Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698083968621.pdf (Sierra Leone)
RER €05 NATol{Ar Socrar SECURIIY Ar{o lr{suRAr{cE Tausr -and- THE GovERNT.Ein oF THE REPuBuc oF SIERRALEoNE REPRESET{TEI' BY THE MNtsTER oFTouRlsn aNo CULTURAL AFFAIBS -and- AFBEAT{ ExPoFr-l PoFr Bark FBN B^XK (UK) LlrlrIED -and- THE CAPE SIEBnA HoTEL CoNIPA{Y L rIED DEED oF DIRE T AGREE ElT IN RELATION TO THE CaPE STERRA HorE!, FREsrow EXECUTION VEBSION Hogan Lovells F3IONJAGI210472A.10 v0805.

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10 Co1{rErrs Page Claus€ 1.

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9. t eHxnro s ArD llarERpFETAltoN SEcuRrrY lrrEREsrs STATUS oF TflE SUB.LEAE AID CO'{CESSION AGBEE E T NOTICE OF POTEI{ITAL TEBUNANON EVEI{T NOIICE OF BANKS'ACTIOIIS PNOPO6EO TERrllxAT|ON NOICE SuspENso oF cERTAtr{ NASSIT RGr{Ts SIEF'Ii{PEEPAn]TTonYAnRATGEIIEI{TS NO SEHI OF NOVATION 10.

PERsoa{g ExERcrsNG SrEP-iN 11. srEP-n 12.

SrEP-Ofi 13, SUBJECT OF NOVANON 14.

Novaror{ 15.

GENENAL PROVISOIrS FEGAAq G SIEP.OT/ NOVANON 16.


COI{CESSIONAIREDEFAULT 17.

TERrll'{AIO PAYTTE'{TS 18.

E FONCA'EfiT A'{O FORECLOSTJBE 19.

GoSL DECL aarloirs liIIEiEsr o.

{ uxPAto s[rs 20.

REPORTS N RE-ATIO{ TO THE PBOTECT 2'l - 22.

Caprlar.

Gau€ Tax oN orsposar.

oF Cot{cEssrot{ARE $ nEs 23.

PaY[Err EcHAt{rcs 24.

SEr-oFF 25.

CACULAI T€ AND cEFnHcATES 26- NorcEs 27.

CoxFroE[IAUrv 2A.
CoxFroE[IAUrv 2A.

As$ct{rEin al,to TBAIISFER 2 I 8 I 9 9 10 11 12 12 13 16 16 18 19 21 23 26 27 28 2A 2A 28 29 29 N 30 31 LtB01 / F 3D AU 24047 28.

1 0 Hogan Loveils 29.

AcEr{cY 30.

PowER ANo AUIHoRTTY 31.

PAHTIAL INVAUDTTY 32.

RE ED|ES A'{D WAIVERS 33.

ATEIDIEi|TS 34.

Cou[ERP nrs 35.

GovERNrr{G LAw 36.

ENFoBcEraEm ScfiEDuLEs 1.

FO OF STEFITI U}IOERTAXI G 2- Fonra oF l.lovanoN DEEo 31 31 32 32 32 32 32 32 35 37 Lla0l/F3DAL,/2404728.1 0 Hogan Lovolls THts DEEo is made on 4 A.,'s.
:"r- BETwEEN: (1) The National Social S€curfty and lngurance Trust, a Statutory Public Trust established under the lavrs o, Siena Leone by the National Social Security and lnsurance Trust Act, with its principal oftices at 32 Walpole Street, F.eelown, Siena Leone ("NASSilf'): (21 The Minister ot Tourlsm and Cultural Atlairs, acting for and on behaf ol the 2011 Govemment of lhe Republic ot Sierra Leone ("GoSL"); (3) FBN Bank (UK) Limltsd, a financial instilution incorporated under the laws oI England and Wales with registered number 04459383 and whose registered office is localed at 28 Finsbury Circus, London EC2M 7DT ("FBN"); (4) Arrican Erpod-lmpod Bank, a multilateral linancial institution seated pursuant to the Agreement for lhe Establishment of lhe Atrican Exportlmport Bank, whose headquarlers is at 72 (B) El Maahad El Eshteraky Streel, Heliopolis, Cairo 11341, Egypt ("Alreximbank" and, together with FBN, the "Banks"); (5) Arrrimbank, acting as security ag€nt and lrustee under the Facility Agreements (in such capacity, the "Security Ag6nt"); and (6) Cape Sbrra Hotel Company Ltd, a private limited liabilily company incorporated under the laws of Siena Leone, having its registered address at 26 Main Molor Road, Brookfields, Freetown, Sierra Leone and registered under registration number C.F.621 12010) (the "Concessionalre").
WHEBEAS: (A) Pursuant to the Sub-Lease and Concession Agreement, NASSIT has granled lo the Concessionaire the Sub-Lease and ths Concossionaire has agreed to carry out the Project, in each case subjecl to the torms and conditions set out in the Sub-Lease and Concession Agreement.

(B) ln order lo linance lhe Project and the payment of the Entry F€ entered into the Facility Agreements with the Banks.
€, the Concessionaire has (C) tt is a condition precedent to lhe availability oI the lacitities provlded by the Banks pursuant to the Facility Aoreements that NASSIT, GoSL and lhe Concessionaire enter into this Deed.

(D) This Deed is the GoSL Oirect Agreement reterrsd to in the Facility Agreements.

(E) lt is intended thal this document shall take etect as a Deed (notwihstanding that the some ol the Parties execule it under hand).
IT Is AGREEo: LtB01/F3DAU2404728.10 Hogan Lov€lls SEcnoN 1 IITERPREIATIOTI DEFWITIoNS A,{D TTERPFETAflo.

{ '1 .1 Detinillons ln lhis Deed (including the recitals lo this Deed): "Accounl Charge" means the account charges lo be dated after the date oI this Deed granling Security in respect of the accounts which the Concessionaire is obliged to maintain with the Banks or their local agents pursuant to the Facility Agreements to be entered into between the Borrower and the Security Agenl.
"Afrexim Standby Letter ol Credit" means lhe standby letter of credil issued or to be issued by Afreximbank (as lssuing Bank) on behalf of the Concessionaire pursuant to the Relay Facility Agreement.

"Assumed Obligations" shall have the meaning ascribed to thal term in Clause 11.1 (Step- I n Undetlaki ng).
"Bank Vehicle" a corporation incorporated in a jurisdiction ol the Security Agenl's choosing (acting reasonably), the entire issued share capital of which either is held by the Security Agent for the benefit of one or more of lhe Banks or is held by or on behalf of (and b€neficially owned by) one or more of the Banks, and which is approved by NASSIT pursuant to this Deed.
"Board" means lhe board oI officials of the Republic oI Sierra Leone with authority to grant licences to non-citizens under the Non-Citizens Act comprising the Minister ot Trade and lndustry, the Minister of Lands, the Minister ol Finance and Development and the Attorney-General ol the Republic ol Sierra Leone and/ or such other persons who may be so authorised lrom time to time.

"Breach Statemenl" has the meaning ascribed to that term in Clause 6 (Proposed Termi n ation I'loticeJ.
"Business Day" means: (a) in relation to any day on which a payment is lo be made under this Deed, a day (other than a Saturday or Sunday) on wfiich banks are open lor general business in Freetown, New YoIk City and: (i) in relation to any payment to be made to FBN under this Deed, London; and (ii) in relation to any payment to b€ made to Alreximbank or the Security Agent under this Deed, Cairo; and (iiD in relation to any paymenl to be made to or from any Slep-in Entity and or any Novalee, the city which is the principal linancial centre of the country in which such Step-in Entity or Novatee is based; and (b) in all other cases, a day (other than a Salurday or Sunday) on which banks are open for general business in Freetown, London and Cairo.
uB01/F3DAL/2404728 10 Hogan Lovells 3 "Certificate of Practical Completion" means the certificate of practical completion lo be issued by the Employer's Representative (as specified in the Construclion Contract) under lhe Construction Conlract in connection with practical completion or lhe Project.
"Certiticate ol the Proiect Monitor" means a certificate issued by the Project Monilor pursuant to the relevanl instrumenl of appointrnent contirming, amongst other things, that: (a) the Certificate of Practical Completion has been issued; (b) the Positive Notice has been issued undel (and as defined in) lhe SutLease and Concession Agreement; and (c) the Hotel Operator has issued the Hotel Completion Notice under (and as delined in) the Hotel Management Agreement.
"Concessionaire Event oI Default" has the meaning ascribed to that lerm in the Sub- Lease and Concession Agreement.
"Construction Conlracl" means the building contract relating to the construction o{ the Hotel entered into or to be entered into between the Concessionaire and the Contractor; "Construction Facility Agreement" means lhe construction facility agreement relating to the developmenl ol the Cape Siena Hotel, Freetown between Cape Sierra Hotel Company Ltd (as Borrower), Cape Sierra Holding Company (UK) Limited (as Guaranlor), FBN Bank (UK) Ltd (as Agent), African Export-lmport Bank (as Security Agent) and the financial instilutions set oul in Schedule 1 thereto (as Original Lendets) and dated on or about the date of this Deed.
"Construction Phase" means the period between the Effective Date and the date on which all amounts outstanding under the Construction Facility Agreement have been irrevocably discharged in lull.

"Gonlractor" means such lirm or company o, building contractors as may be appointed by the Concessionaire lor the purpose ol construction ol the Hotet (being, at the date of this Deed, Lagan Construction Limited).
"Cure Pedod" has the meaning ascribed to that term in Clause 16.2 loonsultation and Cure Period tot a Notice ol Concessionaire Detault pursuant to Clause 16.1).

"Debenture" means a debenlure created by lhe Concessionaire in favour oI the Security Agent creating charges over all property, assets and undertakings oJ the Concessionaire (including a mortgage over the Site) to be dated after the date of this Oeed.
"Effective Date" has the meaning ascribed to thal term under the Sub-Lease and Concession Agreement.

"Entry Fee" has the meaning ascribed to that term in lhe Sub-.Lease and Concession Agreement.

"Facility Agr66menl" means each of: (a) the Construction Facility Agreement; and (b) the Relay Facility Agreement, and the term "Facility Agreements" shallbe construed accordingly LlB01 /F30A112404728.1 0 Hogan Lovells 4 "Finance Party" means each Bank and the Security Agent.
"llotel" means all that part ol the Sile which is managed by the Hotel Operator pursuant to the Hotel Management Agreement.

"Hotel Managemsnt Agreement" means an agreement, in torm and substance satisfactory to the Banks, entered into or to be enlered inlo between the Concessionaire and the Holel Operator in relalion to the management of lhe Hotel.
"tlotel Operato/'means Hilton lnternational Manage LLC or such other internalional hotel operating company as may be appointed lo such role by the Concessionaire (with the prior written approval of the Banks).

"lntenlionally Undisclosed Breach" has the meaning ascribed to that term in Clause 8.4 (lntentionally Undisclosed Breaches).
"lntercreditor Deed" means the lntercreditor Oeed between the Concessionaire, FBN, Afreximbank, the Security Agent, the Lenders (as defined therein) and othels and dated on or about the date oI this Deed.

"Non-Citizens Act" means the Non-Citizens (lnterest in Land) Act 1966.

"Novatee" has the meaning ascribed to that term in Clause 13.1 (Novateel.
"Novation" means the novation ol rights and obligations and activities ol the Concessionaire under the SutsLease and Concession Agreement as conlemplated by this Deed.

"Novation Deed" has the meaning ascribed to that term in Clause 14.1 (Novation lmplementationl.

"Novation Eftective Oate" has the meaning ascribed to that term in Clause 14.1 (Novatio n I mple me ntation).

"Novation Remedial Programme" has the meaning ascribed to that term in Clause 13.7 (Novatio n Re med ial P rogramme).
"Outstanding Paymsnt Obligations" has the meaning ascribed to thal term in Clause 6 (P to posed Term i n atio n Notice).

