**Exhibit10.60**Dated 28 December 2007**LAS VEGAS SANDS CORP.****as Sponsor****and****SANDS MAURITIUS HOLDINGS****MBS HOLDINGS PTE. LTD.****as HoldCo****MARINA BAY SANDS PTE. LTD.****as Borrower****and****DBS BANK LTD.****acting as Security Trustee****SPONSOR SUPPORT AGREEMENT**relating to the Integrated Resort at Marina Bay, Singapore        **ALLEN & GLEDHILL LLP**  ONE MARINA BOULEVARD #28-00  SINGAPORE 018989
 

 
**TABLE OF CONTENTS****CLAUSE** **PAGE**     1. DEFINITIONS AND INTERPRETATION 12. SPONSOR AND HOLDCO FINANCING CONTRIBUTIONS 93. PROJECT UNDERTAKINGS 104. DEFECTS IN PURCHASE 125. RANKING 126. UNDERTAKINGS OF THE BORROWER 137. UNDERTAKINGS OF HOLDCO 138. UNDERTAKINGS OF THE SPONSOR 149. PERMITTED JUNIOR PAYMENTS 1510. TURNOVER 1511. SUBORDINATION ON INSOLVENCY 1712. CONSENTS 1913. PROTECTION OF SUBORDINATION 1914. NO RIGHTS IN FAVOUR OF HOLDCO OR SPONSOR 2115. POWER OF ATTORNEY 2216. SPONSOR AND HOLDCO REPRESENTATIONS 2217. PAYMENTS AND TAXES 2418. CALCULATIONS AND CERTIFICATES 2519. EXPENSES AND STAMP DUTY 2520. DURATION 2621. CHANGES TO THE PARTIES 2622. SENIOR CREDITORS’ RIGHTS AND LIABILITIES 2923. NOTICES 2924. MISCELLANEOUS 3125. GOVERNING LAW 3226. ENFORCEMENT 32**THE SCHEDULES**     **SCHEDULE** **PAGE**     Schedule 1 Form of Resignation Letter  34Schedule 2 Form of Notice to Intermediate Holdco  35
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THIS AGREEMENT is dated 28 December 2007 and made between:(1) **LAS VEGAS SANDS CORP.**, a Nevada corporation with corporate identification number C21244-2004(the “**Sponsor**”); (2) **SANDS MAURITIUS HOLDINGS**(“**Mauritius Holdco**”), registration number 58280C1/GBL and **MBSHOLDINGS PTE. LTD.**(“**Singapore HoldCo**”), registration number 200717802N (the “**OriginalHoldCos**”); (3) **MARINA BAY SANDS PTE. LTD.**, registration number 200507292R (the “**Borrower**”); and (4) **DBS BANK LTD.**as security trustee for the Secured Parties (the “**Security Trustee**”).BACKGROUND(A) The Borrower has entered into the relevant Commercial Documents with the Singapore TourismBoard pursuant to which the Borrower shall implement the Integrated Resort Project. (B) The Borrower has entered into the Senior Finance Documents with, amongst others, the SecurityTrustee and the Secured Parties pursuant to which the Secured Parties have agreed, subject tothe terms and conditions of the Senior Finance Documents, to make available to the Borrowerspecified facilities to finance and refinance certain costs and existing facilities relatingto the Integrated Resort Project. (C) This is the “Sponsor Support Agreement” referred to in the Senior Facility Agreement. It is acondition precedent to the availability of funding under the Senior Finance Documents that theParties enter into this Agreement. (D) The Borrower has entered into the Intercreditor Agreement with, amongst others, the SecurityTrustee and the Secured Parties, pursuant to which the Secured Parties have appointed theSecurity Trustee as their security trustee to act on their behalf under the terms of theSenior Finance Documents. (E) The Security Trustee holds the benefits of this Agreement on trust for the Secured Parties onthe terms of the Senior Finance Documents.IT IS AGREED as follows:1. **DEFINITIONS AND INTERPRETATION** 1.1 **Definitions**   In this Agreement, except to the extent that the context requires otherwise:   “**Acceleration Notice” means any notice given by the Agent under Clause 27.17 (*Acceleration*)of the Facility Agreement.   “**Borrower Shares” means the ordinary shares or Designated RPS in the capital of theBorrower.
