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of the date of a request from the Agent, supply to the Agent: (i) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or (i\\ nnv withholding statement or other document.

Authorisation or waiver as the Aopnt may reqnit® to certify or establish the status of such Lender under fItCA or that other law or regulation.
u_ii provide any withholding certificate, withholding statement, waiver it receives from a Lender pursuant to ^ ^ / thnrisati^'^ document, Au^^^ference source not found, above to the Borrower, paragraph Error.

^ j- a .

If any withholding waiver provided to withholding statement, document.

Authorisation or ^ Lender pursuant to paragraph Error!
Reference Ag^'^^ 32 (b) (c) (d) (e) (g) EMEA 121647.144 v2 source not found, above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document.

Authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent).

The Agent shall provide any such updated withholding certificate, withholding statement, document.
Authorisation or waiver to the Borrower.

(h) The Agent may rely on any withholding certificate, withholding statement, document.

Authorisation or waiver it receives from a Lender pursuant to p^agraph Error!

Reference source not found, or (f) above without further verification.

The Agent shall not be liable for any action taken by it under or in connection with paragraphs Error!

Reference source not found., (e) or (f) above.


11.8 FATCA Deduction (a) (b) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
Each Party shall promptly, upon becoming aware that it must rnake a FATCA Deduction (or that there is any change in the rate or the basis of such FA C Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the ot er mance Parties.

12.
12.

Increased Costs 12 1 Iiicrc3scci Costs Subjec.toC,ausel2.3(£.«« (;) ,he introduction demand by the Agen pay for the account of ^ li^ation of) any law or Costs incun^ by that Finance Party or any of of or any change m (or m the interpretation.
0^^ "f^^de after the date of this Agreement regulation or (ii) compliance with any law or regulation ni including the implementation or application of, or compu any law or regulation that implements or applies Basel IH or Aff ^ In this Agreement "Increased Costs" means: j • • , a reduction m the rate of return from tne its Affiliate's) overall capital; ... (i) r m the Facility or on a Finance Party s (or (ii) an additional or increased cost; or (ill) a reduction of any amount due and which is incurred or suffered by a extent that it is attributable to that tn Commitment or funding or performing Document.
^ navable under any Finance Document, Affiliates to the p^^g^ce Party having entered into its Qjjjjgations under any Finance 12.2 Increased Cost claims (a) A Finance Party intending to make a clainri pd shall notify the Agent of the event giving rise to shall promptly notify the Borrower.
uant to Clause 12.1 {Increased Costs) following which the Agent KMEA l2l6W44v2 33 (b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.
12.3 Exceptions Clause 12.1 {Increased Costs) does not apply to the extent any Increased Cost is: (a) attributable to a Tax Deduction required by law to be made by the Borrower; (b) attributable to a FATCA Deduction required to be made by a Party; (c) compensated for by Clause 11.3 {Tax indemnity) (or would have been compensated for under Clause 11.3 {Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 11.3 {Tax indemnity) applied); or (d) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.
13.
Other Indemnities 13.1 Currency indemnity (a) If any sum due from the Borrower under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency in which that Sum is payable (the "First Currency") into another currency (the "Second Currency") for the purpose of: (i) (ii) making or filing a claim or proof against the Borrower; or obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, the Borrower shall as an independent obligation, within fifteen (15) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
13.2 Other indemnities The Borrower shall within fifteen (15) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) (c) a failure by the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 24 {Sharing Among the Finance Parties)', funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or KMEA 121647.144 v2 34 (d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.
13.3 Indemnity to the Agent (a) The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default; (ii) (iii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.
(b) The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.

14.
Mitigation by the Lenders 14.1 Mitigation (a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 {Illegality), Clause 11 {Tax Gross Up and Indemnities) (other than in respect of any withholding tax payable under Ghanaian law as at the date of this Agreement) or Clause 12.1 {Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
(b) Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

14.2 Limitation of liability The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 {Mitigation).

15.
15.

Costs and Expenses 15.1 Transaction expenses The Borrower shall promptly on demand pay the Agent, the Arranger and the Structuring Bank the amount of all costs and expenses (including agreed legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of: (a) the Finance Documents and any other documents referred to in the Finance Documents; and (b) any other Finance Documents executed after the date of this Agreement.
EMEA 121647344 v2 35 15.2 Amendment costs If the Borrower requests an amendment, waiver or consent in respect of a Finance Document or an amendment is required pursuant to Clause 25.10 {Change of currency), the Borrower shall, within fifteen (15) Business Days of demand reimburse the Agent for the amount of all costs and expenses (including agreed legal fees (pre-agreed at the relevant time)) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.
15.3 Enforcement costs The Borrower shall, within fifteen (15) Business Days of demand, pay to the Agent the amount of all costs and expenses (including legal fees) incurred by the Agent or any Lender (for the account of the Agent or the relevant Lender, as appropriate), in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

h.VlI'A l2IM7U4v2 36 SECTION 7 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 16.
Representations The Borrower makes the representations and warranties set out in this Clause 16 to each Finance Party on the date of this Agreement.

16.1 Binding obligations The obligations expressed to be assumed by: (a) it in each Finance Document; and (b) the Buyer in the Export Contract are legal, valid, binding and enforceable obligations.
16.2 Non-conflict with other obligations The entry into and performance by it and the Buyer of, and the transactions contemplated by, the Finance Documents and the Export Contract do not and will not conflict with: (a) any Applicable Law; (b) any agreement or other instrument, international agreement or treaty to which it or the Buyer is a party or which is binding upon it or the Buyer or any of their assets or constitute a default or termination event (howsoever described) under any such agreement or instrument, international agreement or treaty.
16.3 Power and authority (a) (b) (c) (d) It has obtained the necessary parliamentary approvals from the Parliament of Ghana to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.
No limit on its powers will be exceeded as a result of the borrowing or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

The Buyer has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Export Contract and the transactions contemplated by the Export Contract.
All public procurement rules which are applicable to the Borrower's entry into and the exercise of its rights and performance of its obligations under the Finance Documents to which it is a party have been complied with.
16.4 Validity and admissibility in evidence (a) All Authorisations and other acts, conditions and things required or desirable: (i) (ii) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; to enable the Buyer lawfully to enter into, exercise its rights and comply with its obligations in the Export Contract; (iii) to ensure that the obligations expressed to be assumed by the Borrower in the Finance Documents are legal valid, binding and enforceable; F.MRA 121647.144 v2 37 (iv) (v) to ensure that the obligations expressed to be assumed by the Buyer in the Export Contract are legal valid, binding and enforceable; to make the Finance Documents to which it is a party admissible in evidence in Ghana; and (vi) to make the Export Contract admissible in evidence in Ghana; have been obtained or effected and are in full force and effect.
(b) (c) (d) All public procurement rules in Ghana that are applicable to its entry into and the exercise of its rights and performance of its obligations under the Finance Documents to which it is a party have been complied with.

All public procurement rules in Ghana that are applicable to the Buyer's entry into and the exercise of its rights and performance of its obligations under the Export Contacts to which it is a party have been complied with.
Except for those which have been obtained as of the date of this Agreement, no further Authorisation is required to effect free acquisition and transfer of Euro necessary to discharge each of: (i) (ii) the Borrower's obligations under the Finance Documents to which it is party in the manner and at the place provided therein; and the Buyer's obligations under the Export Contract in the manner and at the place provided therein.
16.5 Governing law and enforcement (a) The choice of English law as the governing law of the Finance Documents and all non-contractual obligations arising from or connected with them will be recognised and enforced in Ghana.

(b) Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in Ghana.

16.6 Deduction of Tax Other than the Ghanaian Tax Deduction, it is not required to make any Tax Deduction in Ghana.
16.7 No flling or stamp taxes Under the laws of Ghana it is not necessary that each of the Finance Documents and the Export Contract be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to each of the Finance Documents and the Export Contract or the transactions contemplated by each of the Finance Documents and the Export Contract (other than nominal or exempt stamping of the Finance Documents under the Stamp Duty Act, 2005 (Act 689) (Ghana)).
16.8 No Default (a) (b) No Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.
No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event EMEA 121647344 v2 38 (however described) under any other agreement or instrument which is binding on it or to which its assets are subject which has or might have a Material Adverse Effect.
16.9 No misleading information All factual information provided by or on behalf of the Borrower (including by its advisers) to a Finance Party in relation to the Facility was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.
16.10 Budgets and forecasts All budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.

16.11 No breach of laws It has not breached any Applicable Law which would, if breached, materially impair its ability to perform its obligations under the Finance Documents.
16.12 Pari passu ranking Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors.

16.13 Security and External Financial Indebtedness (a) None of the Borrower's External Financial Indebtedness is secured by any Security or Quasi-Security on or with respect to any Borrower's Public Assets other than any Permitted Security.
(b) It is not in breach or default under any agreement related to External Financial Indebtedness which is binding on it or any of its assets.
16.14 Licences (a) It is not necessary under the laws of Ghana: (i) (ii) in order to enable any Finance Party to enforce its rights under any Finance Document; or by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in Ghana.
(b) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in Ghana by reason only of the execution, performance and/or enforcement of any Finance Document.
16.15 Immunity (a) It is not entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process in any proceedings taken in the Republic of Ghana in relation to the Finance Documents except in respect of: (i) property or assets used by a diplomatic or consular mission of the Borrower; EMI-A 121647344 \2 39 (ii) (iii) property or assets of a military character and under the control of a military authority or defence agency of the Borrower; property, assets and infrastructure located in Ghana and dedicated to a public or governmental use (as distinct from property, assets or infrastructure dedicated to a commercial use) by the Borrower; or (iv) petroleum assets protected in the Petroleum Revenue Management Act, 2011 (Act 815 as amended).
16.16 Private and commercial acts Its execution of the Finance Documents to which it is a party constitutes, and the exercise of its rights and performance of its obligations thereunder will constitute, private and commercial acts done and performed for private and commercial purposes.
16.17 No proceedings pending or threatened No litigation, arbitration or administrative proceedings or investigations of, or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it.

16.18 E&S representations (a) There are no subsisting E&S Trigger Events.
(b) As far as it is aware, neither it nor the Buyer has omitted to provide the Agent with any information in its possession relating to the Environment which, had it been provided, would have resulted in any environmental and/or social report investigation, audit or assessment being materially inaccurate or incomplete, and all information provided to the Agent is, to the best of its knowledge, correct and up-to-date.
(c) There are no subsisting E&S Claims, and having made all reasonable enquiries, it is not aware of the threat of any E&S Claims with the exception, in either case, of any which are frivolous or vexatious and which it reasonably believes will be discharged, stayed or dismissed within sixty (60) days of commencement.