"Outstanding Performance Obligatlons" has the meaning ascribed to that term in 6 ( P roposed Term inatio n Notice).

"Parent" means Cape Sierra Holding Company (UK) Limiled, a limited liability company incorporaled under the laws oI England and Wales, having its registered address at 34A North End Boad, London, United Kingdom, NW11 7PT and regislered under regislration number 07358414.
"Party" means a party to lhis Deed.

"Prsliminary Period" has the meaning ascribed to that term in Clause 7.1 (NASSr7.

termination righb).

"Proiect" means the demolition, rehabilitation and redevelopment ot the Hotel.

"Proiect Monitor" means AECOM Davis Langdon SA (Pty) Ltd or such other person as may be appointed to the role oI monitoring the progress of the Proiect by the Banks.
LlB01/F3DAL/2404728.1 0 Hogan Lovells 5 "Proposed Novalion Date" has the meaning ascribed to thal term in Clause 13.1 (Novatee\.

"Proposed Novation Notice" has the meaning ascribed to that term in Clause 13.1 (Novatee).

"Proposed Termination Notice" has lhe meaning ascribed to lhat lerm in Clause 6 ( Proposed Te rmi n atio n Noti cel.

"Proposed Termination Notice Date" has the meaning ascribed to that term in Clause 6 (P roposed Te rmin atio n Noti ce).
"Receiver'any receiver, manager or administrative receiver appointed under any or all of the Security Oocuments.
"Relay Facility Agrsement" means the construction and tourism-linked relay facilily agreement relating to the development, financing and operation ol the Cape Sierra Hotel, Freetown between Cape Sierra Hotel Company Ltd (as Borrowe0, Cape Sierra Holding Company (UK) Limited (as Guaranto0, Alrican Export-lmport Bank (as Mandated Lead Arranger, Agent, Security Agent and lssuing Bank) and the linancial inslitulions set out in Schedule 1 thereto (as Original Lenders) and dated on or about the date of this Deed.
"Remedial Programme" has the meaning ascribed to that term in Clause 8.2 (Remedial Programme).

"SBLC Expiry Date" means the Expiry Date applicable to (and as defined in) the Afrexim Standby Letter ol Credit.

"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.
"Security Assignment" means an assignmenl by the Concessionaire in lavour of the Security Agent oI all of the righls oI the Concessionaire under or in respect of the Sub- Lease and Concession Agreemenl and other agreements relating to the Project (defined as the "Proiect Documenls" in the Facility Agreements) to be dated after the dale of this Deed.
"Security Documenls" means (a) each Account Charge; (b) the Security Assignment; (c) the Debenture; and (d) each Share Charge "Share Charge" means each of: (a) the charge to be dated after the date oI this Deed granted by the Parent in favour of the Security Agent in respect of the entire issued share capital of the Concessionaire; and (b) the charge to be dated after the date of this Deed granted by the shareholders ol lhe Parent in lavour of the Security Agent in respect o, the entire issued share capital ol the Parenl.
LtB0l /F30AU2404728.

1 0 Hogan Lovells 6 "Site" means all that messuage or buildings, offices, cellars, outhouses, chalets, swimming pools, tennis courts, garage, workshops with courtyard and apPunenances together known as Cape Sierra Hotel, Cape Road, Freetown, Sierra Leone (as more particularly described in the Sub-Lease and Concession Agreement).
"Stepin" the exercise of lhe rights and performance oI the obligalions and activilies ot the Concessionaire under the SulLease and Concession Agreement as contemplated by lhis Deed.

"Stepin Date" means the date specilied as such in the relevanl Stepin Underlaking.

"Step-in Entity" has the meaning ascribed to that term in Clause 10.1 (Step-in Entities).

"Stepin lntention Notice" has the meaning ascribed to thal term in Clause 8.1 (Slep-in lntention Notice).
"Stepin Period" the period commencing on the Stepin Date and ending on the date determined pursuant to Clause 12.2 (Termination or Expiry of Stepin Period).

"Stepin Undertaking" has the meaning ascribed to that term in Clause 11.1 (Step,n Undedaking\.

"Stepout Date" has lhe meaning ascribed to that term in Clause 12.1 (Termination ot Stepin\.
"SuFLsase" means lhe suFlease granted to the Concessionaire by NASSIT in respect of lhe Site pursuant to, and subject to the terms and conditions oI, the SuFLease and Concession Agreement.

"Sub-Lease and Concession Agreement" means the sub-.lease and concession agreement entered inlo by NASSIT and the Concessionaire and dated 27 October 2010.

"Supplemental Breach Statemenl" has the meaning ascribed to that term in Clause 8.3 lsupplemental Breach Statements).
'Termination Event" means any event or circumstance, the occunence of which resulls in a righl for NASSIT or the Concessionaire (as the case may be) to deliver a Termination Notice pursuant to the Sub-Lease and Concession Agreement, including any Concessionaire Event of Default, any NASSIT Event of Delaull, any Malerial Adverse Government Action, any Prolonged Event ol Force lvajeure (in each case, as defined in the SutsLease and Concession Agreement) and/ or the occurrence oI lhe circumstances described in Clause 11.5 (Uninsurabilu of lhe Sub-Lease and Concession Agreement.
'Termination Notice" has the meaning ascribed to that term in the Sub-Lease and Concession Agreement.
'Termlnation Paymenl" means the amount of compensatjon payable by NASSIT to lhe Concessionaire pursuant to the Sub-Lease and Concession Agreement due to the occurrence of a Termination Event which has resulted in a Termination Notice being served under the Sub-Lease and Concession Agreement as determined pursuant to Clause 14.5 (Termination PaymenlO and Annex G (Concession Asset yaloe) oI the Sub- Lease and Concession Agreement and as Iurther clariried under Clause 17.2 (Calculation ol Te rmi n ation P ay men|.
'Termination Payment Date" means the date on which NASSIT is obliged to pay any Termination Payment arising in respect of such Termination Event which, for the LIB01 /F3DAL2404728.

1 0 Hogan Lovelh 7 avoidance of doubt, shall be not later than 5 Business Days after the date oI the relevanl Termination Nolice delivered in respect ol such Termination Event pursuant to the Sub- Lease and Concession Agreement.
'Variation" means any variation, amendment, novation, assignment, transfer, waiver, supplement, replacement or restatement or the giving oI any waiver, release or consenl having lhe same commercial effect.
lnterpretation (a) Unless a contrary indicalion appears, any rererence in lhis Deed to: (i) any'Party" (where applicable, in any capacity) shall be c€nstrued so as to include its successors in title, permitted assigns and permitted translerees: (iD any agreement or instrument is a reference to that agreement or instrument as amendd, novated, supplemented, varied, exlended or restaled from time to lime: (iiD the words "including' and "in paniculaf shall, unless the contexl otherwise requires, be deemed to be followed by the expression '(but not limited to)" or 'Vrithout llmitation" (as the contexl may require); (iv) a "person' includes any individual, lim, mmpany, corporation, government, siate or agency ot a state or any association, trust, joint venture, consortium or partnership (wheiher or not having separate legal Personality) ; (v) a 'iegulation' includes any regulalion, rule, olficial direclive, request or guideline (whether or not having the lorce of law) of any governmental, intergovernmental or sup,anational body, agency, departmenl or oI any regulatory, self-regulalory or other authority or organisation; (vi) a provision ot law is a reference lo that provision as amended or re- enacted;and (b) Section, Clause and Schedule headings are lor ease oI relerence only and shall not affect the interpretation ol this Deed.
11801 iF3DAL/2404728.1 0 Hogao Lovells 8 SEcnoN 2 STEFTN RtcHTs SECURITY INTERESTS 2, 2.1 Notice ol security interests The Security Agent hereby gives notice to NASSIT ol the Security which is intended to be granted by the Concessionaire and others in favour of the Securily Agent pursuant to the Security Documents.
2.2 Consent to security interests NASSIT acknowledges lhat it has received full details of the Security to be created by the Concessionaire and others in lavour ol the Securily Agent pursuant to the Security Documents and approves the nature and extent of the Security to be so crealed loI the purposes ot the SutsLease and Concession Agreement and consenls lo the granting of the Security.
2.3 No other notice NASSIT conlirms to the Security Agent for the benelit of the Banks that, except ror the notice contained in Clause 2.1 (Nolice ot securiy interesb), it has not received notice ol or consented to any other security inlerests granted by the Concessionaire or any other person over any righl, title, benefit or interest in and to the Sub-Lease and Concession Agreement or any of the assets to be secured putsuant to the Security Documenls.
NASSIT agrees to nolify lhe Security Agent ol any such security interests notified lo it after lhe date of this Deed.
2.4 Receiver To the exlent permitted by applicable law, nothing in this Deed shall prejudice the righls ol the Security Agent to appoint a Receiver in respect of the Concessionaire or any other relevant person or lo petilion for or consent to the making of an order lor the appointment of an administrator or similar insolvency officer in relation lo lhe Concessionaire or such other relevanl person.
2.5 Enlorcemenl ot Security Documents The enforcemenl by the Security Agent of the Security Documents shall not entille NASSIT to terminate the Sub-Lease and Concession Agreement, provided that lhe manner in which the Security Oocuments are enforced complies with this Deed.

3.
3.

STATUS oF THE SUB-LEASE aND CoNcESsroN AcREEMENT 3.1 Obligations oI the Concessionaire to continue Except lo the extent expressly provided for in this Deed, the Concessionaire shall continue to be liable for all its obligations and liabilities, whenever occurring, under or arising lrom lhe SuFLease and Conc€ssion Agreement up to any relevanl Novation Efiective Date, notwithstanding: (a) lhe service of a Slep-in lntention Notice or the issuance ol a SteFin Undertaking; or LlB0l/F3DAU2404728.
1 0 Hogan Lovells (b) the service of a Proposed Novation Notice 3.2 Assignment NASSIT shall not, without the prior consent ot the Security Agenl, assign or otherwise dispose of the benelit or burden of all or parl oI the Sub-Lease and Concession Agreemenl excepl lo a successor.

3.3 Banks' obligations under the Sub-Lease and Concession Agreement NASSIT acknowledges that the Finance Parties shall have no obligations under the Sub- Lease and Concession Agreement, except pursuant to this Deed.

4.
4.

NorrcE oF porENTtAL TERM|NAnoN EVENT NASSIT and the Concessionaire will notify the Finance Parties prompUy upon the occurrence of any event or circumstance which would (with the exPiry of any grace or cure period, the giving ol notice, lhe making oi any determination under the Sub-Lease and Concession Agreement or any combination of any of the loregoing) be a Tetminalion Event.

5.
NoncE oF BANKS'AcTIoNs 5.1 Bank acceleration notice (a) Each Bank undertakes to give notice to NASSIT, at the same time as notice is given to lhe Concessionaire (as borrower under the Facility Agreements), oI the acceleration oI any amounts due and owing under any Facility Agreement or oI any other nolice served pursuant to lhe relevant clauses of the Construction Facility Agreement and/or the Relay Facilily Agreement addressing the acceleration oI amounts oulstanding thereunder, stating the grounds for that acceleration or nolice.
(b) The Security Agent undertakes to notily NASSIT promptly lollowing receipt ol instructions lrom any or all ot the Banks pursuant to which it is obliged to enforce any of the Security Documents or, if earlier, at lhe same lime as it gives notice to any of the Banks of its intention 1o enforce any of the Security Documents.
5.2 Notice ot appointment of insolvancy officer The Security Agent underlakes to notify NASSIT al the same time as a Receiver is appointed in respect ol the Concessionaire, or a petition is made, or consent is given to the making of an order, lor the appointment of an administrator or similar insolvency officer in relation to the Concessionaire (in each case, to the extent that the same is relevant under applicable law).

6.
6.

