Unassociated Document


     

    Exhibit
10.13

    
       

       

       

    

    
      	   

               

            	
              
                CLIFFORD
      CHANCE LLP

                 

              

            


    

    EXECUTION
VERSION

    


     

     

     

     

    
      
        
          
            
              
                	
                          9 JANUARY
      2009

                         

                         

                         

                         

                         

                        AHR
      CAPITAL MS LIMITED

                         

                         

                         

                        MORGAN
      STANLEY MORTGAGE SERVICING LTD

                         

                         

                         

                        MORGAN
      STANLEY BANK, N.A.

                         

                         

                         

                        MORGAN
      STANLEY PRINCIPAL FUNDING INC

                         

                         

                         

                         

                         

                      
	 
      	
                        AMENDMENT
      AND RESTATEMENT DEED

                        IN
      RELATION TO THE DECEMBER 2008 AMENDED AND RESTATED MULTICURRENCY
      REVOLVING FACILITY AGREEMENT

                         DATED
      AS OF 31 DECEMBER 2008

                      	 
      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
                

            
	
               

            	
               

            	 
      


    

    


     

    
      
        
          
            
              
                	 
      

                        Clause

                      	 
      

                        CONTENTS

                      	
                        Page

                      
	 	 	 
	
                        1.

                      	
                        INTERPRETATION

                      	
                        2

                      
	
                        2.

                      	
                        AMENDMENT
      AND RESTATEMENT OF THE DECEMBER 2008 AMENDED FACILITY
      AGREEMENT

                      	
                        3

                      
	
                        3.

                      	
                        CONSENT
      TO AMENDMENTS TO DOCUMENTS

                      	
                        3

                      
	
                        4.

                      	
                        REPRESENTATIONS
      AND WARRANTIES

                      	
                        3

                      
	
                        5.

                      	
                        GOVERNING
      LAW

                      	
                        3

                      
	
                        6.

                      	
                        JURISDICTION

                      	
                        3

                      
	
                        7.

                      	
                        COUNTERPARTS

                      	
                        3

                      
	
                        8.

                      	
                        CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT 1999

                      	
                        4

                      
	
                        ANNEX
      1

                      	
                        (THIRD
      AMENDED AND RESTATED FACILITY AGREEMENT)

                      	
                        5

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS DEED is made on 9 January
2009,

     

    BETWEEN:

     

    
      	
              (1)

            	
              AHR CAPITAL MS LIMITED
      (the "Borrower");

            


    

     

    
      	
              (2)

            	
              MORGAN STANLEY MORTGAGE
      SERVICING LTD (the "Security
      Trustee");

            


    

     

    
      	
              (3)

            	
              MORGAN STANLEY BANK, N.A.
      (the "Initial
      Lender"); and

            


    

     

    
      	
              (4)

            	
              MORGAN STANLEY PRINCIPAL
      FUNDING INC (the "First New Lender" and
      the "Agent")

            


    

     

    INTRODUCTION:

     

    
      	
              (A)

            	
              The
      Borrower, the Security Trustee, the Initial Lender and Morgan Stanley
      Bank, N.A. acting as agent for the Initial Lender (the "Original Agent" and,
      together with the Borrower, the Security Trustee and the Initial Lender,
      the "Original
      Parties") entered into a multicurrency revolving facility agreement
      dated 17 February 2006 (the "Original Facility
      Agreement").

            


    

     

    
      	
              (B)

            	
              Pursuant
      to an amendment and restatement deed in relation to the Original Facility
      Agreement dated 20 July 2007, the Original Parties amended and restated
      the Original Facility Agreement (the "First Amended Facility
      Agreement").

            


    

     

    
      	
              (C)

            	
              Pursuant
      to an amendment and restatement deed in relation to the First Amended
      Facility Agreement dated 15 February 2008, the Original Parties
      amended and restated the First Amended Facility Agreement (the "Second Amended Facility
      Agreement").

            


    

     

    
      	
              (D)

            	
              Pursuant
      to clause 21 of the First Amended Facility Agreement the Initial Lender,
      the First New Lender and the Original Agent entered into a Transfer
      Certificate dated on or about 15 February 2008 (the "First Transfer
      Certificate") whereby the rights and obligations of the Initial
      Lender under the First Amended Facility Agreement were transferred to the
      First New Lender.

            


    

     

    
      	
              (E)

            	
              Subsequent
      to the execution of the First Transfer Certificate pursuant to clause
      23.10 of the First Amended Facility Agreement the Original Agent resigned
      as agent under the First Amended Facility Agreement and appointed in its
      place Morgan Stanley Principal Funding Inc (in such capacity the "Agent" and, together
      with the Borrower, the Security Trustee and the First New Lender, the
      "Parties").

            


    

     

    
      
        	(F) 	Pursuant
      to an amendment and restatement deed in relation to the Second Amended
      Facility Agreement dated 31 December 2008, the Parties amended and
      restated the Second Amended Facility Agreement (the "December 2008 Amended Facility
      Agreement"). 
	 	 
	
                (G)

              	
                The
      Parties now wish to amend and restate the December 2008 Amended Facility
      Agreement in the manner set out
herein.

              


      

    

     

    THE PARTIES AGREE as
follows:

     

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

     

    
      	
              1.1

            	
              The
      headings in this Deed do not affect its
  interpretation.

            


    

     

     

    
      	
              1.2

            	
              The
      expressions defined in the December 2008 Amended Facility
      Agreement, each as amended and restated pursuant to this Deed, shall,
      unless otherwise defined herein, have the same meaning in this Deed and
      the Introduction.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              AMENDMENT
      AND RESTATEMENT OF THE DECEMBER 2008 AMENDED FACILITY
      AGREEMENT

            


    

     

     

    
      	
               

            	
              The
      parties hereto agree that, with effect from 31 December 2008, the December
      2008 Amended Facility Agreement shall be amended and shall be in the form
      as restated for all purposes as set out in Annex 1 to this Deed so that
      the rights and obligations of the parties thereto shall from that date be
      governed by and construed in accordance with the provisions of
      the December 2008 Amended Facility Agreement (as amended and
      restated, the "Third
      Amended Facility
Agreement").

            


    

     

     

    
      	
              3.

            	
              CONSENT
      TO AMENDMENTS TO DOCUMENTS

            


    

     

    This Deed
shall constitute the prior written consent from the Security Trustee to the
amendments to the December 2008 Amended Facility
Agreement.

     

     

    
      	
              4.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    Each of
the parties hereto makes the following representations and warranties with
respect to itself:

     

     

    
      	
              4.1

            	
              Power and
      Authority:  It has the power to enter into and perform,
      and has taken all necessary action to authorise the entry into,
      performance and delivery of, this Deed and the transactions contemplated
      thereby.

            


    

     

     

    
      	
              4.2

            	
              Legal Validity: This
      Deed constitutes its legal, valid and binding
  obligations.

            


    

     

     

    
      	
              4.3

            	
              Authorisations:  In
      the case of the Security Trustee and the Agent and the First New Lender,
      all material authorisations, and in the case of the Borrower, all
      authorisations required in connection with the entry into and validity of
      and the transactions contemplated by this Deed have been obtained and
      effected (as appropriate) and are in full force and
  effect.

            


    

     

     

    
      	
              5.

            	
              GOVERNING
      LAW

            


    

     

    This Deed
and all matters arising from or connected with it are governed by English
law.

     

     

    
      	
              6.

            	
              JURISDICTION

            


    

     

     

    
      	
              6.1

            	
              The
      courts of England have exclusive jurisdiction to settle any dispute
      arising from or connected with this Deed (a "Dispute").

            


    

     

     

    
      	
              6.2

            	
              Each
      party irrevocably waives any objection which it might at any time have to
      the courts of England being nominated as the forum to hear and decide any
      proceedings and to settle any Disputes and agrees not to claim that the
      courts of England are not a convenient or appropriate
    forum.

            


    

     

     

    
      	
              7.

            	
              COUNTERPARTS

            


    

     

    This Deed
may be executed in separate counterparts and by each party separately on a
separate counterpart, and each such counterpart, when so executed, shall be an
original.  Such counterparts shall together constitute one and the
same instrument.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT 1999

            


    

     

    A person
who is not a party to this Deed has no rights under the Contracts (Rights of
Third Parties) Act 1999 (the "Act") to enforce any term of
this Deed.

     

    IN WITNESS the parties hereto
have executed this Amendment and Restatement Deed as a deed and intend to
deliver and do deliver this Deed on the day and year first herein before
written.

     

    


    
      
        
          
            	
                    SIGNED, SEALED AND DELIVERED
      by

                  	
                    )

                  	 
      	 
      
	
                    the
      duly authorised attorney of

                  	
                    )

                  	
                    By:
      /s/ Richard Shea

                  	
                     

                  
	
                    AHR
      Capital MS Limited

                  	
                    )

                  	 
      	 
      
	
                    in
      the presence of

                  	
                    )

                  	 
      	 
      


          

        

      

    

    


     

    
      
        
          	
                  Signature
      of witness  By:

                	
                  /s/
      Paul Horowitz

                	 
      	 
      


        

      

    

    


     

    


    
      
        
          	
                  Name
      of witness

                	
                  /s/
      Paul Horowitz

                	 
      


        

      

    

    


     

    THE
INITIAL LENDER

     

    MORGAN
STANLEY BANK

     

    
      
        
          	
                  By:

                	
                  /s/ Cynthia
      Eckes

                	 
      


        

      

    

    


     

    


     

    THE
AGENT AND THE FIRST NEW LENDER

     

    MORGAN
STANLEY PRINCIPAL FUNDING INC

     

    
      
        
          	
                  By:

                	
                  /s/ Cynthia
      Eckes

                	 
      


        

      

    

    


     

    THE
SECURITY TRUSTEE

     

    MORGAN
STANLEY MORTGAGE SERVICING LTD.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    By:

                                  	
                                    /s/
      Matthew Carson

                                  	 	
                                    By:

                                  	
                                    /s/
      Justin Winder

                                  	
                                     

                                  
	
                                    Name:  Matthew
      Carson

                                  	 	
                                    Name:  Justin
      Winder

                                  
	
                                    Title:  Director

                                  	 	
                                    Title:  Director

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

     

    ANNEX
1

     

    (THIRD
AMENDED AND RESTATED FACILITY AGREEMENT)

     

     

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      
        	  

                 

              	
                
                  CLIFFORD
      CHANCE LLP

                   

                

              


      

       

      


    

     

     

    
      
        
          
            
              
                
                  
                    	
                            $300,000,000

                             

                            FACILITY
      AGREEMENT

                             

                            dated
      as of 31 December 2008

                             

                            for

                             

                            AHR
      CAPITAL MS LIMITED

                            as
      the Borrower

                             

                            arranged
      by

                            MORGAN
      STANLEY MORTGAGE SERVICING LTD

                            acting
      as the Security Trustee

                             

                            and

                            MORGAN
      STANLEY BANK, N.A.

                            as
      the Initial Lender

                             

                             

                            MORGAN
      STANLEY PRINCIPAL FUNDING INC

                            as
      the First New Lender and Agent

                             

                             

                          
	 
      	
                             

                             

                            THIRD
      AMENDED AND RESTATED MULTICURRENCY 

                            FACILITY
      AGREEMENT

                             

                             

                          	 
      


                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    CLAUSE

                  	
                    CONTENTS

                  	
                    Page

                  
	 	 	 
	
                    1.

                     

                  	
                    Definitions
      And Interpretation

                     

                  	
                    1

                     

                  
	
                    2.

                     

                  	
                    The
      Facility

                     

                  	
                    22

                     

                  
	
                    3.

                     

                  	
                    Purpose

                     

                  	
                    22

                     

                  
	
                    4.

                     

                  	
                    Conditions
      Of Loans

                     

                  	
                    23

                     

                  
	
                    5.

                     

                  	
                    Procedure
      For Loans

                     

                  	
                    23

                     

                  
	
                    6.

                     

                  	
                    Optional
      Currencies

                     

                  	
                    29

                     

                  
	
                    7.

                     

                  	
                    Repayment

                     

                  	
                    31

                     

                  
	
                    8.

                     

                  	
                    Repayment,
      Pre-Payment And Cancellation

                     

                  	
                    31

                     

                  
	
                    9.

                     

                  	
                    Interest

                     

                  	
                    35

                     

                  
	
                    10.

                     

                  	
                    Changes
      To The Calculation Of Interest

                     

                  	
                    35

                     

                  
	
                    11.

                     

                  	
                    Fees

                     

                  	
                    37

                     

                  
	
                    12.

                     

                  	
                    Tax
      Gross Up And Indemnities

                     

                  	
                    38

                     

                  
	
                    13.

                     

                  	
                    Increased
      Costs

                     

                  	
                    42

                     

                  
	
                    14.

                     

                  	
                    Other
      Indemnities

                     

                  	
                    44

                     

                  
	
                    15.

                     

                  	
                    Costs
      And Expenses

                     

                  	
                    44

                     

                  
	
                    16.

                     

                  	
                    Mitigation
      By The Lenders

                     

                  	
                    46

                     

                  
	
                    17.

                     

                  	
                    Representations
      And Warranties

                     

                  	
                    47

                     

                  
	
                    18.

                     

                  	
                    Information
      Undertakings

                     

                  	
                    51

                     

                  
	
                    19.

                     

                  	
                    General
      Undertakings

                     

                  	
                    53

                     

                  
	
                    20.

                     

                  	
                    Events
      Of Default

                     

                  	
                    58

                     

                  
	
                    21.

                     

                  	
                    Changes
      To The Lenders

                     

                  	
                    63

                     

                  
	
                    22.

                     

                  	
                    Changes
      To The Obligors

                     

                  	
                    66

                     

                  
	
                    23.

                     

                  	
                    Role
      Of The Agent

                     

                  	
                    67

                     

                  
	
                    24.

                     

                  	
                    Conduct
      Of Business By The Finance Parties

                     

                  	
                    73

                     

                  
	
                    25.

                     

                  	
                    Sharing
      Among The Finance Parties

                     

                  	
                    73

                     

                  
	
                    26.

                     

                  	
                    Payment
      Mechanics

                     

                  	
                    76

                     

                  
	
                    27.

                     

                  	
                    Set-Off

                     

                  	
                    78

                     

                  
	
                    28.

                     

                  	
                    Notices

                     

                  	
                    79

                     

                  
	
                    29.

                     

                  	
                    Calculations
      And Certificates

                     

                  	
                    80

                     

                  
	
                    30.

                     

                  	
                    Partial
      Invalidity

                     

                  	
                    81

                     

                  
	
                    31.

                     

                  	
                    Remedies
      And Waivers

                     

                  	
                    81

                     

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                32.

                                 

                              	
                                Amendments
      And Waivers

                                 

                              	
                                81

                                 

                              
	
                                33.

                                 

                              	
                                Counterparts

                                 

                              	
                                82

                                 

                              
	
                                34.

                                 

                              	
                                Entire
      Agreement

                                 

                              	
                                85

                                 

                              
	
                                35.

                                 

                              	
                                Governing
      Law

                                 

                              	
                                86

                                 

                              
	
                                36.

                                 

                              	
                                Enforcement

                                 

                              	
                                86

                                 

                              
	 
      	 
      	 
      
	
                                SCHEDULE
      1

                                 

                              	
                                The
      Parties

                                 

                              	
                                88

                                 

                              
	 
      	
                                Part
      I

                              	
                                The
      Obligers

                              	
                                88

                              
	 
      	
                                Part
      II

                              	
                                The
      Lenders

                              	
                                89

                              
	 
      	 
      	 
      
	
                                SCHEDULE
      2

                                 

                              	
                                Conditions
      Precedent

                                 

                              	
                                90

                                 

                              
	 
      	
                                Part
      I

                              	
                                Conditions
      Precedent To First Loan Under This Agreement

                              	
                                90

                              
	 
      	
                                Part
      II

                              	
                                Conditions
      Precedent To All Loans

                              	
                                92

                              
	 
      	
                                Part
      III

                              	
                                Additional
      Requirements

                              	
                                94

                              
	 
      	
                                Part
      IV

                              	
                                Conditions
      Precedent To The Amendment And Restatement

                              	
                                95

                              
	 
      	
                                Part
      V

                              	
                                Conditions
      Precedent To The Second Amendment And Restatement

                              	
                                97

                              
	 
      	
                                Part
      VI

                              	
                                Part
      A Conditions
      Precedent To The Third Amendment And Restatement

                              	
                                99

                              
	 	 	Part
      B Conditions Subsequent	100
	 	 	 
	
                                SCHEDULE
      3

                                 

                              	
                                Request
      For Borrowing

                                 

                              	
                                103

                                 

                              
	
                                SCHEDULE
      4

                                 

                              	
                                Mandatory
      Cost Formulae

                                 

                              	
                                105

                                 

                              
	
                                SCHEDULE
      5

                                 

                              	
                                Form
      Of Transfer Certificate

                                 

                              	
                                108

                                 

                              
	
                                SCHEDULE
      6

                                 

                              	
                                [Reserved]

                                 

                              	
                                110

                                 

                              
	
                                SCHEDULE
      7

                                 

                              	
                                [Reserved]

                                 

                              	
                                111

                                 

                              
	
                                SCHEDULE
      8

                                 

                              	
                                LMA
      Form Of Confidentiality Undertaking

                                 

                              	
                                112

                                 

                              
	
                                SCHEDULE
      9

                                 

                              	
                                [Reserved]

                                 

                              	
                                118

                                 

                              
	
                                SCHEDULE
      10

                                 

                              	
                                Pricing
      Matrix

                                 

                              	
                                119

                                 

                              
	
                                SCHEDULE
      11

                                 

                              	
                                Representations
      And Warranties Re: Eligible Collateral

                                 

                              	
                                121

                                 

                              
	
                                SCHEDULE
      12

                                 

                              	
                                Form
      Of Custodial Agreement

                                 

                              	
                                133

                                 

                              
	
                                SCHEDULE
      13

                                 

                              	
                                Form
      Of Opinions Counsel To Borrower

                                 

                              	
                                134

                                 

                              
	
                                SCHEDULE
      14

                                 

                              	
                                [Reserved]

                                 

                              	
                                135

                                 

                              
	
                                SCHEDULE
      15

                                 

                              	
                                [Reserved]

                                 

                              	
                                136

                                 

                              
	
                                SCHEDULE
      16

                                 

                              	
                                Servicer
      Notice

                                 

                              	
                                137

                                 

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS THIRD AMENDED AND RESTATED
AGREEMENT is dated as of 31 December 2008 and is made
between:

     

    
      	
              (1)

            	
              AHR CAPITAL MS LIMITED
      (the "Borrower");

            


    

     

    
      	
              (2)

            	
              MORGAN STANLEY MORTGAGE
      SERVICING LTD (the "Security
      Trustee");

            


    

     

    
      	
              (3)

            	
              MORGAN STANLEY BANK,
      N.A. (the "Initial Lender");
      and

            


    

     

    
      	
              (4)

            	
              MORGAN STANLEY PRINCIPAL
      FUNDING INC (the "First New Lender" and the "Agent")

            


    

     

    IT IS AGREED as
follows:

     

    SECTION
1

    INTERPRETATION

     

     

    
      	
              1.

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In this
Agreement:

     

    "Account Bank" shall mean Bank
of America, National Association, (as successor by merger to LaSalle Bank
National Association).

     

    "Additional Cost Rate" has the
meaning given to it in Schedule 4 (Mandatory Cost
formulae).

     

    "Advance Rate" shall mean, for
each item of Collateral, the advance rate set forth in the Request for Borrowing
which shall be consistent with the Pricing Matrix, as set forth in Schedule 10
(Pricing
Matrix).

     

    "Affiliate" shall mean, in
relation to any person, a Subsidiary of that person or a Holding Company of that
person or any other Subsidiary of that Holding Company and, with respect to the
Borrower, any person managed by the Borrower.

     

    "AHR Capital Limited" shall
mean a private limited company incorporated in Ireland with registration number
398357, whose registered office is at 1 Guild Street, IFSC, Dublin 1,
Ireland.

     

    "Amelia Asset 1 B.V." shall
mean a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) under the laws of The Netherlands, with its
registered office in Amsterdam, The Netherlands and its principal place of
business at Strawinskylaan 1161, 1077 XX Amsterdam, The Netherlands, registered
in The Netherlands with the Trade Registered under number 34219418, and the
borrower under the Charlotte Credit Facility.

     

    "Anthracite Notes" shall mean the Class E
Deferrable Interest Floating Rate Notes due 2042 and the Class F Subordinated
Notes due 2042 issued by Anthracite Euro CRE CDO 2006-1 p.l.c. and owned by the
Borrower.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    "the Agent's Spot Rate of
Exchange" shall mean the Agent's spot rate of exchange for the purchase
of the relevant currency with the Base Currency in the London foreign exchange
market at or about 11:00 a.m. London time on a particular day.

     

    "Applicable Margin" shall mean
3.50%.

     

    "Appraisal" shall mean a
valuation of any Property prepared by a valuer reasonably acceptable to the
Agent.

     

    "Asset-Specific Loan Balance"
shall mean the portion of any Loan allocable to each item of Eligible Collateral
(converted into the Base Currency using the Agent's Spot Rate of Exchange as at
the day which was one (1) Business Day prior to the relevant Funding Date of
such Loan). Such portion shall initially consist of the sum of the Loans made on
account of such Eligible Collateral, advance costs and fees to the extent
properly incurred by the Lenders and the Agent and the Security Trustee
hereunder and borrowed by the Borrower hereunder.  Whenever this
Agreement states that principal payments on account of a Loan are to be
allocated or applied to or against the Asset-Specific Loan Balance of a specific
item of Eligible Collateral, the Asset-Specific Loan Balance of such item of
Eligible Collateral shall be deemed reduced accordingly by the amount of the
principal payments so applied (converted into the Base Currency using the
Agent's Spot Rate of Exchange as at the day which was one (1) Business Day prior
to the day on which such principal payments on account of such Loan are actually
so allocated and applied).

     

    "Asset Value" shall mean, as of any
date in respect of any item of Eligible Collateral, the price (if not expressed
in the Base Currency, converted into the Base Currency using the Agent's Spot
Rate of Exchange on the day such calculation is made) at which such item of
Eligible Collateral could readily be sold, after giving effect to the value of
any Interest Rate Protection Agreements with respect to such item of Eligible
Collateral which are to be secured in favour of the Security Trustee as
Collateral, as determined in good faith discretion by the Agent, which price may
be determined to be zero and in no event shall exceed the then outstanding par
value (where applicable) of the subject Eligible Collateral which consists of a
Collateral Loan.  The Agent’s determination of Asset Value, which may
be made at any time and from time to time, shall be conclusive, absent manifest
error, upon the parties to this Agreement; provided that, without
limiting the effect of Clause 8.3 (Mandatory Pre-Payment or granting of
further security to the Security Trustee), the Asset Value shall be
deemed to be:

     

    
      	
               
      

            	
              (1)

            	
              zero
      or such greater amount as determined in sole but good faith discretion by
      the Agent in respect of each item of Eligible Collateral in respect of
      which there is a breach of a representation or warranty by a Collateral
      Obligor;

            


    

     

    
      	
               
      

            	
              (2)

            	
              zero
      or such greater amount as determined in good faith, by, but at the sole
      discretion of the Agent in respect of each item of Eligible Collateral in
      respect of which there is a delinquency in the payment of principal and/or
      interest which continues for a period in excess of thirty (30) days (after
      taking into account any applicable grace
  periods);

            


    

     

    
      	
               
      

            	
              (3)

            	
              zero
      or such greater amount as determined in good faith, by, but at the sole
      discretion of, the Agent, in respect of each item of Collateral which has
      been released from the possession of the Custodian under the Custodial
      Agreement to the Borrower for a

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               period
      in excess of fourteen (14) days unless the Agent and Custodian have
      approved such release for a longer period of time;
  and

            


    

     

    


     

    
      	
               
      

            	
              (4)

            	
              zero
      or such greater amount as determined in good faith, but at the sole
      discretion of, the Agent following the failure of Borrower to deliver the
      Collateral File associated with such item of Eligible Collateral to the
      Custodian within five (5) Business Days after the Funding Date associated
      with the Loan made in respect of such item of Eligible
      Collateral.

            


    

     

    Notwithstanding
anything to the contrary contained in this definition, whenever an Asset Value
determination is required under this Agreement:

     

     

    
      	
               
      

            	
              (a)

            	
               the
      Borrower shall cooperate with the Agent in its good faith determination of
      the Asset Value of each item of Eligible Collateral (including, without
      limitation, providing all information and documentation in the possession
      of the Borrower or otherwise within the control of the Borrower regarding
      such item of Eligible Collateral);
and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
               the
      Agent shall be entitled to consider any and all factors relevant to the
      determination of Asset Value including, without limitation, general and
      specific changes in the capital markets and the real estate markets, and
      other factors affecting any item of Eligible Collateral, the Borrower, any
      Collateral Obligor or the transactions contemplated
      hereunder.  Each communication by the Agent to the Borrower of
      an Asset Value determination pertaining to one or more items of Eligible
      Collateral shall be subject to the disclaimer provisions set forth in
      Clause 33.3 (Disclaimers).

            


    

     

    "Authorisation" shall mean an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.

     

    "Availability Period" shall
mean the period from and including the Effective Date to and including the
Business Day immediately preceding the date hereof.

     

    "Available Credit" shall mean,
with respect to any Lender, such Lender's Maximum Credit minus:

     

     

    
      	
            	
               (a)  
      

            	
               the Base Currency Amount
      of its participation in any outstanding Loans;
  and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
               in
      relation to any Loans that are proposed to be made, the Base Currency
      Amount of its proportional participation in any Loans that are due to be
      made on or before the proposed Funding
Date,

            


    

     

    other
than such Lender's participation in any Loans that are due to be repaid or
prepaid on or before the proposed Funding Date.

     

    "Bank
Agreement"shall mean the Collection Account Security and Control
Agreement between, inter
alios, the Borrower and the Security Trustee dated 17 February 2006 as
amended pursuant to that certain Amended and Restated Collection Account
Security and Control Agreement between, inter
alios, the Borrower and the Security Trustee dated as of 9 January
2009.

     

    "B Notes" shall mean the original
executed subordinated note or other evidence of a subordinated interest with
respect to a Mortgage Loan or a Mezzanine Loan (to which the applicable
representations and warranties in Clause 17.13 (Collateral; Collateral
Security) hereof are correct).

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    "Bank Agreement" shall mean the
collection account security and control agreement, between, inter alios, the Borrower and
the Security Trustee dated 17 February 2006 as amended pursuant to that certain
Amended and Restated Collection Account Security and Control Agreement between,
inter alios, the Borrower and the
Security Trustee dated as of 9 January 2009.

     

    "Base Currency" shall mean
dollars.

     

    "Base Currency Amount" shall
mean, in relation to a Loan, the amount specified in the Request for Borrowing
for that Loan (or, if the amount requested is not denominated in the Base
Currency, that amount converted into the Base Currency at the Agent's Spot Rate
of Exchange on the date which is one (1) Business Day before the Funding Date)
adjusted to reflect any repayment, pre-payment, consolidation or division of the
Loans.

     

    "Borrower Bank Accounts" or
"Accounts" means the Borrower
Sterling Account, the Borrower Yen Account and the Borrower Euro Account or any
one or more of them as the context may require (and any renewal or redesignation
of such accounts) maintained with the Account Bank, the Irish Bank Accounts and
any other bank accounts as the Borrower may open and maintain from time to time
in accordance with the Bank Agreement and notified to the Agent and the
Lenders.

     

    "Borrower Euro Account" means
the euro denominated Borrower Bank Account maintained by the Account Bank with
account number 723414.3, account name AHR Capital MS Limited Euro Account (and
any redesignation of such account).