(d) There are no subsisting or pending E&S Investigations.
16.19 Compliance with laws Both the Borrower and the Buyer conduct themselves in compliance with all Applicable Laws to which they are subject (including without limitation with all applicable sanctions, anti-bribery, corruption and anti-money laundering laws) and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
16.20 Sanctions Laws and Regulations Neither the Borrower nor the Buyer and, to the best of our knowledge, no minister, director, officer, employee, agent, contractor or controlled affiliate of the Borrower or the Buyer is subject to any Sanctions Laws and Regulations or domiciled or registered in or operating from a sanctioned country.
16.21 Anti-Bribery, Corruption and Money Laundering Laws (a) Neither the Borrower, its departments, ministries or agencies, nor, to the best of the Borrower's knowledge, any minister, director, officer, employee, or anyone acting on behalf of the Borrower or its departments, ministries or agencies has engaged in any FMEA I2IM7344 v2 40 (b) (c) (d) activity which would constitute an offence under any applicable anti-bribery, corruption law, anti-money laundering law or legally binding regulation.
To the best of the Borrower's knowledge and belief, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Borrower or its departments, ministries or agencies, or any of their ministers, directors, officers, employees or anyone acting on their behalf in relation to an offence under any applicable anti-bribery, corruption law, anti-money laundering law or legally binding regulation.
The Borrower, its departments, ministries or agencies has/have instituted and will maintain and enforce policies and procedures designed to ensure compliance with applicable anti-bribery, corruption law, anti-money laundering law or legally binding regulations.
The Borrower will not directly or indirectly use, lend or contribute the proceeds raised under the Agreement for any purpose that would constitute an offence under any applicable anti-bribery, corruption law, anti-money laundering law or legally binding regulation.

16.22 Moratorium No moratorium has been or may in the reasonably foreseeable future be declared in respect of the Borrower's External Financial Indebtedness.
16.23 IMF Ghana is a member in good standing and eligible to use the resources of the IMF and the IBRD and is able to draw or make use of funds available to it under any IMF or IBRD funding programme and no such programme has been cancelled or suspended.

16.24 Status The Borrower has the power to own its assets and carry on its business as it is being conducted.
16.25 Repetition Each of the representations and warranties set out in this Clause 16 are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and each Interest Payment Date.

17.

Information Undertakings The undertakings in this Clause 17 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
17.1 Information The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests): (a) (b) promptly following its presentation to Parliament the Annual Budget Statement and Economic Policy; promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings v/hich are current, threatened or pending against any EMEA 121647S44\2 41 (c) (d) Government Authority of Ghana, and which might, if adversely determined, have a Material Adverse Effect; promptly, such further information regarding any Government Authority of Ghana or other material provided by the Borrower under this Agreement) as any Finance Party (through the Agent) may reasonably request; promptly, written confirmation from the Borrower that neither the Borrower nor the Buyer and, to the best of its knowledge, no minister, director, officer, employee, agent, contractor or controlled affiliate of the Borrower or the Buyer is subject to any Sanctions Laws and Regulations or domiciled or registered in or operating from a sanctioned country; and (e) promptly, such information that any Finance Party is required to provide to any regulatory authority or similar body in relation to the Facility.
17.2 Notincation of default (a) (b) The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by the Borrower's Signatory on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
17.3 Use of websites (a) The Borrower may satisfy its obligation under this Agreement to deliver any information by po.sting this information onto an electronic website designated by the Borrower and the Agent (the "Designated Website") if: (i) (ii) both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and the information is in a format previously agreed between the Borrower and the Agent.
(b) (c) Notwithstanding paragraph (a) above, the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it pursuant to this Agreement.

The Agent shall supply each Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.
(d) The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if: (i) the Designated Website cannot be accessed due to technical failure; (ii) 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 and the exact address at which such new information can be found and any relevant password specifications for that exact address; (iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or H.MEA 121647344 v2 42 (v) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.
(e) (f) (g) If the Borrower notifies the Agent under paragraphs (d)(i) or (d)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.
Any Lender may request, through the 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.
For the avoidance of doubt, nothing in this Clause 17.3 shall be construed as releasing the Borrower from any of its obligations to deliver any information expressed as required to be delivered by the Borrower to any of the Finance Parties pursuant to this Agreement.
17.4 "Know your customer" checks (a) If: (i) the introduction of or any change in (or in the interpretation, administration or application ofj any law or regulation made after the date of this Agreement; (ii) a change in a Finance Party's internal practices and procedures relating to "know your customer" checks; (iii) any change in the status of the Borrower after the date of this Agreement; (iv) any change to the persons authorised to act on behalf of the Borrower; (v) any change in any law or regulations applicable to the Borrower; or (vi) a proposed assignment or transfer by a Lender of any of its rights or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer, obliges the Agent or any Lender (or, in the case of paragraph (vi) above, any prospective new Lender) to comply with "know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (vi) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (vi) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable law and/or as required under a Finance Party's internal practices and procedures pursuant to the transactions contemplated in the Finance Documents.
Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied (b) EMEA 121647344 v2 43 with all necessary "know your customer" or other similar checks under all applicable law pursuant to the transactions contemplated in the Finance Documents.
17.5 Notifications relating to the Export Contract The Borrower shall promptly notify the Agent if it becomes aware that; (a) (b) (c) a Material Export Contract Change has been made without the prior written consent of the Agent or is proposed to be made; a termination or suspension lasting fifteen (15) Business Days or more has occurred under the Export Contract; or any disputes or the commencement of arbitration or other legal proceedings in connection with the Export Contract have occurred.

18.
18.

General Undertakings The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
18.1 Authorisations The Borrower shall promptly: (a) obtain, comply with and do all that is necessary to maintain in full force and effect; and (b) supply certified copies to the Agent of, any Authorisation required under any Applicable Law to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in Ghana.
18.2 Compliance with laws The Borrower shall comply in all respects with Applicable Laws, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.
18.3 Negative pledge (a) The Borrower shall not and shall ensure that no other Government Authority of Ghana will create or permit to subsist any Security over Public Assets securing the payment of the Borrower's External Financial Indebtedness, unless at the same time or prior thereto, it or such Government Authority (as applicable) secure the Loans equally and rateably with such Security or provide such other arrangement (whether or not comprising Security) as is satisfactory to the Agent.
(b) The Borrower shall not (and shall ensure that no other Government Authority of Ghana will): (i) sell, transfer or otherwise dispose of any of its Public Assets on terms whereby they are or may be leased to or re-acquired by the Borrower or any other Government Authority of Ghana; (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; KMEA I2IW7.W O 44 (iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising financial indebtedness or of financing the acquisition of an asset.
(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi Security, listed below: (i) (ii) (iii) any Security or Quasi-Security listed in Schedule 6 {Existing Security) except to the extent the principal amount secured by that Security or Quasi-Security exceeds the amount stated in Schedule 6 (Existing Security)', any netting or set-off arrangement entered into by the Borrower or any other Government Authority of Ghana in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by the Borrower or any other Government Authority of Ghana for the purpose of: (A) hedging any risk to which the Borrower or any other Government Authority of Ghana is exposed in its ordinary course of government; or (B) its interest rate or currency management operations which are c^ed out in the ordinary course of government and for non-specu ative purposes only, excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction; (iv) (v) any lien arising by operation of law; any Security or Quasi-Security over or affecting any Public Asset the Borrower or any other Government Authority of Ghana after e this Agreement if: (A) the Security or Quasi-Security was not created in the acquisition of that Public Asset by the Borrower o Government Authority of Ghana; (B) the principal amount secured has not been increased in of or since the acquisition of that Public Asset by the any other Government Authority of Ghana; and (C) the Security or Quasi-Security is removed or discharged within (6) months of the date of acquisition of such asset; (vi) any Security or Quasi-Security arising under any purchase or conditional sale arrangement or arrangements effect in respect of goods supplied to the Borrower or any Authority of Ghana in the ordinary course of supplier's standard or usual terms and not arising as
 a result oi omission by any member of the Borrower or any Governmen Ghana; y default or RMKA 121647344 • 45 (vii) any Security upon property incurred solely for the purpose of financing the acquisition or construction of such property; or (viii) any Security incurred in connection with any Project Financing, provided that such Security applies solely to (A) properties which are the subject of such Project Financing and/or (B) revenues or claims which arise from the insurance proceeds of such Project Financing or the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties.
18.4 Budget and Funding The Borrower shall include all amounts due and payable or that will fall due and payable to the Finance Parties under the Finance Documents during a calendar year in its annual budget statements for that calendar year and shall ensure that each annual budget statement will not place any restriction on the ability of the Borrower to meet its obligations under the Finance Documents.
18.5 Compliance with Applicable Laws The Borrower shall (and shall ensure that the Buyer shall): (a) comply with Applicable Laws to which they are subject (including without limitation all sanctions, applicable anti-bribery, corruption and anti-money laundering laws); and (b) maintain policies and procedures designed to promote and achieve compliance with such laws.
18.6 Taxation If applicable, the Borrower shall ensure that the Buyer will pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that: (a) (b) (c) such payment is being contested in good faith, in which case at least 30% of such Taxes shall be paid; adequate reserves are being maintained for those Taxes and the costs required to contest them; and such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.
18.7 Compliance with Export Contract The Borrower shall ensure that the Buyer will: (a) (b) comply in all material respects with its obligations under, and in the manner and at the times provided in the Export Contract; and not repudiate or evidence an intention to repudiate the Export Contract nor take nor omit to take any action that might result in any default on any of its payment or other material obligations under the Export Contract.
18.8 Insurance The Borrower shall ensure that the Buyer will: EMKA 121647144 v2 46 (a) procure that any goods and/or services to be supplied under the Export Contract will be insured to the satisfaction of the Agent against the risk of loss or damage in accordance with normal commercial practice for similar contracts until final acceptance of those goods and/or services under the Export Contract; and (b) produce to the Agent (from time to time at the Agent's request) evidence that such insurance has been effected and maintained.
18.9 E&S Self-Monitoring Reports (a) The Borrower shall procure that the Buyer or during Construction the Exporter will provide a report to the Agent in form and substance acceptable to the Agent at the times set out in paragraph (b) below, containing the following: (i) a statement that (and details of how): (A) (in respect of the first E&S Self-Monitoring Report) all E&S Obligations (including obligations of the Buyer) have been fulfilled since the date of this Agreement; and (B) (in respect of each subsequent E&S Self-Monitoring Report) all E&S Obligations (including obligations of the Buyer) in the period since the most recent E&S Self-Monitoring Report have been fulfilled, or, if it is not able to make such a statement, a disclosure of the E&S Obligations that have not been fulfilled providing full details of such occurrence and any planned mitigation; (ii) details of any E&S Investigations or E&S Claims subsisting at that time; and (iii) any other matter pertaining to the Environment in respect of the Project.
(b) The Borrower shall procure that the Buyer will provide an E&S Self-Monitoring Report within ten (10) Business Days of the end of: (i) (ii) each six (6) month period during the Construction Phase; and each twelve (12) month period from the commencement of the Operations Phase.
(c) If an E&S Trigger Event has occurred and is continuing, the Agent may require the Borrower to, or to procure that the Buyer provide E&S Self-Monitoring Reports on the corrective actions being taken in respect of that E&S Trigger Event upon request or at such intervals as it may require.
18.10 Information regarding E&S Investigations or E&S Claims The Borrower shall procure that the Buyer shall as soon as practicable and in any case no later than ten (10) Business Days after the (i) receipt by or on behalf of the Buyer of any notice of or (ii) becoming aware of: (a) any E&S Investigation; or (b) any E&S Claim, notify the Agent of such notice or of becoming so aware and provide full written details of such E&S Investigation or E&S Claim to the Agent.
EMEA 121647344 v2 47 18.11 E&S Incidents If an E&S Incident occurs, the Borrower shall procure that the Buyer will: (a) take, or procure the taking of, all such actions and measures required to immediately address the adverse impacts of that E&S Incident; and (b) as soon as possible, but in any event no later than: (i) five (5) Business Days, where the E&S Incident relates to an incident described in paragraph (c) of the definition of E&S Incident; or (ii) ten (10) Business Days in respect of any other type of E&S Incident, notify the Agent of its occurrence and provide full written details of it to the Agent.
18.12 E&S Trigger Events (a) Upon the Agent being notified under Clause 18.11 {E&S Incidents), or following receipt of an E&S Self-Monitoring Report, or following a site visit or through some other means that an E&S Trigger Event has occurred (notified to it), in consultation with the Borrower, it may: (i) (ii) determine that the E&S Trigger Event can be remedied by the Buyer pursuant to the relevant E&S Management Plan and that the Borrower procure that the Buyer shall provide process reports to the Agent in the E&S Self-Monitoring Reports in accordance with Clause 18.9 {E&S Self-Monitoring Reports)', require the Borrower to procure that the Buyer produce a Corrective Action Plan, in which case the Buyer shall, as soon as practicable following such request but in any event within fifteen (15) Business Days of such request, provide a draft Corrective Action Plan for that E&S Trigger Event to the Agent for its acceptance; (iii) agree with the Borrower such other cause of action to remedy the E&S Trigger Event; or (iv) declare that such E&S Trigger Event is incapable of remedy.
An E&S Trigger Event will be deemed incapable of remedy to the extent that the Agent notifies the Borrower that (i) the E&S Trigger Event is incapable of remedy or (ii) has not accepted a form of Corrective Action Plan within six (6) months of the request in paragraph (a)(ii) above.
Following a request by the Agent to provide a draft Corrective Action Plan in accordance with paragraph (a)(ii) above and pending acceptance by the Agent of any draft Corrective Action Plan, the Borrower shall procure that the Buyer shall take or procure the taking of all such actions and measures to immediately address the adverse impacts of the relevant E&S Trigger Event, including such actions or measures as are required by any draft Corrective Action Plan in accordance with the timescales set out in that draft Corrective Action Plan.
If the Agent does not accept the draft Corrective Action Plan pursuant to paragraph (a)(ii) above, the Agent shall indicate to the Borrower in which areas the draft plan is deficient and the time period within which a revised draft Corrective Action Plan shall be re-submitted to the Agent for its acceptance.