PRoPoSED TERMTNATToN NorcE (a) NASSIT unde(akes to the Finance Parties not to exercise any rights it may have to deliver a Termination Nolice without lirst giving the Finance Parties not less than 10 Business Days' prior notice (a "Proposed Termination Notice") slating lhe grounds Ior the exercise by NASSIT oI that right and the date on which NASSIT proposes lo serve a Termination Nolice in respect of such right (the "Proposed Termination Notice Date").
LtB01/F3DAL_/2404728 1 0 Hogan Lovells - 10 - (b) The Proposed Temination Notice shall be accompanied by (or shall include) a statement (the "Breach Statement") detailing: (i) subject to sub-paragraph (b)(ii) below, the amounl of: (1) any sums which NASSTT knows are, oI reasonably blieves to be, due and payable but unpaid by the Concessionaire pursuant to the Sub-Lease and Concession Agreement as at the date oI the Proposed Termination Notice; and (2) any further sums which NASSIT knows or reasonably believes shall become due and payable to NASSIT under lhe SutsLease and Concession Agreement up lo and including the Proposed Termination Notice Date, (together "Outstanding Payment Obllgations"); (ii) in the case of any claims lor damages or payment under an indemnity, or in other circumstances where it is not reasonably praclical lor NASSIT to specify a precise amount, NASSIT shall instead state the nature and principal grounds for the claim and give its estimate of the quantum ol the claim together with a percentage ligure representing its margin of error (and, lor the avoidance oI doubt, the liability ol any Step-in Entity for claims referred to in this sub-paragraph (bxii) shall not exceed the amounl of NASSIT'S estimate plus the margin for error so notified by him); and (iiD any obligations or liabilities (other than the Oulstanding Payment Obligations) which NASSIT knows or reasonably believes should have been performed or discharged by lhe Concessionaire but which have nol been so performed or discharged as at the dale of the Proposed Terminalion Notice (the "Outstanding Perlomance Obligations").
SUSPENSIo'I oF CERTAN NASS]T RIGHTS 7, 7.1 NASSIT terminalion rights NASSIT shall not be entitled to deliver a Termination Notice during the period from the issue oI a Proposed Termination Notice until NASSIT is noliried pursuant lo clause I (No Stepin or Novationl u (iI earlier) the Proposed Termination Notice Date (the "Preliminary Period").
7.2 Variations NASSIT shall not be entitled, at any lime during the Preliminary Period, lo initiate any Varialions or to require Variations which have been so iniliated but not begun to be implemented by that time (and ior this purpose "implementsd" includes NASSIT making commitments in reliance on the Variation being made) to be efiected by the Concessionaire under the Sub-.Lease and Concession Agreemenl without the consent ol the Securily Agent.
7.3 Unafiected NASSIT termination rights For the avoidance of doubt, nothing in this Clause 7 shall affect the rights and obligations of NASSIT to deliver a Notice ol Concessionaire Oerault and/ or a Terminalion Notice in lhe circumslances set out in Clause 16.

'1 (Notce of Concessionaire Delaulil and Clause 16.3 lconsquences of a Notice of Concessionaire Delauft pursuant to Clause 16.1\.
L|B01/F3DAL/2404728.10 Hogan Lovelts -'11- I 8.1 STEP.I PBEPAaATORY AR RANGEI{ENTS Slepin lntention Nolic€ On or before the Proposed Termination Notice Date, the Security Agent shall notity NASSIT whether the Banks intend to procure a Step-in (a "StePin lntention Notice").

The issuance ot a Stepin lntention Nolice will be made in good lajth, but will not oblige the Security Agent to issue, or procure the issuance oI, a Stepin Undertaking.
Bemedial Programme (a) lmmediately lollowing receipt of a Stepin lntention Notice, NASSIT and the Security Agent shall seek to negotiate, in good taith, a reasonable programme (the "Remedial Programrne") for remedying as soon as possible the breaches of the Sub-Lease and Concession Agreement described in terms oI the Outstanding Performance Obligations and the Outstanding Payment Obligalions.
(b) Where the breach is irremediable, the Remedial Programme shall identily the action to be taken to place NASSIT in the same linancial, commelcial and technical position, and for all other practical purposes, in all material respects, as it the breach had noi occurred.

(c) The Remedial Programme shall sp€cify in reasonable detail specific tasks to be completed and specific sums to b€ paid by specified dates.
For the avoidance of doubt, any sums which are due and payable lo NASSIT pursuant to the Sub- Lease and Concession Agreement shall be paid by the Slepin Entity in full on the Stepin Date.

8.3 Supplemental Breach Statements 8.4 Subject to Clause 8 .4 (lntentionally Undisclosed Bre hes) , al any time before the Stepin Undertaking is delivered, NASSIT may nolily the Securily Agent oI lurlher Outstanding Payment Obligations and lurther Outstanding Performance Obligations (a "Supplemental Breach Statement).
NASSIT and the Security Agent will immediately seek, within the lime described in Clause 8.5 (Reactivation of NASSIT termination righls), in good faith to revise the Remedial Programme to Fovide for how and when the breaches described in a Supplemental Breach Statement are to be remedied.
lntsntionally Undisclosed Breaches (a) ln no circumstances shall NASSIT b€ entitled to include in a Supplemental Breach Statement a breach of the Sub-Lease Concession Agreement which was known by it to exist at lhe time when the Breach Statement or a previous Supplemental Breach Statement was notified to the Security Agent and was intentionally not included in such a statement (each an "lntentionally Undisclosed Breach").
(b) Except lor the right described in paragraph (a) above to prevent NASSIT lrom including in a Supplemental Breach Statement an lntentionally Undisclosed Breach, NASSIT shall have no liability of any nature whatsoever relating to any Iailure to nolily the Security Agent ol any breach oI the Sub-Lease and Concession Agreement, regardless whether the breach was known to it.
Reactivation ol NASSIT Termination Rights lf: LIB0I /F3DAL/2404728_ 1 0 Hogan Lovells (a) lhe Remedial Programme is not agreed in writing; and/ or (b) the Slepin Undertaking is not delivered to NASSIT, on or belore noon on the date lalling 15 Business Days atler lhe date of the Step-in lnlention Notice, NASSIT shall be enlitled to exercise any or all o, its rights to deliver a Terminalion Notice pursuanl lo the SuULease and Concession Agreemenl withoul Iurther reference to the Security Agent and lree from any other restrictions under this Deed.
For the avoidance of doubt and nolwithstanding any other provision oI this Deed, it a StePin lntention Notice has been issued, NASSIT shall nol exercise its rights to deliver such a Termination Notice before noon on lhe date talling 15 Business Days after the date oI the Stepin lntention Notice unless it receives notification ,rom the Security Agenl pursuanl lo Clause I (No Stepin or Novation).

9.
9.

No SIEP{N oR Novano lf, at any time during the Preliminary Period, it is decided that: (a) no Stepin Undertaking will be issued; and (b) no Novation will be etlected pursuant to Clause'14 (Novation), the Security Agent shall notify NASSIT immediately.

On receipt oI such notice, NASSIT may, at its discretion, but without prejudice to its obligations under Clause 16 (Coroessionake Deraulo, exercise any or all of its righls to terminate the Sub-.Lease and Concession Agreement.

10.
10.

PERsoNs EXEFoISNG STEFIN '10.1 Stepin Entities Stepin may be effected by any of the following persons (each a "Stepin Entity"): (a) the Security Agent, as agent for one or more of the Banks (each ol which shall be notified to NASSIT); or (b) a Bank Vehicle.
'10.2 Stepin Entity lnformation At least I Business Days prior to the issue ol a Stepin Undertaking, the Security Agenl will provide the lollowing information to NASSIT concerning the Stepin Enlily: (a) its name and address; (b) where lhe Stetrin Entity is a Bank Vehicle, ils registered number, the names and addresses of ils regislered shareholders (and beneticial owners of the shares, il ditterent) and the share capilal owned by each ol them and the names and addresses ol its directors and the company secretary (or equivalenl, if any): (c) details of its legal capacily, powers and authority to discharge the obligations and liabilities to be assumed by it; (d) details of the means by which it is proposed to linance the Stepin Entily (including in reasonable detail the extenl to which such finance is committed and any conditions precedent as to its availability for drawing) to enable it lo discharge all the obligations and liabililies to be assumed by il; L|B01/F3DAL,"240428.10 Hogen Love s - 13 - (e) lull details ol the technical, commercial and other resources to be available to the Stetrin Entity to enable it to dischatge all the obligations and liabilities to be assumed by it; and (l) any further inlormation which NASSIT may reasonably require about the Stepin Entity_ 10.3 NASSIT approval of Stepin Entity (a) The approval ol NASSIT lo the Stepin Entity must be obtained before Sletrin.
Any NASSIT approvalshall be conditionalon the Stepin Entity in facl possessing, when giving the Stetrin Undertaking, the legal capacity, power, authority, title to property and olher resources which satisly NASSIT pursuant to lhis Clause 10.
(b) NASSIT may only object lo the Slep-in Enlity il it is not satisried (acling reasonably) that: (D the Stetrin Entity has the legal capacity, power and authorisation lo become a party to and discharge its obligations and liabilities under the Stepin Underlaking; ancyor (ii) the linancial, technical, commercial and other resources available to the Step-in Entity are sutficient to enable it to discharge its obligations and liabilities under the StePin Undertaking.
10.4 Timing ot NASSIT approval 10.5 lf NASSIT does not notify the Security Agent wilhin 5 Business Days of receipt of all informalion required under Clause 10.2 (Ste?in Entity informatbnl that it obiects to the proposed Stepin Entity and the grounds for that objeclion, NASSIT shall be deemed to have approved that Stepin Entity.
Altemative Stepin Entity proposal (a) ll NASSIT objects to a proposed Step-in Enlity pursuant lo Clause 10.3 (NASSTI aryoval ol Stepin Entity), lhe Security Agent may propose no more than one alternative Stepin Entity (which may include a Stepin Entity which has previously been proposed but in relation to which the circumstances which tormed the basis ol the objection by NASSrT have changed).
(b) ln the circumstances described in paragraph (a) above, NASSIT and the Security Agent will hold discussions belore such nominalion with lhe intention ol ensuring that a mutually suilable candidate is proposed as an ahernative Stetrin Entity.