     

    "Borrower Irish Tax
Requirements" shall mean the following:

     

     

    
      	
            	
              (a)

            	
              the
      Borrower is and shall continue to be resident in the Republic of Ireland
      for the purposes of the Irish Taxes
Act;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              the
      Borrower carries on and shall continue to carry on in the Republic of
      Ireland the business of holding, managing or both the holding and managing
      of the Eligible Collateral or interests in the Eligible
      Collateral;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              apart
      from activities ancillary to the business of managing or holding the
      Eligible Collateral or interests in the Eligible Collateral, the Borrower
      carries on and shall continue to carry on no other
    activities;

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              the
      market value of the Eligible Collateral or interests in the Eligible
      Collateral held or managed by the Borrower was not less than EUR
      10,000,000 on the day on which the Eligible Collateral or interests in the
      Eligible Collateral were first held by
it;

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              all
      of the transactions entered into or that will be entered into by the
      Borrower have been or will be entered into, as the case may be, on an
      arm’s length basis, apart from any transaction or arrangement where
      Section 110(4) of the Irish Taxes Act applies to any interest or other
      distribution payable under the transaction or arrangement unless the
      transaction or arrangement concerned is excluded from that provision by
      virtue of Section 110(5) of the Irish Taxes
Act;

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              the
      Borrower has notified the Irish Revenue Commissioners in the prescribed
      form that it is or intends to be a qualifying company for the purposes of
      Section 110(1) of

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    the Irish
Taxes Act and has supplied to the Irish Revenue Commissioners such other
particulars relating to it as may be specified in the prescribed
form;

     

     

    
      	
               
      

            	
              (g)

            	
              the
      proceeds of all monies or funding received by the Borrower have been, or
      as applicable, shall be used by the Borrower in the course of its business
      as a qualifying company within the meaning of Section 110 of the Irish
      Taxes Act;

            


    

     

     

    
      	
               
      

            	
              (h)

            	
              excluding
      costs of incorporation of the Borrower, any material expenses (being
      expenses in the aggregate exceeding $50,000 per annum) incurred or to be
      incurred by the Borrower including interest payable by the Borrower shall
      be deductible in computing its profits for the purposes of the Irish Taxes
      Act; and

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              any
      transaction entered into by the Borrower is not or will not be entered
      into by such Borrower for tax avoidance
reasons.

            


    

     

    "Borrower Sterling Account"
means the sterling denominated Borrower Bank Account maintained by the Account
Bank with account number 723414.2 account name AHR Capital MS Limited
Sterling Account (and any redesignation of such account).

     

    "Borrower USD
Account" means the USD denominated Borrower Bank Account maintained
by the Account Bank with account number 723414.1, account name AHR Capital MS
Limited USD Account (and any redesignation of such account).

     

    "Borrower Yen
Account" means the Yen
denominated Borrower Bank Account maintained by the Account Bank with account
number 723414.6, account name AHR Capital MS Limited Yen Account (and any
redesignation of such account.)

     

    "Borrowing Base" shall mean the
aggregate Collateral Value of the Collateral utilised pursuant to the Debenture
to secure the amounts from time to time outstanding under the Finance Documents,
including, but not limited to, the Loans.

     

    "Borrowing Base Deficiency"
shall have the meaning provided in paragraph (a) of Clause 8.3(a) (Mandatory Pre-Payment or granting of
further security to the Security Trustee) hereof.

     

    "Business Day" shall mean, a
day (other than a Saturday or Sunday) on which banks are open for general
business in:

     

    
      	
               
      

            	
              (a)

            	
              London,
      or in relation to any date for payment or purchase of a currency other
      than sterling or euro the principal financial centre of the country of
      that currency;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to any date for payment or purchase of euro, any TARGET Day;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      relation to any notice to be given to a party pursuant to this Agreement
      (including a Request for Borrowing) the city in which such party's office
      for service is located.

            


    

     

    "Capital Lease Obligations"
shall mean, for any person, all obligations of such person to pay rent or other
amounts under a lease of (or other agreement conveying the right to use)
Property to the extent such obligations are required to be classified and
accounted for as a capital lease on a balance sheet of such person under GAAP,
and, for purposes of this Agreement, the amount of such obligations shall be the
capitalised amount hereof, determined in accordance with GAAP.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    "Charlotte Asset" shall mean,
all of the Borrower's right, title and interest in, and relating to the
Charlotte Credit Facility and the intercreditor, subordination and other
ancillary agreements thereto including the Omnibus Agreement.

     

    "Charlotte Credit Facility"
shall mean the loan facility made available to Amelia Asset 1 B.V. pursuant to
the facility agreement dated 20 December 2007 (as amended and restated from time
to time) between, inter
alios, Amelia Asset 1 B.V and the Royal Bank of Scotland plc, Frankfurt
branch.

     

    "CMBS" shall mean, in the
singular or plural as the context requires, debt securities backed by mortgages
or other comparable security over commercial real estate or by securities,
interests or other obligations backed directly or indirectly by such mortgages
or other comparable security with the assigned Rating by the corresponding
Rating Agency as set forth in Schedule 10 (Pricing Matrix).

     

    "Collateral" shall mean, all of
the Borrower's right, title and interest in, to and under each of the following
items of Property, whether now owned or hereafter acquired, now existing or
hereafter created and wherever located:

     

    
      	
               
      

            	
              (a)

            	
              All
      Eligible Collateral with respect to which a Loan is made
      hereunder;

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      Collateral Documents with respect to which a Loan is made hereunder and as
      to which the Custodian has been instructed to hold for the Security
      Trustee pursuant to the Custodial
Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      guarantees and insurance (issued by any Governmental Authority or
      otherwise) and any insurance certificate or other document evidencing such
      guarantees or insurance relating to any Collateral and all claims and
      payments thereunder;

            


    

     

    
      	
               
      

            	
              (d)

            	
              All
      Interest Rate Protection
Agreements;

            


    

     

    
      	
               
      

            	
              (e)

            	
              All
      other insurance policies and insurance proceeds relating to the Collateral
      or related Property;

            


    

     

    
      	
               
      

            	
              (f)

            	
              All
      collateral or security however defined, under any other agreement between
      any Obligor and the Lender and/or or any of their respective Affiliates;
      and

            


    

     

    
      	
               
      

            	
              (g)

            	
              Any
      and all replacements, substitutions, distributions on or proceeds of any
      and all of the foregoing.

            


    

     

    "Collateral Documents" shall
mean the documents comprising the Collateral File for each item of Eligible
Collateral.

     

    "Collateral File" shall mean,
as to each item of Collateral, those documents set forth in a schedule to be
delivered by the Borrower or the Agent to the Custodian and which are delivered
to the Custodian pursuant to the terms of this Agreement or the Custodial
Agreement including, without limitation, all documents required by the Agent to
better enable the Borrower to grant in favour of the Security Trustee and to
perfect a first priority security interest in such item of
Collateral.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    "Collateral Loan" shall mean,
any Eligible Collateral consisting of a loan or an interest in a
loan.

     

    "Collateral Obligor" shall
mean, any obligor with respect to any Eligible Collateral, any issuer of any
debt security comprising any portion of the Collateral and the issuer of any
Preferred Equity Interest.

     

    "Collateral Schedule" shall
mean a list of the Eligible Collateral to be granted by way of security to the
Security Trustee for the Secured Obligations under the Finance Documents
attached to a Custodial Identification Certificate setting forth, as to each
item of Eligible Collateral, the applicable information for such Collateral type
specified in the Custodial Agreement.

     

    "Collateral Schedule and Exception
Report" shall mean any collateral schedule and exception report prepared
by the Custodian pursuant to the Custodial Agreement.

     

    "Collateral Value" shall mean
on any day, with respect to each item of Collateral, the product obtained by
multiplying the Asset Value of such item of Collateral (converted into the Base
Currency calculated by the Agent determining the Base Currency equivalent of
such Asset Value by converting such Asset Value into the Base Currency using the
Agent's Spot Rate of Exchange on such day) by the Advance Rate set forth in the
Request for Borrowing associated therewith.

     

    "Commitment Fee" shall have the
meaning provided in Clause 11 (Fees) hereof.

     

    "Conditions Subsequent" shall
mean the documents and evidence listed in Part B of Part VI of Schedule 2 (Conditions Precedent) and
each a "Condition
Subsequent".

     

    "Corporate Services Agreement"
shall mean the Management Agreement dated 27 January 2006 between the Borrower
and Citco Corporate Services (Ireland) Limited.

     

    "Custodian" shall mean, LaSalle
Bank National Association, as Custodian under the Custodial Agreement, and its
successors and permitted assigns thereunder.

     

    "Custodial Agreement" shall
mean the Custodial Agreement, dated as of 17 February 2006, between the
Borrower, the Custodian and the Agent, substantially in the form of Schedule 12
(Form of Custodial
Agreement) hereto, as the same shall be modified and supplemented and in
effect from time to time.

     

    "Custodial Identification
Certificate" shall mean, the certificate executed by the Borrower in
connection with the pledge of Eligible Collateral to the Security Trustee in the
form of Schedule 3 to the Custodial Agreement.

     

    "Cut Off Date" means 9 January
2009.

     

    "Debenture" shall mean the
Debenture dated 17 February 2006 entered into by, inter alios, the Borrower in
favour of the Security Trustee.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    "Default" shall mean an Event
of Default or any event or circumstance which would (with the expiry of a grace
period, the giving of notice, or any combination of any of the foregoing) be an
Event of Default.

     

    "Diligence Materials" shall
mean the Preliminary Due Diligence Package together with the materials requested
in the Supplemental Due Diligence List.

     

    "dollars" or "$" shall mean the lawful
currency of the United States of America.

     

    "Due Diligence Review" shall
have the meaning set forth in Clause 33.2 (Periodic Due Diligence
Review).

     

    "Effective Date" shall mean,
February 17, 2006.

     

    "Eligible Collateral" shall mean
collectively: Mortgage Loans, Mezzanine Loans, B Notes, Preferred Equity
Interests, CMBS, the Anthracite Notes and Other Approved Collateral to which the
applicable section of Schedule 11 (Representations and Warranties Re:
Eligible Collateral) hereof is correct.

     

    "Eligible Collateral Asset"
shall mean any particular item of Eligible Collateral.

     

    "Encumbered Property" shall
mean the real property (including all improvements, buildings, fixtures,
building equipment and personal property thereon and all additions, alterations
and replacements made at any time with respect to the foregoing) and all other
collateral securing repayment of the debt comprised in a Mortgage Loan, or, in
the case of any Mezzanine Loan, the Equity Interests and the real property
related thereto.

     

    "Equity Interest" shall mean
any interest in a person constituting a share of stock or a partner or
membership interest or other right or interest in a person not characterised as
indebtedness under GAAP (including, without limitation, a Preferred Equity
Interest).

     

    "Equity Proceeds" shall mean
with respect to the Guarantor, an amount equal to the net proceeds from the
issuance of any securities of the Guarantor or the net proceeds due to the
Guarantor from contributions to capital or otherwise by another
person.

     

    "EURIBOR" means in relation to
any Loan in euro:

     

    
      	
               
      

            	
              (a)

            	
              the
      applicable Screen Rate; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              (if
      no Screen Rate is available for the Interest Period of that Loan) the
      arithmetic mean of the rates (rounded upwards to four decimal places) as
      supplied to the Agent at its request quoted by the Reference Banks to
      leading banks in the European interbank
market;

            


    

     

    as of the
Specified Time on the Quotation Day for the offering of deposits in euro for a
period comparable to the Interest Period of the relevant Loan.

     

    "euro" or "EUR" shall mean the single
currency unit of the Participating Member States.

     

    "EU Insolvency Regulation"
means Council Regulation (EC) No. 1346/2000 of 20 May 2000.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    "Event of Default" shall mean
any event or circumstance specified as such in Clause 20 (Events of
Default).

     

    "Examiner" has the meaning
given to it in Section 2 of the Companies (Amendment) Act, 1990 of the Republic
of Ireland and "Examinership" shall be
construed accordingly.

     

    "Exit Fee" shall have the
meaning ascribed to it in Clause 11.2 (Exit Fee).

     

    "Exit Fee Related Collateral"
shall have the meaning ascribed to it in Clause 11.2 (Exit Fee).

     

    "Facility" shall mean the loan
facility made available under this Agreement as described in Clause 2
(The
Facility).

     

    "Facility Office" shall mean
the office or offices notified by a Lender to the Agent in writing on or before
the date it becomes a Lender (or, following that date, by not less than five (5)
Business Days' written notice) as the office or offices through which it will
perform its obligations under this Agreement.

     

    "Finance Documents" shall mean
this Agreement, the Debenture, the Guarantee, the Custodial Agreement, the Bank
Agreement, each Interest Rate Protection Agreement, the Pledge and Security
Agreement, the Securities Account Control Agreement and any other document
designated as such by the Agent and the Borrower.

     

    "Finance Party" shall mean the
Agent, the Security Trustee and each Lender as the case may be and the context
requires.

     

    "Funding Costs" shall mean,
collectively, the actual costs to a Lender of breaking an interbank contract for
LIBOR, or if applicable, EURIBOR (or the costs that would have been incurred if
such a Lender had entered into a broken interbank contract prior to the
expiration of the contract period applicable thereto in connection with (a) a
pre-payment (whether voluntary or involuntary) of all or any portion of an
Asset-Specific Loan Balance or other principal repayment required or permitted
under the Finance Documents that is made at any time other than at the
expiration of an Interest Period, (b) any voluntary or involuntary acceleration
of the Termination Date that in effect occurs on any date that is not the last
day of an Interest Period with respect to any Asset-Specific Loan Balance, and
(c) any other set of circumstances not attributable solely to a Lender's acts,
or related to an amendment of this Agreement by the parties
hereto.  Subject to the foregoing, Funding Costs shall not include a
diminution in yield suffered by a Lender upon re-lending or re-investing the
principal of a Loan after any pre-payment of such Loan.

     

    "Funding Date" shall mean the
date on which a Loan is made hereunder.

     

    "GAAP" shall mean

     

    
      	
               
      

            	
              (a)

            	
              in
      respect of the Borrower, generally accepted accounting principles in
      effect from time to time in the Republic of Ireland;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      respect of the Guarantor, generally accepted accounting principles in
      effect from time to time in the United States of
  America.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    "Governmental Authority" shall
mean, any nation or government, any state or other political subdivision
thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any court or
arbitrator having jurisdiction over the Borrower, the Guarantor or any of their
respective Subsidiaries or any of their respective properties.

     

    "Guarantee" shall mean the
Amended and Restated Parent Guaranty 31 December 2008.

     

    "the Guarantor" shall mean
Anthracite Capital, Inc., a Maryland corporation.

     

    "Holding Company" means, in
relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary.

     

    "Indebtedness" shall mean any
indebtedness for or in respect of:

     

    
      	
               
      

            	
              (a)

            	
              moneys
      borrowed;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      amount raised by acceptance under any acceptance credit facility or
      dematerialised equivalent;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      amount raised pursuant to any note purchase facility or the issue of
      bonds, notes, debentures, loan stock or any similar
      instrument;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      amount of any liability in respect of any lease or hire purchase contract
      which would, in accordance with GAAP, be treated as a finance or capital
      lease;

            


    

     

    
      	
               
      

            	
              (e)

            	
              receivables
      sold or discounted (other than any receivables to the extent they are sold
      on a non-recourse basis);

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      amount raised under any other transaction (including any forward sale or
      purchase agreement) having the commercial effect of a
      borrowing;

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      derivative transaction entered into in connection with protection against
      or benefit from fluctuation in any rate or price (and, when calculating
      the value of any derivative transaction, only the marked to market value
      shall be taken into account);

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      counter-indemnity obligation in respect of a guarantee, indemnity, bond,
      standby or documentary letter of credit or any other instrument issued by
      a bank or financial institution;

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Capital Lease Obligations;

            


    

     

    
      	
               
      

            	
              (j)

            	
              any
      amount of any liability under an advance or deferred purchase agreement if
      one of the primary reasons behind the entry into this agreement is to
      raise finance;

            


    

     

    
      	
               
      

            	
              (k)

            	
              (without
      double counting) the amount of any liability in respect of any guarantee
      or indemnity for any of the items referred to in paragraphs (a) to (k)
      above; and

            


    

     

    
      	
               
      

            	
              (l)

            	
              any
      other indebtedness of the Borrower whether financial or
      otherwise.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    "Information Memorandum" shall
mean, the document in the form approved by the Borrower concerning the Borrower
which, at its request and on its behalf, is to be prepared in relation to this
transaction and distributed prior to the Syndication Date in connection with
syndication.

     

    "Institutional Investor" shall
mean a bank, insurance company, pension fund, real estate investment trust,
registered investment advisor or other institutional investor or a corporation
whose shares are publicly traded on the New York Stock Exchange or the American
Stock Exchange, the London Stock Exchange, the Irish Stock Exchange or a similar
internationally recognised stock exchange of another nation or any Affiliate of
the foregoing, in each case, having not less than $500,000,000 in assets and
$250,000,000 in equity, and having a long term unsecured debt rating of "A" by
S&P or the equivalent by Moody’s.

     

    "Institutional Owner" shall
mean an insurance company, bank, savings and loan association, REIT, Real Estate
Mortgage Investment Conduit, grantor trust, trust company, commercial credit
corporation, pension plan, pension fund or pension fund advisory firm, mutual
fund or other investment company, governmental entity or plan, "qualified
institutional buyer", within the meaning of Rule 144A under the Securities Act
(U.S.) of 1993, as amended (other than a broker/dealer) or an institution
substantially similar to any of the foregoing, or any entity wholly owned by any
one or more such institutions, in each case, having not less than $500,000,000
in assets and $250,000,000 in equity, and having a long term unsecured debt
rating of "A" by S&P or the equivalent by Moody’s.

     

    "Interest Payment Date" shall
mean the first Business Day of each month and for the last month of this
Agreement, the first Business Day of such last month and the Termination
Date.

     

    "Interest Period" for any Loan
shall mean (i) the period commencing on the Funding Date and ending on the day
immediately preceding the next succeeding Interest Payment Date, and thereafter
(ii) the period commencing on each Interest Payment Date and ending on the date
immediately preceding the next succeeding Interest Payment Date.

     

    "Interest Rate Protection
Agreement" shall mean, any, futures contract, options related contract,
interest rate swap, cap or collar agreement or similar arrangement providing for
protection against fluctuations in interest rates or the exchange of nominal
interest obligations, either generally or under specific
contingencies.

     

    "Investment Management
Agreement" shall mean the Investment Management Agreement dated 27
January 2006 between the Borrower and BlackRock Financial Management,
Inc.

     

    "Irish Bank Accounts" means,
collectively, the current account (account No. 26932332) and the deposit account
(account No. 26933802) in the name of the Borrower with the Governor and Company
of the Bank of Ireland.

     

    "Irish Taxes Act" has the
meaning given to it in Clause 12.1 (Definitions).

     

    "the Lender" shall
mean:

     

    
      	
               
      

            	
              (a)

            	
              Morgan
      Stanley Bank, N.A., a Utah
Corporation;

            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Morgan
      Stanley Principal Funding Inc., a Delaware Corporation;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      bank, financial institution, trust, fund or other entity which has become
      a Party in accordance with Clause 21 (Changes to the
      Lenders),

            


    

     

    which in
each case has not ceased to be a Party in accordance with the terms of this
Agreement.

     

    "Lenders' Net Aggregate
Exposure" shall mean on any day, with respect to all Loans, a
fraction:

     

    
      	
               
      

            	
              (a)

            	
              the
      numerator of which shall be the sum of (i) the aggregate amounts of the
      Loans plus (ii) the aggregate amount of any and all senior Indebtedness
      and senior Preferred Equity Interest(s) secured in whole or in part by
      real property or direct or indirect beneficial interests therein relating
      to all Eligible Collateral securing such Loans;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      denominator of which shall be the fair market value (in the Base Currency
      and if not expressed in the Base Currency, converted into the Base
      Currency using the Agent's Spot Rate of Exchange on the day such
      calculation is made) of the real property or direct or indirect beneficial
      interests referred to in (a) above as determined by the Agent in its sole
      good faith discretion.

            


    

     

    "Lenders' Net Exposure" shall
mean, with respect to each Loan, a fraction:

     

    
      	
               
      

            	
              (a)

            	
              the
      numerator of which shall be sum of (i) the Base Currency Amount of such
      Loan plus (ii) the amount of any and all Indebtedness and senior Preferred
      Equity Interest(s) (in each case converted into the Base Currency using
      the Agent's Spot Rate of Exchange on such day) secured in whole or in part
      by real property or direct or indirect beneficial interests therein
      relating to the Eligible Collateral granted as security to the Security
      Trustee in connection with such Loan;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      denominator of which shall be the fair market value (in the Base Currency
      and if not expressed in the Base Currency, converted into the Base
      Currency using the Agent's Spot Rate of Exchange on the day such
      calculation is made) of the real property or direct or indirect beneficial
      interests referenced in (a) above as determined by the Agent in its sole
      good faith discretion.

            


    

     

    "LIBOR" shall mean, in relation
to any Loan:

     

    
      	
               
      

            	
              (a)

            	
              the
      applicable Screen Rate; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              (if
      no Screen Rate is available for the currency or Interest Period of that
      Loan) the arithmetic mean of the rates (rounded upwards to four decimal
      places) as supplied to the Agent at its request quoted by the Reference
      Banks to leading banks in the London interbank
  market,

            


    

     

    on or
about 11:00 a.m. London time on the Quotation Day for the offering of deposits
in the currency of that Loan and for a period of thirty (30) days.

     

    "LMA" shall mean the Loan
Market Association.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    "Loan" shall mean a loan made
or to be made under the Facility or the principal amount outstanding for the
time being of that loan.

     

    "Loan-To-Value Ratio" or "LTV" shall mean, as of any
date in respect to any item of Eligible Collateral, the ratio that (x) the
aggregate outstanding principal balances of all loans and preferred equity
interests secured in whole or in part by real property or direct or indirect
beneficial interests therein relating to such Eligible Collateral bears to (y)
the value, determined by an Appraisal in a form reasonably acceptable to the
Agent, of the real property (together with all applicable appurtenant interests
and subject to all applicable security interests, encumbrances and tenancies),
or direct or indirect beneficial interests which form the basis of such Eligible
Collateral.

     

    "Majority Lenders" shall
mean:

     

    
      	
               
      

            	
              (a)

            	
              if
      there are no Loans then outstanding, a Lender or Lenders whose Total
      Maximum Credit aggregate more than 662/3%
      of the Total Maximum Credit (or, if the Total Maximum Credit have been
      reduced to zero, aggregated more than 662/3%
      of the Total Maximum Credit immediately prior to the reduction);
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              at
      any other time, a Lender or Lenders whose participations in the Loans then
      outstanding aggregate more than 662/3%
      of all the Loans then outstanding.

            


    

     

    "Mandatory Cost" shall mean the
percentage rate per annum calculated by the Agent in accordance with Schedule 4
(Mandatory Cost
Formulae).

     

    "Material Adverse Effect" shall
mean a material adverse effect on:

     

    
      	
               
      

            	
              (a)

            	
              the
      business, operations, Property, condition (financial or otherwise) or
      prospects of the Borrower or the
Guarantor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      ability of an Obligor to perform its obligations under any of the Finance
      Documents;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      validity or enforceability of any of the Finance Documents or the rights
      or remedies of any Finance Party under any of the Finance
      Documents;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      timely payment of principal or of interest on a Loan or other amounts
      payable in connection therewith; or

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Collateral.

            


    

     

    "Maximum Credit" shall mean in
relation to any Lender, the amount in the Base Currency set opposite its name
under the heading "Maximum
Credit" in Part II of Schedule 1 (The Parties) and the amount
in the Base Currency of any other Maximum Credit transferred to it under this
Agreement as the same may be reduced in accordance with this Agreement to the
extent not cancelled, reduced or transferred by it under this
Agreement.

     

    "Mezzanine Loan" shall mean
indebtedness of an owner or owners of any Equity Interest or any other equity or
ownership interests in property secured only by such Equity Interest or other
equity or ownership interest, each encumbering one or more commercial (including
retail

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    office,
industrial, self-storage, hospitality or other commercial uses) or multi-family
residential properties to which the applicable representations and warranties in
Clause 17.13 (Collateral;
Collateral Security) hereof are correct.

     

    "Moody's" shall mean Moody's
Investors Service Inc. or any successor to its rating business.

     

    "Mortgage" shall mean the
mortgage, charge or other instrument securing a Mortgage Loan, which creates a
first ranking security interest on real property.

     

    "Mortgage Loan" shall mean a performing
mortgage loan encumbering one or more commercial (including retail, office,
industrial, self storage, hospitality or other commercial uses) or multi-family
residential properties to which the applicable representations and warranties in
Clause 17.13 (Collateral;
Collateral Security) hereof are correct.

     

    "MS & Co." shall mean
Morgan Stanley & Co. Incorporated, a registered broker-dealer.

     

    "MS Indebtedness" means any
Indebtedness of any Obligor owed to the First New Lender or any of its
respective Affiliates.

     

    "Net Worth" shall mean the
amount which would be included under shareholders equity on a consolidated
balance sheet of the Borrower and the Guarantor and its subsidiaries determined
on a consolidated basis in accordance with GAAP.

     

    "Obligors" shall mean the
Borrower and the Guarantor and "Obligor" shall mean either one
of them as the context may require.

     

    "Omnibus Agreement" shall mean
the agreement dated on or before the Cut Off Date between the Borrower, AHR
Capital Limited, RECP IV CMBS International Sarl, RECP Anthracite International
JV Limited and the Guarantor.

     

    "Optional Currency" shall mean
sterling, Yen or euros or any other currency mutually agreed to by the Borrower
and the Agent.

     

    "Other Approved Collateral"
shall mean such other proposed Property of the Borrower as the Agent shall
accept as Collateral for a Loan.

     

    "Participating Member State"
shall mean any member state of the European Communities that adopts or has
adopted the euro as its lawful currency in accordance with legislation of the
European Community relating to Economic and Monetary Union.

     

    "Party" shall mean a party to
this Agreement.

     

    "Pledge
and Security Agreement" shall mean the Pledge and Security Agreement
dated 31 December 2008 made by the Borrower in favour of Morgan Stanley Mortgage
Servicing Limited as Security Trustee.

     

    "Post Default Rate of Interest"
shall have the meaning ascribed to it in Clause 9.3 (Default
Interest).

     

    "Preferred Equity Interest" shall mean any
interest in a person constituting preference shares or a preferred partnership
or membership interest or other preferred right or interest in a person that is
not characterised as indebtedness under GAAP.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    "Preliminary Due Diligence
Package" shall mean, with respect to any item of Eligible Collateral, the
following due diligence information relating to such item of Eligible Collateral
to be provided by the Borrower to the Agent pursuant to this
Agreement:

     

     

    
      	
            	
              (a)

            	
              a
      summary memorandum outlining the proposed transaction, including potential
      transaction benefits and all material underwriting risks, all Underwriting
      Issues and all other characteristics of the proposed transaction that a
      prudent lender would consider
material;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              a
      cash flow pro-forma, plus historical
      information, if available;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              a
      description of the Property comprised in such Eligible Collateral (whether
      real property, a loan or other
collateral);

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              the
      indicative relevant Loan-To-Value
Ratio;

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              the
      Borrower’s or the Guarantor's or any Affiliate thereof's relationship with
      its Collateral Obligor or any Affiliate of such Collateral Obligor, if
      any;

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              a
      Phase I environmental report (including asbestos and lead paint
      report);

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              third
      party reports, to the extent available and applicable,
      including:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              current
      Appraisal;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              Phase
      II environmental report or other follow-up environmental report if such
      was recommended in the relevant Phase I environmental
      report;

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              seismic
      reports; and

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              an
      operations and maintenance plan with respect to asbestos containing
      materials;

            


    

     

     

    
      	
               
      

            	
              (h)

            	
              documents
      comprising such Eligible Collateral, or current drafts thereof, including,
      without limitation, the underlying debt and the related finance documents
      (including any guarantees), the Collateral Obligor’s organisational, or
      constitutional, documents, warrant agreements, and loan and collateral
      security agreements, as applicable;

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              a
      list that specifically and expressly identifies any Collateral Documents
      that relate to such Eligible Collateral but which are not in the
      Borrower’s possession; and

            


    

     

     

    
      	
               
      

            	
              (j)

            	
              in
      the case of Eligible Collateral which is other than an actual Mortgage
      Loan, all information and other materials described in this definition
      which would otherwise be provided for the underlying mortgage loan if it
      were an item of Eligible Collateral, except that, as to the items set
      forth in paragraphs (g) and (h), to the extent the Borrower possesses such
      information or has access to such information because it was provided to
      the related lead lender and made available to the
  Borrower.