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  “**Debt” means any Senior Debt or Junior Debt.   “**Discharge” means, in relation to the Senior Debt, all the Senior Debt (other thancontingent indemnification obligations, except those counter-indemnity obligations thatrelate to the Bank Guarantees or any guarantee, bonding or documentary letter of credit(including standby and commercial letters of credit) issued under the Ancillary Facilities)has been fully paid, repaid or prepaid or discharged and all commitments of the SecuredParties in respect of the Senior Debt have expired or been cancelled.   “**Dispute” means any dispute arising out of or in connection with this Agreement (including adispute regarding the existence, validity or termination of this Agreement).   “**Expenses” means all outgoings and sums (including Project Costs) which are or are to bepaid or incurred by the Borrower in respect of the Integrated Resort Project prior to theCompletion Date or which are or are to be incurred by the Borrower in order to ensure theCompletion Date occurs (in each case, whether payable prior to, on or after the CompletionDate) provided that “**Expenses**” shall not include: (a) after the exercise by the Security Trustee of its power of sale under theSecurity Documents, any interest accruing on the Loan Liabilities; and  (b) after the delivery of an Acceleration Notice, such part of any default interestaccruing on the Loan Liabilities that represents the default margin of two per cent.referred to in Clause 13.3 (*Default interest*) of the Senior Facility Agreement.  “**HoldCo Financing Contributions” means the amounts to be subscribed, on-lent or otherwisecontributed by HoldCo to the Borrower pursuant to the terms of Clauses 2.2 *(HoldCo FinancingContributions)*.   “**HoldCo Junior Debt” means all present and future moneys, debts and liabilities due, owingor incurred by the Borrower to HoldCo (in each case, where in contract or otherwise, whetheractually or contingently), including, without limitation, in HoldCo’s capacity as a holderof Borrower Shares or as having provided HoldCo Financing Contributions or HoldCo ProjectContributions provided that “HoldCo Junior Debt” shall not include trade payables due, owingor incurred by the Borrower to HoldCo.   “**HoldCo” means, whether acting individually or together, the Original HoldCos, unless, inrelation to Mauritius HoldCo, it has ceased to be a HoldCo in accordance with Clause 21(*Changes to the Parties*).   “**HoldCo Project Contributions” means the amounts to be subscribed, on-lent or otherwisecontributed by HoldCo to the Borrower pursuant to the terms of Clause 3.2 (*HoldCo ProjectContributions*).   “**HoldCo Shares” means the ordinary shares or redeemable preference shares in the capital ofHoldCo.
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  “**Initial HoldCo Shareholding” means, in respect of the Sponsor, 800,000,001 HoldCo Shareswhich have been or will be subscribed for by the Intermediate HoldCo that directly ownsHoldCo.   “**Initial Sponsor Equity Contribution” means, in respect of the Sponsor: (a) the amount paid or to be paid by the Sponsor for its Initial HoldCoShareholding; and  (b) the amount of Sponsor Junior Debt paid or to be paid by the Sponsor to HoldCo,  being at least S$800,000,000 in aggregate.   “**Intermediate HoldCo” means any intermediate Holding Company of the Borrower, placed betweenthe Sponsor and HoldCo.   “**Intermediate HoldCo Notice” means a notice substantially in the form set out in Schedule 2(*Form of Notice to Intermediate HoldCo*).   “**Junior Debt” means HoldCo Junior Debt and Sponsor Junior Debt.   “**Junior Debt Recoveries” means the aggregate of all moneys and other assets received orrecovered (whether by way of payment, repayment, prepayment, distribution, redemption,purchase or defeasance, in cash or in kind or the exercise of any set-off or otherwise) fromtime to time by HoldCo, any Intermediate HoldCo or the Sponsor under or in connection withany Junior Debt, except for any Permitted Junior Payments.   “**Junior Finance Document” means any documents, agreements and instruments evidencing anyJunior Debt.   “**Losses” means costs, liabilities, expenses, damages or losses.   “**Permitted Junior Payments” means the payments, receipts and set-offs permitted by Clause 9(*Permitted Junior Payments*).   “**Party” means a party to this Agreement.   “**Project Support Termination Date” means the earlier of: (a) the date that the Senior Debt is Discharged; and  (b) the later of: (i) the Total Construction Costs Termination Date; and  (ii) the Completion Date.  “**Receiver” means an administrative receiver, receiver and manager or other receiverappointed by the Security Trustee (whether appointed pursuant to the Security Documents,pursuant to any statute, by a court or otherwise).   “**Resignation Letter” means a letter substantially in the form set out in Schedule 1 (*Form ofResignation Letter*).