In revising the draft Corrective Acfion Plan, the Borrower shall procure that the Buyer shall consult with and take any views of the Agent fully into account.
The revised draft Corrective Action Plan shall be re-submitted to the Agent in this manner until such time as the (b) (c) (d) F.MRA l2lft473J4 vi 48 draft Corrective Action Plan is accepted by the Agent.

A draft Corrective Action Plan shall be deemed to have been accepted by the Agent thirty (30) Business Days after its submission unless the Agent advises the Borrower otherwise.
(e) (f) (g) After acceptance of the Corrective Action Plan, the Borrower shall procure that the Buyer shall take or procure the taking of all such actions and measures as are required by the Corrective Action Plan in accordance with the timescales set out therein.
Every three (3) months from the date on which a Corrective Action Plan is accepted, the Borrower shall procure that the Buyer will provide the Agent with a supplemental E&S Self-Monitoring Report on the implementation of that Corrective Action Plan, and shall provide a final report to the Agent on completion of the Corrective Action Plan, each such report to be in a form and substance acceptable to the Agent.
To the extent that an E&S Trigger Event is not remedied within the timescales set out in the relevant Corrective Action Plan, the Agent may require the Borrower to produce a new Corrective Action Plan in accordance with the procedures set in this Clause 18,12.
18.13 Site visits (a) The Borrower shall procure that the Buyer will at the request of the Agent, arrange for and ensure access to a site visit to the Project by the Agent or its nominated representative or the lESC: (i) (ii) at any time while a Corrective Action Plan is in place or when a Default has occurred and is continuing; and for the purpose of monitoring the performance of the E&S Obligations (other than compliance with a Corrective Action Plan), (A) in the case of the Agent or its nominated representative at least once in each twelve (12) month period; and (B) in the case of the lESC, at least every 6 months during the Construction Phase and 12 months during the Operations Phase.
(b) (c) (d) The Borrower shall ensure that the Agent or its nominated representative and the lESC is promptly and duly informed regarding, and has the right to attend, any multi-stakeholder meeting or focus groups or other meetings which form any part of the Buyer's public consultation process in relation to the Project.
The agenda, scope and (subject to paragraph (a) above) timing of any site visits shall be determined by the Agent or its nominated representative or the lESC following consultation with the Borrower.

The Borrower shall pay all reasonable costs and expenses of the Agent and/or its nominated representatives in relation to each site visit.
To the extent that the Agent or its nominated representative itself was required directly to pay any costs or expenses then the Borrower shall, within seven (7) Business Days of written demand, reimburse the Agent and/or its nominated representative any such amounts reasonably incurred.
(e) To the extent reasonably practicable, in advance of any visit to be made by the Agent or its nominated representative or the lESC: (i) the Agent, its nominated representative or the lESC shall provide the Borrower with written details of those matters that the Agent, its nominated F.MEA 121647344 v2 49 representative or the lESC wishes to address during the proposed visit in order to assist the Borrower in arranging the visit; and (ii) the Borrower shall provide the Agent or its nominated representative or the lESC with such up to date information relating to those matters as the Agent or its nominated representative or the lESC may request.
(f) Following any visit made by the Agent or its nominated representative or the lESC the Borrower shall provide such follow up reports or information as the Agent shall request.
18.14 Operations Phase E&S Management Plan (a) (b) The Borrower shall, or shall procure that the Buyer will, no later than three (3) months before the start of the Operations Phase, provide the Agent with a draft Operations Phase E&S Management Plan comprising of the environmental and social management procedures to ensure that all E&S Obligations are complied and/or aligned with (as applicable) in relation to the Operations Phase of the Project.
the Agent shall notify the Borrower within one (1) month of receipt whether the relevant draft Operations Phase E&S Management Plan described in either paragraph (a) and/or Error!

Reference source not found, above is accepted.

If not accepted, the Agent shall indicate to the Borrower in which areas the draft Operations Phase E&S Management Plan is deficient and the period within which a revised draft Operations Phase E&S Management Plan shall be resubmitted to the Agent.
The Borrower shall procure that the Buyer shall consult with and take any views of the Agent fully into account in revising any draft Operations Phase E&S Management Plan.

The relevant revised draft Operations Phase E&S Management Plan shall be re-submitted to the Agent in this manner until such time as the relevant draft Operations Phase E&S Management Plan is accepted.
A draft Operations Phase E&S Management Plan shall be deemed to have been accepted by the Agent thirty (30) Business Days after its submission unless the Agent advises the Borrower otherwise.
18.15 lESC (a) To the extent that the Borrower has failed to pay any amounts due and payable by it to the lESC and any such amounts are then paid on behalf of the Borrower by the Agent in respect of the indemnity provided by the Borrower to the Agent under the lESC Contract, the Borrower shall reimburse to the Agent an amount equal to the amounts paid by the Agent within ten (10) days of being notified by the Agent that it has made such payment.
(b) (c) The Borrower shall at all times comply with the terms of the lESC Contract.

The Borrower shall procure, at its own expense, that the lESC provides such additional services as the Agent shall require.
18.16 Pari passu ranking The Borrower shall ensure that, at all times, any unsecured and unsubordinated claims of a Finance Party under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

19.

Events of Default Each of the events or circumstances set out in this Clause 0 is an Event of Default (save for Clause 19.13 {Acceleration)).
HMEA 121647344\2 50 19.1 Non-payment The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless: (a) its failure to pay is caused by: (i) administrative or technical error; or (ii) a Disruption Event; and (b) payment is made within three (3) Business Days of its due date.
19.2 Other obligations (a) (b) The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 19.1 {Non-payment)).

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten (10) Business Days of the earlier of: (i) the Agent giving notice to the Borrower; and (ii) the Borrower becoming aware of the failure to comply.
19.3 Misrepresentation Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

19.4 Cross default (a) (b) (c) (d) (e) (0 Any External Financial Indebtedness of Ghana is not paid when due or within any originally applicable grace period.
As a result of an event of default (however described), any Financial Indebtedness of Ghana is: (i) declared to be or otherwise becomes due and payable prior to its specified maturity; or (ii) placed on demand.

Any commitment for any External Financial Indebtedness of Ghana is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).
Any creditor of the Borrower becomes entitled to declare any External Financial Indebtedness of Ghana due and payable prior to its specified maturity as a result of an event of default (however described).

Any Security or Quasi-Security for External Financial Indebtedness of Ghana becomes capable of being enforced as a result of an event of default (however described).
No Event of Default will occur under this Clause 19.4 if the aggregate amount of the financial indebtedness or commitment for financial indebtedness falling within paragraphs (a) to (e) above is less than fifteen million dollars ($15,000,000) (or its equivalent in any other currency or currencies as determined by the Agent).
KMKA ) 21647.144 v2 51 19.5 Moratorium (a) (b) A moratoriurri is declared or de facto comes into effect on the payment of any External Financial Indebtedness of the Borrower or any Government Authority of Ghana.