            


    

     

    "Principal Receipts" means in
relation to any Eligible Collateral purchased or otherwise acquired by the
Borrower, any monies arising from such Eligible Collateral and received
by

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    the
Borrower which are of a principal nature or are on account of principal, or are
on account of a return of capital in relation to a Preferred Equity
Interest.

     

    "Property" shall mean, any
right or interest in or to property of any kind whatsoever, whether real,
personal or mixed and whether tangible or intangible.

     

    "Proposed Eligible Collateral"
means any item of Collateral that the Borrower proposes should be the subject of
a Loan prior to the approval by the Agent as Eligible Collateral.

     

    "Qualifying Lender" has the
meaning given to it in Clause 12.1 (Definitions).

     

    "Quotation Day" means in
relation to any period for which an interest rate is to be determined the day
that is one (1) day prior to the first day of that period.

     

    "Rating" shall mean the rating
(or its equivalent) assigned by each Rating Agency for CMBS as set forth in
Schedule 10 (Pricing
Matrix).

     

    "Rating Agency" shall mean
Moody's and S&P.

     

    "RECP ANTHRACITE International JV
Limited" a private limited company incorporated in Ireland with
registration number 458239, whose registered office is at 1 Guild Street, IFSC,
Dublin 1, Ireland.

     

    "RECP IV CMBS International
S.À.R.L." shall mean a private limited company (Société à Responsabilité
Limitée) incorporated in Luxembourg , whose statutory seat is at 3 rue Renert,
L-2422 Luxembourg, Grand Duchy of Luxembourg.

     

    "Reference Banks" shall mean
the principal London offices of HSBC Bank plc, The Royal Bank of Scotland plc,
Barclays Bank plc and Lloyds TSB Bank plc or such other banks as may be
appointed by the Agent in consultation with the Borrower.

     

    "Relevant Interbank Market"
shall mean in relation to euro, the European interbank market, in relation to
sterling the London interbank market, in relation to Yen, the London interbank
market  and, in relation to any other currency, the London interbank
market.

     

    "Repeating Representations"
shall mean the representation and warranties of the Borrower set forth in
Clauses 17.1,
17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.9, 17.10, 17.11, 17.12, 17.13, 17.15,
17.16, 17.17, 17.18,and 17.19 of this Agreement.

     

    "Request for Borrowing" shall
mean a notice substantially in the form set out in Schedule 3 (Request for
Borrowing).

     

    "Reservations" shall mean (i)
the effect of bankruptcy, examination, insolvency or similar laws affecting
generally the enforcement of creditor's rights, as such laws would apply in the
event of any bankruptcy, examination, receivership, insolvency or similar event
applicable to the relevant Obligor and (ii) general equitable principles
(whether enforceability of such principles is considered in a proceeding at law
or in equity).

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    "Responsible Officer" shall
mean, as to any person, the chief executive officer, chairman of the board,
president, executive vice president, and, with respect of financial matters,
executive vice president, vice president or the treasurer of such
person.

     

    "Revenue Receipts" means any
monies received by the Borrower which are not Principal Receipts (or the
proceeds of the investment of the Borrower Principal Receipts).

     

    "S&P" shall mean Standard
and Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. or any
successor to its rating business.

     

    "Screen Rate"
means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to LIBOR, the British Bankers' Association Interest Settlement
      Rate for the relevant currency and
period;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to EURIBOR, the percentage rate per annum determined by the
      Banking Federation of the European Union for the relevant
      period;

            


    

     

    displayed
on the appropriate page of the Reuters screen. If the agreed page is replaced or
service ceases to be available, the Agent may specify another page or service
displaying the appropriate rate after consultation with the Borrower and the
Lenders.

     

    "Secured Parties" or "Secured Party" shall have the
meaning provided in the Debenture.

     

    "Securities
Account Control Agreement" shall mean the Securities Account Control
agreement dated 31 December 2008 between Morgan Stanley Mortgage Servicing
Limited as secured party and Account Bank as intermediary and the
Borrower.

     

    "the Security Trustee" has the
meaning provided in the heading to this Agreement.

     

    "the Servicer" shall have the
meaning provided in Clause 13.1 (Servicing)
hereof.

     

    "Servicer Notice" shall have
the meaning provided in Clause 13.1 (Servicing)
hereof.

     

    "Servicing Agreement" shall
have the meaning provided in Clause 13.1 (Servicing)
hereof.

     

    "Servicing Records" shall have
the meaning provided in Clause 13.1 (Servicing)
hereof.

     

    "sterling" or "£" shall mean the lawful
currency of the United Kingdom.

     

    "Subordinated Loan Agreement"
shall mean the agreement made between the Borrower and the Guarantor evidencing
the subordinated debt of the Borrower to the Guarantor which shall not be dated
later than the date of the initial loan under this Agreement.

     

    "Subsidiary" shall mean in the
case of a company incorporated in England and Wales a subsidiary within the
meaning of Section 1159 of the Companies Act 2006 or a subsidiary undertaking
within the meaning of Section 1162 of the Companies Act 2006, as applicable, and
in the case of the Borrower only a subsidiary within the meaning of Section 155
of the Companies Act, 1963 (as amended) of the Republic of Ireland:

     

    
      	
               
      

            	
              (a)

            	
              which
      is controlled, directly or indirectly, by the first mentioned company or
      corporation;

            


    

     

    
      	
               
      

            	
              (b)

            	
              more
      than half the issued share capital of which is beneficially owned,
      directly or indirectly by the first mentioned company or corporation;
      or

            


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              which
      is a Subsidiary of another Subsidiary of the first mentioned company or
      corporation,

            


    

     

    and for
this purpose, a company or corporation shall be treated as being controlled by
another if that other company or corporation is able to direct its affairs
and/or to control the composition of its board of directors or equivalent
body.

     

    "Supplemental Due Diligence
List" shall mean with respect to any item of Proposed Eligible
Collateral, information or deliveries concerning such Proposed Eligible
Collateral that the Agent shall request in addition to the Preliminary Due
Diligence Package.

     

    "Syndication Date" shall mean
the day which is the day specified by as the day on which primary syndication of
the Facility is completed.

     

    "Table Funded Eligible
Collateral" shall mean Eligible Collateral to be acquired by the Borrower
contemporaneously with the making of a Loan to it, where substantially all of
the proceeds of the relevant Loan will be used to acquire such Eligible
Collateral.

     

    "TARGET" means Trans-European
Automated Real-time Gross Settlement Express Transfer payment system which
utilises interlinked national real time gross settlement systems and the
European Central Bank's payment mechanism and which began operations on 4
January 1999.

     

    "TARGET Day" means any day on
which TARGET is open for the settlement of payments in euro.

     

    "Tax" shall mean any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same).

     

    "Termination Date" shall mean
17 February 2010 or such earlier date on which this Agreement may terminate in
accordance with its terms or by operation of law, provided that, if the Agent
determines that a Borrowing Base Deficiency is continuing at 5:00 p.m. (New York
time) on the Cut Off Date, the Termination Date shall, with effect from 5:00
p.m. (New York time) on the Cut Off Date, mean 17 February 2009, or such earlier
date on which this Agreement may terminate in accordance with its terms or by
operation of law.

     

    "The Royal Bank of Scotland plc,
Frankfurt Branch" shall mean The Royal Bank of Scotland plc, Frankfurt
Branch in its capacity as agent under the Charlotte Credit
Facility.

     

    "Total Maximum Credit" shall
mean the aggregate of the Maximum Credit being $300,000,000 as at the date of
this Agreement.

     

    "Transfer Certificate" shall
mean a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate)
or any other form agreed between the Agent and the Borrower.

     

    "Transfer Date" shall mean in
relation to a transfer, the later of:

     

    
      	
               
      

            	
              (a)

            	
              the
      proposed Transfer Date specified in the Transfer Certificate;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date on which the Agent executes the Transfer
  Certificate.

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    "Trust Receipt" shall mean the
receipt delivered by the Custodian pursuant to the Custodial Agreement
acknowledging receipt of a Collateral File in connection with a
Loan.

     

    "Underwriting Issues" shall
mean, with respect to any Collateral as to which the Borrower intends to request
a Loan, all information that has come to the Borrower's attention, based on the
making of reasonable inquiries and the exercise of reasonable care and diligence
under the circumstances, which would be considered a materially "negative"
factor (either separately or in the aggregate with other information), or a
material defect in loan documentation or closing deliveries (such as any absence
of any material Collateral Documents), to a reasonable institutional lender in
determining whether to originate or acquire the Collateral in
question.

     

    "Unpaid Sum" shall mean any sum
due and payable but unpaid by an Obligor under the Finance
Documents.

     

    "VAT" shall mean value added
tax as provided for in the Value Added Tax Act 1972 as amended, of the Republic
of Ireland and any other tax of a similar nature.

     

    "VAT Group" shall mean a VAT
group as defined by Section 8(8) of the Value Added Tax Act, 1972, as amended of
the Republic of Ireland.

     

    "Yen" and "¥" each mean the lawful
currency for the time being of Japan.

     

     

    
      	
              1.2

            	
              Construction

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Unless
      a contrary indication appears any reference in this Agreement
      to:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              the
      "the Agent",
      "the Security
      Trustee" any "Finance Party", any
      "the Lender", any
      "Obligor" or any
      "Party" shall be
      construed so as to include its successors in title, permitted assigns and
      permitted transferees;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              "assets" includes present
      and future properties, revenues and rights of every
      description;

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              a
      "Finance Document"
      or any other agreement or instrument is a reference to that Finance
      Document or other agreement or instrument as amended or
      novated;

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              "indebtedness" includes
      any obligation (whether incurred as principal or as surety) for the
      payment or repayment of money, whether present or future, actual or
      contingent;

            


    

     

     

    
      	
               
      

            	
              (v)

            	
              a
      "person" includes
      any person, firm, company, corporation, government, state or agency of a
      state or any association, trust or partnership (whether or not having
      separate legal personality) of two or more of the
    foregoing;

            


    

     

     

    
      	
               
      

            	
              (vi)

            	
              a
      "regulation"
      includes any regulation, rule, official directive, request or guideline
      (whether or not having the force of law) of any governmental,
      intergovernmental or supranational body, agency, department or regulatory,
      self-regulatory or other authority or
  organisation;

            


    

     

     

    
      	
               
      

            	
              (vii)

            	
              a
      provision of law is a reference to that provision as amended or
      re-enacted; and

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (viii)

            	
              a
      time of day is a reference to London
time.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Section,
      Clause and Schedule headings are for ease of reference
    only.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              Unless
      a contrary indication appears, a term used in any other Finance Document
      or in any notice given under or in connection with any Finance Document
      has the same meaning in that Finance Document or notice as in this
      Agreement.

            


    

     

     

    
      	
               
      

            	
              (d)

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

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              Unless
      a contrary intention appears words importing the singular shall include
      the plural and vice versa.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              In
      this Agreement, unless otherwise specified, where an expression requires
      any amounts of money to be aggregated or otherwise added where such
      amounts are not all denominated in the same currency then the aggregate of
      such amounts shall be:

            


    

     

    
       

    

     

    where "D"
is the aggregate of all such amounts denominated in the Base Currency and "X(R)"
is the aggregate of all such amounts denominated in currency other than the Base
Currency converted into the Base Currency using the Agent's Spot Rate of
Exchange on the day such calculation is made.

     

     

    
      	
              1.3

            	
              Third
      party rights

            


    

     

    A person
who is not a Party has no right under the Contracts (Rights of Third Parties)
Act 1111 to enforce or to enjoy the benefit of any term of this
Agreement.

     

     

    
      	
              1.4

            	
              Original
      Facility Agreement, First Amended Facility Agreement Second Amended
      Facility Agreement and December 2008 Amended Facility
      Agreement

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower, the Security Trustee, the Initial Lender and Morgan Stanley
      Bank, N.A., acting as agent for the Initial Lender (the "Original Agent" and,
      together with the Borrower, the Security Trustee and the Initial Lender,
      the "Original
      Parties") entered into a multicurrency revolving facility agreement
      dated 17 February 2006 (the "Original Facility
      Agreement").

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Pursuant
      to an amendment and restatement deed in relation to the Original Facility
      Agreement dated 20 July 2007, the Original Parties amended and
      restated the Original Facility Agreement (the "First Amended Facility
      Agreement").

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              Pursuant
      to an amendment and restatement deed in relation to the First Amended
      Facility Agreement dated 15 February 2008, the Original Parties
      amended and restated the First Amended Facility Agreement (the "Second Amended Facility
      Agreement").

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Pursuant
      to clause 21 of the First Amended Facility Agreement the Initial Lender,
      the First New Lender and the Original Agent entered into a Transfer
      Certificate dated on or about 15 February 2008 (the "First Transfer
      Certificate") whereby the rights and obligations of the Initial
      Lender under the First Amended Facility Agreement were transferred to the
      First New Lender.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              Subsequent
      to the execution of the First Transfer Certificate pursuant to clause
      23.10 of the First Amended Facility Agreement the Original Agent resigned
      as agent under

            


    

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    the First
Amended Facility Agreement and appointed in its place Morgan Stanley Principal
Funding Inc (in such capacity the "Agent" and, together with the
Borrower, the Security Trustee and the First New Lender, the "Parties").

     

     

    
      
        	 	
                (f) 

              	Pursuant
      to an amendment and restatement deed in relation to the Second Amended
      Facility Agreement dated 31 December 2008, the Parties amended and
      restated the Second Amended Facility Agreement (the "December 2008 Facility
      Agreement"). 
	 	 	 
	
                 
      

              	
                (f)

              	
                The
      Parties now wish to amend and restate the December 2008 Amended
      Facility Agreement in the manner set out herein (the "Agreement" and the
      "Third Amended Facility
      Agreement").

              


      

    

     

     

    
      	
              1.5

            	
              Repeating
      Representations

            


    

     

    The
Borrower represents and warrants to each Finance Party in the terms of each of
the Repeating Representations on the date hereof.

     

     

    
      	
              1.6

            	
              Conditions
      Precedent to the Third Amendment and
Restatement

            


    

     

    This
Agreement is conditional on the Agent having received all of the documents and
other evidence listed in Part A of Part VI of Schedule 2 (Conditions Precedent) in form
and substance satisfactory to the Agent. The Agent shall notify the Borrower and
the Lenders, promptly upon being so satisfied.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    SECTION
2

    THE
FACILITY

     

     

    
      	
              2.

            	
              THE
      FACILITY

            


    

     

     

    
      	
              2.1

            	
              The
      Facility

            


    

     

    Subject
to the terms of this Agreement, the Lenders make available to the Borrower a
multicurrency loan facility in a maximum aggregate amount from time to time
outstanding equal to the Total Maximum Credit.

     

     

    
      	
              2.2

            	
              Finance Parties' rights and
      obligations

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      obligations of each Finance Party under the Finance Documents are
      several.  Failure by a Finance Party to perform its obligations
      under the Finance Documents does not affect the obligations of any other
      party under the Finance Documents.  No Finance Party is
      responsible for the obligations of any other Finance Party under the
      Finance Documents.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to the terms and conditions of this Agreement, during the Availability
      Period the Borrower may borrow and, (and for the avoidance of doubt,
      notwithstanding that the Availability Period has come to an end, and the
      Borrower shall be entitled to and to the extent required by this Agreement
      shall), make repayments hereunder, provided that,
      notwithstanding the foregoing, no Lender shall have any obligation to make
      a Loan to the Borrower in excess of its Available
  Credit.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              The
      rights of each Finance Party under or in connection with the Finance
      Documents are separate and independent rights and any debt arising under
      the Finance Documents to a Finance Party from an Obligor shall be a
      separate and independent debt.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              A
      Finance Party may, except as otherwise stated in the Finance Documents,
      separately enforce its rights under the Finance
  Documents.

            


    

     

     

    
      	
              3.

            	
              PURPOSE

            


    

     

     

    
      	
              3.1

            	
              Purpose

            


    

     

    The
Borrower shall apply all amounts borrowed by it under the Facility towards the
acquisition or funding of Eligible Collateral and the purchase of Interest Rate
Protection Agreements relating to such Eligible Collateral.

     

     

    
      	
              3.2

            	
              Monitoring

            


    

     

    No
Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    SECTION
3

    LOANS

     

     

    
      	
              4.

            	
              CONDITIONS
      OF LOANS

            


    

     

     

    
      	
              4.1

            	
              Initial conditions
      precedent

            


    

     

    The
Borrower may not deliver its initial Request for Borrowing unless the Agent has
received all of the documents and other evidence listed in Part I of Schedule 2
(Conditions Precedent)
in form and substance satisfactory to the Agent.  The Agent shall
notify the Borrower and the Lenders, promptly upon being so
satisfied.

     

     

    
      	
              4.2

            	
              Further conditions
      precedent

            


    

     

    The Agent
will only be obliged to comply with a Request for Borrowing if (i) on the
Effective Date the representations and warranties made by each Obligor under
each Finance Document are true in all material respects; and (ii) on any
proposed Funding Date:

     

     

    
      	
               
      

            	
              (a)

            	
              the
      Borrower has complied with the provisions of Part II and III of Schedule 2
      (Conditions
      Precedent);

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              the
      Repeating Representations to be made by the Borrower and any other
      representations and warranties made by an Obligor under each Finance
      Document (other than this Agreement) are true in all material respects and
      in the case of the Repeating Representations, are deemed to be made by the
      Borrower by reference to the facts and circumstances then
      existing;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              the
      procedures set out in Clause 5 (Procedure for Loans)
      have been complied with; and

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              the
      Availability Period has not
expired.

            


    

     

     

    
      	
              4.3

            	
              Conditions
      Subsequent

            


    

     

    On or
before 5:00 p.m. (New York time) on the Cut Off Date, the Borrower shall provide
the Agent with all of the documents and other evidence listed in Part B of Part
VI of Schedule 2 (Conditions
Precedent) in form and substance satisfactory to the
Agent.  The Agent shall notify the Borrower and the Lenders, promptly
upon being so satisfied.

     

     

    
      	
              5.

            	
              PROCEDURE
      FOR LOANS

            


    

     

     

    
      	
              5.1

            	
              Preliminary Approval of
      Eligible Collateral

            


    

     

    In
respect of any assets which the Borrower proposes to be included in the
Borrowing Base and to be granted as security to the Security Trustee pursuant to
the Debenture the Borrower shall:

     

     

    
      	
               
      

            	
              (a)

            	
              submit
      to the Agent a Preliminary Due Diligence Package for the Agent’s review
      and approval;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              not
      later than five (5) Business Days after the Agent has received a complete
      Preliminary Due Diligence Package, the Agent may: (i) request in the
      Agent's sole but good faith discretion additional information that the
      Agent shall specify on a Supplemental Due Diligence List; (ii) notify the
      Borrower of the Asset Value for the

            


    

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

     Proposed
Eligible Collateral; or (iii) deny, in the Agent's sole and absolute discretion,
the Borrower's request for a Loan hereunder; and

     

     

    
      	
               
      

            	
              (c)

            	
              in
      the event of a request for supplemental information by the Agent pursuant
      to paragraph (b)(i) of Clause 5.1, the Agent shall thereafter advise the
      Borrower in accordance with paragraph (b)(ii) of Clause 5.1 or
      paragraph (b)(iii) not later than five (5) Business Days following receipt
      of the requested information.

            


    

     

    The
Agent's failure to respond to the Borrower's request shall be deemed to be a
denial of the Borrower's request for a Loan, unless otherwise agreed to between
the Borrower and the Agent in writing. Nothing in this Clause 5.1 or
elsewhere in this Agreement shall, or be deemed to prohibit the Agent from
determining in its sole but good faith discretion the adequacy, completeness and
appropriateness of or from disapproving any and all financial and other
underwriting data required to be supplied by the Borrower under this
Agreement.

     

     

    
      	
              5.2

            	
              Final Approval of Proposed
      Eligible Collateral

            


    

     

    In the
event that the Agent notifies the Borrower of the Asset Value for the Proposed
Eligible Collateral and the Borrower desires to obtain a Loan secured by the
Proposed Eligible Collateral the Borrower shall:

     

     

    
      	
               
      

            	
              (a)

            	
              notify
      the Agent of the Advance Rate selected by the Borrower with respect to
      such Loan which for greater certainty shall not cause the Lenders' Net
      Aggregate Exposure and the Lenders' Net Exposure for such Loan to exceed
      80% and 85%, respectively;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              satisfy
      the conditions precedent set forth in Part I and/or II, as applicable, of
      Schedule 2 (Conditions
      Precedent); and

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              provide
      the Agent, for the Agent's review, the following to the extent not
      otherwise included in the Preliminary Due Diligence
    Package:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              Environmental and
      Engineering.  If applicable an environmental report and
      an engineering report, each in form and substance satisfactory to the
      Agent, by an engineer and environmental consultant reasonably acceptable
      to the Agent.

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              Appraisal. If
      applicable an Appraisal.

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              Insurance. With respect
      to Eligible Collateral that is secured on real property, certificates or
      other evidence of insurance demonstrating insurance coverage in respect of
      such real property of types, in amounts, with insurers and otherwise in
      compliance with the terms, provisions and conditions set forth in the
      related Collateral Documents or the finance documents related to such
      Eligible Collateral.  Such certificates or other evidence shall
      indicate that the lead lender on the whole loan in which the Borrower is a
      participant will be named as an additional insured as its interest may
      appear and shall contain a loss payee endorsement in favour of such
      additional insured with respect to the property policies required to be
      maintained under the related Collateral
  Documents.

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              Survey. With respect to
      the Collateral, and to the extent obtained by the Borrower from the
      Collateral Obligor at the origination of the underlying
    loan,

            


    

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	relating
      thereto, a current survey of such real property in a form reasonably
      satisfactory to the Agent.
	 	 	 
	 	 	 
	
                 
      

              	
                (v)

              	
                Security Search
      Reports. Satisfactory reports of any registered security interests,
      tax security, judgment and litigation searches and certificate of title
      reports and updates, as applicable, conducted by a reputable law firm
      reasonably acceptable to the Agent with respect to the Collateral, the
      Borrower and the related Collateral Obligor; such searches to be conducted
      in each location the Agent shall reasonably
  designate.

              


      

    

     

     

    
      	
               
      

            	
              (vi)

            	
              Security Instruments.
      All security instruments and documents granting, to the extent not already
      done so by the Debenture, to the Security Trustee a perfected first
      ranking security interest in the Eligible Collateral (and in or over any
      Interest Rate Protection Agreements held by the Borrower with respect
      thereto) which shall be subject to no additional security interest except
      as expressly permitted by the Agent.  Such security instruments
      and documents shall contain such representations and warranties concerning
      the Eligible Collateral and such other terms as shall be reasonably
      satisfactory to the Agent.

            


    

     

     

    
      	
               
      

            	
              (vii)

            	
              Opinions of Counsel. A
      copy of an opinion to the underlying lender on the Eligible Collateral and
      its successors and assigns from counsel to the Collateral Obligor on the
      underlying loan transaction, as applicable, as to the enforceability of
      the loan documents governing such transaction and such other matters as
      the Agent shall require (including, without limitation, opinions as to due
      formation and incorporation, authority, choice of law and perfection of
      security interests).

            


    

     

     

    
      	
               
      

            	
              (viii)

            	
              Additional Real Property
      Matters. To the extent obtained by the Borrower from the Collateral
      Obligor relating to any item of Eligible Collateral at the origination of
      the underlying loan or equity interest relating thereto, the Borrower
      shall have delivered to the Agent such other real estate related
      certificates and documentation as may have been requested by the Agent
      pursuant to the terms of this Agreement, such as reports or certificates
      on title or other information in connection with the relevant real
      property.

            


    

     

     

    
      	
               
      

            	
              (ix)

            	
              Eligible Collateral. In
      the case of Eligible Collateral which represents a participation interest
      in a Mortgage Loan, in addition to the delivery of the items in paragraphs
      (vi) and (vii) of Clause 5.2, the Agent shall have received all
      documentation specified in paragraphs (i) and (v) of Clause 5.2 as if
      the underlying mortgage loan were the direct Collateral to the extent the
      Borrower possesses such documentation or has access to such documentation
      because it was provided to the related lead lender and made available to
      the Borrower and, in addition, all documents evidencing the Eligible
      Collateral, including, but not limited to, an original participation
      certificate and the related participation
  agreement.

            


    

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (x)

            	
              B Notes, Mezzanine Notes, and
      Preferred Equity Interests. In the case of a B Note, or Mezzanine
      Loan or Preferred Equity Interest, the Agent shall have received all
      documentation specified herein as if the underlying loan were the direct
      item of Collateral and, in addition, all documentation evidencing or
      otherwise relating to such B Note, Mezzanine Loan or Preferred Equity
      Interest, as applicable.

            


    

     

     

    
      	
               
      

            	
              (xi)

            	
              CMBS. In the case of
      CMBS, the Agent shall have received (a) a copy of the applicable servicing
      agreement, trust deed, participation agreement or similar document
      governing the issuance and administration of the CMBS; (b) a copy of any
      new issue asset summary books; (c) copy of the applicable prospectus or
      offering memorandum; (d) to the extent that the CMBS is certificated, an
      original of the relevant certificate duly endorsed in blank to the
      Security Trustee; (e) to the extent that the CMBS is not certificated, all
      documents requested by the Agent to confirm that the CMBS is being held in
      an appropriate security account or such other evidence of confirmation of
      the sale to the Agent as the Agent shall require; and (f) a copy of
      any other agreement or instrument evidencing or otherwise governing the
      CMBS.

            


    

     

     

    
      	
               
      

            	
              (xii)

            	
              Other Documents. The
      Agent shall have received such other documents as the Agent or its counsel
      shall request with respect to each or any item of Eligible
      Collateral.

            


    

     

     

    
      	
              5.3

            	
              Collateral Approval or
      Disapproval

            


    

     

    Following
the date upon which the Borrower satisfied the conditions set out in
Clause 5.2 (Final Approval of Proposed Eligible
Collateral), or has delivered such items or documents fully executed, if
applicable, in final form, the Agent shall either:

     

     

    
      	
               
      

            	
              (a)

            	
              if
      the Collateral Documents with respect to the Collateral or the security
      interest to be granted over such Collateral in favour of the Security
      Trustee are not reasonably satisfactory in form and substance to the
      Agent, notify the Borrower that the Lender has not approved the Proposed
      Eligible Collateral; or

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              notify
      the Borrower and the Custodian that the Agent has approved the Proposed
      Eligible Collateral as Eligible Collateral and such notice shall identify
      the documents to be delivered to the Custodian in connection with such
      Eligible Collateral pursuant to Clause 5.2 (Final Approval of Proposed
      Eligible Collateral) and Part II and Part III of
      Schedule 2 (Conditions Precedent)
      and the party whom the Agent shall designate to record or register and/or
      file, as the case may be, any security interest or any document or
      agreement evidencing such security interest necessary to perfect the
      Security Trustee's security interest in the Eligible
      Collateral.

            


    

     

    The terms
of delivery and filing and/or recordation or registration of such security
interest shall if the Agent and the Security Trustee deem it necessary to do so
be set forth in a separate agreement between the Agent, the Security Trustee and
their designee.  The Agent's failure to respond to the Borrower within
two (2) Business Days shall be deemed to be a denial of the

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    Borrower’s
request that the Agent approve the Proposed Eligible Collateral, unless the
Agent and the Borrower have agreed otherwise in writing.

     

     

    
      	
              5.4

            	
              Procedure for Loan with Respect
      to Eligible Collateral

            


    

     

    Once the
Agent has approved the Eligible Collateral in accordance with Clause 5.3
(Collateral Approval or
Disapproval) above the Borrower may request a Loan hereunder, on any
Business Day during the period from and including the Effective Date to and
including the day falling fifteen (15) Business Days prior to the Termination
Date, by delivering to the Agent, with a copy to the Security Trustee, a Request
for Borrowing, which request must be received by the Agent prior to 2:00 p.m.,
London time, one (1) Business Day prior to the requested Funding Date provided that if the Borrower
requests a Loan to be made in Yen, then the Borrower shall deliver the Request
for Borrowing no later than two (2) Business Days prior to the requested Funding
Date.