The Proposed Termination Notice Dale shall not be extended as a result oI any such objection or alternative proposal.
11 SrEFN 11.1 Stepin Undertaklng (a) Following: (i) service of a Proposed Termination Notice by NASSIT; (iD service of a Stepin lntention Notice by the Security Agent; 11801 /F3DAL/2404728.1 0 Hogan Lovells -14- (iiD agreemenl of the Remedial Programme; and (iv) approval by NASSIT ot lhe Stepin Entity, the Security Agent may, at any time up to the Proposed Termination Notice Date, deliver to NASSIT a written, legally-binding undertaking trom the Step-in Entity subslantially in the form sel out in Schedule 2 (Form of Stepin Undenakingl),lhe Iinal lorm and content of which shall be approved by NASSIT (acling reasonably) (rhe "slePin underlaking").
(b) The obligations assumed pursuant to a Stepin Unde,taking (the "Assumed Obligatlons") are: (i) to perform or discharge, or procure the performance or discharge ol, all obligations (including the payment ol any sums to NASSIT) which arise pursuanl lo the Sub-Lease and Concession Agreement from (and including) the Step-in Dale; to remedy Outslanding Payment Obligations and Oulstanding Performance Obligations according to, and otherwise p€rform, lhe Bemedial Programme; and (ii) (iiD to pay a sum equal to the damages payable to NASSIT which arise pursuant to the SuFLease and Goncession Agreemenl, relating to breaches disclosed in the Breach Statement or any Supplemental Breach Statemenl.
(c) For the avoidance of doubt, the Assumed Obligations shall include matters notified and accepted pursuant to Clause 1 'l .5 lPost Step-in breeh updates) but shall exclude any amounts in respect ol claims relerred lo in sub-paragraph (b)(ii) ol Clause 6 (Proposed Termination Norbe) in excess of NASSIT'S estimale plus the margin lor error relerred to in that Clause.
-t1.2 Accession and payment Upon delivery by the Step-in Entity ol the Stetrin Undertaking, the Siep-in Entity shall: (a) accede to this Deed by delivering to each of the Parties a legally binding undertaking to be bound by the provisions of this Deed (and, from such date, the Stepin Entity shall be deemed to be an additional Party lo this oeed and shall be bound by and entitled to benefit lrom and enforce the provisions of lhis Oeed relating to Stepin); and (b) pay in lull all sums which are then due and payable to NASSIT pursuant lo lhe Sub-Lease and Concession Agreement.
'1 1.3 Suspension ot obligations During the Stepin Period: (a) the obligalions ol the Concessionaire under the Sub-Lease and Concession Agreement shall be suspended and NASSff shall not be entitled to take any action against the Concessionaire by reason of a failure by the Concessionaire to perfom any oI its obligations under lhe SutsLease and Concession Agreement.
This suspension shall be without preiudice to any claim which NASSIT may have against lhe Concessionaire in respect ol any lailure by the Concessionaire to LtB01/F3DAU2404728.1 0 Hogan Lovells - 15 - perform any o, its obligations under the Sub-Lease and Concession Agreement accrued prior to the Step-in Date, provided that no aclion may be taken by NASSIT to enforce such claim during lhe Stepin Period; and (b) the Stetrin Entity shall perform the Assumed Obligations and shall have rights against NASSIT equivalent lo the rights of the Concessionaire against NASSIT under the Sub-Lease and Concession Agreement as if the Stepin Entily had been a party to the Sub-Lease and Con@ssion Agreemenl in place of lhe Concessionaire, but on the basis that the performance by the Step-in Entity of the Assumed Obligations constilules full performance by lhe Concessionaire of its obligations under the Sub-Lease and Concession Agreement.
The obligations so assumed by the Step-in Entily are separate from the obligalions oI the Concessionaire and nothing in this Deed shall constitute the Stepin Entity an agent of the Concessionaire.
11.4 Bestriction ot NASSIT Terminalion Rights during Step-in Period During lhe Step-in Period, NASSI shall only be entitled to exercise its rights oI termination under the Sub-Lease and Concession Agreemenl: (a) if the Stepin Entity lails to perform its obligations under Clause 11.2 (Accession and payment): (b) if there is a material breach oI lhe Siepin Undertaking; or (c) where the right of termination arises on or atter Step-in (and, for the avoidance oI doubt, it is acknowledged that any grace periods permitted by the Sub-Lease and Concession Agreemenl in the circumstances where such right arises, shall apply).
11.5 Post Stepin Breach Updates (a) Within 10 Business Days of Step-in, NASSIT shall notify the Security Agent of any lurther breaches ol the Su Lease and Concession Agreement, regardless of whether the breaches occurred at any time betore or during Stetrin (but subject always to Clause 8.4 (lntentionally Undisclosed Breaches)).
(b) NASSIT and lhe Step-in Entity will seek in good laith to vary lhe Remedial Programme to provide lor how and when such further breaches are to be remedied, unless the Stepin Entity elects to Stepout pursuant to Clause 12 (Step-oul.
11.6 Extent ol liability ol Step-in Entity and Banks For the avoidance oI doubl: (a) NASSIT shall have no claim against lhe Step-in Entity except to lhe extent oI the Assumed Obliga0ons; and (b) save where the Stepin Entity is the agent ol the Banks, NASSIT shall have no claim against any Bank for any Outstanding Payment Obligalions, Outstanding Perlormance Obligations or lor any other obligation under the SuuLease and Concession Agreement.

LtB01/F3DAL/2404728.


1 0 Hogan Lovells - tt - 12 SrEFour 12.1 Termination ot Stepin (a) The Stepin Entity may terminate lhe Stepin Period at any lime by giving not less than 5 Business Days notice to NASSIT.

Termination will take eltect at midnighl on the expiry of that nolice (the date on which such termination takes effect being the "stePout Date').
(b) lI the Stepout Date occurs prior lo a Novation Elfective Date, NASSIT may, at its discretion, exercise ils rights lo terminate the SuFlease and Concession Agreement in accordance with the terms thereol.
12.2 Termination or expiry ot Step-in Period The Stepin Period shall expire on the eafliest of: (a) any Slep-Out Dale; (b) any Novation Effective Dale;and (c) the date on which NASSIT exercises its rights of termination ol the SutsLease and Concession Agreement pursuant lo Clause '11.4 lRestriction ol NASSIT Termination rights during Stepin Perioq.
12.3 E lect ol Stepout On lermination or expiry of the Stepin Period, the Stetrin Entity shall be aulomatically released lrom those of its obligations, liabilities and duties pursuant to the Stepin Undertaking to be performed or discharged after termination or expiry of the Slepin Period.
Termination or expiry of the Stepin Period shall not atfect responsibility for obligations, liabilities and duties which: (a) have tallen due ,or performance or discharge on or belore the lermination or expiry ol the Stetrin Period and which have not been fully performed or discharged (or which have not been assumed by a Novatee); or (b) fall due tor performance or discharge after lhe termination or expiry oI the Step.in Period, but arose or were incurred during, or by reason or in respect oI, any lime, or act, Iajlure to act, evenl or circumskmce occuning, during the Stepin Period.
SuBJEcr oF NovATot{ Novatee (a) At any time: (i) up to (and including) the date falling 10 Business Days prior to the Proposed Termination Notice Date (where no Stepln Undertaking has been given); or (ii) during the Stepin Period, but at least 5 Business Days prior to the Step out Date, the Security Agent may notify (a "Propos€d Novation Notlce") NASSIT and the Concessionare that it wishes another person (a "Noyatee") to assume all the '13 '13.1 LIBO1 |F3DAU240472A 1A Hogan Lovells rights and obligations of the Concessionare under the Sub-Lease and Concession Agreement in subslitution lor the Concessionare.
(b) Any notice delivered pursuanl to paragraph (a) above shall specify a date on which such assumption is to be eflective (the "Proposed Novation Date"), which shall lall nol laler than the Proposed Termination Notice Date or the Step-out Date (as the case may be).

The issuance ot a Proposed Novalion Notice will be made in good laith, but will not oblige the Security Agent to issue, or procure the issuance of, a Slepin Undertaking.
13.2 Novateeinformation Within 8 Business Days oI the date ol the Proposed Novalion Nolice, the Security Agenl will provide the lollowing inlormation to NASSIT conceming the Novatee: (a) its name and address: (b) iI the Novatee is a corporation, its registered number, the names and addresses ot its registered sharehoHers (and benelicial owners of lhe shares, if different) and the share capital owned by each of them and lhe names and addresses of ils directors and the company secretary (or equivalenl, if any) (or equivalent intormation ii lhe Novatee is a parlnership or other legal entity); (c) details ol its legal capacity, powers and authority to discharge the obligations and liabilities to be assumed by il; (d) details ol the means by which it is proposed to Iinance the Novatee (including in reasonable detail lhe exlenl to which such ,inance is committed and any condilions precedenl as to its availability Ior drawing) to enable il to discharge all the obligations and liabilities to be assumed by it; (e) full details of the technical, commercial and other resources to be available to the Novatee to enable il to discharge all the obligations and liabilities to be assumed by it; (l) any lurther information which NASSIT may reasonably require about the Novatee.
13.3 NASSIT approval o, Novatee (a) The approval of NASSrT to the Novatee musl be obtained before Novation.

Any NASSIT approval shall b€ conditional on the Novalee in fact possessing, by the time of Novalion, lhe legal capacity, power, authorily, litle to property and other resources which satisry NASSIT pursuant to this Clause 13.3.
(b) NASSIT may only object to the Novatee iI it is not salisfied (acting reasonably) that: (D the Novatee has the legal capacily, power and authorisation to become a party to and discharge its obligations and liabilities as a result ol the Novation;and/or (iD the financial, technical, commercial and other resources available to the Novatee are sufficient to enable it to discharge its obligations and liabilities lollowing the Novation.

LlB0l /F30AU2404728.


1 0 Hogan Lovells - 18 - 13.4 Timing ot NASSIT approval It NASSIT does not notify the Security Agent within 5 Business Days of teceipl of all inlormation required under Clause 13.2 (Novatee inlormation) that il obiects lo the proposed Novatee and the grounds lor that objection, NASSIT shall be deemed to have approved that Novatee.
13.5 Alternative Novalee proposal (a) l, NASSIT obiects to a proposed Novatee pursuant to Clause 13.3 (NASS/I awroval of Novatee), lhe Security Agent may propose no more than one alternative Novatee (which may include a Novatee which has previously been proposed but in relation to which the circumstances which formed the basis of the obiection by NASSIT have changed).
(b) ln the circumstances described in paragraph (a) above, NASSIT and the Security Agent will hold discussions belore such nominalion with the intention ol ensuring that a mulually suitable candidate is proposed as an alternative Novatee.

The Proposed Termination Notice Dale shall not be extended as a Iesull of any such objeclion or alternative proposal.
13.6 Withdrawal of Proposed Noyation Notice 13.7 lf, before the Proposed Novation Date, it is decided not to proceed with the Novation, the Security Agent shall promptly notily NASSIT ol such decision and the Proposed Novalion Notice shall be deemed to have been wilhdrawn and the rights and obligations ol the Parties shall be construed as iI the Proposed Novation Notice had not b€en given.
Novatlon Bemedial Programme (a) lf any breaches ol the Sub-Lease and Concession Agreement are then outstanding (without prejudice to the rights o, NASSIT to terminate the SuElease and Concession Agreement as restricted under Clause 11.4 lqestriction ot NASSIT termination rights during Step-in Period), including the right to terminate for material bleach of the Stetrin Undertaking) NASSIT and the Security Agent will seek to negotiate, in good faith, a reasonable programme (the "Novation Remedial Programme") Ior remedying as soon as possible lhe breaches of the SutsLease and Concession Agreement.
(b) The Novation Remedial Programme shall specify in reasonable delail specilic tasks to be completed and specific sums to be paid by specified dates.

For the avoidance oI doubt, all sums which are due and payable to NASSIT pursuant to the Sub-Lease and Concession Agreemenl (including accrued interest) shall be paid by the Novatee in full on the Novation Etfective Date.
14 NovAno 14.1 Novalion lmplementatlon (a) Following: (i) (i0 (iii) agreement ol the Novation Remedial Programme; and service ot a Proposed Termination Notice by NASSIT; service ot a Proposed Novation Notice by the Securily Agent; LlB01/F3DAL2404728.1 0 Hogan Lovells - 19 - (iv) approval by NASSIT of the Novalee, the Novatee, lhe Security Agenl and lhe Concessionaire may, at any time up to the Proposed Teminalion Notice Dale, deliver to NASSIT a deed oI novation substantially in the lorm set out in Schedule 3 (Form of Novation Deed), the final form and conlent oI which shall be approved by NASSIT (acling reasonably) (the "Novatlon Deed") and NASSIT shall execule the Novation Deed wilhin 5 Business Days oI its receipt (the date of execution by NASSIT being the "Novatlon Eftective Dale").
(b) On lhe Novation Effective Oate, pursuanl to lhe Novation Oeed: (i) the Novatee shall: (1) be granled all of the rights and assume all oI the obligations and liabilities ol the Concessionaire under the SuFLease and Concession Agreement; and (21 become a party to the SubLease and Concession Agteement in place ol the Concessionaire, and, from the Novation Ellective Date, shall be treated as iI il were named as a pany to the SutsLease and Concession Agreement in place ol the Concessionaite; (ii) NASSIT shall owe its obligations under lhe Sub-Lease and Concession Agreement arising on and after such Novation Effective Date to the Novatee and the receipt, acknowledgement or acquiescence ol the Novatee shall be a good discharge; and (iiD the Novatee shall pay all sums which are due and payable to NASSIT pursuant to the Sub-Lease and Concession Agreement (including al!
accrued interesi).