The Borrower or any Government Authority of Ghana is unable to pay any External Financial Indebtedness as it falls due or commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its External Financial Indebtedness.
19.6 IMF Ghana ceases to be a member in good standing or becomes ineligible to use the resources of the IMF or IBRD or is unable for any reason to draw or make use of funds available to it under any IMF or IBRD funding programme or any such programme is cancelled or suspended.
19.7 Creditors' process Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of the Borrower or any Government Authority of Ghana having an aggregate value of more than fifteen million dollars ($15,000,000) and is not discharged within ten (10) days.
19.8 Unlawfulness (a) (b) It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance Documents or any of the obligations of the Borrower under the Finance Documents are not or cease to be legal, valid, binding and enforceable.
Any obligation or obligations of the Borrower under any Finance Document cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.
(c) At any time any act, condition or thing required to be done, fulfilled or performed in order to: (i) enable the Borrower to lawfully enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in a Finance Document; (ii) ensure that the obligations expressed to be assumed by the Borrower in the Finance Documents are legal, valid, binding and enforceable; or (iii) make the Finance Documents admissible in evidence in Ghana, is not done, fulfilled or performed, or any Authorisation required for paragraphs (i) to (iii) above is withdrawn or modified or otherwise ceases to be in full force and effect or has not been obtained.
19.9 Repudiation The Borrower repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

EMRA 1:1647344 v2 52 19.10 Exchange Control Any event or series of events occurs which limits the acquisition or the transfer of foreign exchange by the Borrower and such event or events has or is reasonably likely to affect the ability of the Borrower to perform its obligations under any Finance Document.
19.11 E&S (a) (b) An E&S Obligations Breach occurs pursuant to paragraph (a)(iv) of Clause 18.12 {E&S Trigger Events) or is deemed to be incapable of remedy pursuant to paragraph (b) of Clause 18.12 {E&S Trigger Events).

Any environmental management plan is not accepted by the Agent within six (6) months of its first submission pursuant to Clause 18.14 {Operations Phase E&S Management Plan).
19.12 Material adverse change There has been a material adverse change in the economic condition of the Borrower or the ability of the Borrower to comply with any of its obligations under the Finance Documents.
19.13 Acceleration On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower: (a) cancel the Total Commitments whereupon they shall immediately be cancelled; (b) (c) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.
RMBA 121647344 v2 53 SECTION 8 CHANGES TO PARTIES 20.
Changes to the Lenders 20.1 Assignments and transfers by the Lenders Subject to this Clause 20, a Lender (the "Existing Lender") may: (a) assign any of its rights; (b) transfer by novation any of its rights and obligations under the Finance Documents; or (c) otherwise dispose of all or any part of its interest in all or any part of the Borrower's indebtedness under this Agreement, to (i) an Affiliate, (ii) another bank, central bank or financial institution, (iii) any funding vehicle established and managed (or the assets of which are serviced or managed) by a Lender or any third party, for the purpose of securitising or otherwise funding loans, (iv) 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 other financial assets or (v) any other entity at a time when an Event of Default is continuing; and (d) change its Facility Office or Facility Offices to any office of such Lender or such Lender's Affiliates.
20.2 Conditions of assignment or transfer (a) An assignment will only be effective on: (i) (ii) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
(b) A transfer will only be effective if the procedure set out in Clause 20.5 {Procedure for transfer) is complied with.
(c) If: (i) (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 of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 11 (Tax Gross Vp and indemnities) or 12.1 {Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
This paragraph (c) shall not apply in respect of EMF.A i;i647,144 \2 54 an assignment or a transfer made in the ordinary course of the primary syndication of the Facility.
(d) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the 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 assignment 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.
20.3 Assignment or transfer fee The New Lender shall, on or before the date upon which an assignment or a transfer takes effect (other than if the New Lender is an Affiliate of a Lender), pay to the Agent (for its own account) a fee of EUR 3,000.
20.4 Limitation of responsibility of Existing Lenders (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; (ii) the economic condition of the Borrower; (iii) (iv) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of the economic condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 20; or support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under e Finance Documents or otherwise.
(ii) (b) (c) EMF.A 121647344 v2 55 20.5 Procedure for transfer (a) (b) Subject to the conditions set out in Clause 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below, when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.
The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws in relation to the transfer to the New Lender.
(c) Subject to Clause 20.9 (Pro rata interest settlement), on the Transfer Date: (i) (ii) (iii) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations"); the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; the Agent, the Arranger, the Structuring Bank, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Structuring Bank, and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) unless already a Lender, the New Lender shall become a Party as a "Lender".
20.6 Procedure for assignment (a) Subject to the conditions set out in Clause 20.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.
The Agent 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 terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.
RMEA 121647344 v: 56 (c) Subject to Clause 20.9 {Pro rata interest settlement), on the Transfer Date: (i) (ii) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement; the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement; and (iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) Lenders may utilise procedures other than those set out in this Clause 20.6 to assign their rights under the Finance Documents (but not, without the consent of the Borrower or unless in accordance with Clause 20.5 {Procedure for transfer), to obtain a release by the Borrower from the obligations owed to the Borrower by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 20.2 {Conditions of assignment or transfer).
20.7 Copy of Transfer Certificate or Assignment Agreement to the Borrower The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.
20.8 Security over Lenders' rights In addition to the other rights provided to Lenders under this Clause 20, each Lender may without consulting with or obtaining consent from the Borrower, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation: (a) (b) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) 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: (c) (d) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or require any payments to be made by the Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.
20.9 Pro rata interest settlement (a) If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders that have become Lenders then (in respect of any transfer pursuant to Clause 20.5 {Procedure for transfer) or any assignment pursuant to Clause 20.6 {Procedure for assignment) the Transfer Date of EMEA 121647344 v: 57 which, in each case, is after the date of such notification and is not an Interest Payment Date): (i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (the "Accrued Amounts") and shall become due and payable to the Existing Lender (without further interest accruing on them) on the next succeeding Interest Payment Date; and (ii) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt: (A) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and (B) the amount payable to the New Lender that has become a Lender on that date will be the amount which would, but for the application of this Clause 20.9, have been payable to it on that date, but after deduction of the Accrued Amounts.
(b) In this Clause 20.9 references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

20.10 Register The Agent shall keep an up-to-date register of all the Finance Parties and shall supply the Borrower, each Finance Party with a copy of the register on request.

The register will include each Lender's Facility Office and contact details for the purposes of this Agreement.

21.
21.

Borrower's rights and obligations The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

F.MPA I2IM7.

'44 v; 58 SECTION 9 22.

Role of the Agent, the Arranger and the Structuring Bank 22.1 Appointment of the Agent (a) (b) Each of the Arranger, the Structuring Bank and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.
Each of the Arranger, the Structuring Bank and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
22.2 Instructions (a) The Agent shall: (i) exercise 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 relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Majority Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.
(b) (c) (d) (e) (f) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion.

The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
Unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.
The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or Security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss (excluding any management time and any direct or indirect loss of profit) or liability which it may incur in complying with those instructions.
In the absence of instructions, the Agent may, acting reasonably, act (or refrain from acting) as it considers to be in the best interest of the Lenders.

The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.
22.3 Duties of the Agent (a) Subject to paragraph (e) of Clause 22.2 (Instructions), the Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

EMUA 121647344 v2 59 (b) (c) (d) (e) (f) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
Without prejudice to Clause 20.7 {Copy of Transfer Certificate or Assignment Agreement to the Borrower), paragraph (b) above shall not apply to any Transfer Certificate or Assignment Agreement.

Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document which is delivered to the Agent that it forwards to another Party.
If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arranger or the Structuring Bank) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents with respect to the Finance Documents to which it is expressed to be a party (and no others shall be implied).

22.4 Role of the Arranger and the Structuring Bank Except as specifically provided in the Finance Documents, neither the Arranger nor the Structuring Bank shall have any obligations of any kind to any other Party under or in connection with any Finance Document.
22.5 No fiduciary duties (a) Nothing in any Finance Document constitutes the Agent (in its capacity as agent under the Finance Documents), the Arranger (in its capacity as arranger under the Finance Documents) or the Structuring Bank (in its capacity as structuring bank under the Finance Documents) as a trustee or fiduciary of any other person.
(b) Neither the Agent, the Arranger nor the Structuring Bank shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

22.6 Business with the Borrower The Agent, the Arranger and the Structuring Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.
22.7 Rights and discretions (a) The Agent may; (i) (ii) rely on any representation, communication notice or document believed by it to be genuine, correct and appropriately authorised; assume that any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any person: I-MEA I2I647.M^ ^0 (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (c) (d) (e) (f) (g) (h) (i) (i) (ii) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 19.1 {Non-payment))', and any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised.
The Agent may, pursuant to the instructions of the Majority Lenders, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts for the benefit of the Lenders.
Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage at its own expense the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts obtained by the Agent pursuant to the instructions of the Majority Lenders 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 of its so relying.
The Agent may act in relation to the Finance Documents through its officers, employees and agents.

Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Arranger nor the Structuring Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
Notwithstanding any provision of any Finance Document to the contrary, the Agent is fiot 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 repayment of such funds or adequate indemnity against, or Security for, such risk or liability is not reasonably assured to it.
22.8 Responsibility for documentation Neither the Agent, the Arranger nor the Structuring Bank is responsible or liable for: (a) the adeauacv accuracy or completeness of any information (whether oral or written) supplied by L Agent; the Arranger, the Structuring Bank, the Borrower or any other person in or in connection with any Finance Document or the transactions EMEA 121647344 v2 61 contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document other than information generated by itself; or the legality, vaiidity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.
(b) (c) 22.9 No duty to monitor The Agent shall not be bound to enquire: (a) whether or not any Default has occurred; (b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or (c) whether any other event specified in any Finance Document has occurred.
22.10 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 Agent), the Agent will not be liable for: (i) (ii) (iii) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) arising as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment 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, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, 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 industrial action.
FMRA 121647344 v2 62 (b) (c) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.4 {Third party rights) and the provisions of the Third Parties Act.
The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Agent, the Arranger or the Structuring Bank to carry out: (i) (ii) any "know your customer" or other checks in relation to any person; or any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender, on behalf of any Lender and each Lender confirms to the Agent, the Arranger and the Structuring Bank 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 Agent, the Arranger or the Structuring Bank.
Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default).
In no event shall the Agent 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 Agent has been advised of the possibility of such loss or damages.
(e) 22.11 Lenders' indemnity to the Agent (a) (b) Subject to paragraph (d) of Clause 22.7 {Rights and discretions), each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability whatsoever incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 25.11 {Disruption to payment systems etc.
), notwithstanding any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document) Paragraph (a) above shall not apply to any cost, loss or liability incurred by the Agent in respect of: (i) any payment made by the Agent described in paragraph (d) of Clause 22.7 {Rights and discretions)-, and (ii) its management time.
EMF.A 121647.144 v2 63 (c) The Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above.

22.12 Resignation of the Agent (a) (b) (c) The Agent may, with the prior written consent of the Majority Lenders, resign and appoint one of its Affiliates acting through an office in the United Kingdom or in any Member state of the European Union as successor by giving notice to the Lenders and the Borrower.
Alternatively the Agent may, with the prior written consent of the Majority Lenders, resign by giving thirty (30) days' notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.
The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
The Borrower shall, within fifteen (15) Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(d) The Agent's resignation notice shall only take effect upon the appointment of a successor.
(e) (f) (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (c) above) but shall remain entitled to the benefit of Clause 13.3 {Indemnity to the Agent) and this Clause 22.