     

     

    
      	
              5.5

            	
              Completion of Request for
      Borrowing

            


    

     

    The
Request for Borrowing shall:

     

     

    
      	
               
      

            	
              (a)

            	
              attach
      a schedule identifying the Eligible Collateral that the Borrower proposes
      to grant by way of security to the Security Trustee and to be included in
      the Borrowing Base;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              specify
      the Funding Date;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              specify
      the Advance Rate selected by the Borrower, which in no event shall cause:
      (i) the Lenders' Net Aggregate Exposure to exceed 80%; and (ii) the
      Lenders' Net Exposure for such Loan to exceed
  85%;

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              specify
      the Applicable Margin;

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              specify
      the account into which the aggregate amount of the Loan will be
      transferred;

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              specify
      the currency and amount of the Loan in order to comply with Clause 6
      (Optional
      Currencies); and

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              attach
      a certificate signed by a Responsible Officer of the Borrower certifying
      as to the truth, accuracy and completeness of the above, which certificate
      shall specifically include a statement that the Borrower is in compliance
      with any requirements of any Governmental Authority and is qualified to do
      business in all required
jurisdictions.

            


    

     

    Contemporaneously
with the delivery of Request for Borrowing the Borrower shall deliver to the
Agent, with a copy to the Custodian, a Custodial Identification Certificate
along with the accompanying Collateral Schedule with respect to all proposed
Eligible Collateral.  In the event the Borrower revokes the Request
for Borrowing delivered to the Agent, the Borrower shall be liable to pay, no
later than one (1) Business Day after written request from the Agent, and hereby
agrees to indemnify and hold the Agent and the Lenders harmless from and
against, all losses, costs and expenses incurred by the Agent or the Lenders in
connection with the revocation of such Request for Borrowing.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    
      	
              5.6

            	
              Delivery of Collateral Files
      and Finance Documents.

            


    

     

    In
connection with the approval of the Eligible Collateral and the delivery of a
Request for Borrowing the Borrower shall comply with the following
requirements,

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall deliver the Collateral Files in the following
      manner:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of Eligible Collateral that is not Table Funded Eligible
      Collateral, the Borrower shall deliver to the Custodian no later than 3:00
      p.m., London time, two (2) Business Days prior to the Funding Date all
      fully executed original or copy documents and instruments required by the
      Agent to comprise the Collateral File;
and

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of Table Funded Eligible Collateral, the Borrower shall deliver
      to the Custodian no later than three (3) Business Days after the Funding
      Date all fully executed original or copy documents and instruments
      required by the Agent to comprise the Collateral
  File.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              No
      later than 5:00 p.m., London time, one (1) Business Day prior to each
      Funding Date, the Borrower shall provide the Custodian with a final
      Custodial Identification Certificate and related Collateral Schedule with
      respect to the Eligible Collateral, indicating any changes, if any, from
      the Custodial Identification Certificate and related Collateral Schedule
      heretofore delivered to the Agent and the Custodian pursuant to
      Clause 5.5 (Completion of Request for
      Borrowing) above.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              If
      the Borrower shall deliver the Request for a Borrowing pursuant to Clause
      5.4 (Procedure for Loan
      with respect to Eligible Collateral) and all
      conditions precedent set forth in Clauses 5.1 (Preliminary Approval of
      Eligible Collateral), 5.2 (Final Approval of Proposed
      Eligible Collateral), 5.3 (Collateral Approval or
      Disapproval), 5.4 (Procedure for Loan with
      respect to Eligible Collateral) and Parts I and II of Schedule 2
      (Conditions
      Precedent) have been met, and provided no Default or Event of
      Default shall have occurred and be continuing, the Agent shall advise the
      Lender(s) and the Lender(s) shall make a Loan to the Borrower on the
      Funding Date, in the amount so requested and approved by the
      Agent.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Subject
      to the satisfaction of the conditions set out in this Clause 5 and to
      the provisions of Schedule 2 Parts I and II, a Loan will be made available
      to the Borrower on the Funding Date by no later then 3:00 p.m., London
      time, on such date, and the funds comprised in such Loan will then be made
      available to the Borrower by the Lender transferring, via wire transfer,
      to the relevant account identified by the Borrower in the related Request
      for Borrowing in the aggregate amount of such Loan in funds immediately
      available to the Borrower.  The Agent may consider on a
      case-by-case basis in its sole and absolute discretion, alternative
      funding arrangements requested by the
Borrower.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              From
      time to time, the Borrower shall forward to the Custodian additional
      original documents or additional documents evidencing any: (i) assumption,
      modification, consolidation or extension of a Collateral Loan Document
      comprising a portion of the Collateral; or (ii) any amendment to the
      operative documents with respect to
Other

            


    

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	Approved
      Collateral, in each case approved by the Agent in accordance with the
      terms of this Agreement and upon receipt of any such other documents, the
      Custodian shall hold such other documents as the Agent shall request from
      time to time.
	 	 	 
	 	 	 
	
                 
      

              	
                (f)

              	
                With
      respect to any documents which have been delivered or are being delivered
      to recording or registration offices for recording or registration and
      have not been returned to the Borrower in time to permit their delivery
      hereunder at the time required, in lieu of delivering such original
      documents, the Borrower shall deliver to the Custodian a true copy thereof
      with a certificate of a Responsible Officer of the Borrower certifying
      that such copy is a true, correct and complete copy of the original, which
      has been transmitted for recordation.  The Borrower shall
      deliver such original documents to the Custodian promptly when they are
      received.

              


      

    

     

     

    
      	
               
      

            	
              (g)

            	
              Notwithstanding
      anything in this Agreement to the contrary, if the Borrower proposes that
      Other Approved Collateral should serve as the Collateral for a Loan, then
      the procedure for the approval of such Other Approved Collateral, shall
      follow, mutatis
      mutandis, the procedures described in Clauses 5.1 (Preliminary Approval of
      Eligible Collateral), 5.2 (Final Approval of Proposed
      Eligible Collateral), 5.3 (Collateral Approval or
      Disapproval), paragraphs (a) - (d), (f) and (g) of this
      Clause 5.6 and such other procedures including those set out in
      Schedule 2 Part III as the Agent shall in its sole discretion
      require.

            


    

     

     

    
      	
              5.7

            	
              Lenders'
      participation

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              If
      the conditions set out in this Agreement have been met, each Lender shall
      make its participation in each Loan available by the Funding Date through
      its Facility Office.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      amount of each Lender's participation in each Loan will be equal to the
      proportion borne by its Available Credit to the Total Maximum Credit
      immediately prior to making the
Loan.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent shall determine the Base Currency Amount of each Loan which is to be
      made in an Optional Currency and shall notify each Lender of the amount,
      currency and the Base Currency Amount of each Loan and the amount of its
      participation in that Loan, in each case on or about 11:00 am London
      time.

            


    

     

     

    
      	
              6.

            	
              OPTIONAL
      CURRENCIES

            


    

     

     

    
      	
              6.1

            	
              Selection of
      currency

            


    

     

    The
Borrower shall select the currency and amount of a loan in a Request for
Borrowing.

     

     

    
      	
              6.2

            	
              Currency and
      amount

            


    

     

    The
currency specified in a Request for Borrowing shall be any Optional Currency but
not dollars.

     

     

    
      	
              6.3

            	
              Unavailability of a
      currency

            


    

     

    If on the
Funding Date:

     

     

    
      	
               
      

            	
              (a)

            	
              a
      Lender notifies the Agent that the Optional Currency requested is not
      readily available to it in the amount required;
  or

            


    

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (b)

            	
              a
      Lender notifies the Agent that compliance with its obligation to
      participate in a Loan in the proposed Optional Currency would contravene a
      law or regulation applicable to
it,

            


    

     

    the Agent
will give notice to the Borrower to that effect on the Funding
Date.  In this event, any Lender that gives notice pursuant to this
Clause 6.3 will be required to participate in the Loan in the Base
Currency, Yen, sterling or euros as the relevant Lender may select in an amount
equal to that Lender's proportionate amount of the proposed Loan converted to
the selected currency at the Agent's Spot Rate of Exchange for the purchase of
the requested optional currency at or around 11:00 am (London time) on the
relevant Funding Date.  Such Lender's participation will be treated as
a separate Loan denominated in the Base Currency, Yen, sterling or euros as the
Lender may indicate during the relevant Interest Period.

     

     

    
      	
              6.4

            	
              Participation in a
      Loan

            


    

     

    Each
Lender's participation in a Loan will be determined in accordance with paragraph
(b) of Clause 5.7 (Lenders'
participation).

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    SECTION
4

    REPAYMENT,
PRE-PAYMENT AND CANCELLATION,

    MANDATORY
REPAYMENT OR PLEDGE

     

     

    
      	
              7.

            	
              REPAYMENT

            


    

     

    The
Borrower shall repay the aggregate outstanding principal amount of the Loans and
all accrued and unpaid interest thereon on the Termination Date.

     

     

    
      	
              8.

            	
              REPAYMENT,
      PRE-PAYMENT AND CANCELLATION

            


    

     

     

    
      	
              8.1

            	
              Illegality

            


    

     

    If, at
any time, it is or will become unlawful in any applicable jurisdiction for a
Lender to perform any of its obligations as contemplated by this Agreement or to
fund or maintain its participation in any Loan:

     

     

    
      	
               
      

            	
              (a)

            	
              the
      Lender shall promptly notify the Agent upon becoming aware of that
      event;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              upon
      the Agent notifying the Borrower, the relevant Loan of that Lender will be
      immediately cancelled; and

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              the
      Borrower shall repay that Lender's participation in the relevant Loan made
      to the Borrower on the date specified by the Lender in the notice
      delivered to the Agent (being no earlier than the last day of any
      applicable grace period permitted by
law).

            


    

     

     

    
      	
              8.2

            	
              Voluntary pre-payment of
      Loans

            


    

     

    The
Borrower may, if it gives the Agent not less than two (2) Business Days' (or
such shorter period as the Majority Lenders may agree) prior notice, prepay the
whole or any part of a Loan (but, if in part, being an amount that reduces the
Base Currency Amount of such Loan by a minimum amount of $100,000), provided that any such
pre-payment shall be accompanied by an amount representing any accrued but
unpaid amounts due under the Finance Documents, and the Exit Fee, if
applicable.

     

     

    
      	
              8.3

            	
              Mandatory Pre-Payment or granting of further
      security to the Security
Trustee

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Pre-Payment or granting of
      further security on Borrowing Base
  Deficiency

            


    

     

    The Agent
may determine and re-determine the Borrowing Base on any Business Day and on as
many Business Days as it may elect.  If at any time the Base Currency
amount of the aggregate outstanding principal amount of the Loans exceeds the
Borrowing Base (a "Borrowing
Base Deficiency"), as determined by the Agent and notified to the
Borrower on any Business Day, the Borrower shall, not later than one (1)
Business Day after receipt of such notice, either prepay the Loans in part or in
whole or grant to the Security Trustee by way of security for the Secured
Obligations such additional Eligible Collateral (which Eligible Collateral shall
be in all respects acceptable to the Agent in accordance with the provisions of
this Agreement) such that after giving effect to such pre-payment or the
granting of such security that the aggregate outstanding principal amount of the
Loans will not exceed the Borrowing Base.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Pre-payment on event of default
      relating to the Collateral

            


    

     

    If at any
time under any Collateral Document evidencing Collateral: (i) there is an "Event of Default" (as defined
in the applicable documents in the Collateral File), or event with which the
giving of notice or lapse of time or both would become an "Event of Default" (as defined
in the applicable documents in the Collateral File); or (ii) any representation
or warranty made by or on behalf of the relevant Collateral Obligor becomes
false or misleading in any material respect; or (iii) the relevant Collateral
Obligor or person fails to perform or observe any material covenant or other
obligation, the Agent may, in its sole discretion and without regard to any
determination of the Asset Value of such Collateral, notify the Borrower of such
occurrence and may require that the Asset-Specific Loan Balance related to the
relevant Collateral be prepaid, in whole or in part, in the determination of the
Lender; provided, however, the Borrower may reallocate the Asset-Specific Loan
Balance relating to the relevant Collateral to other Collateral securing the
Loans (if applicable) to the extent consistent with the terms of this Agreement,
and the Borrower shall only be required to prepay that portion of such
Asset-Specific Loan Balance to the extent such reallocation would cause a
Borrowing Base Deficiency.  Not later than one (1) Business Day after
the receipt of such notice, the Borrower shall prepay such portion of the
Asset-Specific Loan Balance related to such Collateral as shall have been
required by the Agent.  The Agent may, in its sole discretion,
determine and re-determine the amount to be prepaid irrespective of whether or
not any statement of fact contained in any officer’s certificate delivered
pursuant to paragraph (g) of Clause 5.5 (Completion of Request for
Borrowing) or any representation or warranty of the Borrower set forth in
Clause 17.6 (True and
Complete Disclosure) was true to the Borrower’s actual
knowledge.

     

     

    
      	
               
      

            	
              (c)

            	
              Pre-payment,
      Amortisation

            


    

     

    The
Borrower shall:

     

    
      	
               
      

            	
              (i)

            	
              utilise
      all Principal Receipts and, following the payment of interest as required
      by this Agreement, Revenue Receipts in pre-paying the Loans but in any
      event shall strictly comply with the provisions of Clause 19.19
      (Remittance of
      Pre-payments); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              repay
      an amount equal to $15,000,000 (other than from Revenue Receipts or
      Principal Receipts) to be received by the Agent for value prior to 17
      August 2009.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Re-payment,
      General

            


    

     

    With
respect to any item of Collateral, the Borrower shall pre-pay to the Agent an
amount equal to the amount of casualty or condemnation proceeds (if any) paid
to, or for the benefit of, the Borrower or any Collateral Obligor in respect of
such item of Collateral that is destroyed to the extent that the Borrower is not
required under the underlying collateral documents with the Collateral Obligor
to reserve, escrow, re-advance or apply such proceeds for the benefit of such
Collateral Obligor or the underlying collateral.  So long as no
Default or Event of Default has occurred and is then continuing, such amounts
paid to the Agent shall be applied in reduction of the

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    Asset-Specific
Loan Balance relating to such item of Collateral.  Each voluntary
pre-payment received during the continuation of any Default or Event of Default
hereunder shall be applied in accordance with provisions contained in Clause 15
of the Debenture.

     

     

    
      	
              8.4

            	
              Right of repayment and
      cancellation in relation to a single
  Lender

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              If:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      sum payable to any Lender by the Borrower is required to be increased
      under paragraph (c) of Clause 12.2 (Tax
      gross-up);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Lender claims indemnification from the Borrower under Clause 12.3
      (Tax indemnity)
      or Clause 13.1 (Increased costs);
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of
      Schedule 4 (Mandatory
      Cost formulae),

            


    

     

    the
Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the
circumstance giving rise to the requirement or indemnification continues or, (in
the case of paragraph (iii) above) that Additional Cost Rate is greater than
zero, give the Agent notice of cancellation of a Loan of that Lender and its
intention to procure the repayment of that Lender's participation in the
Loans.

     

     

    
      	
               
      

            	
              (b)

            	
              On
      receipt of a notice referred to in paragraph (a) above, the Loan of that
      Lender shall immediately be reduced to
zero.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              Promptly
      after the Borrower has given notice under paragraph (a), the Borrower
      shall repay that Lender's participation in that
  Loan.

            


    

     

     

    
      	
              8.5

            	
              Restrictions

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Any
      notice of cancellation or pre-payment given by any Party under this
      Clause 8 shall be irrevocable and, unless a contrary indication
      appears in this Agreement, shall specify the date or dates upon which the
      relevant cancellation or pre-payment is to be made and the amount of that
      cancellation or pre-payment.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Any
      pre-payment under this Agreement shall be made together with accrued
      interest on the amount prepaid and, subject to any Funding Costs (except
      in the case of a pre-payment under paragraphs (b) and (d) of
      Clause 8.3 and paragraph (b) of Clause 10.2 in respect of which
      the applicable Funding Costs shall be waived), without premium or penalty,
      except for all amounts due under Clause 11 (Fees)
      hereof.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              No
      part of the Facility which is repaid or prepaid may be
      re-borrowed.

            


    

     

     

    
      	
               
      

            	
              (d)

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

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              No
      amount of the Total Maximum Credit cancelled under this Agreement may be
      subsequently reinstated.

            


    

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

            	
              So
      long as no Default or Event of Default has occurred and is then
      continuing, each voluntary pre-payment shall be applied to reduce any
      Asset Specific Loan Balance as designated by the Borrower to the Agent in
      writing.

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              Each
      voluntary pre-payment received during the continuation of any Default or
      Event of Default hereunder shall be applied in such manner as the Security
      Trustee shall determine in its sole and absolute discretion subject always
      to the provisions contained in Clause 15 of the
  Debenture.

            


    

     

     

    
      	
              8.6

            	
              Release of Security
      Interest

            


    

     

    Upon the
termination of this Agreement and the repayment by the Borrower or the Guarantor
to Lender of all Loans and the performance of all of the Obligors' other
obligations under the Finance Documents and related documents in accordance with
the Debenture and the discharge in full of all of the other Secured Obligations
the Security Trustee shall release its security interest in any remaining
Collateral.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    SECTION
5

    COSTS
OF LOAN

     

     

    
      	
              9.

            	
              INTEREST

            


    

     

     

    
      	
              9.1

            	
              Calculation of
      Interest

            


    

     

    The Agent
shall calculate the rate of interest on each Loan for each Interest Period which
will be the percentage rate per annum which is the aggregate of:

     

     

    
      	
               
      

            	
              (a)

            	
              the
      Applicable Margin;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              LIBOR
      or, in relation to any Loan in euro, EURIBOR,
  plus;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              Mandatory
      Costs, if any.

            


    

     

     

    
      	
              9.2

            	
              Payment of
      Interest

            


    

     

    On each
relevant Interest Payment Date the Borrower shall pay all accrued and unpaid
interest on each Loan in respect of the preceding Interest Period.

     

     

    
      	
              9.3

            	
              Default
      Interest

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              If
      an Obligor fails to pay any amount payable by it under a Finance Document
      on its due date, interest shall accrue on the overdue amount from the due
      date up to the date of actual payment (both before and after judgment) at
      a rate which, subject to paragraph (b) below, is two per cent higher than
      the rate which would have been payable if the overdue amount had, during
      the period of non-payment, constituted a Loan in the currency of the
      overdue amount for successive Interest Periods, each of a duration
      selected by the Agent (acting reasonably) (the "Post Default Rate of
      Interest").  Any interest accruing under this Clause 9.3
      shall be immediately payable by the Obligor on demand by the
      Agent.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Default
      interest (if unpaid) arising on an overdue amount will be compounded with
      the overdue amount at the end of each Interest Period applicable to that
      overdue amount but will remain immediately due and
  payable.

            


    

     

     

    
      	
              9.4

            	
              Notification of rates of
      interest

            


    

     

    The Agent
shall at the request of a Lender or the Borrower notify the requesting party of
the determination of the rate of interest applicable to any Interest Period
under this Agreement.

     

     

    
      	
              9.5

            	
              Non-Business
      Days

            


    

     

    If an
Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not).

     

     

    
      	
              10.

            	
              CHANGES
      TO THE CALCULATION OF INTEREST

            


    

     

     

    
      	
              10.1

            	
              Absence of
      quotations

            


    

     

    Subject
to Clause 10.2 (Market
disruption), if LIBOR, or if applicable, EURIBOR is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a
quotation on or about 11:00 am London time on the Quotation Day, LIBOR, or if
applicable,

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    EURIBOR
shall be determined on the basis of the quotations of the remaining Reference
Banks.

     

     

    
      	
              10.2

            	
              Market
      disruption

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              If
      a Market Disruption Event occurs in relation to a Loan then the Borrower
      shall be notified promptly thereof by the Agent and the rate of interest
      shall be the sum of:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              the
      Applicable Margin;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              the
      rate notified to the Agent by each Lender of such Loan as soon as
      practizcable and in any event before interest is due to be paid in respect
      of the correct Interest Period in respect of such Loan, to be that which
      expresses as a percentage rate per annum the cost to that Lender of
      funding its participation in that Loan from whatever source it may
      reasonably select; and

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              the
      Mandatory Cost, if any, applicable to that Lender's participation in a
      Loan.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Promptly
      after determination of the rate of interest in relation to a Loan in
      accordance with paragraph (a) of Clause 10.2, the Agent shall notify the
      Borrower of such rate of interest whereupon the Borrower shall either: (i)
      proceed with the Loan at the rate of interest provided for in this
      Agreement; (ii) prepay the Loan in relation to which the rate of interest
      in paragraph (a) of Clause 10.2 was determined; or (iii) revoke the
      Request for Borrowing in relation of which the rate of interest was
      determined in paragraph (a) of Clause
10.2.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              In
      this Agreement "Market
      Disruption Event" means:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              at
      11:00 am, London time on the Quotation Day for the relevant Interest
      Period the Screen Rate is not available and none or only one of the
      Reference Banks supplies a rate to the Agent to determine LIBOR, or if
      applicable, EURIBOR for the relevant Interest Period;
  or

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              the
      Lender determines in its discretion that before close of business in
      London on the Quotation Day for calculating interest the Agent receives
      notifications from a Lender that the cost to it of obtaining matching
      deposits in the Relevant Interbank Market would be in excess of LIBOR, or
      if applicable, EURIBOR.

            


    

     

     

    
      	
              10.3

            	
              Alternative
      basis of interest or funding

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              If
      a Market Disruption Event occurs and the Agent or the Borrower so
      requires, the Agent and the Borrower shall enter into negotiations (for a
      period of not more than thirty (30) days) with a view to agreeing to a
      substitute basis for determining the rate of
  interest.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Any
      alternative basis agreed pursuant to paragraph (a) above shall, with the
      prior consent of the Agent and the Borrower, be binding on all
      Parties.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              During
      the period of negotiations set forth in paragraph (a) above the rate of
      interest shall be either:

            


    

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              the
      rate of interest on such Loan during the last Interest Period preceding
      the Market Disruption Event; or

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              if
      no interest rate existed in respect of such Loan prior to the Market
      Disruption Event then the rate of interest calculated in accordance with
      Clause 10.1 above.

            


    

     

     

    
      	
               
      

            	
            	
              Following
      the determination of the rate of interest in accordance with paragraph (a)
      above such rate of interest shall be deemed to be the rate of interest in
      respect of such Interest Period, replacing the default rate of interest
      stipulated under this paragraph (c) and the amount paid, or overpaid, by
      the Borrower to the Agent in respect of the difference between the two
      such interest rates, if any, shall forthwith be paid to the Agent or
      Borrower as the case may be.

            


    

     

     

    
      	
              11.

            	
              FEES

            


    

     

     

    
      	
              11.1

            	
              Commitment
      Fee

            


    

     

    No
Commitment Fee shall be payable by the Borrower hereunder.

     

     

    
      	
              11.2

            	
              Exit
      Fee

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Notwithstanding
      anything else herein the Borrower shall pay to the Agent an exit fee (the
      "Exit Fee") in the
      Base Currency in respect of any Collateral released with respect to a Loan
      being repaid or pre-paid pursuant to paragraph (a) of Clause 8.2
      (Voluntary pre-payment
      of Loans) in an amount equal to 0.20 per cent. of the Collateral
      Value applicable to such Collateral (the "Exit Fee Related
      Collateral").  The Exit Fee contemplated by this Clause
      11.2 shall be waived by the Agent in connection with any voluntary or
      mandatory pre-payment in whole as a result of a corresponding payment of
      amounts of a principal nature arising from the Exit Fee Related Collateral
      pursuant to the terms of the Collateral Documents related
      thereto.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              In
      circumstances where Exit Fee Related Collateral has been released and the
      Borrower has duly paid to the Agent the Exit Fee required by paragraph (a)
      of this Clause 11.2, the Agent hereby agrees that if a securitisation of
      the Exit Fee Related Collateral whose refinancing or proposed refinancing
      has given rise to the relevant prepayment or re-payment of such Loan is
      not consummated within six (6) calendar months following the date of the
      relevant repayment or pre-payment then the Agent will refund to the
      Borrower the related Exit Fee on the next succeeding Interest Payment
      Date.

            


    

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    SECTION
6

    ADDITIONAL
PAYMENT OBLIGATIONS

     

     

    
      	
              12.

            	
              TAX
      GROSS UP AND INDEMNITIES

            


    

     

     

    
      	
              12.1

            	
              Definitions

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              In
      this Agreement:

            


    

     

    "Codified Banking Directive"
means EU Council Directive 2000/12/EC of 20 March 2000.

     

    "Irish Taxes Act" means the
Taxes Consolidation Act, 1997 of the Republic of Ireland, as
amended.

     

    "Protected Party" means a
Finance Party, which is or will be subject to any liability, or required to make
any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or
receivable) under a Finance Document.

     

    "Qualifying Lender" means any
of the following persons:

     

    
      	
               
      

            	
              (a)

            	
              the
      holder of a licence for the time being in force granted under section 9 of
      the Irish Central Bank Act 1971 or an authorised credit institution under
      the terms of EU Council Directive 2000/12/EC of 20 March 2000 which has
      duly established a branch in the Republic of Ireland or has made all
      necessary notifications to its home state competent authorities required
      thereunder in relation to its intention to carry on banking business in
      the Republic of Ireland provided in each case it is carrying on a bona
      fide banking business in the Republic of Ireland and its Facility Office
      is located in the Republic of Ireland;
or

            


    

     

    
      	
            	
              (b)

            	
               

               

            


    

    
      	
               
      

            	
              (i)

            	
              a
      person that is resident for the purposes of tax in a member state of the
      European Communities (other than the Republic of Ireland) or in a
      territory with which the Republic of Ireland has concluded a double
      taxation treaty that is in effect (residence for these purposes to be
      determined in accordance with the laws of the territory of which the
      lender claims to be resident); or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      U.S. corporation, provided the U.S. corporation is incorporated in the
      U.S. and subject to tax in the U.S. on its worldwide income;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      U.S. LLC, provided the ultimate recipients of the interest are resident in
      and under the laws of a country with which the Republic of Ireland has a
      double taxation treaty or registered in and under the laws of a member
      state of the European Communities (other than the Republic of Ireland) and
      the business conducted through the LLC is so structured for market reasons
      and not for tax avoidance purposes;

            


    

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    provided
in each case at (i), (ii) or (iii) the Lender is not carrying on a trade or
business in the Republic of Ireland through an agency or branch with which the
interest paid on the Facility is connected; or

     

    
      	
               
      

            	
              (c)

            	
              a
      Treaty Lender; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              a
      body corporate which is resident in the Republic of Ireland for the
      purposes of Irish tax or which carries on a trade in the Republic of
      Ireland through a branch or agency:

            


    

     

    
      	
               
      

            	
              (i)

            	
              which
      advances money under the Facility in the ordinary course of a trade which
      includes the lending of money; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      whose hands any interest payable in respect of the Facility is taken into
      account in computing the trading income of the company;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              which
      has complied with all of the provisions of Section 246(5)(a) of the Irish
      Taxes Act, including making the appropriate notifications thereunder to
      the Irish Revenue Commissioners and to the relevant Obligor and has not
      ceased to be a company to which Section 246(5)(a) applies;
    or

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      qualifying company within the meaning of Section 110 of the Irish Taxes
      Act.

            


    

     

    "Tax Credit" means a credit
against, relief or remission for, or repayment of any Tax.

     

    "Tax Deduction" means a
deduction or withholding for or on account of Tax from a payment under a Finance
Document.

     

    "Tax Payment" means either the
increase in a payment made by an Obligor to a Finance Party under
Clause 12.2 (Tax
gross-up) or a payment under Clause 12.3 (Tax indemnity).