14.2 Direct Agreement NASSIT and the linanciers oI the Novalee shall execute, on or prior lo the Novation Etfective Date, a direct agreement substantially in the form, changed according to context, ol this Deed (the final lorm and content to be approved by NASSIT (acting reasonably)).

'14.3 Novation repelition 15 15.1 No more lhan one Novation shall be etfected in any 12 month period withoul the consent Of NASSIT.
GENERAL pRovrsroNs BEGAFDNG STEp-ra{/ NovAnoN Cooperation (a) The Finance Parties and any Stepin Entity and/ or any Novalee each agree with each of NASSIT, GoSL and the Concessionaire lo use all reasonable etforts to minimise disruption lo the services provided from the Site when exercising rights granted to the Finance Parties under this Deed.
LIB0l/F3DAU2404728.1 0 Hogan Lovells (b) For the purpose of Step-in and/ or Novation, or oI considering whether to Step-in or undertake Novation, NASSIT and the Concessionaire shall use reasonable efforts (so far as it is entitled to do so) to give reasonable access to the Site.
15.2 No exoneration The liability ol any Step-in Entity or any Novalee under this Deed or any Stepin Undertaking or any Deed of Novation shall nol be afiected by any act, failure to act, matter or thing which, but for this provision, might operate to release or otherwise exonerale such Step-in Entity or such Novatee lrom its obligations or affect such obligations, including: (a) any time, waiver, consent or indulgence granted to the Concessionaire, such Stetrin Entity, such Novatee or any other person otherwise lhan as given in writing under this Deed; (b) any compromise or release oI or refusal or neglecl to perfect or enforce any righls or remedies against the Concessionaire or any other person or any Variation of this Deed or other document relerred to in it; (c) (d) any legal limilation, disability or incapacity relating to the Concessionaire, or any olher person, or lhe dissolution, amalgamation, reconstruction or insolvency oI the Concessionaire or any other person; or any irregularity, unenforceabilily, invalidity or fruslration of any obligations ol the Concessionaire or any other person under this Deed or any document referred to in it.
L|801 /F3DAt-/2404728.

1 0 Hogan Lovells -21 - SEcnoN 3 TEE TNATloN PAYIaENrs 16.

CoNcESstoNArBE oEFAULT 16.
'l Notice ol Concessionaire Default (a) lf: (i) the event set out in Clause 14.2(t) (Concessionate Events ot Defaun ol the SuElease and Concession Agreement occurs; ancl/ or (b) (c) (ii) the issuance of the Certificate oI the Proiect Monitor does not occur, in each case, prior to lhe SBLC Expiry Date, then the Security Agent may direct NASSIT (and NASSIT shall comply promptly with any such direction) to serve a Notice of Concessionaire Default under (and as defined in) the Su$Lease and Concession Aoreement on the Concessionaire.
lf NASSIT does not serve a Notice of Concessionaire Default on the Concessionaire as contemplated under paragraph (a) above within 3 Business Days o, being directed to do so by the Security Agent, NASSIT shall be deemed lo have served that Notice of Concessionaire Delault.
Subjecl to Clause 16.2 (Consullalion and Cure Period for a Notice of Concessionaire Detauft pursuant to Clause ,6. r) and Clause '16-3 (Consequences of Notice ot Concessionaire Default pursuant to Clause ,6.r), the relevant provisions oI the Sub-Lease and Concession Agreement shall apply with respect to such Concessionaire Evenl ol Defautt contemplated under paragraph (a) above (and, lor the avoidance of doubt, the event described in sub-paragraph (a)(ii) above shall be considered a Concessionaire Event of Delault Ior the purposes of the SutrLease and Concession Agreemenl).
16.2 Consultalion and Cure Period lor a Notice of Concessionaire Delault pursuant to Clause 16.1 (a) Following delivery ol any nolice by the Security Agenl pursuant to paragraph (a) of Clause'16.1 (Notice ot Concessionaire Defaun and/ or the delivery ol any Notice of Concessionaire Default (as defined in the Sub-Lease and Concession Agreement) by NASSIT pursuant to paragraph (a) of Clause 16.1 (Notice ol Corrcessionaire Detaul\, each of NASSIT, lhe Concessionaire and the Banks shall consult with GoSL in good faith during the Cure Period (as derined in paragraph (b) below) with a view to agreeing the steps to be taken in order to remedy such Concessionaire Event of Delault.
(b) The Concessionaire shall be deemed to have cured a Concessionaire Event of Default in the circumstances contemplated under Clause 16.1 (Notice of Concessionaire Defaul| it, during the period between the date receipt of the relevant Notice of Concessionaire Default served pursuant to Clause 16.1 (Notlce of Concessionaire Detaul| and the SBLC Expiry Date (such period being, the "Cure Period"), the Concessionaire shall have: (i) procured the issuance of the Certilicate of the Proiecl Monitor; uB01/F3D41,2404728.1 0 Hogan Lovells (ii) obtained allernative linancing from a thild party in replacement oI the Relay Facility Agreement and the Afrexim Standby Letter of Credit (in each case on lerms acceptable to FBN in its discrelion) with allcondilions to the availability o, such alternative linancing having been met: (iiD repaid in full all amounts outstanding undet the Construction Facility Agreemenl, from sources a@eplable to Afreximbank; or (iv) taken such action as agreed by all Parties in writing, and, accordingly, the Notice oI Concessionaire Default served pursuant to Clause 16.1 (Notice ol Concessionaire Detaun shall be deemed to have been withdrawn by NASSIT.
Without preiudice to paragraph (a) above, il during a Cure Period the Concessionaire oblains the written consenl oI A{reximbank and FBN to the extension oI the SBLC Expiry Date (and Afreximbank does indeed exlend the term ol such letter of credit), the relevant Cure Period shall be extended lor a period ol time equal to the period ol the extension agreed in respect oI the Alrexim Standby Letter of Credit.
For the avoidance of doubt, il a Notice oI Concessionaire Default served pursuant lo Clause 16.1 (Not ce of Concessionaire Deraul0 is served on or after the SBLC Expiry Date, then no Cure Period shall b€ applicable.
(c) (d) 16.3 Consequences oI a Notice ot Concessionaire Detault pursuant to Clause 16.1 (a) The Panies acknowledge that, il a Nolice of Concessionaire Default is served pursuant to Clause 16.1 (Notice of Concessionaire Delault) and such Notice of Concessionaire Default is not deemed to have been withdrawn pursuant to the operation oI Clause 16.2 (Consultation and Curc Peiod for a Noti@ ot Concessionaire Detault pursuant to Clause 16.1\ on or before the lasl day of any applicable Cure Period: (i) the Security Agent may direct NASSIT (and NASSIT shall comply promptly with any such direction) to serve a Terminalion Notice on the Concessionaire; (ii) (iii) NASSIT shall be obliged to make payrnent of the Termination Payment on the relevant Termination Payment Date in accordance with the tems ol this Deed; and accordingly, none of the provisions of Clause 14.4 (Notitication of Event ol Default, Cure Perbd; Termination Notice) of the SutrLease and Concession Agreement with regard to the delivery of any Notice ol Default and the application ol any Cure Period (in each case as defined in the Sub-Lease and Concession Agreement) shall apply.
(b) ll NASSIT does nol serve a Termination Notice on the Concessionaire as contemplated under paragraph (a) above within 3 Business Days ol being directed to do so by the Security Agent, NASSIT shall be deemed to have served that Termination Notice.

Lta01/F3DAU2404728.1 0 Hogan Lovells -23- 16.4 Obligalions not aflected For the avoidance o, doubt, the provisions contained in the Clauses ol Section 2 (StePm Fights) oI this Deed shall not atfect the obligations of NASSIT under this Clause '16.

17.
TERTiNAnoN PAYT'E'{Ts 17.1 Termination Notice NASSIT and the Concessionaire will send to the Finance Parties a copy ol any Termination Notice delivered (or received) by it pursuant to the Sub-Lease and Concession Agreement al the same time as it is dispatched by it (or promptly upon receipt by it, as lhe case may be) and shall, together with the relevant copy oI such Termination Notice, notily the Finance Parties ol: (a) the date on which the lemination of the Sub-'Lease and Concession Agreement shall take etfect in accordance with such Termination Nolice; (b) the relevant Termination Payment Date; and (c) the amount of the relevant Termination Payment.
17.2 Calculatlon ol Terminalion Paymenl (a) For the avoidance of doubt, the Parties agree that for the purpose of Annex G (Concession Asset Value) ol the Sub-Lease and Concession Agreemenl, the relerences lo: (i) "a percentage ol the capital employed over the 24 months conslruclion schedule' (in the section headed 'Construction Phase"); and (iD "capital employed" (in the section headed 'Operations Phase"), when retening to the Concession Asset Value (CAV) shall be consfued such that it shall take into account all amounts invoiced to lhe Concessionaire during the Conslruction Phase, together wilh all associated funding costs paid or payable by the Concessionaire to the Banks (as notified by the Security Agent lo NASSIT) as at the relevant Termination Payment Date.
(b) The construction set out in paragraph (a) above shall apply to any Temination Payment made during lhe construction phase of the Project and/ or the lirst year of operations notwithstanding that Annex G (Concession Asset yalue) of the SUF Lease and Concession Agreement (in relalion to the construction phase of lhe Project) states that "capital employed will be determined by relerence to lhe accounting records of the Concessionaire".
17 .3 Payment ol Termination Payment Notwithstanding the proviso contained in Clause 14.4 (Notification ol Event of Dehun; Cure Period; Termination Notbel ol lhe Sub-Lease and Concession Agreement and Clause 14.5 (Termination PaymenEl ol the Sub-.Lease and Concession Agreement, NASSIT shall make any Termination Payment under the SutsLease and Concession Agreemenl to the Security Agent unless the Security Agent notifies NASSIT on or before the relevanl Temination Payment Date that all amounls outslanding under the Facility Agreements have been irrevocably repaid in lull (in which case, NASSIT shall make the LIB01/F3D41r204728.
1 0 Hogan Lovells -24- relevant Termination Payment in accordance with the terms of the Sub-'Lease and Concession Agreement).
'17.4 Undertaking of GoSL (a) Subiect to the rest of this Clause 17.4, GoSL undertakes to indemnily lhe Banks on demand lrom and against any loss, cosl, expense oI liability of any kind incurred by any Bank from time lo time as a resutt oI: (i) NASSIT lailing to perform its obligations in respect ol payment of the Termination Payment on the Termination Payment Dale duly and punctually;or (iD NASSIT'S obligation to make payment ol any Termination Payment being or becoming void, voidable, unenforceable or ineffective against NASSIT for any reason whalsoever, whether or not known to any Bank, save that GoSL shall have no obligation to indemnity the Banks pursuant to paragraph (a) above to the extent that NASSIT'S obligation to make paymenl ol any Terminalion Payment arises as a result ol a Concessionaire Event of Default after lhe expiry of the Construction Phase.
The Parties acknowledge that the undertaking of GoSL under this Clause '17.4 is required in order to support certain insurance which is to be oblained in respect ol lhe risk oI non-payment by NASSIT oI Termination Payments arising during the Construction Phase under lhe SuuLease and Concession Agreement.
Accordingly, the Banks will obtain appropriale insurance in respect of such risks in lorm and substance reasonably satislactory to GoSL (and, in the event that such insurance lapses or otherwise ceases to be in fulllorce and eflect, the Banks shall procure that replacement insurance is obtained in respect ol such risks).
For the avoidance of doubt, if any insurer in respect ol such insurance policy is required to make payment pursuant to such insurance policy in respect oI a lailure by NASSIT and or GoSL to make payment in respecl of Termination Payments, then such insurer shall be subrogated to the rights oI the beneficiaries oI lhal insurance policy and shall be entitled to exercise ils rights under this Ag,eement against NASSIT and/ or GoSL acmrdingly.
lf GoSL is liable to indemnify lhe Banks pursuanl to paragraph (a) above, the maximum amount oI such liability shall be at all times limited to a compensation amounl equal to the aggregate of all sums due and owing by the Concessionaire to the Banks under lhe Facility Agreements at the relevant time.
Following delivery of any Termination Notice, and i, GoSL so requires (and notifies lhe Concessionaire, the Banks and NASSIT within 5 Business Days of such notice having been served), each of the Concessionaire, the Banks, NASSIT and GoSL shall consull with each other lor a period ol not more than 10 Business Days (the "Consultation Period") in good failh wilh a view to agreeing the quantum of the Termination Paymenl.
For lhe avoidance of doubt, if no such agreement is reached on or before the last day of the Consullalion Period, then the Termination Payment shall be calculated and paid in accordance with the lerms of this Agreement.