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.
After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above.

In this event, the Agent shall resign in accordance with paragraph (b) above.
The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (b) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) (ii) (iii) the Agent fails to respond to a request under Clause 11.7 {FATCA Information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; the information supplied by the Agent pursuant to Clause 11.7 {FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt F.MF.A 121647.^44 v2 64 Party and that Lender, by notice to the Agent, requires it to resign.
The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Agent.

22.13 Replacement of the Agent (a) (b) (c) After consultation with the Borrower, the Majority Lenders may, by giving thirty (30) days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent.
The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent.
As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 13.3 {Indemnity to the Agent) and this Clause 22.

(d) Any successor Agent 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.
22.14 Confidentiality (a) (b) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.
22.15 Relationship with the Lenders (a) Subject to Clause 20.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office: (i) (ii) entitled to or liable for any payment due under any Finance Document on that day; and entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day, unless it has received not less than five (5) Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
(b) Any Lender may by notice to the Agent appoint a person 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 contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 27.5 {Electronic communication)) electronic mail address EMF.A 121647344 v2 65 and/or any other informaiion required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 27.2 {Contact details) and paragraph (a)(i) of Clause 27.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
22.16 Credit appraisal by the Lenders Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent, the Arranger and the Structuring Bank that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to: (a) the economic condition, status and nature of the Borrower; (b) (c) (d) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and the adequacy, accuracy or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.
22.17 Agent's management time Any amount payable to the Agent under Clause 13.3 (Indemnity to the Agent), Clause 15 (Costs and Expenses) and Clause 22.9 (No duty to monitor) shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 10 (Fees).
22.18 Deduction from amounts payable by the Agent If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.
For the purpo.ses of the Finance Documents that Party shall be regarded as having received any amount so deducted.

23.
Conduct of Business by the Finance Parties No provision of this Agreement will: (a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; F.MEA v2 66 (b) (c) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
24.
Sharing Among the Finance Parties 24.1 Payments to Finance Parties If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from the Borrower other than in accordance with Clause 25 {Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then: (a) (b) (c) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Agent; the 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 Agent and distributed in accordance with Clause 25 {Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 25.6 {Partialpayments).
24.2 Redistribution of payments The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 25.6 {Partial payments) towards the obligations of the Borrower.
24.3 Recovering Finance Party's rights On a distribution by the Agent under Clause 24.2 {Redistribution of payments) of a payment received by a Recovering Finance Party from the Borrower, as between the Borrower and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.
24.4 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 Finance Party shall, upon request of the Agent, pay to the 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 amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and (b) as between the Borrower and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrower.
EMUA 121647344 v2 67 24.5 Exceptions (a) (b) This Clause 24 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 24, have a valid and enforceable claim against the Borrower.
A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Finance Party of the legal or arbitration proceedings; and (ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
fiMFA SECTION 10 ADMINISTRATION 25.

Payment Mechanics 25.1 Payments to the Agent (a) On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Agent) and with such bank as the Agent, in each case, specifies.
25.2 Distributions by the Agent Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 25.4 {Distributions to the Borrower) and Clause 25.5 {Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified by that Party.
25.3 Distributions in respect of Utilisations (a) (b) The Borrower irrevocably and unconditionally authorises and directs the Agent to pay the proceeds of the Loans to be made to the Borrower pursuant to a Utilisation Request directly to the Exporter.

Payment under paragraph (a) above, shall be to such bank account with a bank in the principal financial centre of a Participating Member State or London as notified to the Agent by the Exporter.
25.4 Distributions to the Borrower The Agent may, with the consent of the Borrower or in accordance with Clause 26 (Set-Off), apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
25.5 Clawback and pre-funding (a) (b) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (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.
Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was EMEA 121647344 v2 69 paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
(c) If the Agent is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower: (i) the Borrower shall on demand refund it to the Agent; and (ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.
25.6 Partial payments (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents then the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order: (i) (ii) (iii) (iv) (v) any sum due but unpaid under Clause 15.3 {Enforcement costs)-, any sum due but unpaid under Clause 8.3 {Default interest) in respect of the sums described in paragraphs (iii), (iv) and (v) of this paragraph (a) in that order; any sum due but unpaid under Clause 8.2 {Payment of interest) and any unpaid sum which would have been due under 8.2 {Payment of interest) but which instead has become due under Clause 19.13 {Acceleration), Clause 7.1 {Illegality^), Clause 7.2 {Material Export Contract Change) or Clause 7.3 {Mandatory Prepayment - E&S Incident)-, any sum due but unpaid under Clause 9.4 {Break Costs)-, any sum due but unpaid under Clause 6 {Repayment) and any unpaid sum which would have been due under Clause 6 {Repayment) but which instead has become due under Clause 19.13 {Acceleration), Clause 7.1 {Illegality), Clause 7.2 {Material Export Contract Change) or Clause 7.3 {Mandatory Prepayment - E&S Incident), (vi) the remainder of the sums due but unpaid under Clause 8.3 {Default interest) in respect of the sums described in paragraphs (iii), (iv) and (v) above that were not applied further to paragraph (i) above; and (vii) any other sum due but unpaid under this Agreement.
The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraph (a) above.

Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

(b) (c) 25.7 No set-off by the Borrower All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) .set-off or counterclaim.
EMEA 121647344 v2 70 25.8 Business Days (a) (b) 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 calendar month (if there is one) or the preceding Business Day (if there is not).

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
25.9 Currency of account (a) (b) (c) Subject to paragraphs (b) and (c) below, the Facility Currency is the currency of account and payment for any sum due from the Borrower under any Finance Document.

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

Any amount expressed to be payable in a currency other than the Facility Currency shall be paid in that other currency.
25.10 Change of currency (a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then: (i) (ii) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and any translation from one currency 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 Agent (acting reasonably).
(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

25.11 Disruption to payment systems etc.


If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred.
(a) the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances; the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (b) F.MEA I2IW7344 v2 71 (c) (d) (e) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; any such changes agreed upon by the Agent and the Borrower shall (whether 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 31 {Amendments and Waivers)\ the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 25.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
25.12 Impaired Agent (a) If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 25.1 {Payments to the Agent) may instead either: (i) (ii) pay that amount direct to the required recipient(s); or if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing trust account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment (the "Paying Party") and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties").
In each case, such payments must be made on the due date for payment under the Finance Documents.

The Agent agrees to immediately provide full details of any bank or trust accounts to the Borrower.

(b) (c) (d) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.
A Party which has made a payment in accordance with this Clause 25.12 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.
Promptly upon the appointment of a successor Agent in accordance with Clause 22.13 {Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph (d) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause Error!
Reference source not found.

{Distributions by the Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent: hMBA 121647.144 v2 72 (i) that it has not given an instruction pursuant to paragraph (c) above; and (ii) that it has been provided with the necessary information by that Recipient Party, give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.
26.

Set-Off A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation.
If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

27.

Notices 27.1 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 letter.
27.2 Contact details The address and/or fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is: (a) (b) in the case of the Borrower, the Original Lenders and the Agent, those identified with its name on the signatories pages; and in the case of each Lender that notified in writing to the Agent on or prior to the date on which it becomes a Party, or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change to its own contact details is made by the Agent) by not less than five (5) Business Days' notice.
27.3 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) (ii) if by way of fax, when received in legible form; or if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, and, if a particular department or officer is specified as part of its address details provided under Clause 27.2 (Contact details), if addressed to that department or officer.
(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly EMf-.A 121647^44 v2 73 marked for the attention of the department or officer identified with the Agent's signature on the Agent's signature page (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to the Borrower shall be sent through the Agent.
(d) Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 pm in the place of receipt shall be deemed only to become effective on the next Business Day.

27.4 Notification of contact details Promptly upon changing its own address or fax number, the Agent shall notify the other Parties.
27.5 Electronic communication (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 (including without limitation, by way of posting to a secure website) if those two Parties: (i) notify each other in writing of their electronic communication address and/or any other information required to enable the transmission of information by that means; and (ii) supplied by them by not less than five (5) Business Days' notice.
(b) (c) (d) Any such electronic communication as specified in paragraph (a) above to be made between the Borrower and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.
Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and, in the case of any electronic communication, made by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.
Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 pm in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following Business Day.

(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 27.5.
27.6 English language (a) (b) Any notice given under or in connection with any Finance Document must be in English.

All other documents provided under or in connection with any Finance Document must be: (i) in English; or Of'01 EMF.A 121647344 v2 74 (ii) if not in English, and if so required by the 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.

28.
28.

Calculations and Certificates 28.1 Accounts In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

28.2 Certificates and determinations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
28.3 Day count convention Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred and sixty 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

29.
29.

Partial Invalidity If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

30.
30.

Remedies and Waivers No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents.

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

The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

31.
31.

Amendments and Waivers 31.1 Required consents (a) Subject to Clause 31.2 {All Lender matters) and Clause 31.3 {Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 31.
(b) EMEA 121647.144 v2 75 (c) Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 22.7 (Rights and discretions), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.
31.2 All Lender matters Subject to Clause 31.4 (Replacement of Screen Rate) an amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of "Majority Lenders" in Clause 1.1 (Definitions)-, (b) an extension to the date of payment of any amount under the Finance Documents; (c) (d) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; an increase in any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility; (e) a change to the Borrower; (f) any provision which expressly requires the consent of all the Lenders; and (g) Clause 2.2 (Finance Parties' rights and obligations).
Clause 7.8 (Application of prepayments).

Clause 20 (Changes to the Lenders), Clause 24 (Sharing Among the Finance Parties), this Clause 31, Clause 35 (Governing Law) or Clause 37 (Jurisdiction), shall not be made without the prior consent of all the Lenders.
31.3 Other exceptions An amendment or waiver which relates to the rights or obligations of the Agent, the Arranger or the Structuring Bank (each in their capacity as such) may not be effected without the consent of the Agent, the Arranger or the Structuring Bank as the case may be.
31.4 Replacement of Screen Rate (a) Subject to Clause 31.3 (Other exceptions), if the Screen Rate is not available for the Facility Currency, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to the Facility Currency in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate) may be made with the consent of the Majority Lenders and the Borrower.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within five (5) Business Days (unless the Borrower and the Agent agree to a longer time period in relation to any request) of that request being made: (i) (ii) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
EMEA 121647344 v2 76 32.