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  “**Senior Debt” means Loan Liabilities.   “**Senior Facility Agreement” means the S$5,442,604,530 Senior Facility Agreement dated on orabout the date of this Agreement, between, amongst others, the Borrower, the SecurityTrustee and the Secured Parties.   “**Senior Finance Documents” means the Finance Documents, each as defined in the SeniorFacility Agreement.   “**Sponsor Financing Contributions” means, in respect of the Sponsor, the aggregate of theSponsor’s direct and/or indirect equity and/or subordinated debt contributions made pursuantto Clause 2.1 (*Sponsor Financing Contributions*).   “**Sponsor Junior Debt” means all present and future moneys, debts and liabilities due, owingor incurred by HoldCo to any Intermediate HoldCo or the Sponsor (whether in contract orotherwise and whether actually or contingently), including, without limitation, in thatIntermediate HoldCo’s capacity as a holder of HoldCo Shares (or in the Sponsor’s capacity asan indirect holder of HoldCo Shares through an Intermediate HoldCo) or as having providedSponsor Financing Contributions or Sponsor Project Contributions provided that “SponsorJunior Debt” shall not include trade payables due, owing or incurred by Holdco to anyIntermediate HoldCo or the Sponsor.   “**Sponsor Project Contributions” means, in respect of the Sponsor, the aggregate of theSponsor’s direct and/or indirect equity and/or subordinated debt contributions made pursuantto Clause 3.1 (*Sponsor Project Undertakings*). 1.2 **Senior Facility Agreement terms**   Unless a contrary indication appears, the following words and expressions defined in theSenior Facility Agreement have the same meanings in this Agreement: (a) Affiliates;  (b) Agent;  (c) Ancillary Facility;  (d) Ancillary Lender;  (e) Authorisation;  (f) Bank Guarantee;  (g) Borrower Financing Contribution;  (h) Business Day;  (i) cash cover;  (j) Closing Date;  (k) Commercial Documents;
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 (l) Completion Date;  (m) Construction Programme;  (n) Cure Period;  (o) Default;  (p) Designated RPS;  (q) Facilities;  (r) Facility A Loan;  (s) Facility B Loan;  (t) Facility C Lender;  (u) Facility D Loan;  (v) Facility D Rollover Loan;  (w) Financing Contributions Account;  (x) First Utilisation Date;  (y) Force Majeure Event;  (z) Funding Shortfall Account;  (aa) Funding Shortfall Amount;  (bb) Governmental Agency;  (cc) Guarantee;  (dd) Holding Company;  (ee) Intercreditor Agreement;  (ff) Integrated Resort Project;  (gg) Interest Period;  (hh) Lenders’ Construction Consultant;  (ii) Lenders’ Consultants;  (jj) Liabilities;  (kk) Loan;  (ll) Majority Lenders;  (mm) Material Adverse Effect;  (nn) Milestones;  (oo) Operating Commencement Date;
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 (pp) Permitted Corporate Restructuring;  (qq) Project Costs;  (rr) Project Utilisations;  (ss) Relevant Construction Officer;  (tt) Relevant Event of Default;  (uu) Secured Party;  (vv) Security;  (ww) Security Documents;  (xx) Singapore Dollars;  (yy) Subsidiary;  (zz) Swingline Rollover Loan;  (aaa) Technical Bank;  (bbb) Termination Date;  (ccc) Total Construction Costs Termination Date;  (ddd) Total Financing Contributions;  (eee) Transaction Documents;  (fff) Transfer Date;  (ggg) Utilisation Date;  (hhh) Utilisation Request; and  (iii) Winding-up.1.3 **Intercreditor Agreement terms**   Unless a contrary indication appears, “Loan Liabilities” as defined in the IntercreditorAgreement has the same meaning in this Agreement. 1.4 **Interpretation** (a) Unless a contrary indication appears, any reference in this Agreement to: (i) the “**Sponsor**”, “**HoldCo**”, the “**Borrower**”, the “**Agent**”, any “**Lender**”, any“**Secured Party**” or the “**Security Trustee**”, shall be construed so as to include itssuccessors in title, permitted assigns and permitted transferees;  (ii) an agreement includes a deed and instrument;  (iii) an agreement, document or instrument is a reference to it as amended, novated,supplemented, extended, restated (however fundamentally and whether or not