     

    "Treaty Lender" means a Lender
which:

     

    (i)            is
treated as a resident of a Treaty State for the purposes of a
Treaty;

     

    
      	
               
      

            	
              (ii)

            	
              does
      not carry on a business in the Republic of Ireland through a permanent
      establishment with which the Lender's commitment under the Facility is
      effectively connected; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              has
      completed any procedural formalities reasonably available to it to enable
      the relevant payment to be made without a Tax
  deduction.

            


    

     

    "Treaty State" means a
jurisdiction having a double taxation agreement (a "Treaty") with the Republic of
Ireland which makes provision for full exemption from tax imposed by the
Republic of Ireland on interest.

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Unless
      a contrary indication appears, in this Clause 12 a reference to
      "determines" or
      "determined" means
      a reasonable determination made in the good faith discretion of the person
      making the determination.

            


    

     

     

    
      	
              12.2

            	
              Tax
      gross-up

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall make all payments to be made by it without any Tax
      Deduction, unless a Tax Deduction is required by
  law.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower shall promptly upon becoming aware that an Obligor must make a
      Tax Deduction (or that there is any change in the rate or the basis of a
      Tax Deduction) notify the Agent accordingly.  Similarly, a
      Lender shall notify the Agent on becoming so aware in respect of a payment
      payable to that Lender.  If the Agent receives such notification
      from a Lender it shall notify each
Obligor.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              If
      a Tax Deduction is required by law to be made by an Obligor, the amount of
      the payment due from that Obligor shall be increased to an amount which
      (after making any Tax Deduction) leaves an amount equal to the payment
      which would have been due if no Tax Deduction had been
      required.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              An
      Obligor is not required to make an increased payment to a Lender under
      paragraph (c) above for a Tax Deduction in respect of tax imposed by the
      Republic of Ireland from a payment of interest on a Loan, if on the date
      on which the payment falls due the payment could have been made to the
      relevant Lender without a Tax Deduction if it was a Qualifying Lender, but
      on that date that Lender is not or has ceased to be a Qualifying Lender
      other than as a result of any change after the date it became a Lender
      under this Agreement in (or in the interpretation, administration, or
      application of) any law or Treaty, or any published practice or concession
      of any relevant taxing authority;

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              If
      an Obligor is required to make a Tax Deduction, that Obligor shall make
      that Tax Deduction and any payment required in connection with that Tax
      Deduction within the time allowed and in the minimum amount required by
      law.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              Within
      thirty (30) days of making either a Tax Deduction or any payment required
      in connection with that Tax Deduction, the Obligor making that Tax
      Deduction shall deliver to the Agent for the Finance Party entitled to the
      payment evidence reasonably satisfactory to that Finance Party that the
      Tax Deduction has been made or (as applicable) any appropriate payment
      paid to the relevant taxing
authority.

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              A
      Treaty Lender and each Obligor which makes a payment to which that Treaty
      Lender is entitled shall complete all procedural formalities necessary for
      that Obligor to obtain authorisation to make that payment without a Tax
      Deduction.

            


    

     

     

    
      	
               
      

            	
              (h)

            	
              The
      Initial Lender represents to the Borrower that, on the Effective Date, it
      is a Qualifying Lender within the meaning of paragraph (b)(ii) of the
      definition of Qualifying Lender.

            


    

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              The
      Lender shall promptly notify the Borrower and the Agent in the event that
      it ceases to be a Qualifying
Lender.

            


    

     

     

    
      	
              12.3

            	
              Tax
      indemnity

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall (within three (3) Business Days of demand by the Agent) pay
      to a Protected Party an amount equal to the loss, liability or cost which
      that Protected Party determines will be or has been (directly or
      indirectly) suffered for or on account of Tax by that Protected Party in
      respect of a Finance Document.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Paragraph
      (a) above shall not apply:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              with
      respect to any Tax assessed on a Finance
Party:

            


    

     

     

    
      	
               
      

            	
              (A)

            	
              under
      the law of the jurisdiction in which that Finance Party is incorporated
      or, if different, the jurisdiction (or jurisdictions) in which that
      Finance Party is treated as resident for tax purposes;
  or

            


    

     

     

    
      	
               
      

            	
              (B)

            	
              under
      the law of the jurisdiction in which that Finance Party's Facility Office
      is located in respect of amounts received or receivable in that
      jurisdiction,

            


    

     

    if that
Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that Finance
Party; or

     

     

    
      	
               
      

            	
              (ii)

            	
              to
      the extent a loss, liability or
cost:

            


    

     

     

    
      	
               
      

            	
              (A)

            	
              is
      compensated for by an increased payment under Clause 12.2 (Tax gross-up);
      or

            


    

     

     

    
      	
               
      

            	
              (B)

            	
              would
      have been compensated for by an increased payment under Clause 12.2
      (Tax gross-up)
      but was not so compensated solely because the exclusion in paragraph (d)
      of Clause 12.2 (Tax
      gross-up) applied.

            


    

     

     

    
      	
               
      

            	
              (c)

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

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              A
      Protected Party shall, on receiving a payment from an Obligor under this
      Clause 12.3, notify the Agent.

            


    

     

     

    
      	
              12.4

            	
              Tax
      Credit

            


    

     

    If an
Obligor makes a Tax Payment and the relevant Finance Party determines
that:

     

     

    
      	
               
      

            	
              (a)

            	
              a
      Tax Credit is attributable either to an increased payment of which that
      Tax Payment forms part, or to that Tax Payment;
  and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              that
      Finance Party has obtained, utilised and retained that Tax Credit, the
      Finance Party shall pay an amount to the Obligor which that Finance Party
      determines will leave it (after that payment) in the same after-Tax
      position as it would have been in had the Tax Payment not been required to
      be made by the Obligor.

            


    

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    
      	
              12.5

            	
              Stamp
      taxes

            


    

     

    The
Borrower shall pay and, within three (3) Business Days of demand, indemnify each
Finance Party against any cost, loss or liability that Finance Party incurs in
relation to all stamp duty, registration and other similar Taxes payable in
respect of any Finance Document, except for any such Taxes payable in connection
with any transfer or assignment by any Lender of the rights, benefits or
obligations under this Agreement (including, without limitation the entry into
of a Transfer Certificate).

     

     

    
      	
              12.6

            	
              Value
      added tax

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              All
      amounts set out, or expressed to be payable under a Finance Document by
      any Party to a Finance Party which (in whole or in part) constitute the
      consideration for VAT purposes shall be deemed to be exclusive of any VAT
      which is chargeable on such supply, and accordingly, subject to paragraph
      (c) below, if VAT is chargeable on any supply made by any Finance Party to
      any Party under a Finance Document and payable to the Finance Party, that
      Party shall pay to the Finance Party (in addition to and at the same time
      as paying the consideration) an amount equal to the amount of the VAT (and
      such Finance Party shall promptly provide an appropriate VAT invoice to
      such Party).

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              If
      VAT is chargeable on any supply made by any Finance Party (the "Supplier") to any other
      Finance Party (the "Recipient") under a
      Finance Document, and any Party (the "Relevant Party") is
      required by the terms of any Finance Document to pay an amount equal to
      the consideration for such supply to the Supplier (rather than being
      required to reimburse the recipient in respect of that consideration),
      such Party shall also pay to the Supplier (in addition to and at the same
      time as paying such amount) an amount equal to the amount of such VAT if
      payable to the Supplier.  The Recipient will promptly pay to the
      Relevant Party an amount equal to any credit or repayment from the
      relevant tax authority which it reasonably determines relates to the VAT
      chargeable on that supply.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              Where
      a Finance Document requires any Party to reimburse a Finance Party for any
      costs or expenses, that Party shall also at the same time pay and
      indemnify the Finance Party against all VAT incurred by the Finance Party
      in respect of the costs or expenses to the extent that the Finance Party
      reasonably determines that neither it nor any other member of any group of
      which it is a member for VAT purposes is entitled to credit or repayment
      from the relevant tax authority in respect of the
  VAT.

            


    

     

     

    
      	
              13.

            	
              INCREASED
      COSTS

            


    

     

     

    
      	
              13.1

            	
              Increased
      costs

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Clause 13.3 (Exceptions) the
      Borrower shall, within five (5) Business Days of a demand by the Agent,
      pay for the account of a Finance Party the amount of any Increased Costs
      incurred by that Finance Party or any of its Affiliates as a result of (i)
      the
      introduction of or any change in (or in the interpretation, administration
      or application of) any law or regulation or (ii) compliance with any law
      or regulation made after the date of this
  Agreement.

            


    

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              In
      this Agreement "Increased
      Costs" means:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              a
      reduction in the rate of return from the Facility or on a Finance Party's
      (or its Affiliate's) overall
capital;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              an
      additional or increased cost; or

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              a
      reduction of any amount due and payable under any Finance
      Document,

            


    

     

    which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its Loan or
funding or performing its obligations under any Finance Document.

     

     

    
      	
              13.2

            	
              Increased
      cost claims

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              A
      Finance Party intending to make a claim pursuant to Clause 13.1
      (Increased costs)
      shall notify the Agent of the event giving rise to the claim, following
      which the Agent shall promptly notify the
  Borrower.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Each
      Finance Party shall, as soon as practicable after a demand by the Agent,
      provide a certificate confirming the amount of its Increased
      Costs.

            


    

     

     

    
      	
              13.3

            	
              Exceptions

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Clause 13.1
      (Increased costs)
      does not apply to the extent any Increased Cost
  is:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              attributable
      to a Tax Deduction required by law to be made by an
    Obligor;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              compensated
      for by Clause 12.3 (Tax indemnity) (or would have
      been compensated for under Clause 12.3 (Tax indemnity) but was
      not so compensated solely because any of the exclusions in paragraph (b)
      of Clause 12.3 (Tax
      indemnity) applied);

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              compensated
      for by the payment of the Mandatory Cost;


            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              attributable
      to the wilful breach by the relevant Finance Party or its Affiliates of
      any law or regulation; or

            


    

     

     

    
      	
               
      

            	
              (v)

            	
              attributable
      to the implementation or application or compliance with the "International
      Convergence of Capital Measurement and Capital Standards, a Revised
      Framework" published by the Basel Committee on Banking Supervision in June
      2004 in the form existing on the date of this Agreement ("Basel II") or any other
      law or regulation which implements Basel II (whether such implication,
      application or compliance is by a government, regulator or Finance
      Party).

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              In
      this Clause 13.3, a reference to a "Tax Deduction" has the
      same meaning given to the term in Clause 12.1 (Definitions).

            


    

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              OTHER
      INDEMNITIES

            


    

     

     

    
      	
              14.1

            	
              Currency
      indemnity

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              If
      any sum due from an Obligor under the Finance Documents (a "Sum"), or any order,
      judgment or award given or made in relation to a Sum, has to be converted
      from the currency (the "First Currency") in
      which that Sum is payable into another currency (the "Second Currency") for
      the purpose of:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              making
      or filing a claim or proof against that
Obligor;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              obtaining
      or enforcing an order, judgment or award in relation to any litigation or
      arbitration proceedings,

            


    

     

    that
Obligor shall as an independent obligation, within three (3) Business Days of
demand, indemnify each Finance Party to whom that Sum is due against any cost,
loss or liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.

     

     

    
      	
               
      

            	
              (b)

            	
              Each
      Obligor waives any right it may have in any jurisdiction to pay any amount
      under the Finance Documents in a currency or currency unit other than that
      in which it is expressed to be
payable.

            


    

     

     

    
      	
              15.

            	
              COSTS
      AND EXPENSES

            


    

     

     

    
      	
              15.1

            	
              Indemnification
      and Expenses

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower agrees to hold each Finance Party and their Affiliates and their
      officers, directors, employees, agents and advisors (each an "Indemnified Party")
      harmless from and indemnify any Indemnified Party against all liabilities,
      losses, damages, judgments, costs and expenses of any kind which may be
      imposed on, incurred by or asserted against such Indemnified Party
      (collectively, the "Costs") relating to or
      arising out of this Agreement, and any other Finance Document or any
      transaction contemplated hereby or thereby, or any amendment, supplement
      or modification of, or any waiver or consent under or in respect of, this
      Agreement, or any other Finance Document or any transaction contemplated
      hereby or thereby, that, in each case, results from anything other than
      any Indemnified Party's gross negligence or wilful
    misconduct.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Without
      limiting the generality of the foregoing in clause 15.1(a) the
      Borrower agrees to hold any Indemnified Party harmless and indemnify such
      Indemnified Party against all Costs with respect to all Collateral
      relating to or arising out of:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              the
      occurrence of a Default;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              a
      failure by an Obligor to pay any amount due under a Finance Document on
      its due date, including without limitation, any cost, loss or ability or
      liability arising as a result of Clause 25 (Sharing among the Finance
      Parties);

            


    

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              funding,
      or making arrangements to fund, its participation in a Loan requested by
      the Borrower in a Request for Borrowing but not made by reason of the
      operation of any one or more of the provisions of this Agreement (other
      than by reason of default or negligence by that Finance Party
      alone);

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              a
      Loan (or part of a Loan) not being prepaid in accordance with a notice of
      pre-payment given by the Borrower;

            


    

     

     

    
      	
               
      

            	
              (v)

            	
              in
      the case of the Agent, (i) investigating any event which it
      reasonably believes is a Default (and a Default then exists),
      (ii) acting or relying on any notice, request or instruction which it
      reasonably believes to be genuine, correct and appropriately authorised;
      and

            


    

     

     

    
      	
               
      

            	
              (vi)

            	
              any
      violation or alleged violation of any environmental law, rule or
      regulation or any consumer credit laws, including without limitation laws
      with respect to unfair or deceptive lending practices, and predatory
      lending practices, that, in each case, results from anything other than
      such Indemnified Party's gross negligence or wilful
      misconduct.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              In
      any suit, proceeding or action brought by an Indemnified Party in
      connection with any Collateral for any sum owing thereunder, or to enforce
      any provisions of any Collateral Document or Finance Document, the
      Borrower will save, indemnify and hold such Indemnified Party harmless
      from and against all expense, loss or damage suffered by reason of any
      defence, set-off, counterclaim, recoupment or reduction or liability
      whatsoever of the account debtor or obligor thereunder, arising out of any
      other agreement, indebtedness or liability at any time owing to or in
      favour of such account debtor or obligor or its successors from the
      Borrower.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              The
      Borrower also agrees to reimburse an Indemnified Party within five (5)
      Business Days of when billed by such Indemnified Party for all such
      Indemnified Party's costs and expenses incurred in connection with the
      enforcement or the preservation of such Indemnified Party's rights under
      this Agreement, any other Finance Document or any transaction contemplated
      hereby or thereby, including without limitation the reasonable fees and
      disbursements of its counsel.

            


    

     

     

    
      	
              15.2

            	
              Costs

            


    

     

    The
Borrower agrees to pay within five (5) Business Days of when billed by the Agent
or a Lender all of the out-of-pocket costs and expenses incurred by the Agent or
such Lender in connection with the development, preparation and execution of,
and any amendment, supplement or modification to, this Agreement, and the
Finance Documents or any other document prepared in connection herewith or
therewith.  The Borrower agrees to pay within five (5) Business Days
when billed by a Lender and the Agent all of the out-of-pocket costs and
expenses incurred in connection with the consummation and administration of the
transactions contemplated hereby and thereby including without limitation (i)
all the reasonable fees, disbursements and expenses of counsel to such Lender
and the Agent and (ii) all the due diligence, inspection, testing and review
costs and expenses incurred by such Lender and the Agent with respect to
Collateral under this Agreement, including, but not

     

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

     

    limited
to, those costs and expenses incurred by a Lender or the Agent pursuant to
Clause 15.1 (Indemnification and
Expenses), Clause 33.1 (Servicing) and
Clause 33.2 (Periodic Due
Diligence Review) (it being understood and agreed that neither the Agent
nor the Lender has incurred any costs under this Clause 15.2 as of the date
of this Agreement) hereof.

     

     

    
      	
              16.

            	
              MITIGATION
      BY THE LENDERS

            


    

     

     

    
      	
              16.1

            	
              Mitigation

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Each
      Finance Party shall, in consultation with the Borrower, take all
      reasonable steps to mitigate any circumstances which arise and which would
      result in any amount becoming payable under or pursuant to, or cancelled
      pursuant to, any of Clause 8.1 (Illegality),
      Clause 12 (Tax
      gross up and indemnities), Clause 13 (Increased Costs) or
      paragraph 3 of Schedule 4 (Mandatory Cost
      formulae) including (but not limited to) transferring its rights
      and obligations under the Finance Documents to another Affiliate or
      Facility Office.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Paragraph
      (a) above does not in any way limit the obligations of any Obligor under
      the Finance Documents.

            


    

     

     

    
      	
              16.2

            	
              Limitation
      of liability

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall indemnify each Finance Party for all costs and expenses
      reasonably incurred by that Finance Party as a result of steps taken by it
      under Clause 16.1 (Mitigation).

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              A
      Finance Party is not obliged to take any steps under Clause 16.1
      (Mitigation) if,
      in the opinion of that Finance Party (acting reasonably), to do so might
      be prejudicial to it.

            


    

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

     

    SECTION
7

    REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT

     

     

    
      	
              17.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    The
Borrower makes the representations and warranties set out in this Clause 17
to each Finance Party on the Effective Date and the Repeating Representations on
each day of this Agreement from the Effective Date unto and including the
Termination Date.

     

    
      	
              17.1

            	
              Status
      and Name

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower is a corporation, duly incorporated and validly existing under
      the law of its jurisdiction of
incorporation.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower has the power to own its assets and carry on its business as it
      is being conducted.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              On
      the Effective Date the exact legal name of the Borrower is AHR Capital MS
      Limited.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              The
      Borrower is a wholly owned Subsidiary of the Guarantor and has no
      Subsidiaries.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              The
      Borrower, as of the date hereof:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              maintains
      its registered head office and head office in the Republic of
      Ireland;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              holds
      all meetings of its board of directors in the Republic of
      Ireland;

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              has
      not opened any office or branch outside of the Republic of Ireland;
      and

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              has
      not knowingly done anything (except to the extent that entering into the
      Finance Documents and the performance of their terms cause it to be so
      resident) which may result in the Borrower creating an establishment in
      another jurisdiction other than the Republic of
  Ireland.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              (based
      on the representations and warranties contained in sub-claues 17.1(e)(i)
      to 17.1(e)(iv) inclusive) The Borrower believes that its "centre of main
      interests" for the purposes of Council Regulation (EC) No. 1346/2000 of 20
      May 2000 is in the Republic of Ireland and that it has no
      establishment  (for the purposes of such Regulation) other than
      in the Republic of Ireland.

            


    

     

     

    
      	
              17.2

            	
              Binding
      obligations

            


    

     

    The
obligations expressed to be assumed by the Borrower in each Finance Document
are, subject to the Reservations, legal, valid, binding and enforceable
obligations.

     

     

    
      	
              17.3

            	
              Non-conflict
      with other obligations

            


    

     

    The entry
into and performance by the Borrower of, and the transactions contemplated by,
the Finance Documents do not and will not conflict with:

     

     

    
      	
               
      

            	
              (a)

            	
              any
      law or regulation applicable to it;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              its
      constitutional documents; or

            


    

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              any
      agreement or instrument binding upon it or any of its
    assets.

            


    

     

     

    
      	
              17.4

            	
              Power
      and authority

            


    

     

    The
Borrower has the power to enter into, perform and deliver, and has taken all
necessary action to authorise its entry into, performance and delivery of, the
Finance Documents to which it is a party and the transactions contemplated by
those Finance Documents.  No authorisations, approvals or consents of,
and no filings or registrations with, any Governmental Authority
or any securities exchange are necessary for the execution, delivery or
performance by the Borrower of the Finance Documents or for the legality,
validity, or subject to the Reservations, the enforceability thereof, except for
filings, recordings and registrations in respect of the security created
pursuant to the Debenture and any other Finance Document.

     

     

    
      	
              17.5

            	
              Validity
      and admissibility in evidence

            


    

     

    All
authorisations required:

     

     

    
      	
               
      

            	
              (a)

            	
              to
      enable the Borrower lawfully to enter into, exercise its rights and comply
      with its obligations in the Finance Documents to which it is a party;
      and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              to
      make the Finance Documents to which the Borrower is a party admissible in
      evidence in its jurisdiction of
incorporation,

            


    

     

    have been
obtained or effected and are in full force and effect.

     

     

    
      	
              17.6

            	
              Governing
      law and enforcement

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      relevant choice of English law as the governing law of the Finance
      Documents to which the Borrower is a party will be recognised and enforced
      in its jurisdiction of
incorporation.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to the Reservations, any judgment obtained in England in relation to a
      Finance Document will be recognised and enforced in the Borrower's
      respective jurisdiction of
incorporation.

            


    

     

     

    
      	
              17.7

            	
              Deduction
      of Tax

            


    

     

    The
Borrower is not required to make any deduction for or on account of Tax from any
payment it may make under any Finance Document.

     

     

    
      	
              17.8

            	
              No
      filing or stamp taxes

            


    

     

    Under the
law of the jurisdiction of the Borrower's incorporation it is not necessary that
the Finance Documents be filed, recorded or enrolled with any court or other
authority in that jurisdiction or that any stamp, registration or similar tax be
paid on or in relation to the Finance Documents or the transactions contemplated
by the Finance Documents except for (a) the delivery to the Companies
Registration Office in the Republic of Ireland within twenty-one (21) days of
their creation of the particulars of the security interests created by the
Borrower pursuant to the Debenture and each other security document entered into
by the Borrower, and (b) the stamping of the original of the Debenture with
stamp duty of €630 and each counterpart thereof and each collateral security
document with €12.50, within thirty (30) days of its execution.

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    
      	
              17.9

            	
              No
      default

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              No
      Event of Default and on the date of this Agreement and on any Funding Date
      no Default is continuing or might reasonably be expected to result from
      the making of any Loan.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              No
      other event or circumstance is outstanding which constitutes a default
      under any other agreement or instrument which is binding on the Borrower
      or any of its Subsidiaries or to which its (or any of its Subsidiaries')
      assets are subject which might have a Material Adverse
    Effect.

            


    

     

     

    
      	
              17.10

            	
              Pari
      passu ranking

            


    

     

    The
Borrower's payment obligations under the Finance Documents rank at least pari passu with the claims of
all its other unsecured and unsubordinated creditors, except for obligations
preferred by law applying to companies generally.

     

     

    
      	
              17.11

            	
              Litigation

            


    

     

    There are
no actions, suits, arbitrations, investigations (including, without limitation,
any of the foregoing which are pending or, to the best of its knowledge,
threatened) or other legal or arbitrable proceedings affecting the Borrower or
affecting any of the Collateral of any of them before any Governmental Authority
that: (i) questions or challenges the validity or enforceability of any the
Finance Documents or any action to be taken in connection with the transactions
contemplated hereby; (ii) makes a claim or claims in an aggregate amount greater
than $5,000,000; (iii) which, individually or in the aggregate, if adversely
determined, could reasonably be likely to have a Material Adverse Effect; or
(iv) requires filing with the Securities and Exchange Commission in accordance
with the Securities Exchange Act of 1934 (US) (the "1934 Act") or any rules
thereunder which filing has not been made.

     

     

    
      	
              17.12

            	
              Taxation

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower has duly and punctually paid and discharged all Taxes imposed
      upon it or its assets within the time period allowed without incurring
      penalties (save to the extent that (i) payment is being contested in good
      faith, (ii) it has maintained adequate reserves for those Taxes and (iii)
      payment can be lawfully withheld).

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower is not materially overdue in the filing of any Tax
      returns.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              No
      claims are being or are reasonably likely to be asserted against it with
      respect to Taxes.

            


    

     

     

    
      	
              17.13

            	
              Collateral;
      Collateral Security

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower has not assigned, pledged, or otherwise conveyed or encumbered
      the Eligible Collateral to any other person, and immediately prior to the
      granting of security over the Eligible Collateral to the Security Trustee,
      the Borrower was the sole owner of the Eligible Collateral and had good
      and marketable title thereto, free and clear of all security interests and
      other Encumbrances, in each case except for such security interests that
      were to be released simultaneously with the security interests which are
      to be granted in favour of the Security Trustee to secure the Secured
      Obligations. No Eligible Collateral granted by way of security to the
      Security Trustee

            


    

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

    under the
Debenture or any other Finance Document was acquired (by purchase or otherwise)
by the Borrower from one of its Affiliates.

     

     

    
      	
               
      

            	
              (b)

            	
              The
      provisions of the Debenture and the other Finance Documents are effective
      to create in favour of the Security Trustee a valid security interest in
      all right, title and interest of the Borrower in, to and under the
      Eligible Collateral.

            


    

     

     

    
      	
              17.14

            	
              Jurisdiction
      of Organisation

            


    

     

    On the
Effective Date the Borrower's jurisdiction of incorporation and location of its
registered office is the Republic of Ireland.

     

     

    
      	
              17.15

            	
              Location
      of Books and Records

            


    

     

    The
location where the Borrower keeps its books and records, including all computer
tapes and records relating to the Collateral, is its registered
office.

     

     

    
      	
              17.16

            	
              True
      and Complete Disclosure

            


    

     

    The
information, reports, financial statements, exhibits and schedules furnished in
writing by or on behalf of the Borrower to the Agent in connection with the
negotiation, preparation or delivery of this Agreement and the other Finance
Documents or included herein or therein or delivered pursuant hereto or thereto,
when taken as a whole, do not contain any untrue statement of material fact or
omit to state any material fact necessary to make the statements herein or
therein, in light of the circumstances under which they were made, not
misleading.  All written information furnished after the date hereof
by or on behalf of the Borrower to the Agent in connection with this Agreement
and the other Finance Documents and the transactions contemplated hereby and
thereby will be true, complete and accurate in every material respect, or (in
the case of projections) based on reasonable estimates, on the date as of which
such information is stated or certified.  There is no fact known to a
Responsible Officer of the Borrower, after due inquiry, that could reasonably be
expected to have a Material Adverse Effect that has not been disclosed herein,
in the other Finance Documents or in a report, financial statement, exhibit,
schedule, disclosure letter or other writing furnished to the Agent for use in
connection with the transactions contemplated hereby or thereby.

     

     

    
      	
              17.17

            	
              Defined
      Benefit Scheme

            


    

     

    The
Borrower does not maintain a pension scheme in respect of which there is an
unfunded deficit.

     

     

    
      	
              17.18

            	
              Business
      Affairs

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower's business and affairs have at all times been, and will at all
      times be, managed, controlled and conducted in its own name as an
      identifiable business, separate, independent and identifiable from the
      business of the other Obligor or any other
  person;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower's records, books, accounts and minutes have at all times been,
      and will continue at all future times to be, maintained separate and
      distinct from those of the other Obligor or any other
    person;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower's assets and liabilities and the funds have at all times been,
      and will continue at all future times to be, kept separate and distinct
      from the other Obligor or

            


    

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    any other
person; and it has received, deposited, withdrawn, paid and disbursed, and will
at all future times receive, deposit, withdraw, pay and disburse, all monies,
funds and receivables in the ordinary course of its business and in a manner
separate and distinct from the other Obligor or any other person;

     

     

    
      	
               
      

            	
              (d)

            	
              The
      Borrower has not paid and will not pay, and is not and will not become
      liable for, any debt of the other Obligor or any other person;
      and

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              That
      all dealings and transactions of the Borrower with all other persons have
      at all times been and will continue at all times to be at
      arms-length.

            


    

     

     

    
      	
              17.19

            	
              Borrower
      Irish Tax Requirements

            


    

     

     

    The
Borrower satisfies the Borrower Irish Tax Requirements.

     

     

    
      	
              17.20

            	
              Borrower
      Documents

            


    

     

    Other
than the Finance Documents, the Subordinated Loan Agreement (and the hedging
arrangements entered into pursuant to the Subordinated Loan Agreement the
Corporate Services Agreement and the Investment Management Agreement, the
Borrower has not entered into any other agreements or instruments save for such
agreements or instruments as may have been agreed to in advance of their entry
into by the Borrower by the Security Trustee.

     

     

    
      	
              18.