ConHdential Information 32.1 Confidential Information Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 32.2 {Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
32.2 Disclosure of Confidential Information Any Finance Party may disclose: (a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers(including legal advisers), auditors, insurance and reinsurance brokers, insurers and reinsurers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient 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 Information; (b) to any person: (i) (ii) (iii) (iv) (v) (vi) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers; with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; appointed by any Finance Party or by a person to whom p^agraph (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under this clause 32.2(b)(iii).
who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (i) or (ii) above; to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation regulatory authority or similar body, the rules of any relevant stock exc ange or pursuant to any applicable law; to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or o er investigations, proceedings or disputes; F.MI-A I2I647J4-) 77 (vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 20.8 (Security over Lenders' rights)', (viii) (including banks and financial institutions, institutional investors, special purpose securitisation vehicles and their managements and all investors, agents, arrangers, dealers) who is or might wish to be involved in securitisation schemes, hedging agreements, participation or other risk transfer agreements; (ix) (x) any informative services which the Borrower or any Finance Party were interested in providing general information in relation with any Finance Document; to whom disclosure may be necessary in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes in connection with any Finance Document; (xi) who is a Party; or (xii) with the consent of the Borrower.
in each case, such Confidential Information as that Finance Party shall consider appropriate if: (A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into 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 paragraph (b)(iv) above, the person to whom the Confidential Information 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 information, and (C) iri relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if in the opinion of that Finance Party, it is not practicable so to do in the circumstances; or (c) (d) to any person appointed by that Finance Party or by a person to whom paragraph (b)(b)(i) or (b)(ii) above applies to provide a minis ra ion or settlement services in respect of one or more of the Finance Docum s inc uding without limitation, in relation to the trading of participations m "^^^pect of the Finance o be disclosed to Documents, such Confidential Information as may he requir enable such service provider to provide any of the services re erred to in this paragraph (c).
to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower if the rating agency to whom the Confidential Information is to be given is EMEA 121647 M4 \2 78 informed of its confidential nature and that some or ail of such Confidential Information may be price-sensitive information, 32.3 Disclosure to numbering service providers (a) Any Finance Party may disclose to any national or intemational numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one the Borrower following information: (i) name of the Borrower; (ii) date of this Agreement; (iii) Clause 35 (Governing Law); (iv) the name of the Agent; (v) date of each amendment and restatement of this Agreement; (vi) amount of the Facility; (vii) amount of Total Commitments; (viii) currency of the Facility; (ix) type of the Facility; (x) ranking of the Facility; (xi) Final Maturity Date of the Facility; (xii) changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and (xiii) such other information agreed between such Finance Party and the Borrower, to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or the Borrower 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 terms and conditions of that numbering service provider.
The Borrower represents that none of the information set out in paragraphs (a)(i) to (a)(xiii) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.
The Agent shall notify the Borrower and the other Finance Parties of: (i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or the Borrower; and the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or the Borrower by such numbering service provider.
(ii) (b) (c) (d) EMF.A 121647344 v2 79 32.4 Disclosure to the Exporter Subject to Clause 32.2 {Disclosure of Confidential Information), each Party agrees that the Agent may disclose any terms of this Agreement necessary to enable the Exporter to request a payment and for such payment to be made to the Exporter.
32.5 Disclosure pursuant to Equator Principles Each Finance Party may disclose Confidential Information to the extent that they (acting reasonably) deem necessary to ensure compliance with the Equator Principles published by the Equator Principles Association from time to time.
32.6 Entire agreement This Clause 32 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
32.7 Inside information Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.
32.8 Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower: (a) (b) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 32.2 {Disclosure of Confidential Information) where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory functions; and upon becoming aware that Confidential Information has been disclosed in breach of this Clause 32.
32.9 Continuing obligations The obligations in this Clause 32 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve (12) months from the earlier ot: (a) the date on which all amounts payable by the Borrower under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and (b) the date on which such Finance Party otherwise ceases to be a Finance Party.

33.
33.

Confidentiality of Funding Rates 33.1 Confidentiality and disclosure (a) The Agent and the Borrower agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted below.
(b) The Agent may disclose: EMEA I2IM7.144 v2 80 (i) (ii) any Funding Rate to the Borrower pursuant to Clause 8.4 {Notification of rates of interest)^ and any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form set out in Schedule 7 {Fonn of Confidentiality Undertaking) or such other form of confidentiality undertaking agreed betv/een the Agent and the relevant Lender.
(c) Each of the Agent and the Borrower may disclose any Funding Rate, to: (i) (ii) (iii) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it; any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances; any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower , as the case may be, it is not practicable to do so in the circumstances; and (iv) any person with the consent of the relevant Lender.
33.2 Related obligations (a) The Agent and the Borrower acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and the Borrower undertake not to use any Funding Rate for any unlawful purpose.
(b) The Agent and the Borrower agree (to the extent permitted by law and regulation) to inform the relevant Lender: (i) of the circumstances of any disclosure made pursuant to paragraph (c) of Clause 33.1 {Confidentiality and disclosure) 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 EMBA I2I647?44 v2 81 (ii) upon becoming aware that any information has been disclosed in breach of this Clause 33.
33.3 No Event of Default No Event of Default will occur under Clause 19.2 {Other obligations) by reason only of the Borrower's failure to comply with this Clause 33.

34.

Counterparts Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

EMhA Ulft47.W v2 09 SECTION 11 GOVERNING LAW AND ENFORCEMENT 35.
Governing Law This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

36.
36.

Arbitration 36.1 Arbitration Subject to Clause 36.4 {Agent's option), any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of in connection with this Agreement) (a "Dispute") shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) (the "Rules").
36.2 Formation of arbitral tribunal, seat and language of arbitration (a) The arbitral tribunal shall consist of three arbitrators.
The claimant(s), irrespective of number, shall nominate jointly one arbitrator; the respondent(s), irrespective of number, shall nominate jointly the second arbitrator, and a third arbitrator (who shall act as Chairman) shall be appointed by the arbitrators nominated by the claimant(s) and respondent(s) or, in the absence of agreement on the third arbitrator within thirty (30) days of the appointment of the second arbitrator, by the LCIA Court (as defined in the Rules).
(b) The seat of arbitration shall be London, England.

(c) The language of the arbitration shall be English.

36.3 Recourse to courts For the purposes of arbitration pursuant to this Clause 36 {Arbitration), the Parties waive any right of application to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996 (UK).
36.4 Agent's option Before the Finance Parties have filed, as the case may be, a Request for Arbitration or Response (in each case, as defined in the Rules) the Agent may (and shall, if so instructed by the Majority Lenders) by notice in writing to all other Parties require that all Disputes or a specific Dispute be heard by a court of law.

If the Agent gives such notice, the Dispute to which such notice refers shall be determined in accordance with Clause 37 {Jurisdiction).

37.
37.

Jurisdiction 37.1 If the Agent issues a notice pursuant to Clause 36.4 {Agent's option) the provisions of this Clause 37 {Jurisdiction) shall apply.

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement).
EMF.A 121647344 v2 83 (b) (c) 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 contrary.

This Clause 37 is for the benefit of the Finance Parties only.

As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in the courts of Ghana or New York.

To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.
37.2 Service of process (a) Without prejudice to any other mode of service allowed under any relevant law, the Borrower: (i) irrevocably appoints the High Commissioner of the Republic of Ghana in London, United Kingdom (13 Belgrave Square, London, SWIX 8PN) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and (ii) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.
The Borrower waives any and all rights, privileges, immunities and inviolabilities that it has or may have that might otherwise prevent or inhibit service being effected at the offices (13 Belgrave Square, London, SWIX 8PN) of the High Commission or Embassy of the Republic of Ghana in the United Kingdom.
If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower must immediately (and in any event within five (5) days of such event taking place) appoint another agent on terms acceptable to the Agent.

Failing this, the Agent may, at the Borrower's cost, appoint another agent for this purpose.
(b) (c) (d) The Borrower expressly agrees and consents to the provisions of Clause 36 {Arbitration), this Clause 37 (Jurisdiction) and Clause 35 (Goveming Law).
37.3 Waiver of Immunity (a) The Borrower waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of: (i) (") the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.
but excluding immunity in respect of: (A) property or assets used by a diplomatic or consular mission of the Borrower; (B) property or assets of a military character and under the control of a military authority or defence agency of the Borrower; (C) property, assets and infrastructure located in Ghana and dedicated to a public or governmental use (as distinct from property, assets or infrastructure dedicated to a commercial use) by the Borrower; or HMEA I2IM7144 \ 2 84 (D) petroleum assets protected in the Petroleum Revenue Management Act, 2011 (Act 815 as amended) (Ghana).
(b) The Borrower agrees that in any proceedings in England this waiver shall have the fullest scope permitted by the United Kingdom's State Immunity Act 1978 and that this waiver is intended to be irrevocable for the purpose of such Act.

The Borrower consents generally for the purposes of the State Immunity Act 1978 (UK) to the giving of any relief or the issue of any process in connection with any proceedings This Agreement has been entered into on the date stated at the beginning of this Agreement.
HMEA 121647.144 v2 85 Schedule 1 The Original Lenders Name of Original Lender Deutsche Bank AG Commitment EUR [55,000,000] EMHA 121647344 v2 86 Schedule 2 Conditions Precedent to Initial Utilisation 1.

The Borrower (a) (b) (c) (d) (e) (f) (g) An original or certified copy of the relevant approval of the parliament of the Republic of Ghana duly signed by the Clerk of Parliament, authorising the Borrower to enter into the Finance Documents and to perform its obligations thereunder.
An original or certified copy of the relevant appointment letter of the Minister of Finance.

Evidence of the Minister of Finance's authority to sign the Finance Documents (including any Utilisation Request) on behalf of the Ministry of Finance for the account of the Republic of Ghana in its capacity as Borrower.

A specimen of the signature of each person authorised on behalf of the Borrower in paragraphs (a) and (b) above.
A copy of the identification documents of each person authorised on behalf of the Borrower to execute or witness the execution of the Finance Documents (including any Utilisation Request) as referred to in paragraphs (a) and (b) above (e.g., a copy of the passport or authorised National Identification Card attesting his/her domicile).
A certificate of the Borrower (signed by the Borrower's Signatory) certifying that (i) each copy document relating to it specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; (ii) no Default is in existence or would result from the utilisation of the Facility; and (iii) there is no other event or circumstance in existence which may have a Material Adverse Effect.
A certificate of the Borrower (signed by the Borrower's Signatory) confirming that utilisation of the Facility would not breach any restriction on its sovereign borrowing powers, whether such limit is set out in any law, parliamentary restriction or any legal instrument or agreement entered into by or between the Borrower and any international organisation or entity, including without limitation any obligation of the Borrower towards the IMF or the IBRD.

2.
2.

Finance Documents An original of each Finance Document duly entered into by the parties to it.

3.

Export Contract (a) A certified copy of the Export Contract duly executed by the parties to it.

4.