(b) (c) (d) LlB0l/F3DAU2404728.


1 0 Hogan Lovells -25- 17.5 Good discharge The Concessionaire agrees thal the payment and application of the Termination Payment by NASSIT (or GoSL as lhe case may be) to the Security Agent in accordance wilh this Clause 17 shall constitute good discharge of the obligations of NASSIT to the Concessionaire in respect of the payment ot such Termination Payment pursuant to the Sub-Lease and Concession Agreement.
LlB0l/F3DALr2404728.1 0 tlogan Lovells qF^ot uE6oH 0 r'8a1r0tznY00l/t08t'l '.(ornsopao!

lo sttldp pue ltuncas lo Newe6pe\ou\ev) [ BI asnplC lo (q) qdeioprPd ur poqlJcsap sp s6urpaa3old luorJ.EcJopa ,{ue 1o uonalduoc oul/uollol }uaOV Iunc€S aql luarEd aql io /pue alrpuotssscuoC aql lo saEqs aql lo ou;ploq aq1 ^q (q) :(asr/waqlo ro uorssassod ur aaoBouolu E sE toqte\$l (arnsopaq lo sttlou pu" ,fiuncos lo paweapofnoqcy) f g!
asnElC lo (q) qdproeJpd ur paqlJcsap sE soulp€acod arnsolrorol IUE lo uollalduloc 6u!^ qlol lua6v Aunoos aql Iq als aql lo podsal ur lsalalut aseal-qns aql lo outploq aql (E) :leql olnsua ol auoa-l Exors to crqndag aql lo suor1eln6or pue s lpl olqecrlddp qll/r acueprocce ut /qlpulol parrnber lue salalduoc rolpue acuacrr fuessacau,{ue $uer6 prcog oq] lpr.ll erncord ol tuessacau sdals lle apl tpqs l!

leql soarOp -LISSVN puE1sog lo qrea'paa6 lo lua^a aql ur ro 'rnoco (ansopdo!
slql,(q palplduieluoc se uollp^oN Jo /pup ur-dals lo slqou pue ,{yncas lo Newadpefnoqcy) t g L asnelC ur peqr.,csap sacuelsunglE aql I ^ldurod ^ue -uou E sr oqM uosJed p aq ^eu 'lcv suazurc-uoN aql lo sasodjnd eql rol uezuc a oqe (r) qdproerpd ur paqucsap /fued prlql IUE (p) IJV suazlllCFuoN Zgl aql ,apun Ourpuelslno qunoure lo a6leqcslp ur paldde aq leu a;es qcns tuo,4 Oursue spaeoord aq1 leql os saOJBqC arpqs aql ol luensrnd poluero slsarau!
Auncas pJlql e ol 6lrs aql p lcadser aql ot lcahns arP qclq/( saJPqs aqt ltos.ro /puE ^ued aql pn4sur IBUr sluP8 aql'a^oqP u!

lsaialu!

asEal{ns aql llas ol ua6v IUE lo uo[alduroc 6u!,\ qlol (q) qdpioelPd ur paqljcsap sE soupaocod arnsolc€iol puE :sluauaarov ^Iflcel ^urncas :(sao.,pqC alEqs oql ol luPnsrnd p€lueJo slsarclur ,tuncas eql lo padssJ ur s6upaacold luauaJopo lo Ou!

{El aql io /pue o^oqp (e) qdet6ercd u!

ol poJraFr lseralur aspal{ns aql p a6e6poru aql lo lcodsar u!
s6urps€rord arnsolcorol lo Durypl aql apnlcur ,(eu qqqrr) sluatuaar6y llrlrcpl aql Jopun areuolssacuoC aLll lo Jno^el ur paluer6 l1rncos aql lo suo[e6rqo eql to loodsal ur uaOV ^llncas acrolua ol lua6v,quncss aql lsnrlsu!

,{eur $iuB8 3ql'EuauJo6l6v lp ro ,tflcel eql rapun suouebrtqo s1 lo arleuorssacuoC eql Iq Inelap E lo lua^a aql u!

^ue (o) (q) :Ila^lpadsar ua.led aql pup arEuorssacuoC aql lo lPlldBc atPqs pansst a ua aql jo padsar ul sraploqaieqs s!

puE uaJed aql ,{q p€luelo aq ol slsajau!


Auno€s (r, pue (rapunerar{l ISSVN,(q arlEuolssacuoC aql ol patuPio aIS aql lo padsar ur lsarapr aspq{ns aql p a6e6uouj E 6ulpnl3u!)

}uatxaolov uolssacuoC puP aseo]{ns aql ol puP u!

slsaJalut puP slllauaq 'alul 'sltl6u sll ,o llP 'E!E ralur 'rs^o o/Euolssacuoc aql Iq poluP.ro aq ol slsalalul (D oulpnlcul) sluauaarov Alllcel aql Japun orpuorssocuoC aql lo suollBonqo aql alncss ol lua6v IIJncoS aql lo rno^El ut paluero aq ol a.,E slsoJalu!
^ungas ulPuac (e) ^luncas :leqt aopqMoulcP IlssvN pue lsog arnsolcaro, lo su6!i pue IIJncos lo luausopqr$outlcv f UnSO-lCsUOl ONV 1N3l,I33aolN3 t 8t '81 3IlS 3Hl ONIOUVCSU SrN3Y{39o3'l/r ON)lCV , NOrrc3s 27 (c) the sale o, lhe sub-lease interest in respect ol the Site ancu or the shares oI the Concessionaire and/ or the Parent to a third party rvho is a non-citizen for the purposes of the Non-Citizens Acl (and the subsequent holding of the sub-'lease interest in respect ol the site by thal third party); and/ or (d) the occurrence ol any Step-in by a StePin Entity and or any Novalion to a Novatee in accordance with the terms o, this Deed, shall not conlravene the Non-Citizens Act or any other ap,plicable law or regulalion ol the Republic ol Sierra Leone.
19.
GoSL DECLAFATToNS 19.1 Declaratlon regarding fre€hold (a) GoSL declares thal: title and licance to Concessionaire (i) freehold title to the Site is vested in the Government ol the Republic ot Sierra Leone: (iD the lease in respect of the Site granted by the Governmenl ot the Republic ol Sierra Leone to NASSIT pursuant the lease dated 11 March 2009 (as supplemented from time to time) was granted in accordance with all applicable laws and regulations oI the Republic o, Siena Leone and all lormalities required to be observed in respct ol the issuance of lhat lease have b€en so observed; and (iiD the licence granted lo the Concessionaire by the Board pursuant to Section 4 of the Non-Citizens Act in relation to the sutslease interest in respect of lhe Site (granted to the Concessionaire by NASSIT pursuant to the Sub-Lease and Concession Agreement) was issued in full conformity with all applicable laws and regulations ol the Republic ol Sierra Leone and all lormalities required to be observed in respect ol the issuance of that licence have been so observed.
(b) GoSL acknowledges that the Security Agent and the Finance Parties are relying on lhe declarations provided by it under paragraph (a) above.
19.2 lndemnity for detects GoSL shall promptly upon demand, indemnily each Finance Party against any claims, damages, losses, liabilities, costs and expenses (including lees and disbursements oI legal counsel) incurred by that Finance Party as a result of: (a) any declaration made by GoSL pursuant lo Clause 19.1 (Declaration regarding freehold title and li@nce to ConcessioMirel proving to incorrect; and/ or (b) any investigation, litigation or proceeding, arising out of or in conneclion with or relating to any challenge by any person (including GoSL itsetf) to any ot the matters which are the subiect of the declarations made by GoSL pursuant to Clause 1 9.
1 (Declaration regarding freehold title and licence to Concessionaire) .

Lla0l /F3DAU2404728.

1 0 Hogan Lovells SEcroN 5 MIScELLANEoUS 20.

BEPoRTS IN RELATION TO THE PROJECT The Concessionaire and the Banks shall procure that NASSIT and GoSL are promplly provided with a copy oI any report provided by the Proiecl Monitot lo the Banks pursuant to the Facility Agreemenls, logether with such other inlormation in connection with the Projecl as NASSIT and/ or GoSL may reasonably requesl.

21.
INTEREST ON UNPAID SUMS lf any amount payable under this Deed by any oI NASSIT, GoSL and/ or the Concessionaire to a Bank is not paid on the due date, NASSIT, GoSL and/ or the Concessionaire (as the case may be) shall pay interest to lhe relevant Bank at the rate nolified by lhe relevant Bank lrom time to time (being the rate set out in the relevant clauses of the Construction Facilily Agreement and/oI the Relay Facility Agreement addressing the accrual of default inlerest) lrom the date on which the relevanl amounl lalls due until, but excluding, the date of payment (after as well as before judgmenl).
lnterest accruing under this Clause 21 shall accrue on a day-lo-day basis, be calculated by the relevanl Bank on the basis of a 360-day year and shall be compounded in accordance with lhe usual praclice of that Bank.

22.
22.

CAPITAL GAINS TAx oN DISPoSAL oF CoNCESSIoNAIRE SHARES The Concessionaire shall procure lhat, upon the occurrence of a sale ol its shares by lnternational Development Enterprises Associates (UK) Ltd (''IDEA UK"), as envisaged by Clause 7.2(d) ol the Sub-Lease and Concession Agreement, IDEA UK shall pay lo GoSL any capital gains tax arising as a result of such disposal in accordance with the capital gains taxation rules of the Bepublic of Sierra Leone.

23.
PAYMENT MEoHANICS 23.1 Payments to the Banks (a) On any date on which any ot NASSIT, GoSL and/ or the Concessionaire is lo make a payment under this Deed, NASSIT, GoSL ancl/ or the r€quired Concessionaire (as the case may be) shall make such paymenl to the relevant Bank tor value on the due date at lhe time and in immediately available, freely lransterable, cleared lunds or such other funds specified in w ting by lhe relevant Bank as being customary at the time for settlement oI 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 with such bank as the relevant Bank specifies.

23.2 Deductions trom payments (a) All sums payable pursuant to lhis Deed by a Party to any olher Parly (including, for lhe avoidance ol doubt, any Termination Payment) shall be paid free and clear ol all deductions or withholdings whalsoever in respct of taxalion, except as may be required by law.
(b) lf a deduction or withholding is required by Law, the Party responsible lor payment under this Deed shall: LlB0l/F3DAL2404728.1 0 Hogan Lovells (i) (ii) (iii) ensure that the amounl ot the wilhholding or deduction does not exceed the minimum so required; immediately pay the Party which is lo receive payment under this Deed such addilional aflrounls as will ensure lhal lhe net amount received by it will be equal to thal which would have been received had no deduction or withholding been made on the inilial or additional amounts; and pay the amount withheld or deducted to the relevant authority according to the requirements oI applicable law and provide the recipient Party with a receipt issued by the authority (or if such a receipt is not available, a certificate contirming the payment to the authority).
23.3 Business Days Any payment which is due to be made on a day that is not a Business Day shall be made on the nexl Business Day in lhe same calendar month (if there is one) or the preceding Business Day (if there is not).

23.4 Currency ol account US Dollars is the currency ol acmunt and payment for any sum due lrom any Parly under this Deed.