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   more onerous) or replaced and includes any change in the purpose of, any extensionof or any increase in any facility or the addition of any new facility under anyagreement, document or instrument;  (iv) an “**amendment**” includes a supplement, novation, replacement, assignment orre-enactment (and “amended” shall be construed accordingly);  (v) “**assets” includes present and future properties, revenues and rights of everydescription;  (vi) a “**judgment**” includes any order, injunction, determination, award or otherjudicial or arbitral measure in any jurisdiction;  (vii) a “**law**” includes common or customary law and any constitution, decree,judgment, legislation, order, ordinance, regulation, statute, treaty or otherlegislative measure, in each case of any jurisdiction whatsoever (and “**lawful**” and“**unlawful**” shall be construed accordingly);  (viii) any “**obligation**” of any person under this Agreement or any other agreement ordocument shall be construed as a reference to an obligation expressed to be assumed byor imposed on it under this Agreement or, as the case may be, that other agreement ordocument (and “**due**”, “**owing**”, “**payable**” and “**receivable**” shall be similarly construed);  (ix) a “**person**” includes any person, firm, company, corporation, government, stateor agency of a state or any association, trust or partnership (whether or not havingseparate legal personality) or two or more of the foregoing;  (x) “**regulation” includes any regulation, rule, official directive, request orguideline (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;  (xi) the Borrower “**repaying**” or “**prepaying**” a Bank Guarantee or an AncillaryFacility means (and “**repaid**” or “**prepaid**” shall be construed accordingly): (I) the Borrower providing cash cover for that Bank Guarantee orAncillary Facility;  (II) the maximum amount payable under the Bank Guarantee orAncillary Facility being reduced in accordance with its terms; or  (III) the Facility C Lender that issued that Bank Guarantee or, asthe case may be, the Ancillary Lender being reasonably satisfied that the BankGuarantee or, as the case may be, Ancillary Facility has been released,cancelled or terminated and the Facility C Lender has no further liabilityunder that Bank Guarantee or Ancillary Facility,
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   and the amount by which a Bank Guarantee or Ancillary Facility is repaid or prepaidunder sub-paragraphs (xi)(I) and (xi)(II) above is the amount of the relevant cashcover or reduction; (xii) “**rights**” includes rights, authorities, discretions, remedies, liberties,powers, easements, quasi-easements and appurtenances (in each case, of any naturewhatsoever);  (xiii) a provision of law is a reference to that provision as amended, or re-enacted andincludes all laws and official requirements made under or deriving validity from it;  (xiv) a time of day is a reference to Singapore time unless otherwise stated; and  (xv) in computing any period of time under this Agreement the day of the act, eventor default from which such period begins to run shall be included.(b) Clause and Schedule headings are for ease of reference only. (c) A Default is “**continuing**” if it has not been remedied or waived. (d) The words “**include**” and “**including**” are to be construed without limitation. (e) Any payment date which is due to occur, or period which is due to end, or a day that is not aBusiness Day shall occur or end (as applicable) on the next Business Day in the same calendarmonth (if there is one) or the preceding Business Day (if there is not).1.5 **Limits on Liability**   The Parties intend that their respective rights, obligations and liabilities as provided forin this Agreement shall be exhaustive of the rights, obligations and liabilities betweenthem arising out of or in connection with this Agreement. Accordingly, the remediesexpressly stated in this Agreement shall be the sole and exclusive remedies of the Partiesfor liabilities to one another arising out of or in connection with this Agreement,including any representation, warranty or undertaking given in connection with it,notwithstanding any remedy otherwise available at law or in equity. 1.6 **HoldCo**   Each of Mauritius HoldCo and Singapore HoldCo declare that, until Mauritius HoldCo hasceased to be a HoldCo in accordance with Clause 21 (*Changes to the Parties*): (a) the obligations of Mauritius HoldCo and Singapore HoldCo under this Agreementare the joint and several obligations of both Mauritius HoldCo and Singapore HoldCo andthat each reference in this Agreement to “HoldCo” shall, unless the context requiresotherwise, be construed to be a reference to Mauritius HoldCo and Singapore HoldCojointly and severally;  (b) it is a principal and original obligor, both as regards each Secured Party andas regards this Agreement; and