Buyer (a) (b) An original or certified copy of the relevant approval of the Parliament of the Republic of Ghana duly signed by the Clerk of Parliament, authorising the Buyer to enter into the Export Contract and to perform its obligations thereunder.
Evidence that the Buyer has obtained all Authorisations in Ghana necessary for the purchase and import of the goods and/or services to be supplied under the Export Contract and payment in the Facility Currency in principal financial centre of the Facility Currency and that such Authorisations remain in full force and effect.
RMF.A I21647W\2 87 (c) (d) Evidence that the signatory who signed the Export Contract (and any other documents) on behalf of the Buyer was duly authorised to sign it (or such other document) together with a specimen signature of each person authorised to sign the Export Contract.
A certified copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Export Contract or for the validity and enforceability of the Export Contract.

(e) A certified copy of an environmental permit issued by the Environmental Protection Agency in respect of the Project.

5.
5.

Exporter In respect of the Exporter: (a) (b) evidence that the signatory who signed the Export Contract on behalf of the Exporter was duly authorised to sign it; the name of a specified person or persons who are duly authorised on its behalf to sign and/or despatch documents related to this Agreement including any invoices or any other relevant documents; and (c) a specimen signature of each person authorised in the manner described in paragraph (b) above.
Legal opinions (a) A legal opinion of the legal advisers to the Agent in England, in the forrn and substance acceptable to the Agent and distributed to the Original Lenders prior to signing this Agreement.

A legal opinion of the legal advisers to the Agent in Ghana, in the form and substance acceptable to the Agent and distributed to the Original Lenders prior to signing this Agreement.
A legal opinion of the Attorney General of Ghana, substantially in the form set out in Schedule 9 {Form of Attorney General Legal Opinion) or in the any other form and substance acceptable to the Agent and distributed to the Original Lenders prior to signing this Agreement.
Evidence that any actions required to be undertaken before the pursuant to the E&S Action Plan and/or the Construction Phase E& anagement Plan have been duly undertaken; and A certified copy of the duly executed lESC Contract acceptable to the Agent together with confirmation from th Finance Parties to rely on its reports and plans.

ntitling the Other documents and evidence (a) Evidence that this Agreement and the Fee Letter has been duly stamped with the relevant authorities in the Republic of Ghana.
A letter substantially in the form set out in Schedule 10 {Form of Process Agent Letter) or in any other form and substance acceptable to the Agent from the High 6.

7.

8.
7.

8.

(b) (c) E&S (a) (b) (b) F.MF.A 121647344 v2 Commissioner for the Republic of Ghana confirming the High Commissioner's appointment to receive on behalf of the Borrower service of process and other documents in relation to any suit, action or proceeding (including, without limitation, process or other documents by which such suit, action or proceeding is begun) in the courts of England and Wales and elsewhere, arising in relation to any of the Finance Documents in a form approved by the Agent.
(c) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Finance Documents or for the validity and enforceability of any Finance Document.
(d) Evidence that the fees, costs and expenses due from the Borrower pursuant to Clause 10 {Fees) and Clause 15 {Costs and Expenses) have been paid or will be paid on or before the first Utilisation Date.

(e) Evidence that each Original Lender's "know your customer" and client adoption requirements have been completed.

(f) A Value for Money Audit Report in form and substance satisfactory to the Agent.
BMF.A I2IM734.1 v2 89 Schedule 3 Utilisation Request From: The Republic of Ghana acting through the Ministry of Finance (the "Borrower") To: Deutsche Bank AG (the "Agent") Dated: [•] Dear Sirs 1.
We refer to: (a) (b) the contract for the rehabilitation and auxiliary infrastructure of Kumasi Inner Ring Road and adjacent streets dated [•] and made between [Contracta Construction UK Limited] (the "Exporter") and The Republic of Ghana (represented by the Ministry of Roads and Highways - Department of Urban Roads) (the "Buyer"), as amended from time to time (the "Export Contract"); and the facility agreement dated [•] made between, inter alia, the Republic of Ghana acting through the Ministry of Finance (the "Borrower"), the financial institutions listed therein as original lenders and Deutsche Bank AG (the "Agent") as amended from time to time (the "Facility Agreement").
This is a "Utilisation Request" as defined in the Facility Agreement.

Terms defined in the Facility Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We would like to borrow by way of a Loan the amount set out below on the date set out below: Proposed Utilisation Date: [•] (or, if that is not a Business Day, the next Business Day) 2.

3.

4.
3.

4.

Amount: EUR [•] or if less, the Available Facility 5. confirm that each condition specified in Clause 4.2 {Further Conditions Precedent) of the Facility Agreement is satisfied on the date of this Utilisation Request.

6.

The proceeds of this Loan should be credited to the following account of the Exporter.

Bank: Swift code: Beneficiary name: Account number: Intermediary bank: Intermediary bank swift: IBAN number: This Utilisation Request is irrevocable.
We repre.sent and warrant that: 90 7 o F.MEA (a) (b) (c) (d) (e) (f) the amount due in relation to the relevant amount, detailed in the attached invoice (s), is/are now due and payable by the Buyer to the Exporter under the Export Contract in respect of goods and/or services supplied to the Buyer thereunder; the amount requested under paragraph 4 above has not been included in any previous Utilisation Request and does not exceed the Available Facility; the amount requested under paragraph 4 above does not include any amount already paid to the Exporter; the amount requested under paragraph 4 above is not currently the subject of any dispute between the parties under the Export Contract, nor to the best of our knowledge and belief will it or any part of it be subject to a dispute under the Export Contract; the Export Contract is in full force and effect, has not been amended and there is no default outstanding thereunder; and the copy/copies of the documents attached to this Utilisation Request are true copies of the original documents and you may rely on the accuracy and completeness of all information and documents contained in or supplied with this Utilisation Request.
9.

We attach a copy/copies of: (a) the Exporter's invoice(s) to the Buyer in respect of the payment due; and (b) [the statement issued by the Exporter confirming the amount which is now due to the Exporter from the Buyer under the Export Contract as specified in the above Exporter's invoice/s and as set out in paragraph 4 above.]

10.

We undertake to provide any other documentation reasonably requested by the Agent from time to time in connection with this Utilisation Request.
Yours faithfully for and on behalf of The Republic of Ghana acting through the Ministry of Finance Signature:* Name: Position: Date: *Signature of Borrower's Signatory EMEA 121647344 v2 91 Schedule 4 Form of Transfer Certificate To: Deutsche Bank AG as "Agent" [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender") From: Dated: Facility agreement dated [•] and made between, inter alia, the Republic of Ghana acting through the Ministry of Finance as borrower, the financial institutions listed therein as original lenders and Deutsche Bank AG as agent, as amended from time to time (the "Facility Agreement") 1.
We refer to the Facility Agreement.

This is a Transfer Certificate.

Terms defined in the Facility Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2.

We refer to Clause 20.5 {Procedure for transfer) of the Facility Agreement.
(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 20.5 {Procedure for transfer) of the Facility Agreement, all of the Existing Lender s rights and obligations under the Facility Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participation in the Loans under the Facility Agreement as specified in the schedule to this Transfer Certificate (the "Schedule").
(b) (c) The proposed Transfer Date is [•].

The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 27.2 {Contact details) of the Facility Agreement are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Lender s obligations set out in paragraph (c) of Clause 20.4 {Limitation of responsibility of Existing Lenders) of the Facility Agreement.
of"thisV^Lfer This Transfer Certificate may be executed in any nster same effect as if the signatures on the counterparts were on a sing Certificate.

v This Transfer Certificate and any non-contractual obligations arising out o with it are governed by English law.

This Transfer Certificate has been entered into on the date stated at the beginning of this in connection Transfer Certificate.

3.

4.

5.

6.
3.

4.

5.

6.

EMBA 121647344 v2 92 The Schedule Commitment/rights and obligations to be transferred [insert relevant details] [Facility Office address, fax number and attention details for notices and account details for payments,] [Existing Lender] By: [New Lender] By: This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [•].
By: KMBA I2IM7M-1 v2 93 Schedule 5 Form of Assignment Agreement Deutsche Bank AG as Agent and the Ministry of Finance acting through the Republic of Ghana as "Borrower" [the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender") To: From: [Dated] Facility agreement dated [•] and made between, inter alia, the Ministry of Finance acting through the Republic of Ghana as borrower, the financial institutions listed therein as original lenders and Deutsche Bank AG as agent, as amended from time to time (the "Facility Agreement") 1.
We refer to the Facility Agreement.

This is an Assignment Agreement.

Terms defined in the Facility Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2.
2.

We refer to Clause 20.6 (Procedure for assignment) of the Facility Agreement: (a) (b) (c) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participation in the Loans under the Facility Agreement as specified in the schedule to this Assignment Agreement (the "Schedule").
The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment and participation in the Loans under the Facility Agreement specified in the Schedule.

The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

The proposed Transfer Date is [•].


On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 27.2 (Contact details) of the Facility Agreement are set out in the Schedule.
The New Lender expressly acknowledges the limitations on the Existing Lender s obligations The New Lende set out in paragraph (c) of Clause 20.4 (Limitation of responsibility of Existing Lenders) o the set out in paragi Facility Agreement.

This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 20.6 (Procedure for assignment) of the Facility Agreement, to the Borrower of the assignment referred to in this Assignment Agreement.
This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

3.

4.

5.

6.

7.

8.

9.

EMF A 121647344 v2 94 10.