            	
              INFORMATION
      UNDERTAKINGS

            


    

     

    The
undertakings in this Clause 18 remain in force from the date of this
Agreement for so long as any amount is outstanding under the Finance Documents
or any Loan is in force.

     

     

    
      	
              18.1

            	
              Financial
      statements

            


    

     

    The
Borrower shall supply to the Agent in sufficient copies for all the
Lenders:

     

     

    
      	
               
      

            	
              (a)

            	
              as
      soon as available and in any event within forty-five (45) days after the
      end of each of the first three quarterly fiscal periods of each fiscal
      year of the Borrower, the unaudited balance sheet of the Borrower as at
      the end of such period and the related unaudited statement of income and
      retained earnings, statement of cash flows and statement of equity for the
      Borrower for such period and the portion of the fiscal year through the
      end of such period, setting forth in each case in comparative form the
      figures for the previous year, accompanied by a certificate of a
      Responsible Officer of the Borrower, which certificate shall state that
      said financial statements fairly present the financial condition and
      results of operations of the Borrower in accordance with GAAP,
      consistently applied, as at the end of, and for, such period (subject to
      normal year-end audit adjustments);

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              as
      soon as available and in any event within ninety (90) days after the end
      of each fiscal year of the Borrower, the balance sheet of the Borrower as
      at the end of such fiscal year and the related statement of income and
      retained earnings, consolidated statement of cash flows and statement of
      equity for the Borrower for such year, setting forth in each case in
      comparative form the figures for the previous year, accompanied by an
      opinion thereon of independent certified public accountants
    of

            


    

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    recognised
national standing, which opinion shall not be qualified as to scope of audit or
going concern and shall state that said financial statements fairly present the
financial condition and results of operations of the Borrower as at the end of,
and for, such fiscal year in accordance with GAAP, and a certificate of such
accountants stating that, in making the examination necessary for their opinion,
they obtained no knowledge, except as specifically stated, of any Default or
Event of Default;

     

     

    
      	
               
      

            	
              (c)

            	
              within
      fifteen (15) Business Days after the Agent’s request, such other
      information regarding the operation of or the Collateral, or the financial
      condition, operations, or business of the Borrower as may be reasonably
      requested by the Agent, including all business plans prepared by or for
      the Borrower; and

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              upon
      the Agent’s request, a copy of any financial or other report the Borrower
      shall receive from any Collateral Obligor
      with respect to an item of Collateral within fifteen (15) days after the
      Borrower’s receipt thereof.

            


    

     

     

    
      	
              18.2

            	
              Information:
      miscellaneous

            


    

     

    The
Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if
the Agent so requests):

     

     

    
      	
               
      

            	
              (a)

            	
              Promptly,
      and in any event within ten (10) ten days after service of process on any
      of the following, give to the Agent notice of all litigation, actions,
      suits, arbitrations, investigations (including, without limitation, any of
      the foregoing which are pending or, to Borrower's knowledge threatened) or
      other legal or arbitration proceedings affecting the Borrower or affecting
      any of the Property of the Borrower before any Governmental Authority that
      (i) questions or challenges the validity or enforceability of any of the
      Finance Documents or any action to be taken in connection with the
      transactions contemplated hereby; (ii) makes a claim or claims in an
      aggregate amount greater than $5,000,000; (iii) which, individually or in
      the aggregate, if adversely determined, could be reasonably likely to have
      a Material Adverse Effect; or (iv) requires filing with the Securities and
      Exchange Commission in accordance with the 1934 Act and any rules
      thereunder which filing has not been made;
and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              promptly,
      such further information regarding the financial condition, business and
      operations of the Borrower as any Finance Party (through the Agent) may
      reasonably request.

            


    

     

     

    
      	
              18.3

            	
              Notification
      of default

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall notify the Agent of any Default (and the steps, if any,
      being taken to remedy it) promptly upon becoming aware of its
      occurrence.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Promptly
      upon a request by the Agent (not more than twice annually commencing on
      the date of this Agreement), the Borrower shall supply to the Agent a
      certificate signed by a Responsible Officer certifying that no Default is
      continuing (or if a Default is continuing, specifying the Default and the
      steps, if any, being taken to remedy
it).

            


    

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
              GENERAL
      UNDERTAKINGS

            


    

     

    The
undertakings in this Clause 19 remain in force from the date of this
Agreement for so long as any amount is outstanding under the Finance
Documents.

     

     

    
      	
              19.1

            	
              Authorisations

            


    

     

    The
Borrower shall promptly:

     

     

    
      	
               
      

            	
              (a)

            	
              obtain,
      comply with and do all that is necessary to maintain in full force and
      effect; and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              supply
      certified copies to the Agent of,

            


    

     

    any
Authorisation required under any law or regulation of its jurisdiction of
incorporation to enable it to perform its obligations under the Finance
Documents and to ensure the legality, validity, enforceability or admissibility
in evidence in its jurisdiction of incorporation of any Finance
Document.

     

     

    
      	
              19.2

            	
              Compliance
      with laws

            


    

     

    The
Borrower shall comply in all respects with all laws to which it may be subject,
if failure so to comply would have a Material Adverse Effect on its ability to
perform its obligations under the Finance Documents.

     

     

    
      	
              19.3

            	
              Negative
      pledge

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Other
      than security interests permitted or contemplated pursuant to the terms
      hereof the Borrower shall not create or permit to subsist any security
      interest over any of its assets.

            


    

     

     

    
      	
              19.4

            	
              Disposals

            


    

     

    The
Borrower shall not, without the prior written consent of the Agent, enter into a
single transaction or a series of transactions (whether related or not) and
whether voluntary or involuntary to sell, lease, transfer, exchanged or
otherwise dispose of any of or substantially all of its assets or enter into any
agreements having a similar effect and, in particular, and for the avoidance of
doubt, it shall not, following acquisition of the Charlotte Asset, without the
prior written consent of the Agent dispose of all or any part of its interest in
the Charlotte Asset.

     

     

    
      	
              19.5

            	
              Merger

            


    

     

    The
Borrower shall not enter into any amalgamation, demerger, merger or corporate
reconstruction.

     

     

    
      	
              19.6

            	
              Change
      of Business

            


    

     

    The
Borrower shall make no substantial change to the general nature of its business
from that carried on at the date of this Agreement.

     

     

    
      	
              19.7

            	
              Taxation

            


    

     

    The
Borrower shall duly and punctually pay and discharge all Taxes imposed upon it
or its assets within the time period allowed without incurring penalties (except
to the extent (i) that such payment is being contested in good faith, (ii)
adequate reserves are being maintained for those Taxes and (iii) where such
payment can be lawfully withheld).

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    
      	
              19.8

            	
              Loans
      and Guarantees

            


    

     

    The
Borrower shall not, save as permitted under the Finance Documents, make any
loans, grant any credit or give any guarantee or indemnity (except as required
under any of the Finance Documents) to or for the benefit of any person or
otherwise voluntarily assume any liability, whether actual or contingent, in
respect of any obligation of any person.

     

     

    
      	
              19.9

            	
              Syndication

            


    

     

    At the
cost of the Lenders, the Borrower shall provide reasonable assistance in the
preparation of the Information Memorandum and the primary syndication of the
Facility (including, without limitation, by making senior management available
for the purpose of making presentations to, or meeting, potential lending
institutions) and will comply with all reasonable requests for information from
potential syndicate members prior to completion of syndication.

     

     

    
      	
              19.10

            	
              Existence,
      Etc.

            


    

     

    The
Borrower will:

     

     

    
      	
               
      

            	
              (a)

            	
              comply
      with the requirements of all applicable laws, rules, regulations and
      orders of Governmental Authorities (including, without limitation, all
      environmental laws, all laws with respect to unfair and deceptive lending
      practices and predatory lending practices) if failure to comply with such
      requirements would be reasonably likely (either individually or in the
      aggregate) to have a Material Adverse
Effect;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              keep
      adequate records and books of account, in which complete entries will be
      made in accordance with GAAP consistently
  applied;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              not
      move its registered head office from the address referred to in
      Clause 17.4 (Jurisdiction of
      Organisation) or change its jurisdiction of organisation from the
      jurisdiction referred to in Clause 17.4 (Jurisdiction of
      Organisation);

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              permit
      representatives of the Agent, during normal business hours, to examine,
      copy and make extracts from its books and records, to inspect any of its
      Property or assets, and to discuss its
      business and affairs with its officers, all to the extent reasonably
      requested by the Agent; and

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              not
      amend or permit the amendment of its memorandum and articles of
      association without the prior written consent of the Security Trustee and
      thereafter shall provide the Agent and the Security Trustee with copies of
      all amendments to the memorandum and articles of association or other
      organisational, constitutional or governing documents of the Borrower
      within five (5) Business Days of the date of the subject
      amendment.

            


    

     

     

    
      	
              19.11

            	
              No
      establishment

            


    

     

    The
Borrower shall not knowingly establish an "establishment" as that term is used
in Article 2(h) of the EU Insolvency Regulation outside of the Republic of
Ireland, except to the extent that entering into the Finance Documents and the
performance of their terms cause it to be resident and which may result in the
Borrower creating an "establishment" as that term is used in Article 2(h) of the
EU Insolvency Regulation.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

    
      	
              19.12

            	
              Notices

            


    

     

    The
Borrower shall give notice to the Agent and the Security Trustee:

     

     

    
      	
               
      

            	
              (a)

            	
              promptly
      upon receipt of notice or knowledge of the occurrence of any Default or
      Event of Default;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              with
      respect to any Eligible Collateral granted by way of security to the
      Security Trustee under the Debenture or the other Finance Documents
      hereunder, immediately upon receipt of any principal pre-payment (in full
      or partial) of such Eligible Collateral including, but not limited to, the
      receipt of any condemnation and casualty
  proceeds;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              with
      respect to any Eligible Collateral granted by way of security to the
      Security Trustee under the Debenture or the other Finance Documents,
      immediately upon receipt of notice or knowledge that the underlying
      Encumbered Property has been materially damaged by waste, fire, earthquake
      or earth movement, windstorm, flood, tornado or other casualty, or
      otherwise damaged so as to affect adversely the Asset Value of such
      Eligible Collateral; and

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              promptly
      upon receipt of notice or knowledge of (i) any default related to any
      Collateral; (ii) any security interest (other than the security interests
      created by the Debenture or by the other Finance Documents) on, or claim
      asserted against, any of the Collateral; or (iii) any event or change in
      circumstances which could reasonably be expected to have a Material
      Adverse Effect.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              promptly
      upon any material change in the market value of any or all of the
      Borrower’s assets;

            


    

     

    Each
notice pursuant to this Clause shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken or proposes
to take with respect thereto.

     

     

    
      	
              19.13

            	
              Collateral

            


    

     

    The
Borrower shall not acquire any Collateral or other assets save in the manner
contemplated by this Agreement and with the prior written consent of the Agent,
and, in particular and for the avoidance of doubt, following acquisition by the
Borrower of the Charlotte Asset, shall not acquire any further interest in the
Charlotte Credit Facility whether by operation of the provisions of any
intercreditor deed related to the Charlotte Asset or otherwise without the prior
written consent of the Agent. Upon acquiring any such Collateral, the Borrower
shall not amend or permit the amendment of any documents or agreements
pertaining to such Collateral without the prior written consent of the Agent and
the Security Trustee.

     

     

    
      	
              19.14

            	
              Reports

            


    

     

    The
Borrower shall provide the Agent with a quarterly report, which report shall
include, among other items, a summary of the Borrower’s delinquency and loss
experience with respect to the Collateral, plus any such additional
reports relating to the Property underlying the Collateral as the Borrower may
have received or is otherwise entitled to receive from the Servicer or the
Collateral Obligor and as reasonably requested by the Agent.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    
      	
              19.15

            	
              Limitation
      on security

            


    

     

    The
Borrower will defend the Collateral against, and will take such other action as
is necessary to remove, any security, security interest or claim on or to the
Collateral, other than the security interests created under this Agreement, and
the Borrower will defend the right, title and interest of the Security Trustee
in and to any of the Collateral against the claims and demands of all persons
whomsoever.

     

     

    
      	
              19.16

            	
              Lender
      Exposure

            


    

     

    The
Lenders' Net Aggregate Exposure shall not be greater than 80% and the Lenders'
Net Exposure shall not be greater than 85%.

     

     

    
      	
              19.17

            	
              Servicer;
      Servicing Tape

            


    

     

    The
Borrower shall provide to the Agent promptly within ten (10) Business Days after
the end of each month a computer readable file in the form reasonably requested
by the Agent from time to time, on a loan-by-loan basis and in the aggregate,
with respect to the Collateral serviced hereunder by the Borrower or any
Servicer.  The Borrower shall not cause the Collateral to be serviced
by any servicer other than a servicer mutually agreed to by the Agent and the
Borrower.

     

     

    
      	
              19.18

            	
              No
      Adverse Selection

            


    

     

    The
Borrower shall not select the Collateral in a manner so as to adversely affect
the Lenders' interests.

     

     

    
      	
              19.19

            	
              Remittance
      of Pre-payments

            


    

     

    The
Borrower shall remit or cause to be remitted, with sufficient detail to enable
the Lender to appropriately identify the Eligible Collateral to which any amount
remitted applies, to the Agent on each Business Day all principal pre-payments
(whether full or partial) that the Borrower or the Servicer has received during
the previous Business Day, in an amount equal to the sum of the Asset-Specific
Loan Balances being prepaid.

     

     

    
      	
              19.20

            	
              Specific
      Covenants of the Borrower

            


    

     

    During
the term of this Agreement and for so long as any amount is outstanding under
any Finance Documents, the Borrower, unless permitted by the Finance Documents
shall not:

     

     

    
      	
               
      

            	
              (a)

            	
              pay
      dividends or make other distributions to its members out of profits
      available for distribution and then only in the manner permitted by the
      Finance Documents, its memorandum and articles of association and by
      applicable laws;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              incur
      or permit to subsist any Indebtedness whatsoever other than the
      Indebtedness of the Borrower pursuant to the Subordinated Loan Agreement
      and, with the prior written consent of the Agent, to hedge its exposure
      under the Subordinated Loan Agreement with a third
  party;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              make
      any loans, grant any credit or give any guarantee or indemnity to or for
      the benefit of any person or otherwise voluntarily assume any liability,
      whether actual or contingent, in respect of any obligation of any other
      person;

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              be
      a member of a VAT Group;

            


    

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              surrender
      any losses to any other company;

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              have
      any employees or premises or have any subsidiary undertaking within the
      meaning of Regulation 4 of the European Communities (Companies Group
      Accounts) Regulation 1992, as amended, of the Republic of Ireland or
      become a director of any company;

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              have
      an interest in any bank account other than the Borrower Bank Accounts
      unless such account or interest is permitted or contemplated by the
      Finance Documents;

            


    

     

     

    
      	
               
      

            	
              (h)

            	
              permit
      the validity or effectiveness of any of the Security Trustee's security to
      be impaired or to be amended, hypothecated, subordinated, terminated or
      discharged;

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              acquire
      any interest in real property.

            


    

     

     

    
      	
               
      

            	
              (j)

            	
              engage
      in any business or agreements other
than:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              acquiring,
      holding, managing and disposing of the assets of the Borrower comprised in
      the Eligible Collateral;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              entering
      into, exercising its rights and performing its obligations under or
      enforcing its rights under the Finance Documents and the other agreements
      ancillary thereto or contemplated thereby;
or

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              performing
      any act incidental to or necessary in connection with any of the
      above;

            


    

     

     

    
      	
               
      

            	
              (k)

            	
              not
      permit or consent to any of the following
  occurring:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              its
      books and records being maintained with or co-mingled with those of any
      other person or entity;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              its
      bank accounts and the debts represented thereby being co-mingled with
      those of any other person or
entity;

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              its
      assets or revenues being co-mingled with those of any other person or
      entity; or

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              its
      business being conducted other than in its own
  name.

            


    

     

     

    
      	
               
      

            	
              (l)

            	
              procure
      that, with respect to itself:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              separate
      financial statements in relation to its financial affairs are
      maintained;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              all
      corporate formalities with respect to its affairs are
      observed;

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              separate
      stationery, invoices and cheques are
used;

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              it
      always holds itself out as a separate entity;
  and

            


    

     

     

    
      	
               
      

            	
              (v)

            	
              any
      known misunderstandings regarding its separate identity are corrected as
      soon as possible.

            


    

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    
      	
              19.21

            	
              Borrower
      Irish Tax Requirements

            


    

     

    The
Borrower shall fulfil the Borrower Irish Tax Requirements.

     

     

    
      	
              19.22

            	
              Borrower
      Bank Accounts

            


    

     

    During
the term of this Agreement and for so long as any amount is outstanding under
any Finance Documents, the Borrower shall use best endeavours to ensure that all
Principal Receipts and Revenue Receipts are paid directly into the relevant
Borrower Bank Account.

     

     

    
      	
              20.

            	
              EVENTS
      OF DEFAULT

            


    

     

    Each of
the events or circumstances set out in this Clause 20 is an Event of
Default.

     

     

    
      	
              20.1

            	
              Non-payment

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall default in the payment of any principal of or interest on
      any Loan when due (whether at stated maturity, upon acceleration or at
      mandatory or optional pre-payment or repayment);
  and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower shall default in the payment of any other amount payable by it
      hereunder or under any Finance Document or Finance Document after
      notification by the Agent of such default, and such default shall have
      continued unremedied for five (5) Business
Days.

            


    

     

     

    
      	
              20.2

            	
              Breach
      under Guarantee

            


    

     

    Any of
the covenants and/or other obligations of the Guarantor contained in the
Guarantee has been breached.

     

     

    
      	
              20.3

            	
              Other
      obligations

            


    

     

     

    
      
      

    

    
      An
Obligor does not comply with any provision of the Finance Documents (other than
those referred to in Clause 20.1 (Non-payment) and
Clause 20.2 (Breach under
Guarantee); or shall fail to observe or perform any other covenant or
agreement contained in this Agreement or any other Finance Documents and such
failure to observe or perform shall continue for a period of thirty (30) days
(following notice of such default) unless a shorter cure period is established
in any Finance Document, in which event the shorter cure period shall be
applicable; or shall fail to fulfil the Conditions Subsequent to the
satisfaction of the Agent by 5:00 p.m. (New York time) on the Cut Off Date (or,
in the case the Condition Subsequent to provide evidence that all Borrower Bank
Accounts are subject to the Bank Agreement set out at paragraph (l) of Part B of
Part VI of Schedule 2 (Conditions Precedent), by no
later than fifteen (15) days after the Cut Off Date).

    

     

    
      	
              20.4

            	
              Misrepresentation

            


    

     

    Any
representation or statement made or deemed to be made by an Obligor in any
Finance Documents or any other document delivered by or on behalf of any Obligor
under or in connection with any Finance Document (including in particular, and
notwithstanding the following provisions in this Clause 20.4, the representation
and statement made in Schedule 11, under the heading "Anthracite Notes' Representations
and Warranties" numbered 12) is or proves to have been incorrect or
misleading in any material respect when made or deemed to be made or furnished
(other than, save as provided above, the representations and warranties set
forth in Schedule 11 (Representations and Warranties Re:
Eligible Collateral), which shall

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

    be
considered solely for the purpose of determining the Asset Value of the
Collateral; unless (i) the Borrower shall have made any such representations and
warranties with knowledge that they were materially false or misleading at the
same time; or (ii) any such representations and warranties have been determined
by the Agent in its sole discretion to be materially false or misleading on a
regular basis).

     

     

    
      	
              20.5

            	
              Cross
      default

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Any
      Indebtedness of any Obligor is not paid when due nor within any originally
      applicable grace period.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Any
      Indebtedness of any Obligor is declared to be or otherwise becomes due and
      payable prior to its specified maturity as a result of an event of default
      (however described).

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              Any
      commitment for any Indebtedness of any Obligor is cancelled or suspended
      by a creditor of such Obligor as a result of an event of default (however
      described).

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      anything contained in this Clause 20.5, other than Indebtedness that is MS
      Indebtedness, no Event of Default will occur under this Clause 20.5
      if the aggregate amount of such Indebtedness falling within paragraphs (a)
      to (c) above is less than $5,000,000 (or its equivalent in any other
      currency or currencies).

            


    

     

     

    
      	
              20.6

            	
              Insolvency

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              An
      Obligor is unable or is deemed to be unable or admits inability to pay its
      debts as they fall due or suspends making payments on any of its
      debts.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      value of the assets of any Obligor is less than its liabilities (taking
      into account contingent and prospective
  liabilities).

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              A
      moratorium is declared in respect of any indebtedness of any
      Obligor.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              The
      Borrower is unable to pay its debts within the meaning of section 214 of
      the Companies Act, 1963, as amended, of the Republic of
      Ireland.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              Any
      corporate action is taken by the Borrower for the suspension of its debts
      generally (or any class of them) or for a declaration of a moratorium of
      its debt (or any class of it).

            


    

     

     

    
      	
              20.7

            	
              Insolvency
      proceedings

            


    

     

    Any
corporate action, legal proceedings or other such procedure or step is taken in
relation to:

     

     

    
      	
               
      

            	
              (a)

            	
              the
      suspension of payments, a moratorium of any indebtedness, winding-up,
      dissolution, administration, Examinership or reorganisation (by way of
      voluntary arrangement, scheme of arrangement or otherwise) of any Obligor
      other than a solvent liquidation or reorganisation of any
      Obligor;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              a
      composition, compromise, assignment or arrangement with any creditor of
      any Obligor;

            


    

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              the
      appointment of a liquidator, receiver, administrative receiver,
      administrator, Examiner, compulsory manager, trustee in bankruptcy or
      other similar officer in respect of any Obligor or any of its assets;
      or

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              enforcement
      of any security interest over any assets of any
  Obligor,

            


    

     

    or any
analogous procedure or step is taken in any jurisdiction.

     

     

    
      	
              20.8

            	
              Creditors'
      process

            


    

     

    Any
expropriation, attachment, sequestration, distress or execution affects any
asset or assets and is not discharged within five (5) days in respect of the
Borrower and twenty-one (21) days in respect of the Guarantor.

     

     

    
      	
              20.9

            	
              Unlawfulness

            


    

     

    It is or
becomes unlawful for an Obligor to perform any of its obligations under the
Finance Documents.

     

     

    
      	
              20.10

            	
              Repudiation

            


    

     

    An
Obligor repudiates a Finance Document or evidences an intention to repudiate a
Finance Document.

     

     

    
      	
              20.11

            	
              Borrowing
      Base Deficiency

            


    

     

    A
Borrowing Base Deficiency shall have occurred and the Borrower shall have failed
to timely cure the same in accordance with the provisions of Clause 8.3
(Mandatory
Pre-Payment).

     

    If the Agent determines that there is a Borrowing Base Deficiency
at any time after 5:00 p.m. (New York time) on the Cut Off Date, such event
shall constitute an Event of Default and the Agent and the Majority Lenders may
exercise their rights and remedies under the Finance Documents with respect
thereto.

     

     

    
      	
              20.12

            	
              Other
      Events of Default

            


    

     

    Each of
the following events shall constitute an Event of Default
hereunder:

     

     

    
      	
               
      

            	
              (a)

            	
              final
      judgment or judgments for the payment of money in excess of $5,000,000 (or
      its equivalent in the currency in which such judgment is rendered) in the
      aggregate shall be rendered against any Obligor by one or more courts,
      administrative tribunals or other bodies having jurisdiction and the same
      shall not be satisfied, discharged (or provision shall not be made for
      such discharge) or bonded, or a stay of execution thereof shall not be
      procured, within thirty (30) days from the date of entry thereof, and such
      Obligor shall not, within said period of thirty (30) days, or such longer
      period during which execution of the same shall have been stayed or
      bonded, appeal there from and cause the execution thereof to be stayed
      during such appeal;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              any
      Finance Document shall for whatever reason be terminated or cease to be in
      full force and effect, or the enforceability thereof shall be contested by
      any Obligor unless replacements are entered into by the Finance Parties
      prior to such events;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              the
      Borrower shall grant, or suffer to exist, any security on any Collateral
      except the security contemplated hereby; or the security contemplated
      hereby shall cease to be first priority perfected security on the
      Collateral in favour of the Security Trustee or shall be security in
      favour of any person other than the Security
  Trustee;

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              the
      discovery by the Agent of a condition or event which existed at or prior
      to the execution hereof and which the Agent, in its sole discretion,
      determines materially

            


    

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

     

    and
adversely effects:  (i) the condition (financial or otherwise) of any
Obligor; or (ii) the ability of either any Obligor or the Finance Parties to
fulfil its respective obligations under the Finance Documents.

     

     

    
      	
               
      

            	
              (e)

            	
              any
      materially adverse change in the Property, business, financial condition
      or prospects of any of the Obligors shall occur, as determined by the
      Agent in its sole discretion, or any other condition shall exist which, in
      the Agent's sole discretion, constitutes a material impairment of any
      Obligor's ability to perform its obligations under any of the Finance
      Documents.

            


    

     

     

    
      	
              20.13

            	
              Acceleration

            


    

     

    On and at
any time after the occurrence of an Event of Default, which is continuing the
Agent may, and shall if so directed by the Majority Lenders, by notice to the
Borrower:

     

     

    
      	
               
      

            	
              (a)

            	
              cancel
      the Total Maximum Credit;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              declare
      that all or part of the Loans, together with accrued interest, and all
      other amounts accrued or outstanding under the Finance Documents be
      immediately due and payable, whereupon they shall become immediately due
      and payable; and/or

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              declare
      that all or part of the Loans be payable on demand, whereupon they shall
      immediately become payable on demand by the Agent on the instructions of
      the Majority Lenders.

            


    

     

     

    
      	
              20.14

            	
              Other
      Remedies on Event of Default

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              On
      and any time after an Event of Default which is continuing, the Security
      Trustee may, and shall if so directed by the Majority Lenders, by notice
      to the Custodian obtain physical possession of the Servicing Records and
      other files of the Custodian relating to the Collateral and all documents
      relating to the Collateral which are then or may thereafter come in to the
      possession of the Agent or any third party acting for the
      Borrower.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              If
      an Event of Default shall occur and be continuing, the Agent may, at its
      option, enter into one or more Interest Rate Protection Agreements
      covering all or a portion of the Eligible Collateral granted by way of
      security to the Security Trustee under the Debenture or the other Finance
      Documents, and the Borrower shall be responsible for all damages,
      judgments, costs and expenses of any kind which may be imposed on,
      incurred by or asserted against the Agent relating to or arising out of
      such Interest Rate Protection Agreements, including without limitation any
      losses resulting from such Interest Rate Protection
      Agreements.

            


    

     

     

    
      	
              20.15

            	
              Proceeds

            


    

     

    If an
Event of Default shall occur and be continuing, (a) all proceeds of Collateral
received by the Borrower consisting of cash, cheques and other near-cash items
shall be held by the Borrower on trust for the Security Trustee, segregated from
other funds of the Borrower, and shall forthwith upon receipt by the Borrower be
turned over to the Security Trustee or as the Security Trustee may otherwise
direct in the exact form received by the Borrower (duly endorsed by the Borrower
to the Agent, if required). For purposes hereof, proceeds shall

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     

    include,
but not be limited to, all principal and interest payments, all prepayments and
payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned
rents and any other income and all other amounts received with respect to the
Collateral.

     

     

    
      	
              20.16

            	
              No
      Duty of the Security Trustee

            


    

     

    The
powers conferred on the Security Trustee hereunder are solely to protect the
Security Trustee’s interests in the Collateral and shall not impose any duty
upon it to exercise any such powers.  The Security Trustee shall be
accountable only for amounts that it actually receives as a result of the
exercise of such powers, and neither it nor any of its officers, directors,
employees or agents shall be responsible to the Borrower for any act or failure
to act hereunder, except for its or their own gross negligence or wilful
misconduct.

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

     

    SECTION
8

    CHANGES
TO PARTIES

     

     

    
      	
              21.