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 (c) each Secured Party shall in all circumstances be entitled to treat each ofMauritius HoldCo and Singapore HoldCo as a principal and original obligor under thisAgreement notwithstanding that any Secured Party receives notice of any agreementbetween Mauritius HoldCo and Singapore HoldCo, whereby one of them agrees to undertakethe obligations of the other under this Agreement.2. **SPONSOR AND HOLDCO FINANCING CONTRIBUTIONS** 2.1 **Sponsor Financing Contributions**   The Sponsor agrees: (a) that, by no later than the Utilisation Date of any Facility A Loan, Facility BLoan or Facility D Loan made under the Facilities to finance or refinance ProjectCosts, it shall (or shall ensure that an Intermediate HoldCo will) pay to HoldCo anamount required at that time to ensure that following: (i) the on-loan or contribution of such amount by HoldCo to theBorrower pursuant to Clause 2.2 (*HoldCo Financing Contributions*); and  (ii) the making of the relevant Loan under the Facilities,the ratio of: (I) Project Utilisations to Project Costs incurred to-date shall benot more than 0.75 to 1; and  (II) the aggregate of Sponsor Financing Contributions and BorrowerFinancing Contributions to Project Costs incurred to-date shall not be lessthan 0.20 to 1; (b) that, by no later than the later of 31 December 2007 and the First UtilisationDate, it shall make the Initial Sponsor Equity Contribution; and  (c) that all Losses suffered or incurred by HoldCo and/or (as the case may be) theBorrower as a result of any failure by the Sponsor to fulfil the obligations at thetime and in the manner required by this Clause 2.1 will be recoverable from the Sponsoras if it were the sole principal debtor and shall be paid by it on demand.2.2 **HoldCo Financing Contributions**   HoldCo agrees to pay to the Borrower the proceeds of all Sponsor Financing Contributionsreceived under this Agreement, such that the requirements set out in Clause 2.1 (*SponsorFinancing Contributions*) are satisfied, by depositing such proceeds into the FinancingContributions Account immediately prior to or concurrently with the funding of the ProjectUtilisations.
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2.3 **Equity Contributions**   To the extent that any Sponsor Financing Contribution or HoldCo Financing Contributionconstitutes equity, HoldCo shall (to the extent required by applicable laws) allot and issueHoldCo Shares, at an aggregate price equal to the Sponsor Financing Contribution or HoldCoFinancing Contribution, to the Sponsor (or the relevant Intermediate HoldCo) or (as the casemay be) the Borrower shall allot and issue Borrower Shares to HoldCo, and HoldCo or (as thecase may be) the Borrower shall register such shares in the relevant name and issue sharecertificates in respect of them.3. **PROJECT UNDERTAKINGS** 3.1 **Sponsor Project Undertakings**   The Sponsor agrees: (a) to ensure and procure that the Integrated Resort Project is constructed inaccordance with the Finance Documents and the Commercial Documents, and withoutlimiting the foregoing so that: (i) each Milestone is met; and  (ii) the Operating Commencement Date occurs on or before 31 December2010,or, in the case of sub-paragraphs (i) and (ii) above, following the occurrence of aForce Majeure Event, such later date as the Agent may agree (subject to thereasonable approval of the Majority Lenders); (b) to pay (or ensure that an Intermediate HoldCo will pay) to HoldCo an amountequal to all Expenses on their respective due dates which are not financed by theFacilities;  (c) to pay (or ensure that an Intermediate HoldCo will pay) to HoldCo an amountequal to any Funding Shortfall Amounts within five Business Days of the Borrower’sreceipt of a notice from the Technical Bank to that effect; and  (d) without limiting paragraphs (a) to (c) above, that it shall from time to timeon demand by the Security Trustee, pay (or ensure that an Intermediate HoldCo will pay)to HoldCo such amounts as may be necessary to ensure that the Borrower has sufficientfunds to: (i) construct the Integrated Resort Project in accordance with theFinance Documents and the Commercial Documents, and without limiting theforegoing so that: (I) each Milestone is met; and  (II) the Operating Commencement Date occurs on orbefore 31 December 2010,