This Assignment Agreement has been entered into on the date started at the beginning of this Assignment Agreement.
The Schedule Rights to be assigned and obligations to be released and undertaken [insert relevant details] [Facility office address, fax number and attention details for notices and account details for payments] [Existing Lender] By: [New Lender] By: This is accepted by the Agent and the Transfer Date is confirmed as [•].
Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.
By: EMEA I2lf)47.144 ' 95 Schedule 6 Existing Security Name of Borrower / Government Authority of Ghana None Security Total Principal Amount of Indebtedness Secured None None EMEA 121647344 v2 96 Schedule 7 Form of Confidentiality Undertaking This Master Confidentiality Undertaking is dated [ ] and made between: (1) [ ];and (2) [ ].
Either party (in this capacity the "Purchaser") may from time to time consider acquiring an interest from the other party (in this capacity the "Seller") in certain Agreements which, subject to the Agreements, may be by way of novation, assignment, the entering into, whether directly or indirectly, of a sub-participation or any other transaction under which payments are to be made or may be made by reference to one or more relevant Finance Documents and/or one or more relevant Obligors or by way of investing in or otherwise financing, directly or indirectly, any such novation, assignment, sub-participation or other transaction (each an "Acquisition").
In consideration of the Seller agreeing to make available to the Purchaser certain information in relation to each Acquisition it is agreed as follows: 1 • Confidentiality Undertaking The Purchaser undertakes in relation to each Acquisition made or which may be made by it (a) to keep all Confidential Information which the Seller supplies to the Purchaser in relation to that Acquisition confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2 below and to ensure that all Confidential Information which the Seller supplies to the Purchaser in relation to that Acquisition is protected with security measures and a degree of care that would apply to the Purchaser's own confidential information and (b) until that Acquisition is completed, to use the Confidential Information which the Seller supplies to the Purchaser in relation to that Acquisition only for the Permitted Purpose.
2.
Permitted Disclosure 2.1 The Purchaser may disclose in relation to each Acquisition made or which may be made by it: to any of its Affiliates and any of its or their officers, directors, employees, professional advisers and auditors such Confidential Information as the Purchaser shall consider appropriate if any person to whom such Confidential Information is to be given pursuant to this paragraph 2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to such Confidential Information, subject to the requirements of the relevant Agreement, to any person: (a) to (or through) whom the Purchaser assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations which it may acquire under that Agreement such Confidential Information which the Seller supplies to the Purchaser in relation to that Acquisition as the Purchaser shall consider appropriate if the person to whom such Confidential Information is to be given pursuant to this sub-paragraph (a) of paragraph 2.2 has delivered a letter to the Purchaser in equivalent form to this undertaking; (b) with (or through) whom the Purchaser enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to that Agreement or any relevant Obligor such I2IM7M4 V2 97 Confidential Information which the Seller supplies to the Purchaser in relation to that Acquisition as the Purchaser shall consider appropriate if the person to whom such Confidential Information is to be given pursuant to this sub-paragraph (b) of paragraph 2.2 has delivered a letter to the Purchaser in equivalent form to this undertaking; (c) to whom
 information is required or requested to be disclosed by any governmental, banking, taxation or other regulatory authority or similar body, the mles of any relevant stock exchange or pursuant to any applicable law or regulation such Confidential Information which the Seller supplies to the Purchaser in relation to that Acquisition as the Purchaser shall consider appropriate; and 2.3 notwithstanding paragraphs 2.1 and 2.2. above.
Confidential Information to such persons to whom, and on the same terms as, a Finance Party is permitted to disclose such Confidential Information under the Agreement to which that Acquisition relates, as if such permissions were set out in full in this undertaking for the purposes of that Acquisition and as if references in those permissions to Finance Party were references to the Purchaser for the purposes of that Acquisition.

3.
Notification of Disclosure The Purchaser agrees in relation to each Acquisition made or which may be made by it (to the extent permitted by law and regulation) to inform the Seller: 3.1 of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (c) of paragraph 2.2 above 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 3.2 upon becoming aware that Confidential Information relating to that Acquisition has been disclosed in breach of this undertaking.
4.
Return of Copies If the Purchaser does not enter into an Acquisition and the Seller so requests in writing, the Purchaser shall return or destroy all Confidential Information supplied to the Purchaser by the Seller in relation to that Acquisition and destroy or permanently erase (to the extent technically practicable) all copies of such Confidential Information made by the Purchaser and use its reasonable endeavours to ensure that anyone to whom the Purchaser has supplied any such Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that the Purchaser or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under sub-paragraph (c) of paragraph 2.2 above.
5.
Continuing Obligations The obligations in this undertaking are continuing and, in particular, shall survive and remain binding on the Purchaser in relation to each Acquisition made or which may be made by it until (a) if the Purchaser becomes a party to the Agreement to which that Acquisition relates as a lender of record, the date on which the Purchaser becomes such a party to such Agreement; (b) if the Purchaser enters into that Acquisition but it does not result in the Purchaser becoming a party to the Agreement to which that Acquisition relates as a lender of record, the date falling [twelve] months after the date on which all of the Purchaser's rights and obligations contained in the documentation entered into to implement that Acquisition have terminated; or (c) in any other case the date falling [twelve] months after the date of the EMEA I21M7.144 v2 98 6.
6.1 6.2 6.3 7.

7.1 7.2 7.3 8.

9.

Purchaser's final receipt (in whatever manner) of any Confidential Information in relation to that Acquisition.
No Representation; Consequences of Breach, etc The Purchaser acknowledges and agrees that, in relation to each Acquisition made or which may be made by it: neither the Seller, nor any member of the relevant Group nor any of the Seller's or the relevant Group's respective officers, employees or advisers (each a "Relevant Person") (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information supplied by the Seller to the Purchaser in relation to that Acquisition or any other information supplied by the Seller to the Purchaser in relation to that Acquisition or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information supplied by the Seller to the Purchaser in relation to that Acquisition or any other information supplied by the Seller to the Purchaser in relation to that Acquisition or be otherwise liable to the Purchaser or any other person in respect of the Confidential Information supplied by the Seller to the Purchaser in relation to that Acquisition or any such information; and the Seller or members of the relevant Group may be irreparably harmed by the breach of the terms of this undertaking and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this undertaking by the Purchaser.
Entire Agreement: No Waiver; Amendments, etc This undertaking constitutes the entire agreement between the Seller and the Purchaser in relation to the Purchaser's obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

No failure to exercise, nor any delay in exercising any right or remedy under this undertaking will operate as a waiver of any such right or remedy or constitute an election to affirm this letter.
No election to affirm this letter will be effective unless it is in writing.

No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy under this undertaking.

The terms of this undertaking and the Purchaser's obligations under this undertaking may only be amended or moditied by written agreement between the parties.
Inside Information The Purchaser acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including .securities law relating to insider dealing and market abuse and the Purchaser undertakes not to use any Confidential Information for any unlawful purpose.
Nature of Undertakings The undertakings given by the Purchaser in this undertaking are given to the Seller and are also given for the benefit of the relevant Company and each other member of the re evan Group.

EMtA 121647.144 v2 99 10.


Third Party Rights 10.1 Subject to this paragraph 10 and to paragraphs 6 and 9, a person who is not a party to this undertaking has no right under the Contracts (Rights of Third Parties) Act 1999 (UK) (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this undertaking.

10.2 The Relevant Persons may enjoy the benefit of the terms of paragraphs 6 and 9 subject to and in accordance with this paragraph 10 and the provisions of the Third Parties Act.
10.3 Notwithstanding any provisions of this undertaking, the parties to this undertaking do not require the consent of any Relevant Person to rescind or vary this undertaking at any time.

11.

Governing Law and Jurisdiction 11.1 This undertaking and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of any Acquisition) are governed by English law.
11.2 The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this undertaking (including a dispute relating to any non-contractual obligation arising out of or in connection with either this undertaking or the negotiation of any Acquisition).

12.
12.

Defiiiitions In this undertaking terms defined in the relevant Agreement (as defined below) shall, unless the context otherwise requires, have the same meaning and: "Agreement" means any credit agreement in which the Seller has an interest and which requires the Seller to obtain from the Purchaser an undertaking in or substantially in the form of this undertaking as a condition to permitting disclosure by the Seller of certain information to the Purchaser.
"Company" means, in relation to each Acquisition, the principal company party to the relevant Agreement.
"Confidential Information" means, in relation to each Acquisition, all information relating to the relevant Company, any relevant Obligor, the relevant Group, the relevant Finance Documents, [the/a] relevant Facility and/or that Acquisition which is received by the Purchaser in relation to the relevant Finance Documents or [the/a] relevant Facility from the Seller or any of its Affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: (a) (b) (c) is or becomes public information other than as a direct or indirect result of any breach by the Purchaser of this undertaking; or is identified in writing at the time of delivery as non-confidential by the Seller or its advisers; or is known by the Purchaser before the date the information is disclosed to the Purchaser by the Seller or any of its Affiliates or advisers or is lawfully obtained by the Purchaser after that date, from a source which is, as far as the Purchaser is aware, unconnected with the relevant Group and which, in either case, as far as the Purchaser is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
RMF.A I2IW7W-4 vl 100 "Group" means, in relation to each Acquisition, the relevant Company and its subsidiaries for the time being (as such term is defined in the Companies Act 2006 (UK)).

"Permitted Purpose" means, in relation to each Acquisition, considering and evaluating whether to enter into that Acquisition.
This undertaking has been entered into on the date stated at the beginning of this undertaking EMEA 121647344 v2 101 Signatures [•] By: [•] By: Signer Signer Signer Signer EMEA 121647344 v2 102 Schedule 8 Timetables Clause Description SpeelHed Time Clause 5.1 {Delivery of the Utilisation Request) Delivery of a Utilisation Request duly completed to the Agent's satisfaction Clause 5.4 participation) {Lenders' Agent notification to Lenders Definition of "EURIBOR" Fixing of EURIBOR 11.00 am on the day that is five Business Days prior to the proposed Utilisation Date 3.00 pm on the day that is three Business Days prior to the proposed Utilisation Date Quotation Day as of 11.00 am Brussels time Definition of "Interpolated Screen Rate" Fixing of Interpolated Screen Rate Quotation Day as of 11.00 am Brussels time FMKA 121647144 \2 103 Schedule 9 Form of Attorney General Legal Opinion EMEA 12Ui473J4 v2 104 Schedule 10 Form of Process Agent Letter EMEA 121647344 v2 105 Signatures' For and on behalf of The Republic of Ghana acting through The Ministry of Finance as Borrower ) ) Signature: Name: Position: Contact Details Address: Ministry of Finance Ministries, P.O.Box MB40 Accra Ghana Fax No: Tel No: Email: +233(0) 302 667 069 +233(0) 302 747 197/+233(0) 302 665 310 iarthur@mofep.gov.gh / sarkhurst@mofep.gov.gh / chiefdirector@mofep.gov.gh Attention: Director, Debt Management Division W&C Note: Details to be confirmed.
EMRA 121647344 v2 ^ For and on behalf of Deutsche Bank AG as Original Lender Deutsche Bank AG, Floor 18 B Taunusanlage 12 Frankfurt am Main, 60325 Germany Telephone: +49 69 910 36623 Fax number: +49 69 910 38931 E-mail: ralf.dommitzsch@db.com, michael .emmes @ db .com, sef.logistik@db.com.
Attention: Ralf Dommitzsch/Michael Emmes EMEA 121647344 v2 107 For and on behalf of Deutsche Bank AG, London Branch as Arranger Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: +44 207 545 7302 Fax number: N/A E-mail: sapna.sapra@db.com, fearghal.bergin @db.com.
Attention: Sapna Sapra/Fearghal Bergin EMEA I2IM7.W v2 108 For and on behalf of Deutsche Bank AG, London Branch as Structuring Bank Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: +44 207 545 7302 Fax number: N/A E-mail: sapna.sapra@db.com, fearghal.bergin@db.com.
Attention: Sapna Sapra/Fearghal Bergin HMEA 121647344 v] 109 For and on behalf of Deutsche Bank AG as Agent Deutsche Bank AG, Floor 18 B Taunusanlage 12 Frankfurt am Main, 60325 Germany Telephone: +49 69 910 36623 Fax number: +49 69 910 38931 E-mail: ralf.dommitzsch@db.com, michael.emmes@db.com, sef.logistik@db.com, Attention: Ralf Dommitzsch/Michael Emmes F.MEA 121647344 v2 10