            	
              CHANGES
      TO THE LENDERS

            


    

     

     

    
      	
              21.1

            	
              Assignments
      and transfers by the Lender

            


    

     

    A Lender
(the "Existing Lender")
may not, except as noted in paragraphs (a) and (b) of this Clause 21.1, and
subject to the consent of the Borrower, assign any of its rights; or transfer by
novation any of its rights and obligations under this Agreement to any other
person (the "New
Lender").  Notwithstanding the aforementioned a Lender may
without the consent of the Borrower:

     

     

    
      	
               
      

            	
              (a)

            	
              sell
      participations to one or more persons in or to all or a portion of its
      rights and obligations under this Agreement provided, however, that (i)
      the Lender's obligations under this Agreement shall remain unchanged; (ii)
      the Lender shall remain solely responsible to the other parties hereto for
      the performance of such obligations; and (iii) Borrower shall continue to
      deal solely and directly with the Agent in connection with lender's rights
      and obligations under and in respect of this Agreement and Finance
      Documents. Each participant or New Lender shall be entitled to the
      additional compensation and other rights and protections afforded the
      Lender under this Agreement to the same extent as the Lender would have
      been entitled to receive them with respect to the participation sold to
      such participant; and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              assign,
      transfer or otherwise convey its rights under this Agreement to an
      Affiliate (meeting the definition of Institutional Investor and
      Institutional Owner), an Institutional Owner or Institutional Investor any
      of which is in the business of making loans similar to the Loans, provided that such
      Affiliate, Institutional Investor or Institutional Owner shall execute and
      deliver the document required under Clause 21.2 (Conditions of Assignment or
      Transfer).

            


    

     

     

    
      	
              21.2

            	
              Conditions
      of assignment or transfer

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      consent of the Borrower required under paragraph (a) of Clause 21.1
      (Assignments and
      Transfers by the Lender) to an assignment or transfer must not be
      unreasonably withheld or delayed.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              An
      assignment will only be effective
on:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              receipt
      by the Agent of written confirmation from the New Lender (in form and
      substance satisfactory to the Agent) that the New Lender will assume the
      same obligations to the other Finance Parties as it would have been under
      if it was an Initial Lender; and

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              performance
      by the Agent of all necessary "know your customer" or other similar checks
      under all applicable laws and regulations in relation to such assignment
      to a New Lender, the completion of which the Agent shall promptly notify
      to the Existing Lender and the New
Lender.

            


    

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              A
      transfer will only be effective if the procedure set out in Clause 21.4
      (Procedure for
      transfer) is complied with.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              If:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              a
      Lender assigns or transfers any of its rights or obligations under the
      Finance Documents or changes its Facility Office;
  and

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              as
      a result of circumstances existing at the date the assignment, transfer or
      change occurs, the Borrower would be obliged to make a payment to the New
      Lender or a Lender acting through its new Facility Office under
      Clause 12 (Tax
      gross-up and indemnities) or Clause 13 (Increased
      costs),

            


    

     

    then the
New Lender or a Lender acting through its new Facility Office is only entitled
to receive payment under those Clauses to the same extent as the Existing Lender
or a Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.

     

     

    
      	
              21.3

            	
              Limitation
      of responsibility of Existing
Lenders

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Unless
      expressly agreed to the contrary, an Existing Lender makes no
      representation or warranty and assumes no responsibility to the Lender
      for:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              the
      legality, validity, effectiveness, adequacy or enforceability of the
      Finance Documents or any other
documents;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              the
      financial condition of any Obligor;

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              the
      performance and observance by any Obligor of its obligations under the
      Finance Documents or any other documents;
or

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              the
      accuracy of any statements (whether written or oral) made in or in
      connection with any Finance Document or any other
  document,

            


    

     

    and any
representations or warranties implied by law are excluded.

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Lender confirms to the Existing Lender and the other Finance Parties that
      it:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              has
      made (and shall continue to make) its own independent investigation and
      assessment of the financial condition and affairs of each Obligor and its
      related entities in connection with its participation in this Agreement
      and has not relied exclusively on any information provided to it by the
      Existing Lender in connection with any Finance Document;
    and

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              will
      continue to make its own independent appraisal of the creditworthiness of
      each Obligor and its related entities whilst any amount is or may be
      outstanding under the Finance Documents or any Loan is in
      force.

            


    

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              Nothing
      in any Finance Document obliges an Existing Lender
  to:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              accept
      a re-transfer from a New Lender of any of the rights and obligations
      assigned or transferred under this Clause 21;
or

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              support
      any losses directly or indirectly incurred by the New Lender by reason of
      the non-performance by any Obligor of its obligations under the Finance
      Documents or otherwise.

            


    

     

     

    
      	
              21.4

            	
              Procedure
      for transfer

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the conditions set out in Clause 21.2 (Conditions of assignment or
      transfer) a transfer is effected in accordance with paragraph (c)
      below when the Agent executes an otherwise duly completed Transfer
      Certificate delivered to it by the Existing Lender and the New
      Lender.  The Transfer Certificate shall be substantially in the
      form set out at Schedule 5 to this Agreement and shall (i) indicate the
      category of Qualifying Lender that the person beneficially entitled to
      interest payable to the New Lender in respect of an advance under a
      Finance Document is (the "Beneficial Owner"); and
      (ii) in the case of a Beneficial Owner that is a Qualifying Lender within
      the meaning of paragraph (d) of the definition of Qualifying Lender set
      out in Clause 12.1 above, be accompanied by a copy of the
      notification it is required to make under Section 246(5)(a) of the Irish
      Taxes Act to the Irish Revenue Commissioners and the notification it is
      required to make under Section 246(5)(a) of the Irish Taxes Act to the
      relevant Obligor.  The Agent shall, subject to paragraph (b)
      below, as soon as reasonably practicable after receipt by it of a duly
      completed Transfer Certificate appearing on its face to comply with the
      terms of this Agreement and delivered in accordance with the terms of this
      Agreement, execute that Transfer
Certificate.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent shall only be obliged to execute a Transfer Certificate delivered to
      it by the Existing Lender and the New Lender once it is satisfied it has
      complied with all necessary "know your customer" or other similar checks
      under all applicable laws and regulations in relation to the transfer to
      such New Lender.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              On
      the Transfer Date:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              to
      the extent that in the Transfer Certificate the Existing Lender seeks to
      transfer by novation its rights and obligations under the Finance
      Documents the Borrower and the Existing Lender shall be released from
      further obligations towards one another under the Finance Documents and
      their respective rights against one another under the Finance Documents
      shall be cancelled (being the "Discharged Rights and
      Obligations");

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              the
      Borrower and the New Lender shall assume obligations towards one another
      and/or acquire rights against one another which differ from the Discharged
      Rights and Obligations only insofar as the Borrower and the New Lender
      have assumed and/or acquired the same in place of the Borrower and the
      Existing Lender;

            


    

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Agent, the New Lender and other Lenders shall acquire the same rights and
      assume the same obligations between themselves as they would have acquired
      and assumed had the New Lender been an Original the Lender with the rights
      and/or obligations acquired or assumed by it as a result of the transfer
      and to that extent the Agent, and the Existing Lender shall each be
      released from further obligations to each other under the Finance
      Documents; and

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              the
      New Lender shall become a Party as "the
Lender".

            


    

     

     

    
      	
              21.5

            	
              Copy
      of Transfer Certificate to the
Borrower

            


    

     

    The Agent
shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer
Certificate.

     

     

    
      	
              21.6

            	
              Disclosure
      of information

            


    

     

    Any
Lender may disclose to any of its Affiliates and any other person:

     

     

    
      	
               
      

            	
              (a)

            	
              to
      (or through) whom that the Lender assigns or transfers (or may potentially
      assign or transfer) all or any of its rights and obligations under this
      Agreement;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              with
      (or through) whom that the Lender enters into (or may potentially enter
      into) any sub-participation in relation to, or any other transaction under
      which payments are to be made by reference to, this Agreement or any
      Obligor; or

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              to
      whom, and to the extent that, information is required to be disclosed by
      any applicable law or regulation,

            


    

     

    any
information about any Obligor, and the Finance Documents as that the Lender
shall consider appropriate if, in relation to paragraphs (a) and (b) above, the
person to whom the information is to be given has entered into a Confidentiality
Undertaking.

     

     

    
      	
              21.7

            	
              Use
      of the Collateral

            


    

     

    Notwithstanding
anything to the contrary contained herein or in any Finance Documents, the
Security Trustee shall have free and unrestricted use of all Collateral (subject
to the provisions of the Finance Documents) and, except as provided below,
nothing in this Agreement shall preclude the Security Trustee from engaging in
repurchase transactions with the Collateral or otherwise pledging, repledging,
transferring, hypothecating, or rehypothecating the Collateral, on terms, and
subject to conditions, within the Security Trustee's absolute
discretion.  Nothing contained in this Agreement shall oblige the
Security Trustee to segregate any Collateral delivered to the Security Trustee
by the Borrower; provided however, the documents evidencing such repurchase
transaction or pledge or hypothecation shall be consistent with the terms of
this Agreement and the other Finance Documents including, but not limited to,
the rights of the Borrower to have the Collateral delivered to the Borrower upon
repayment of all of the Loans.

     

     

    
      	
              22.

            	
              CHANGES
      TO THE OBLIGORS

            


    

     

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

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

     

    SECTION
9

    THE
FINANCE PARTIES

     

     

    
      	
              23.

            	
              ROLE
      OF THE AGENT 

            


    

     

     

    
      	
              23.1

            	
              Appointment
      of the Agent and the Security
Trustee

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Each
      other Finance Party appoints the Agent to act as its agent under and in
      connection with the Finance
Documents.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Each
      other Finance Party authorises the Agent to exercise the rights, powers,
      authorities and discretions specifically given to the Agent under or in
      connection with the Finance Documents together with any other incidental
      rights, powers, authorities and
discretions.

            


    

     

     

    
      	
              23.2

            	
              Duties
      of the Agent

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Agent shall promptly forward to a Party the original or a copy of any
      document which is delivered to the Agent for that Party by any other
      Party.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Except
      where a Finance Document specifically provides otherwise, the Agent is not
      obliged to review or check the adequacy, accuracy or completeness of any
      document it forwards to another
Party.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              If
      the Agent receives notice from a Party referring to this Agreement,
      describing a Default and stating that the circumstance described is a
      Default, it shall promptly notify the other Finance
    Parties.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              If
      the Agent is aware of the non-payment of any principal, interest,
      commitment fee or other fee payable to a Finance Party (other than the
      Agent) under this Agreement it shall promptly notify the other Finance
      Parties.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              The
      Agent's duties under the Finance Documents are solely mechanical and
      administrative in nature.

            


    

     

     

    
      	
              23.3

            	
              No
      fiduciary duties

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Except
      as provided in Clause 23.16 (Deduction from amounts payable
      by the Agent) nothing in this Agreement constitutes the Agent as a
      trustee or fiduciary of any other
person.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent shall not be bound to account to any Lender for any sum or the
      profit element of any sum received by it for its own
    account.

            


    

     

     

    
      	
              23.4

            	
              Business
      with Affiliates

            


    

     

    The Agent
may accept deposits from, lend money to and generally engage in any kind of
banking or other business with any Obligor or any Affiliate
thereof.

     

     

    
      	
              23.5

            	
              Rights
      and discretions of the Agent

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Agent may rely on:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              any
      representation, notice or document believed by it to be genuine, correct
      and appropriately authorised; and

            


    

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              any
      statement made by a director, authorised signatory or employee of any
      person regarding any matters which may reasonably be assumed to be within
      his knowledge or within his power to
verify.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent may assume (unless it has received notice to the contrary in its
      capacity as agent for the Lenders)
that:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              no
      Default has occurred (unless it has actual knowledge of a Default arising
      under Clause 20.1 (Non-payment));

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              any
      right, power, authority or discretion vested in any Party or the Majority
      Lenders has not been exercised; and

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              any
      notice or request made by the Borrower (other than a Request for
      Borrowing) is made on behalf of and with the consent and knowledge of the
      Guarantor.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent may engage, pay for and rely on the advice or services of any
      lawyers, accountants, surveyors or other
  experts.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              The
      Agent may act in relation to the Finance Documents through its personnel
      and agents.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              The
      Agent may disclose to any other Party any information it reasonably
      believes it has received as agent under this
  Agreement.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              Notwithstanding
      any other provision of any Finance Document to the contrary, the Agent is
      not obliged to do or omit to do anything if it would or might in its
      reasonable opinion constitute a breach of any law or regulation or a
      breach of a fiduciary duty or duty of
  confidentiality.

            


    

     

     

    
      	
              23.6

            	
              Majority
      Lenders' instructions

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Unless
      a contrary indication appears in a Finance Document, the Agent shall (i)
      exercise any right, power, authority or discretion vested in it as the
      Agent in accordance with any instructions given to it by the Majority
      Lenders (or, if so instructed by the Majority Lenders, refrain from
      exercising any right, power, authority or discretion vested in it as the
      Agent) and (ii) not be liable for any act (or omission) if it acts (or
      refrains from taking any action) in accordance with an instruction of the
      Majority Lenders.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Unless
      a contrary indication appears in a Finance Document, any instructions
      given by the Majority Lenders will be binding on all the Finance
      Parties.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent may refrain from acting in accordance with the instructions of the
      Majority Lenders (or, if appropriate, the Lenders) until it has received
      such security as it may require for any cost, loss or liability (together
      with any associated VAT) which it may incur in complying with the
      instructions.

            


    

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              In
      the absence of instructions from the Majority Lenders, (or, if
      appropriate, the Lenders) the Agent may act (or refrain from taking
      action) as it considers to be in the best interest of the
      Lenders.

            


    

     

     

    
      	
               
      

            	
              (e)

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

            


    

     

     

    
      	
              23.7

            	
              Responsibility
      for documentation

            


    

     

    The Agent
is not:

     

     

    
      	
               
      

            	
              (a)

            	
              responsible
      for the adequacy, accuracy and/or completeness of any information (whether
      oral or written) supplied by the Agent, an Obligor or any other person
      given in or in connection with any Finance Document or the Information
      Memorandum; or

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              responsible
      for the legality, validity, effectiveness, adequacy or enforceability of
      any Finance Document or any other agreement, arrangement or document
      entered into, made or executed in anticipation of or in connection with
      any Finance Document.

            


    

     

     

    
      	
              23.8

            	
              Exclusion
      of liability

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Without
      limiting paragraph (b) below (and without prejudice to the provisions of
      paragraph (e) of Clause 26.9 (Disruption to Payment Systems
      etc.), the Agent will not be liable (including without limitation,
      for negligence or any other category of liability whatsoever) for any
      action taken by it under or in connection with any Finance Document,
      unless directly caused by its gross negligence or wilful
      misconduct.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              No
      Party (other than the Agent) may take any proceedings against any officer,
      employee or agent of the Agent in respect of any claim it might have
      against the Agent or in respect of any act or omission of any kind by that
      officer, employee or agent in relation to any Finance Document and any
      officer, employee or agent of the Agent may rely on this Clause subject to
      Clause 1.3 (Third
      Party Rights) and the provisions of the Third Parties
      Act.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent will not be liable for any delay (or any related consequences) in
      crediting an account with an amount required under the Finance Documents
      to be paid by the Agent if the Agent has taken all necessary steps as soon
      as reasonably practicable to comply with the regulations or operating
      procedures of any recognised clearing or settlement system used by the
      Agent for that purpose.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Nothing
      in this Agreement shall oblige the Agent to carry out any "know your
      customer" or other checks in relation to any person on behalf of any
      Lender and each Lender confirms to the Agent that it is solely responsible
      for any such checks it is required to carry out and that it may not rely
      on any statement in relation to such checks made by the
    Agent.

            


    

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    

     

    
      	
              23.9

            	
              Lenders'
      indemnity to the Agent

            


    

     

    Each
Lender shall (in proportion to its share of the Total Maximum Credit or, if the
Total Maximum Credit is then zero, to its share of the Total Maximum Credit
immediately prior to their reduction to zero) indemnify the Agent, within three
Business Days of demand, against any cost, loss or liability (including, without
limitation, for negligence or any other category of liability whatsoever)
incurred by the Agent (otherwise than by reason of the Agent's gross negligence
or wilful misconduct) (or, in the case of any cost, loss or liability pursuant
to Clause 26.9 (Disruption to Payment Systems
etc.) notwithstanding the Agent's negligence, gross negligence, or any
other category of liability whatsoever but not including any claim based on the
fraud of the Agent) in acting as the Agent under the Finance Documents (unless
the Agent has been reimbursed by an Obligor pursuant to a Finance
Document).

     

     

    
      	
              23.10

            	
              Resignation
      of the Agent

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Agent may resign and appoint one of its Affiliates acting through an
      office in the United Kingdom as successor by giving notice to the other
      Finance Parties and the Borrower.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Alternatively
      the Agent may resign by giving notice to the other Finance Parties and the
      Borrower, in which case the Majority Lenders (after consultation with the
      Borrower) may appoint a successor
agent.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              If
      the Majority Lenders have not appointed a successor agent in accordance
      with paragraph (b) above within thirty (30) days after notice of
      resignation was given, the Agent (after consultation with the Borrower)
      may appoint a successor agent (acting through an office in the United
      Kingdom).

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              The
      Agent shall, at its own cost, make available to the successor agent such
      documents and records and provide such assistance as the successor agent
      may reasonably request for the purposes of performing its functions as the
      Agent under the Finance Documents.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              The
      Agent's resignation notice shall only take effect upon the appointment of
      a successor.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              Upon
      the appointment of a successor, the retiring Agent shall be discharged
      from any further obligation in respect of the Finance Documents but shall
      remain entitled to the benefit of this Clause 23.  Its successor
      and each of the other Parties shall have the same rights and obligations
      amongst themselves as they would have had if such successor had been an
      original Party.

            


    

     

     

    
      	
               
      

            	
              (g)

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

            


    

     

     

    
      	
              23.11

            	
              Confidentiality

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              In
      acting as agent for the Finance Parties, the Agent shall be regarded as
      acting through its agency division which shall be treated as a separate
      entity from any other of its divisions or
  departments.

            


    

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              If
      information is received by another division or department of the Agent, it
      may be treated as confidential to that division or department and the
      Agent shall not be deemed to have notice of
it.

            


    

     

     

    
      	
              23.12

            	
              Relationship
      with the Lenders

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Agent may treat each Lender as a Lender, entitled to payments under this
      Agreement and acting through its Facility Office unless it has received
      not less than five (5) Business Days prior notice from that Lender to the
      contrary in accordance with the terms of this
  Agreement.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Each
      Lender shall supply the Agent with any information required by the Agent
      in order to calculate the Mandatory Cost in accordance with Schedule 4
      (Mandatory Cost
      formulae).

            


    

     

     

    
      	
              23.13

            	
              Credit
      appraisal by the Lenders

            


    

     

    Without
affecting the responsibility of any Obligor for information supplied by it or on
its behalf in connection with any Finance Document, each Lender confirms to the
Agent that it has been, and will continue to be, solely responsible for making
its own independent appraisal and investigation of all risks arising under or in
connection with any Finance Document including but not limited to:

     

     

    
      	
               
      

            	
              (a)

            	
              the
      financial condition, status and nature of each
  Obligor;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              the
      legality, validity, effectiveness, adequacy or enforceability of any
      Finance Document and any other agreement, arrangement or document entered
      into, made or executed in anticipation of, under or in connection with any
      Finance Document;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              whether
      that Lender has recourse, and the nature and extent of that recourse,
      against any Party or any of its respective assets under or in connection
      with any Finance Document, the transactions contemplated by the Finance
      Documents or any other agreement, arrangement or document entered into,
      made or executed in anticipation of, under or in connection with any
      Finance Document; and

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              the
      adequacy, accuracy and/or completeness of the Information Memorandum and
      any other information provided by the Agent, any Party or by any other
      person under or in connection with any Finance Document, the transactions
      contemplated by the Finance Documents or any other agreement, arrangement
      or document entered into, made or executed in anticipation of, under or in
      connection with any Finance
Document.

            


    

     

     

    
      	
              23.14

            	
              Reference
      Banks

            


    

     

    If a
Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it
is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with
the Borrower) appoint another Lender or an Affiliate of a Lender to replace that
Reference Bank.

     

     

    
      	
              23.15

            	
              The
      Agent's Management Time

            


    

     

    Except
for any amount to be paid to the Agent in respect of any proposed or actual
syndication of a Loan (which amount shall be paid by the Lenders) any amount
payable to the Agent under

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

     

    Clause 15
(Costs and expenses)
and Clause 15 (Lenders'
indemnity to the Agent) shall include the cost of utilising the Agent's
management time or other resources and will be calculated on the basis of such
reasonable daily or hourly rates as the Agent may agree with the Borrower and
the Lenders, and is in addition to any fee paid or payable to the Agent under
Clause 15 (Fees).

     

     

    
      	
              23.16

            	
              Deduction
      from amounts payable by the Agent

            


    

     

    If any
Party owes an amount to the Agent under the Finance Documents the Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to
make under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed.  For the purposes of the Finance
Documents that Party shall be regarded as having received any amount so
deducted.

     

     

    
      	
              23.17

            	
              The
      Security Trustee as trustee

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Security Trustee declares that it holds all rights, title and interests
      in, to and under those Finance Documents to which it is a party and
      expressed to be a trustee (acting as trustee for the Finance Parties), and
      all proceeds of the enforcement of such Finance Documents, on trust for
      the Finance Parties from time to time.  This trust shall remain
      in force even if the Security Trustee (in whatever capacity) is at any
      time the sole Finance Party.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Security Trustee, in its capacity as trustee or otherwise under any
      Finance Document is not liable for any
failure:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              to
      require the deposit with it of any title deed, any Finance Document; or
      any other documents in connection with any Finance
    Document;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              in
      it (or its solicitors) holding any title deed, any Finance Document or any
      other documents in connection with any Finance Document in its own
      possession or to take any steps to protect or preserve the same including
      permitting the Borrower to retain any such title deeds, any Finance
      Documents or any other documents;

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              to
      obtain any licence, consent or other authority for the execution,
      delivery, validity, legality, adequacy, performance, enforceability or
      admissibility in evidence of any such Finance
  Document;

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              to
      effect or ensure registration of or otherwise protect any of the security
      created by any such Finance Document by registering the same under the
      Land Registration Act 2002 or any other applicable registration laws in
      any jurisdiction or otherwise by registering any notice, caution or other
      entry prescribed by or pursuant to the provisions of the said Act or
      laws;

            


    

     

     

    
      	
               
      

            	
              (v)

            	
              to
      take or require the Borrower to take any step to render the security
      created or purported to be created by or pursuant to any such Finance
      Document effective or to secure the creation of any ancillary security
      under the laws of any jurisdiction;

            


    

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (vi)

            	
              to
      require any further assurances in relation to any such Finance Document;
      or

            


    

     

     

    
      	
               
      

            	
              (vii)

            	
              to
      insure any asset or require any other person to maintain any such
      insurance or be responsible for any loss which may be suffered by any
      person as a result of the lack, or inadequacy or insufficiency, of any
      such insurance.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              The
      Security Trustee may accept, without enquiry, any right or title that the
      Borrower may (or may purport to) have to any asset which is the subject of
      any such Finance Document and shall not be bound or concerned to
      investigate or make any enquiry into the right or title of the Borrower to
      any such asset or to require the Borrower to remedy any defect in its
      right or title to the same.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Save
      as otherwise provided in the Finance Documents, all moneys, which under
      the trusts contained in any Finance Document are received by the Security
      Trustee in its capacity as trustee or otherwise, may be invested in the
      name of, or under the control of, the Security Trustee in any investment
      for the time being authorised by English law for the investment by a
      trustee of trust money or in any other investments which may be selected
      by the Security Trustee.  Additionally, the same may be placed
      on deposit in the name of, or under the control of, the Security Trustee
      at such bank or institution (including the Security Trustee) and upon such
      terms as the Agent may think fit.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              Section
      1 of the Trustee Act 2000 shall not apply to the duties of the Security
      Trustee in relation to the trusts constituted by any Finance
      Document.  Where there are any inconsistencies between that Act
      and the provisions of that Finance Document, the provisions of that
      Finance Document shall, to the extent allowed by law, prevail and, in the
      case of any inconsistency with that Act, the provisions of that Finance
      Document shall constitute a restriction or exclusion for the purposes of
      that Act.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              The
      perpetuity period for the trusts in this Agreement is 80
      years.

            


    

     

     

    
      	
              24.

            	
              Conduct
      of business by the Finance Parties

            


    

     

    No
provision of this Agreement will:

     

     

    
      	
               
      

            	
              (a)

            	
              interfere
      with the right of any Finance Party to arrange its affairs (tax or
      otherwise) in whatever manner it thinks
fit;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              oblige
      any Finance Party to investigate or claim any credit, relief, remission or
      repayment available to it or the extent, order and manner of any claim;
      or

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              oblige
      any Finance Party to disclose any information relating to its affairs (tax
      or otherwise) or any computations in respect of
  Tax.

            


    

     

     

    
      	
              25.

            	
              SHARING
      AMONG THE FINANCE PARTIES

            


    

     

     

    
      	
              25.1

            	
              Payments
      to Finance Parties

            


    

     

    If a
Finance Party (a "Recovering
Finance Party") receives or recovers any amount from an Obligor other
than in accordance with Clause 26 (Payment mechanics) and
applies that amount to a payment due under the Finance Documents
then:

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      Recovering Finance Party shall, within three (3) Business Days, notify
      details of the receipt or recovery, to the
  Agent;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              the
      Agent shall determine whether the receipt or recovery is in excess of the
      amount the Recovering Finance Party would have been paid had the receipt
      or recovery been received or made by the Agent and distributed in
      accordance with Clause 26 (Payment mechanics),
      without taking account of any Tax which would be imposed on the Agent in
      relation to the receipt, recovery or distribution;
  and

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              the
      Recovering Finance Party shall, within three (3) Business Days of demand
      by the Agent, pay to the Agent an amount (the "Sharing Payment") equal
      to such receipt or recovery less any amount which the Agent determines may
      be retained by the Recovering Finance Party as its share of any payment to
      be made, in accordance with the
Debenture.

            


    

     

     

    
      	
              25.2

            	
              Redistribution
      of payments

            


    

     

    The Agent
shall treat the Sharing Payment as if it had been paid by the relevant Obligor
and distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with the Debenture.

     

     

    
      	
              25.3

            	
              Recovering
      Finance Party's rights

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              On
      a distribution by the Agent under Clause 25.2 (Redistribution of
      payments), the Recovering Finance Party will be subrogated to the
      rights of the Finance Parties which have shared in the
      redistribution.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              If
      and to the extent that the Recovering Finance Party is not able to rely on
      its rights under paragraph (a) above, the relevant Obligor shall be liable
      to the Recovering Finance Party for a debt equal to the Sharing Payment
      which is immediately due and
payable.

            


    

     

     

    
      	
              25.4

            	
              Reversal
      of redistribution

            


    

     

    If any
part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party,
then:

     

     

    
      	
               
      

            	
              (a)

            	
              each
      Finance Party which has received a share of the relevant Sharing Payment
      pursuant to Clause 25.2 (Redistribution of
      payments) shall, upon request of the Agent, pay to the Agent for
      the account of that Recovering Finance Party an amount equal to the
      appropriate part of its share of the Sharing Payment (together with an
      amount as is necessary to reimburse that Recovering Finance Party for its
      proportion of any interest on the Sharing Payment which that Recovering
      Finance Party is required to pay);
and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              that
      Recovering Finance Party's rights of subrogation in respect of any
      reimbursement shall be cancelled and the relevant Obligor will be liable
      to the reimbursing Finance Party for the amount so
    reimbursed.

            


    

     

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    

     

    
      	
              25.5

            	
              Exceptions

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              This
      Clause 25 shall not apply to the extent that the Recovering Finance Party
      would not, after making any payment pursuant to this Clause, have a valid
      and enforceable claim against the relevant
  Obligor.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              A
      Recovering Finance Party is not obliged to share with any other Finance
      Party any amount which the Recovering Finance Party has received or
      recovered as a result of taking legal or arbitration proceedings,
      if:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              it
      notified that other Finance Party of the legal or arbitration proceedings;
      and

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              that
      other Finance Party had an opportunity to participate in those legal or
      arbitration proceedings but did not do so as soon as reasonably
      practicable having received notice and did not take separate legal or
      arbitration proceedings.