24.
24.

SET-oFF All payments lo be made by NASSIT, GoSL and/ or the Concessionaire (as the case may be) under this Deed shall be calculaled and be made without (and lree and clear of any deduclion for) sel-otf or counterclaim.

25.

CALcuLATtoNs AND cEBTrFtcATEs 25.1 Accounls ln any litigation or arbitration proceedings arising out of or in conneclion with this Deed, the entries made in the accounls maintained by the Banks are prima lacie evidence of the matters to which lhey relate.
25.2 Certificatesanddeterminalions Any certitication or determination by a Bank of an applicable rate or amounl due under this Deed or any Facility Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

26.

NoncEs 26.1 Communications in writinq Any communication to be made under or in conneclion with this Deed shall be in English and shall be made in writing and, unless otherwise stated, may b€ made by fax or letter.

LlB01 I F 3D AU240 47 28.
1 0 Hogan Lovells -30- 26.2 Addressss The addresses and fax numbers (and the deparlments or otficers, iI any, Ior whose attention the communicalion is to be made) ol each Pany for any communicalion or documenl to be made or delivered under or in connection with this Deed is: (a) in the case ot each Parly which is a Party on the date of this Deed, that sPcified against its signature on the relevant execulion page oI this Deed; and (b) in the case of any Step.in Enlity or any Novatee, lhat specified in the relevant Stetrin Undertaking or lhe relevant Deed of Novation (as the case may be), or, in each case, any substitute address or lax number or departrnent or officer as the relevant person may notify to lhe other Parties by not less than five (5) Business Days' notice.
26.3 DelivEry (a) Any communication or documenl made or delivered by one person to another if by Yvay oI lax, when received in legible form; or under or in conneclion with this Deed will only be eifective: (i) (iD if by way ol letter, when it has been lert at the relevant address or live (5) Business Days after being deposited in the post postage prepaid in an envelope addressed lo it at lhat address, and, if a particular departmenl or otficer is specified as part of its address delails provided pursuanl to Clause 26.2 lAddrcsses), when it is addressed to that deparlment or otficer.
(b) Any communicalion or documenl to be made or delivered lo the Banks will be etfective only when aclually received by lhe Banks and then only iI it is expressly marked for the altenlion o, the department or otficer identified with the signature ol the relevanl Bank below (or any substilute department or officer as that Bank shall specity for this purpose).

27.
27.

CoNFtDENflALrY (a) Subject io paragraph (b) below, each Party shall hold in conlidence all documents and other information provided pursuant to this Deed (whether technical or commercial) supplied by or on behatf oI the other Parties and shall not publish o, otherwise disclose lhe same.
(b) Notwithstanding paragraph (a) above, any Bank may disclose to any ol its affiliate entities and to any other person: (i) to (or through) whom the Bank assigns or lranslers (or may potentially assign or transfer) all or any of its rights and obligations under lhe Finance Documents; and (iD to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation, any information about this Deed, NASSIT, GoSL and the Concessionaire and the transactions contemplated thereby as that Bank shall consider appropriate.
LlB01/F3DAU2404728.

1 0 Hogan Lovells -31 - 28 Asstcr{rEt{r AND TRANSFER 28.1 Assignments and translers by the Banks Any Bank may: (a) assign any ol ils tights; or (b) transter by novation any ol its righls and obligations, under this Deed to another person without the consent of any other Party provided that such assignmenl or transfer is made in connection with an assignment or transler oI the rights (or rights and obligations) ol thal Bank under the relevant Facilily Agreement.
24.2 Replacement ot Security Agent The Security Agent may, without the consent of any other Party assign or transfer all (bul not part) of its rights and obligations under this Deed lo a successor Security Agent provided lhat such assignment or transfer is made pursuant to the relevant provisions of lhe lntercreditor Oeed.
28.3 No assignment or transler by NASSIT, GoSL and/ or the ConcessionairE None oI NASSIT, GoSL and/ or the Concessionaire may assign any ot its righls or transler any of its rights or obligations under this Deed.

N. AGENcY 29.1 No Delegation No provision of this Deed shall be construed as a delegation by NASSIT oI any oI ils statutory or other authority to any Finance Party, any Stepin Entity, any Novatee or lhe Concessionaire.
29.2 No agency Except as otherwise provided in this Agreement, none of the Finance Parties, any Step-in Entity, any Novatee or the Concessionaire shall be nor any such person be deemed lo be an agent or trustee ol NASSIT nor shall any such person hold itsetf out as having authority or power to bind NASSIT in any way or to incur any liability on ils behalf.
29.3 lndependentContractor NASSIT shall, at all times, be an independent contractor and nothing in this Deed shall be construed as creating any partnership or agency between NASSIT and the other Parlies or any relationship ol employer and employee between NASSIT and the other Parties.

30.
30.

PowEB AND AUTHoRITY Each Party represenls and warrants to each other Party thal: (a) it has the power to enter into, perform and deliver, and has taken all necessary action lo authorise ils entry into, performance and delivery or, this Agreement and all matters contemplated herein; and (b) the entry inlo and p€rformance by it oI, and lhe matters contemplated by, this Agreemenl do not and will not conllict with any law or regulation applicable to it.

LIB01/F30AU2404728.1 0 Hogan Lovells 3,1.


PARTIALINVALIOITY lf, at any lime, any provision ot this Deed is or becomes illegal, invalid or unenlorceable in any respect under any law of any jurisdiction, neither the legality, validity or enlorceability ol the remaining provisions nor the legality, validity or entorceability ol such provision under the law of any olher iurisdiction will in any way be affecled or impaired.

32.
32.

RE',EDIES AND WAIVERS No lailure to exercise, nor any delay in exercising, on lhe part oI any Party, any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.

The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

33.
33.

AMENDT,ENTS Amendments to lhis Deed shall be etfective only iI made in writing and signed by lhe Parties.

34.

CoUNTERPARTS This Deed may be executed in any number ol counterparts, and lhis has the same eftect as if the signatures on the counterparts were on a single copy ol this Deed.

35.

GoVERNING LAw This Deed and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed and take effecl in accordance with English law.

36.
36.

ENFoRCEMENT 36.1 Arbiration (a) Subiect to Clause 36.2 (Banks' option to reler Disputes to CouA, the Parties agree that any Dispute shall be referred to and linally resolved by arbitration under lhe Arbitration Rules oI the United Nations Commission on lnternalional Trade Laws (lhe "UNCIIRAL Rules", which Rules are deemed to be incorporated by reference into this Clause 36, save lhat no requirements oI the UNCITRAL Rules as to the nationality of arbilrators shall apply).
The seat ol arbitration shall be London, England.

The language oI the arbitration shall be English.

The Arbitration Tribunal shall clmprise one arbilrator appoinled in accordance with the UNCITRAL Rules.

(b) For the purposes of any arbitration under this Clause 36, the Parties hereby agree to exclude the application of seclion 45 (determination of a preliminary poinl of law) and section 69 (appeal on point of law) of the Arbitration Act 1996.
36.2 Banks'option to reler Dispules to Court (a) Notwithstanding Clause 36.1 (Atbitratbn), the Banks (acting iointly) shall have thirty (30) days from the date upon which they receives any notice of a Dispute to nolify the Party delivering such notice of a Dispute in writing that the Banks opl lo have the Dispute resolved by a court in accordance with the remaining provisions of this Clause 36. ln such event, all Parties inevocably agree to the resolution ol Ll801 /F3DAL,/2404728.1 0 Hogan Lovells qF^o'l ue6oH 0t Szlrorznvoel/roatl '((aq,(euJ aspc aqt se) aJlBuolssacuoC srll ro /pue lsog 'llssvN ol acrlou Iq lua6B ssacord alnllsqns qsns luroddP ol peD[uo aq llBqs stuEg aql pouod r]ons urqu luaulurodde qcns ateui ol slrBl lr I nq) quEg sr..{l ol alqeldocte puBlouj ur lua6B ssacord alnusqns e luroddB !,r s^Ep (Oe) Iurql urr]lm pup slueg aql ,qtou ,(pdruold 11rrr,r uooad lueaa;ar aql'a^rpaga aq ol saseac luorulurodde slt ro qcns se 1ce ol alqeun sr pa0e ssacord aq1 uosear lue rol ll leql saal6p aql rol ssaJppe sl!
ol ssocoJd ot{l lo ,(q s6ulpoocod rlcns puE :0 98 asnelC srql rapun ouL(dde 6uraq auiu E lo ,taatap ro oullsod pEdaid ol 6u11e;ar ssacold lo aorruas aql ol sluasuoc ^doc ^uE :I uo pasEq usuJopnt IUE ro sourpaocord up^alor IUE ro ssacord qcns lo acruas ol a^oqP (B) qderoPjBd aql alEpfle^ur 1ou 1l,lr ssacord aql 10 lr ol lupnsnd lr Iq palulodde luo6p ssacord aql ^l[ou arnllpl lEql sa€r6e (u) (rr) (!)
:orleuolssacuoC aql puP lsog'llSSVN lo rlcBl (q) ^q qsn6u3 aq1 arolaq sourp€acoJd 'paao srr.ll rllur^ uo0cauuoc u!

sunoc ol oulplar ssacoJd lo oo!ruas rol uaop sl!
se IupduoC ourp1o; ererg adpC sluroddB '_LdZ t f MN uopuot 'pBoU puf r.luoN Vtg lo palun (yn) arlEuorssocuoC aql ^ue (!r) lo ,auorssrrrr.uoC qorH aql suroddp :rre1 luera;ar lue :apun p3 ^olP ^lqBco^alr pue :'l1t U tCM uopuo"l 'lS al6pf tt le ouoel e]]ars lsoe p[IE I|SSVN lo qoea (l) ^lqeco^arr ao as 1o apou jeq1o ,(ue o1 eclpn[aLd 1noq1t1q (E) ssacoid lo ac!ruas 6 9t 'uruol luarus^uocul ro alpldorddeur ue ut [r.l6no& uaaq sEq ourpeaco.rd p0e1 qcns IUE leql a^Eq JauPataq io /uou ,(pur l!
urlelc,fup pue'6urpaeco.rd p6al ,(ue 1o anuarr;o 0u;{e1 aq} ol .ta^aosleq spunorb Aue uo a^Eq JaupaJaq ro rnou,(eu 1r uortca[qo,(ue sarrtem ,(lqeco,ra.ut ar€uorssacuoC sr{ pue lsoe 'IISSVN lo qcea '^ pl Iq pa,' olle luaua aql of Jaqlaq,['uollstpsllnf laqlo IUE ul soulpoacoJd Jo suolpe p6al ourcuauuroc uro]l $iuee aql epnlcerd 'me1 ,(q pa,ttolp ualxa aql ot'lou lleqs suollqpsunl atout rc auo ut s6ulpaaco.td le6al ]o uaulacuauuoc eql ^lluarJncuoo lou ro '(puE6uj lo sunoc eql ourpnlcut) uollqpslrnIlualaduoc ur soulpaaco.rd qcns 6utlq ol psllllua aq llPqs $lueg lo sunoc ro uno3 aql'sIUPg aql,{q pa3uaururos sourpaecod lo tcolqns aql I andslo e aaq^^ lPtll s^Es alndsro ,(up alues ol uorlcrpsunf a^lsnpxa a^Pq lPqs pue16u3 1o synoc aq1 ^ue 'qU^ quol u/\ EJpr.ll!/\ aq olndso aql ol uorlPlar ur p€cuautuoc uollE,rlqre ,(uB leql pue lauuetu qsns u!
andsro aql -cc- (p) (c) (q) -34- 36.4 Waiver ol immunity To the extent thal it may claim for itsell or any o, its assets any immunity as referred to in this Clause 36, each of NASSIT, GoSL and lhe Concessionaire (lo the fullesl extent permitted by law) irrevocably and unconditionally: (a) waives any right of immunity which it or any of its assets now have or may hereafter acquire in relation to legal proceedings (which shall be deemed to include suit, attachment prior to judgment or arbifal decision, other attachment, the oblaining ot iudgment or arbitral decision, execution or other enforcement) brought against it or its assets in relalion lo this Deed by any Bank in any iurisdiction; (b) agrees that no immunity lrom any such proceedings shall be claimed by or on behaf oI itself or in respect of any oI ils assets; and (c) consents generally in respect ol any such proceedings to the giving o, any relief or the issue oI any process in connection wilh any such proceedings, including the making, enforcemenl or execution against any property whalsoever (irrespective of its use or intended use) of any order or judgment or arbilral decision which may be made or given in any such proceedings.
lN wrrNEss whereof this Deed has been signed on behatf of the Finance Parlies and execuled and delivered as a deed by the NASSIT, GoSL and the Concessionaire and is intended lo be and is hereby delivered by them as a deed on the date first slated above LlB01/F30A1,2404728.1 0 Hogan Lovells 35 ScHEDULE-I Form ot Step-in Undertaking From: [*Stqpin Entltr'I (the "Stspin Entity") To: National Social Securily and lnsurance Trust ("NASSIT") Dated: [-dare'l Dear Sirs THE CAPE slERRA HoTEL, FREEToWN DATEo [ *'] 2011 (THE ''DIRECT AGREET,ENT'') DEED oF DrBEcr AcBEEnENT IN RELATION TO 1.
2.