            


    

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    

     

    SECTION
10

    ADMINISTRATION

     

     

    
      	
              26.

            	
              PAYMENT
      MECHANICS

            


    

     

     

    
      	
              26.1

            	
              Payments
      to the Agent

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              On
      each date on which an Obligor or a Lender is required to make a payment
      under a Finance Document, that Obligor or the Lender shall make the same
      available to the Agent (unless a contrary indication appears in a Finance
      Document) for value on the due date at the time and in such funds
      specified by the Agent as being customary at the time for settlement of
      transactions in the relevant currency in the place of
    payment.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Payment
      shall be made to such account in the principal financial centre of the
      country of that currency (or, in relation to euro, in a principal
      financial centre in a Participating Member State or London) with such bank
      as the Agent specifies.

            


    

     

     

    
      	
              26.2

            	
              Distributions
      by the Agent

            


    

     

    Each
payment received by the Agent under the Finance Documents for another Party
shall, subject to Clause 26.3 (Distributions to an Obligor),
Clause 26.4 (Clawback)
and Clause 23.16 (Deduction from amounts payable by
the Agent) be made available by the Agent as soon as practicable after
receipt to the Party entitled to receive payment in accordance with this
Agreement (in the case of a Lender, for the account of its Facility Office), to
such account as that Party may notify to the Agent by not less than five (5)
Business Days' notice with a bank in the principal financial centre of the
country of that currency (or, in relation to euro, in the principal financial
centre of a Participating Member State or London).

     

     

    
      	
              26.3

            	
              Distributions
      to an Obligor

            


    

     

    The Agent
may (with the consent of the Obligor or in accordance with Clause 27 (Set-off)) apply any amount
received by it for that Obligor in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from that Obligor under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied.

     

     

    
      	
              26.4

            	
              Clawback

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Where
      a sum is to be paid to the Agent under the Finance Documents for another
      Party, the Agent is not obliged to pay that sum to that other Party (or to
      enter into or perform any related exchange contract) until it has been
      able to establish to its satisfaction that it has actually received that
      sum.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              If
      the Agent pays an amount to another Party and it proves to be the case
      that the Agent had not actually received that amount, then the Party to
      whom that amount (or the proceeds of any related exchange contract) was
      paid by the Agent shall on demand refund the same to the Agent together
      with interest on that amount from the date of payment to the date of
      receipt by the Agent, calculated by the Agent to reflect its cost of
      funds.

            


    

     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

     

    
      	
              26.5

            	
              No
      set-off by Obligors

            


    

     

    All
payments to be made by an Obligor under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.

     

     

    
      	
              26.6

            	
              Business
      Days

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the next Business Day.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              During
      any extension of the due date for payment of any principal or Unpaid Sum
      under this Agreement interest is payable on the principal or Unpaid Sum at
      the rate payable on the original due
date.

            


    

     

     

    
      	
              26.7

            	
              Currency
      of account

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to paragraphs (b) to (e) below, the Base Currency is the currency of
      account and payment for any sum due from an Obligor under any Finance
      Document.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              A
      repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall
      be made in the currency in which such Loan or Unpaid Sum is denominated on
      the due date.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              Each
      payment of interest shall be made in the currency in which the sum in
      respect of which the interest is payable was denominated when that
      interest accrued.

            


    

     

     

    
      	
               
      

            	
              (d)

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

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              Any
      amount expressed to be payable in a currency other than the Base Currency
      shall be paid in that other
currency.

            


    

     

     

    
      	
              26.8

            	
              Change
      of currency

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Unless
      otherwise prohibited by law, if more than one currency or currency unit
      are at the same time recognised by the central bank of any country as the
      lawful currency of that country,
then:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              any
      reference in the Finance Documents to, and any obligations arising under
      the Finance Documents in, the currency of that country shall be translated
      into, or paid in, the currency or currency unit of that country designated
      by the Agent (after consultation with the Borrower);
  and

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              any
      translation from one currency or currency unit to another shall be at the
      official rate of exchange recognised by the central bank for the
      conversion of that currency or currency unit into the other, rounded up or
      down by the Agent (acting
reasonably).

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              If
      a change in any currency of a country occurs, this Agreement will, to the
      extent the Agent (acting reasonably and after consultation with the
      Borrower) specifies to be necessary, be amended to comply with any
      generally accepted conventions and market practice in the Relevant
      Interbank Market and otherwise to reflect the change in
      currency.

            


    

     

    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        

      

    

     

    
      	
              26.9

            	
              Disruption
      to Payment Systems etc.

            


    

     

    If either
the Agent determines (in its discretion) that a Disruption Event has occurred or
the Agent is notified by the Borrower that a Disruption Event has
occurred:

     

     

    
      	
               
      

            	
              (a)

            	
              the
      Agent may, and shall if requested to do so by the Borrower, consult with
      the Borrower with a view to agreeing with the Borrower such changes to the
      operation or administration of the Facility as the Agent may deem
      necessary in the circumstances;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              the
      Agent shall not be obliged to consult with the Borrower in relation to any
      changes mentioned in paragraph (a) if, in its opinion, it is not
      practicable to do so in the circumstances and, in any event, shall have no
      obligation to agree to such
changes;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              the
      Agent may consult with the Finance Parties in relation to any changes
      mentioned in paragraph (a) but shall not be obliged to do so if, in its
      opinion, it is not practicable to do so in the
    circumstances;

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              any
      such changes agreed upon by the Agent and the Borrower shall (whether or
      not it is finally determined that a Disruption Event has occurred) be
      binding upon the Parties as an amendment to (or, as the case may be,
      waiver of) the terms of the Finance Documents notwithstanding the
      provisions of Clause 32 (Amendments and
      Waivers);

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              the
      Agent shall not be liable for any damages, costs or losses
      whatsoever  (including, without limitation for negligence, gross
      negligence or any other category of liability whatsoever but not including
      any claim based on the fraud of the Agent) arising as a result of its
      taking, or failing to take, any actions pursuant to or in connection with
      this Clause 26.9; and

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              the
      Agent shall notify the Finance Parties of all changes agreed pursuant to
      paragraph (d) above.

            


    

     

     

    
      	
              27.

            	
              SET-OFF

            


    

     

    In
addition to any rights and remedies of the Lender provided by this Agreement and
by law, the Lender shall have the right, without prior notice to the Borrower,
and such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to
set-off and appropriate and apply against such amount any and all deposits of
the Borrower (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the Lender or any Affiliate thereof to
or for the credit or the account of the Borrower.  The Lender agrees
promptly to notify the Borrower after any such set-off and application made by
the Lender provided that
the failure to give such notice shall not affect the validity of such set-off
and application.

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

    
      	
              28.

            	
              NOTICES

            


    

     

     

    
      	
              28.1

            	
              Communications
      in writing

            


    

     

    Any
communication to be made under or in connection with the Finance Documents shall
be made in writing and, unless otherwise stated, may be made by fax or
letter.

     

     

    
      	
              28.2

            	
              Addresses

            


    

     

    The
address and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with the Finance
Documents is:

     

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of the Borrower, that identified with its name
    below;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of each Lender, that notified in writing to the Agent on or prior
      to the date on which it becomes a
Party;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of the Initial Lender, that identified with its name below;
      and

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              in
      the case of the Agent, that identified with its name
  below,

            


    

     

    or any
substitute address or fax number or department or officer as the Party may
notify to the Agent (or the Agent may notify to the other Parties, if a change
is made by the Agent) by not less than five (5) Business Days'
notice.

     

     

    
      	
              28.3

            	
              Delivery

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Any
      communication or document made or delivered by one person to another under
      or in connection with the Finance Documents will only be
      effective:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              if
      by way of fax, when received in legible form;
or

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              if
      by way of letter, when it has been left at the relevant address or five
      (5) Business Days after being deposited in the post postage prepaid in an
      envelope addressed to it at that
address,

            


    

     

    and, if a
particular department or officer is specified as part of its address details
provided under Clause 28.2 (Addresses), if addressed to
that department or officer.

     

     

    
      	
               
      

            	
              (b)

            	
              Any
      communication or document to be made or delivered to the Agent will be
      effective only when actually received by the Agent and then only if it is
      expressly marked for the attention of the department or officer identified
      with the Agent's signature below (or any substitute department or officer
      as the Agent shall specify for this
purpose).

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              All
      notices from or to an Obligor shall be sent through the
    Agent.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Any
      communication or document made or delivered to the Borrower in accordance
      with this Clause will be deemed to have been made or delivered to the
      Guarantor.

            


    

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

     

    
      	
              28.4

            	
              Notification
      of address and fax number

            


    

     

    Promptly
upon receipt of notification of an address and fax number or change of address
or fax number pursuant to Clause 0 (Addresses) or changing its
own address or fax number, the Agent shall notify the other
Parties.

     

     

    
      	
              28.5

            	
              Electronic
      communication

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Any
      communication to be made between the Agent and a Lender under or in
      connection with the Finance Documents may be made by electronic mail or
      other electronic means, if the Agent and the relevant
    Lender:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              agree
      that, unless and until notified to the contrary, this is to be an accepted
      form of communication;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              notify
      each other in writing of their electronic mail address and/or any other
      information required to enable the sending and receipt of information by
      that means; and

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              notify
      each other of any change to their address or any other such information
      supplied by them.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Any
      electronic communication made between the Agent and a Lender will be
      effective only when actually received in readable form and in the case of
      any electronic communication made by a Lender to the Agent only if it is
      addressed in such a manner as the Agent shall specify for this
      purpose.

            


    

     

     

    
      	
              28.6

            	
              English
      language

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Any
      notice given under or in connection with any Finance Document must be in
      English.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              All
      other documents provided under or in connection with any Finance Document
      must be:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              in
      English; or

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              if
      not in English, and if so required by the Agent, accompanied by a
      certified English translation and, in this case, the English translation
      will prevail unless the document is a constitutional, statutory or other
      official document.

            


    

     

     

    
      	
              29.

            	
              CALCULATIONS
      AND CERTIFICATES

            


    

     

     

    
      	
              29.1

            	
              Accounts

            


    

     

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

     

     

    
      	
              29.2

            	
              Certificates
      and Determinations

            


    

     

    Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.

     

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     

    
      	
              29.3

            	
              Day
      count convention

            


    

     

    Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the Relevant
Interbank Market differs, in accordance with that market practice.

     

     

    
      	
              30.

            	
              PARTIAL
      INVALIDITY

            


    

     

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

     

     

    
      	
              31.

            	
              REMEDIES
      AND WAIVERS

            


    

     

    No
failure to exercise, nor any delay in exercising, on the part of any Finance
Party, any right or remedy under the Finance Documents 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 Agreement are
cumulative and not exclusive of any rights or remedies provided by
law.

     

     

    
      	
              32.

            	
              AMENDMENTS
      AND WAIVERS

            


    

     

     

    
      	
              32.1

            	
              Required
      consents

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Clause 32.2 (Exceptions) any term of
      the Finance Documents may be amended or waived only with the consent of
      the Majority Lenders and the Obligors and any such amendment or waiver
      will be binding on all Parties.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent may effect, on behalf of any Finance Party, any amendment or waiver
      permitted by this Clause.

            


    

     

     

    
      	
              32.2

            	
              Exceptions

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              An
      amendment or waiver that has the effect of changing or which relates
      to:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              the
      definition of "Majority Lenders" in Clause 0
      (Definitions);

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              an
      extension to the date of payment of any amount under the Finance
      Documents;

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              a
      reduction in the amount of any payment of principal, interest, fees or
      commission payable;

            


    

     

     

    
      	
               
      

            	
              (iv)

            	
              an
      increase in or an extension of any
Loan;

            


    

     

     

    
      	
               
      

            	
              (v)

            	
              a
      change to the Borrower or the
Guarantor;

            


    

     

     

    
      	
               
      

            	
              (vi)

            	
              any
      provision which expressly requires the consent of all Lenders;
      or

            


    

     

     

    
      	
               
      

            	
              (vii)

            	
              Clause
      24 (Conduct of Business
      by the Finance Parties), Clause 21 (Changes to the Lenders)
      or this Clause 32.

            


    

     

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    

     

    shall not
be made without the prior consent of all the Lenders.

     

     

    
      	
               
      

            	
              (b)

            	
              An
      amendment or waiver which relates to the rights or obligations of the
      Agent may not be effected without the consent of the
  Agent.

            


    

     

     

    
      	
              33.

            	
              COUNTERPARTS

            


    

     

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

     

     

    
      	
              33.1

            	
              Servicing

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower covenants to maintain or cause the servicing of the Collateral to
      be maintained in conformity with accepted and prudent servicing practices
      in the industry for the same type of collateral as the Collateral and in a
      manner at least equal in quality to the servicing the Borrower provides
      for mortgage loans, mezzanine loans and equity interests which it
      owns.  In the event that the preceding language is interpreted
      as constituting one or more servicing contracts, each such servicing
      contract shall terminate automatically upon the earliest of (i) an Event
      of Default; or (ii) the transfer of servicing approved by the
      Borrower.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              If
      the Collateral is serviced by the Borrower, (i) the Borrower agrees and
      acknowledges that the Security Trustee is the assignee by way of security
      of all servicing records, including but not limited to any and all
      servicing agreements, files, documents, records, data bases, computer
      tapes, copies of computer tapes, proof of insurance coverage, insurance
      policies, appraisals, other closing documentation, payment history
      records, and any other records relating to or evidencing the servicing of
      Collateral (the "Servicing Records"). The
      Borrower covenants to safeguard such Servicing Records and to deliver them
      promptly to the Lender or its designee (including the Custodian) at the
      Security Trustee's request.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              If
      the Collateral is serviced by a third party servicer (such third party
      servicer, "the
      Servicer"), the Borrower (i) shall provide a copy of the servicing
      agreement to the Security Trustee and the Agent, which shall be in form
      and substance acceptable to the Agent, together with all addendums thereto
      (collectively, the "Servicing Agreement");
      and (ii) shall provide a Servicer Notice to the Servicer substantially in
      the form of Schedule 16 (Servicer Notice) (a
      "Servicer Notice")
      and shall cause the Servicer to acknowledge and agree to the
      same.  Any successor or assignee of a Servicer shall be approved
      in writing by the Agent and shall acknowledge and agree to a Servicer
      Notice prior to such successor’s assumption of servicing obligations with
      respect to any or all of the
Collateral.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              If
      the servicer of the Collateral is the Borrower or the Servicer is an
      Affiliate of the Borrower, the Borrower shall provide to the Agent and the
      Security Trustee a letter from the Borrower or the Servicer, as the case
      may be, to the effect that upon the occurrence and during the continuance
      of an Event of Default, the Security Trustee may terminate any Servicing
      Agreement and in any event transfer servicing to the Security Trustee's
      designee, at no cost or expense to the Security Trustee, it being agreed
      that the Borrower will pay any and all fees required to terminate the
      Servicing

            


    

     

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

     

    Agreement
and to effectuate the transfer of servicing to the designee of the Security
Trustee.

     

     

    
      	
               
      

            	
              (e)

            	
              In
      the event the Borrower or its Affiliate is servicing the Collateral, the
      Borrower shall permit the Security Trustee and the Agent, upon advance
      written notice to the Borrower (unless a Default or Event of Default shall
      have occurred and be continuing, in which case no notice shall be
      required), from time to time to inspect the Borrower’s or its Affiliate’s
      servicing facilities, as the case may be, for the purpose of satisfying
      the Security Trustee and the Agent that the Borrower or its Affiliate, as
      the case may be, has the ability to service the Collateral as provided in
      this Agreement.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              Irrespective
      of whether the Servicer is the Borrower or a third party servicer, the
      Borrower undertakes to procure that any monies received in respect of or
      derived from the Collateral will be paid forthwith into a Borrower Bank
      Account.

            


    

     

     

    
      	
              33.2

            	
              Periodic
      Due Diligence Review

            


    

     

    The
Borrower acknowledges that the Agent and the Security Trustee has the right to
perform continuing due diligence reviews (a "Due Diligence Review") with
respect to the Collateral and the manner in which they were originated, for the
purposes of verifying compliance with the representations, warranties and
specifications made hereunder, or otherwise, and the Borrower agrees that upon
reasonable (but no less than five (5) Business Days) prior notice to the
Borrower (unless a Default or Event of Default shall have occurred and be
continuing, in which case no notice shall be required), the Agent and the
Security Trustee or its authorised representatives will be permitted during
normal business hours to examine, inspect, and make copies and extracts of, the
Collateral Files and any and all documents, records, agreements, instruments or
information relating to such Collateral in the possession or under the control
of the Borrower and/or the Custodian.  The Borrower also shall make
available to the Agent and the Security Trustee a knowledgeable financial or
accounting officer for the purpose of answering questions respecting the
Collateral Files and the Collateral.  Without limiting the generality
of the foregoing, the Borrower acknowledges that the Lenders may make the Loans
to the Borrower based solely upon the information provided by the Borrower to
the Agent and the representations, warranties and covenants contained herein,
and that the Agent, at its option, has the right at any time to conduct a
partial or complete due diligence review on some or all of the Collateral Files
securing the Secured Obligations, including without limitation ordering new
credit reports and new Appraisals from a valuer and in a form each reasonably
acceptable to the Borrower on the related Encumbered Properties and otherwise
re-generating the information used to originate such Eligible
Collateral.  The Agent may underwrite the Eligible Collateral itself
or engage a mutually agreed upon third party underwriter to perform such
underwriting.  The Borrower agrees to cooperate with the Agent and any
third party underwriter in connection with such underwriting, including, but not
limited to, providing the Agent and any third party underwriter with access to
any and all documents, records, agreements, instruments or information relating
to the Eligible Collateral in the possession, or under the control, of the
Borrower.  The Borrower further agrees that the Borrower shall
reimburse the Agent and the Security Trustee for any and all out-of-pocket costs
and expenses incurred by the Agent and the Security Trustee in connection with
the their respective activities pursuant to this Clause 33.2. Provided that the Borrower
shall not reimburse the Agent in

     

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

     

    respect
of any Due Diligence Review carried out in respect of the origination of any
item of Collateral, sourced or provided by MS & Co.

     

     

    
      	
              33.3

            	
              Disclaimers

            


    

     

    Each
determination by the Agent of the Asset Value of one or more items of Eligible
Collateral or the communication to the Borrower of any other information
pertaining to Asset Value under this Agreement shall be subject to the following
disclaimers:

     

     

    
      	
               
      

            	
              (a)

            	
              the
      Agent has assumed and relied upon, with the Borrower’s consent and without
      independent verification, the accuracy and completeness of the information
      provided by the Borrower and reviewed by the Agent.  The Agent
      has not made any independent inquiry of any aspect of the subject items of
      Eligible Collateral or collateral underlying such item of Eligible
      Collateral or of the other assets or liabilities or creditworthiness of
      any Collateral Obligor.  The Agent's view is based on economic,
      market and other conditions as in effect on, and the information made
      available to the Agent as at, the date of any such determination or
      communication of information, and such view may change at any time without
      prior notice to the Borrower.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Asset
      Value determinations and other information provided to the Borrower
      constitute a statement of the Agent’s view of the value of one or more
      assets at a particular point in time and neither (i) constitute a bid for
      a particular trade, (ii) indicate a willingness on the part of the Agent
      or any Affiliate thereof to make such a bid, nor (iii) reflect a valuation
      for substantially similar assets at the same or another point in time, or
      for the same assets at another point in
time.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              Asset
      Value determinations and other information provided to the Borrower do not
      necessarily reflect the Agent’s internal bookkeeping or theoretical
      model-based valuations of the subject items of Eligible Collateral or
      substantially similar assets.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Asset
      Value determinations and other information provided to the Borrower may
      vary significantly from valuation determinations and other information
      which may be obtained from other
sources.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              Asset
      Value determinations and other information provided to the Borrower are
      provided for information purposes only in furtherance of the provisions of
      this Agreement, and are not an offer to enter into, transfer and assign,
      or terminate any transaction.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              Asset
      Value determinations and other information provided to the Borrower are
      communicated to the Borrower solely for its use and may not be relied upon
      by any other person and may not be disclosed or referred to publicly or to
      any third party without the prior written consent of the Agent, which
      consent the Agent may withhold or delay in its sole and absolute
      discretion.

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              the
      Agent makes no representations or warranties with respect to any Asset
      Value determinations or other information provided to the Borrower, the
      Agent nor the Lender shall be liable for any incidental or consequential
      damages arising out of any

            


    

     

    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    

     

    inaccuracy
in such valuation determinations and other information provided to the Borrower,
including as a result of any act of gross negligence or breach of any
warranty.

     

     

    
      	
               
      

            	
              (h)

            	
              Valuation
      indications and other information provided to the Borrower in connection
      with Clause 5 (Procedure
      for Loans) are only indicative of the Asset Value of the subject
      item of Eligible Collateral submitted to the Agent for consideration
      thereunder, and may change without notice to the Borrower prior to, or
      subsequent to, the pledge by the Borrower of such item of Eligible
      Collateral pursuant to Clause 5 (Procedure for
      Loans).  No indication is provided as to the Agent’s
      expectation of the future value of such item of Eligible
      Collateral.

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              Valuation
      indications and other information provided to the Borrower in connection
      Clause 5 (Procedure for
      Loans) are to be used by the Borrower for the sole purpose of
      determining whether to proceed in accordance with Clause 5 (Procedure for Loans)
      and for no other purpose.

            


    

     

     

    
      	
              34.

            	
              ENTIRE
      AGREEMENT

            


    

     

    This
Agreement and any document referred to in this Agreement constitute the entire
agreement and understanding between the parties relating to the subject matter
of this Agreement and supersede any previous agreements between the Parties
relating to the subject matter of this Agreement.

     

    
      
        
        

      

      
        -85-

        
          

        

      

      
        
        

      

    

     

    SECTION
11

    GOVERNING
LAW AND ENFORCEMENT

     

     

    
      	
              35.

            	
              GOVERNING
      LAW

            


    

     

    This
Agreement is governed by English law.

     

     

    
      	
              36.

            	
              ENFORCEMENT

            


    

     

     

    
      	
              36.1

            	
              Limited
      Recourse

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              Neither
      the Security Trustee or any Secured Party or any of the other parties
      hereto (nor any person acting on their behalf) shall be entitled at any
      time to institute against the Borrower, or join in any institution against
      the Borrower, of any bankruptcy, administration, monitoring,
      reorganisation, controlled management, arrangement, insolvency,
      examinership, winding up or liquidation proceedings or similar insolvency
      proceedings under any applicable bankruptcy or similar law in connection
      with any obligation of the Borrower under any Finance Document, save for
      lodging claims and exercising voting and all other rights available to
      creditors in the liquidation, winding-up, examinership or other insolvency
      or reorganisation proceedings of the Borrower which is initiated by
      another party or taking proceedings to obtain a declaration or judgment as
      to the obligation of the Borrower and provided that the
      Security Trustee or any Secured Party or any of the other parties hereto
      may appoint a receiver pursuant to the Law of Property Act, 1925 or the
      Conveyancing and Law of Property Act, 1881 of Ireland (as applicable) over
      any of the Borrower's assets if entitled to do so in accordance with and
      pursuant to this Debenture.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Security Trustee each of the Secured Parties and the other parties hereto
      hereby agree that they shall have recourse in respect of any claim against
      the Borrower only to the assets of the Borrower (provided always that this
      clause 36.1(b) shall in no way restrict or diminish the rights of a
      Finance Party under the Guarantee which shall remain in full force and
      effect notwithstanding that the recourse against the Borrower hereunder is
      so limited). In furtherance of the foregoing sentence, no recourse shall
      be had for the payment or performance of any obligation or liability
      hereunder or under any Finance Document or any claim based thereon against
      any director, officer or independent contractor of the Borrower except in
      the case of gross negligence or fraud on the part of such a person or in
      the event of statutory liability arising as a result of breach of law by
      that person.

            


    

     

     

    
      	
              36.2

            	
              Jurisdiction

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      courts of England have non-exclusive jurisdiction to settle any dispute
      arising out of or in connection with this Agreement (including a dispute
      regarding the existence, validity or termination of this Agreement) (a
      "Dispute").

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              The
      Parties agree that the courts of England are the most appropriate and
      convenient courts to settle Disputes and accordingly no Party will argue
      to the contrary.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              This
      Clause 36.12 is for the benefit of the Finance Parties only.  As
      a result, no Finance Party shall be prevented from taking proceedings
      relating to a Dispute in any

            


    

     

    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    

     

    other
courts with jurisdiction.  To the extent allowed by law, the Finance
Parties may take concurrent proceedings in any number of
jurisdictions.

     

     

    
      	
              36.3

            	
              Service
      of process

            


    

     

    Without
prejudice to any other mode of service allowed under any relevant law, each
Obligor (other than an Obligor incorporated in England and Wales):

     

     

    
      	
               
      

            	
              (a)

            	
              irrevocably
      appoints Blackrock Group Limited of 33 King William Street, London EC4R
      9AS as its agent for service of process in relation to any proceedings
      before the English courts in connection with any Finance Document;
      and

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              agrees
      that failure by an agent for service of process to notify the relevant
      Obligor of the process will not invalidate the proceedings
      concerned.

            


    

     

    This
Agreement has been entered into on the date stated at the beginning of this
Agreement.

     

    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
1



    The
Parties

     

    Part
I

     

    The
Obligors

     

    
      	
              Name
      of Borrower

            	
              Registration
      number (or equivalent, if any)

            
	
              AHR
      CAPITAL MS LIMITED

            	
              411989
      (IRELAND)

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Name
      of Guarantor

            	
              Registration
      number (or equivalent, if any)

            
	
              ANTHRACITE
      CAPITAL, INC.

            	
               N/A

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

     

     

     

    Part
II

     

    The
Lenders

     

    
      
        
          
            
              
                
                  	 
      	
                          Maximum
      Credit

                        
	
                          MORGAN
      STANLEY PRINCIPAL FUNDING INC.

                        	
                          $300,000,000

                        


                

              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        -89-

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
2

    


    [Conditions
Precedent]

     

     

    


    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
3



    [Request
for Borrowing]

     

     

     

    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
4

     

    [Mandatory
Cost Formulae] 

     

     

     

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
5



    [Form
of Transfer Certificate]

     

     

     

    
      
        
        

      

      
        -108-

        
          

        

      

      
        
        

      

    

    

 

    SCHEDULE
6

    


    [Reserved]

     

     

     

    
      
        
        

      

      
        -110-

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
7



    [Reserved]

     

     

     

    
      
        
        

      

      
        -111-

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
8



    [LMA
Form of Confidentiality Undertaking ]

     

     

     

    
      
        
        

      

      
        -112-

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
9



    [Reserved]

     

     

    


    
      
        
        

      

      
        -113-

        
          

        

      

      
        
        

      

    

    
    

    
       

       

       

      SCHEDULE
10



      [Pricing
Matrix]

       

       

       

      
        
          
          

        

        
          -114-

          
            

          

        

        
          
          

        

      

      


      
 

      SCHEDULE 11



      [Representations
And Warranties Re: Eligible Collateral]

       

       

       

      
        
          
          

        

        
          -115-

          
            

          

        

        
          
          

        

      

       

       

       

      SCHEDULE
12



      [Form
of Custodial Agreement]

       

       

       

      
        
          
          

        

        
          -116-

          
            

          

        

        
          
          

        

      

    

     

    
       

       

      SCHEDULE
13



      [Form
of Opinions Counsel to Borrower]

       

       

      


      
        
          
          

        

        
          -117-

          
            

          

        

        
          
          

        

      

       

       

       

      SCHEDULE
14


       

      [Reserved]

       

       

       

      
        
          
          

        

        
          -118-

          
            

          

        

        
          
          

        

      

       

      
 

      SCHEDULE
15

       

      [reserved]

       

       

       

      
        
          
          

        

        
          -119-

          
            

          

        

        
          
          

        

      

       

       

      


      SCHEDULE
16

      


      Servicer
Notice

       

       

      [FORM
OF SERVICER NOTICE]

       

      


       

      
        
          
          

        

        
          -120-