4.

5 6.

7 We reler to the Direct Agreement.

This is a Slepin Undertaking.

Terms delined in the Direcl Agreement have the same meaning in this Slepin Undertaking unless given a different meaning in this Step-in Undertaking.

we hereby undertakes that we will :rssume lhe Assumed Obligations wilh etfect on and Irom the Stepin Dale.

The proposed Step-in Date is ['date'] This Step-ln Undertaking shall take eifect from the Step-in Date and will continue during and in respect of the Stepln Period.
With etfect trom the end of the Stepln Period, this Stepln Undertaking will cease to apply in respect ol obligations, liabilities and duties under the Sub-Lease and Concession Agreement to be performed or discharged alter termination or expiry of the Stetrin Petiod.
Terminalion or expiry ol the Step-in Period shall not affect our responsibility lor obligations, liabilities and dulies which either: (a) lall due ior perrormance or discharge on or before lhe expiry oI the Stepin Period and have not been lully performed or discharged (and have not been assumed by a Novatee); or (b) fall due to be performed or discharged after expiry of the Stepin Period but arose or were incurred during or by reason or in respect of, any time, or any act, failure to acl, event or circumslance o@urring during the Stepin Period.
By delivery of this Stetrin Undertaking we undertake to be bound by all the provisions oI the Direct Agreement as if sel out in full in this Step-in Undertaking (with the necessary changes being made).
Our address,lax number, electronic mailaddress and attention details lor the purposes of Clause 26.2 (Addresses) are as follows: ['insert details'l This Step-ln Underlaking and all non-contractual obligations arising in any way whatsoever out of or in connection with this Step-ln Undertaking shall be governed by, and shall be construed and take effect in accordance wilh, English law.
LlB0r/F3DAU2404728.10 Hogan Lovells -36- I The provisions ol Clause 36 lEnlorcemen0 of the Direct Agreement shall be incorporated into this Step-ln Undertaking as il set oul in lull in this Stepln Undertaking wilh the necessary changes being made and as if references to'this Deed' or like references were relerences to this Step-ln Undedaking.
[For the purpose of Clause 36.3 (Seruice ot process) of lhe Direct Agreement we hereby irrevocably appoinl ['name-] oI ['address'] to be our agent for service ol process relating to any proceedings belore the English courts in conneclion with this Step-in Undertakingl.

lN WITNESS WHEBEOF this Step-ln Undertaking has been executed and delivered by the Step- in Entily as a Deed on [ "' ].
EXECUTED As A DEEo on behaff oI [-Stepin Entity'] by persons who in accordance with the laws of its jurisdiction of incorporation are acling under the authority oI that institution By: Name: Tille: LtB0l /F3DAL/2404728.1 0 Hogan Lovells SCHEDULE 2 Form ol Novation Deed THrs DEED oF NovAroN is made on t *' I 20{'1 BETwEEN (1) The National Social S€curity and lnsurance Trusl, a Slatutory Public Trust eslablished under the laws o, SierIa Leone, with its principal oifices at 32 Walpole Street, Freetown, Siena Leone ("NASSIT"); (2) Alrican Export-lmport Bank, a multilaleral linancial institution crealed pursuant lo the Agreement for the Eslablishment ol the African Export-lmport Bank, whose headquarters is at 72 (B) El Maahad El Eshleraky Street, Heliopolis, Cairo 11341, Egypt acting as security agent and trustee under the Facility Agreements (in such capacity, the "Security Agent"); (3) Cape Sierra Hotel Company Ltd, a private limited liability company incorporated under the laws ol Sierra Leone, having its registered address at 26 Main Motor Road, Brooklields, Freetown, Sierra Leone and registered under registration number [ "' ]) (the "Concessionaire") ; and (4) l"'Novatee"'l (the "Novatee") WHEREAS This Deed is entered into pursuant lo a Deed of Oirect Agreement daied [--- ] 201 1 in relation to the Cape Siena Hotel, Freetown (the "Direct Agreement").
Now rHrs DEED wrrNEssEs AND rr ts HEREBY AGREED as Iollows: This is a Novation Deed lor the purposes oI the Direcl Agreement.

Terms defined in the Direct Agreement have the same meaning in lhis Novation Deed unless given a different meaning in this Novation Deed.
2 The parties to this Novation Deed acknowledge and agree that, on and wilh effect lrom the Novation Effective Date, the SuSLease and Concession Agreement shall be novated such that the Novatee shall become parly to lhe Sub-Lease and Concession Agreement in place of the Concessionaire (and the Concessionaire shall cease to be a party to the Sub-Lease and Concession Agreement) and, accordingly: (a) the Concessionaire is released and discharged from all obligations whatsoever under the SutrLease and Concession Agreement, and lrom all liabilities arising out of or in connection with the Sub-Lease and Concession Agreement, whelher arising prior to, on or afler the Novation Eflective Date: (b) the Novatee shall assume and be solely responsible for the performance and discharge of all obligalions ol the Concessionaire under the Direct Agreement and the Sub-Lease and Concession Agreement, and for all liabilities arising oul of or in connection with the Sub-Lease and Concession Agreement, and shall be bound by all the provisions of the Sub-Lease and Concession Agreement, and LlB0t/F3DAU2404728.1 0 Hogan Lovells 38 3 4.
5.

6 7 enlitled to all the rights, benefits and interest of the Concessionaire under the Sub-Lease and Concession Agreement, in place of the Concessionaire whether arising prior to, on or after lhe Novation Etfective Dale, as if it had been an original party to the Sub-Lease and Concession Agreement in place oI the Concessionaire.
With etfecl on and Irom the Novation Etfective Date, NASSIT shall owe the obligations, liabilities and duties on the part ol NASSIT with respect to lhe performance ol the Sub- Lease and Concession Agreement to the Novatee in place ol (and shall be released by) lhe Concessionaire.

Nothing in this Novation Deed shall require any party to perform again any obligation or discharge again any liability already performed or discharged.
The address, fax number, eleclronic mail address and attention details for the purposes of Cfause 26.2 (Addresses) are as follows: ['insed detaigl This Novation Deed and all non-conlractual obligalions arising in any way whatsoever oul of or in connection with this Novation Deed shall be governed by, and shall be construed and take etfect in accordance wilh, English law.
The provisions of Clause 36 (Enforcement) of the Direct Agreement shall be incorporated into this Novation Deed as iI sel out in full in this Novation Deed with the necessary changes being made and as if relerences to 'this Oeed' or like references were references to this Deed.
[For the purpose ol Clause 36.3 (SeMbe o, process) oI the Direct Agreement, the Novatee hereby irrevocably appoints ['namet] oI ['address'] to b€ its agent for service o, prccess relating to any proceedings before lhe English courts in connection with this Novation Deedl.

lN WITNESS WHEREOF this Novation Deed has been executed and delivered as a deed on lhe date and year first before written.
l"'Execution blocks to be inserted-'1 LlB0't/F3DAL2404728.1 0 Hogan Lovells Dt -l." L-*a) -39- ExEcUTIoN PAGEs NASSIT ^s a DEED on behalf o, ExEcurEo ) Tha Natlonal Socisl Securlty and lnsurance Trust ) by persons who in actordance Mth the ) laws ol its jurisdiction oI incoryoration are acting under the authority ol thal institution ) ) k Director General of he Board of Trustees By: Address: Fax No.

: Tel No.
: Tel No.

: 32 Walpole Street Freetown Sierra Leone +732 2222 0362 +A2 2222 5365 Anenlion: Director General UEOl/F3DAL/2:104728.
'l 0 40 GoSL ExEcurED As a DEEo on behalf of The Govemment of the Republic of Sierra Leone acting through hs Minister of Tourism and Cultural Atfairs ) ) ) Victoria Saldr Kamara Minisler of Tourism and Cultural Atlalrs in the preserrce oI; Signature of witness: Narne of rvihess: Address sf witne-ss: Occupation of witness W.amfrfaza fta,>tnut^ -CJsr\ s.td^ja^-b Address: 288 Kingharman Boad Brookfields Freetown Sierm Leone Fax No.

: TelNo.

: +232 2223 &.2A +232 22.4 2170 Attention; Hon.


Victoria Sylvia Saidu-Kamara u801/F30At /240428.

1 0 Hogan Lrvolls lllichael Banett Head ol Bisk TBE BTIKS FBN Bank (ulo Lrd By: .41 .

Peter S. Hinson Managing Dir€ctor Name: Ttb: Addr€ss: Fax No.

: Tel No.

: Attentlon: 28 Flnsbury Clrcus London EC2M 7OT Unlt€d Kingdom +44207 920 4970 +44 2A7 826 4627 Nicohs Pitiot; Dlrector - Head ol Structured Flnanc€ AfrlcsnErporl-lmpo Bank Br,: Name: TITIE: Addrsss; Fax No.

: Tel No.

: Atl€ntlon: P.O.


8ox 613 Heliopolis Caho 11757 Esypt +202 56 411Ot +202 2451 5008 +2O2 2456 410011 f2l9; +2O2 2451 52O1 12 Dlreclor ol Banklr€ Operatlons LtB0l/F304U2404728.10 Hogan Lovglls !

'41 ' T}IE BATKS FBN Bank (UK) Ltd By: Name: Ti B: Address: Fax No.

: Tel No.
: Tel No.

: Attention: 28 Finsbury Circus London EC2M 7DT United Kngdom +44 207 920 4970 +44 207 426 4$27 Nicolas Piliol; Director - Head of Sructured Finance Alrican Expert-lmport Bank By: 2 Na'ns: 0ENJ,.5 A*.Y,f ,.n, E\Ftil'{t vt vt DE PRF',tffi!\n Address: P.O.

Box 613 Heliopolis Cairo 11757 Esypt Fax No.

: TelNo.
: TelNo.

: +2A2 2456 4l1O; +202 2451 fi08 +2AZ 2456 410Oh H3l +202 2451 520112 Aflention: Director ot Banking Operations ||BOr rF3OArJ?.ro{724.10 llogan Lovell6 -4.- ThE SEGURITY AGETT Arrlcan Expon-knporl Bank By; /tt---\ nU m'", flEN$6 E|WP rire: EXant,{a flck p{Estwt\f1 Address: P.O.

Box 613 Heliopolb Cairo 11757 Esypt Fax No.

: TelNo.

: Anenlon: +202 2456 4110: +2O2 2451 m08 +20224564lOOl1l i +2022451 520112 Director ol Banking Operalions 1r401,,F3D4U2a0.728.

10 tbgan Lqell6