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 **** or, in the case of sub-paragraphs (i)(I) and (i)(II) above, following theoccurrence of a Force Majeure Event, such later date as the Agent may agree(subject to the reasonable approval of the Majority Lenders);  (ii) pay all Expenses on their respective due dates which are notfinanced by the Facilities;  (iii) pay any Funding Shortfall Amounts within five Business Days ofthe Borrower’s receipt of a notice from the Technical Bank to that effect; and  (iv) where a notice is given by the Agent in accordance with Clause27.17 (*Acceleration*) of the Senior Facility Agreement, pay any FundingShortfalls within five Business Days of the Borrower’s receipt of a notice fromthe Technical Bank to that effect.3.2 **HoldCo Project Contributions** (a) HoldCo agrees to promptly pay to the Borrower the proceeds of all Sponsor ProjectContributions received under this Agreement by: (i) depositing all Sponsor Project Contributions made to finance Expenses (otherthan Funding Shortfall Amounts or Funding Shortfalls) into the Financing ContributionsAccount; and  (ii) depositing all Sponsor Project Contributions to finance Funding ShortfallAmounts or Funding Shortfalls into the Funding Shortfall Account within the timeperiods set forth in this Agreement.(b) To the extent that any Sponsor Project Contribution or HoldCo Project Contributionconstitutes equity, HoldCo shall (to the extent required by applicable laws) allot and issueHoldCo Shares, at an aggregate price equal to the Sponsor Project Contribution or HoldCoProject Contribution, to the Sponsor (or the relevant Intermediate HoldCo) or (as the case maybe) the Borrower shall allot and issue Borrower Shares to HoldCo, and HoldCo or (as the casemay be) the Borrower shall register such shares in the relevant name and issue sharecertificates in respect of them.3.3 **Additional Project Undertakings** (a) The obligations of the Sponsor and HoldCo under this Clause 3 are in addition to and are notin any way prejudiced or limited by their respective obligations under Clause 2 (*Sponsor andHoldCo Financing Contributions*). (b) Nothing in Clause 27.18 (*Cure Period*) of the Senior Facility Agreement shall in any way limitor prejudice the obligations of the Sponsor or HoldCo under this Agreement. 3.4 **Limitation on Project Undertakings**   Notwithstanding anything contained in this Clause 3, nothing shall oblige the Sponsor tobuild, repair, rebuild or reinstate (or procure that the Borrower repairs, rebuilds orreinstates)
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**** or to pay any moneys with respect to any part of the Integrated Resort Project that theSecured Parties have pulled down, rebuilt, altered, added, completed, erected, made orimproved in accordance with the exercise by the Security Trustee of its powers under theMortgage. 4. **DEFECTS IN PURCHASE** 4.1 **Sponsor Undertaking to Pay**   If for any reason whatsoever (including, without limitation, the liquidation of HoldCo orthe failure of HoldCo to create, issue and allot HoldCo Shares (to the extent required byapplicable laws) and/or accept payment in respect of any Sponsor Financing Contribution orSponsor Project Contribution), the Sponsor does not or cannot make (or ensure the making of)the Sponsor Financing Contribution or Sponsor Project Contribution, the Sponsor shallnevertheless, at the time specified in this Agreement, pay (or ensure that an IntermediateHoldCo pays) to HoldCo (or, in the event of an insolvency of HoldCo or after a notice isgiven by the Agent in accordance with Clause 27.17 (*Acceleration*) of the Senior FacilityAgreement (as the case may be), to such account as the Security Trustee may notify to theSponsor) the amount that the Sponsor would otherwise have paid by way of Sponsor FinancingContributions or, as the case may be, Sponsor Project Contributions and shall accordingly berelieved of its corresponding obligation to pay under Clause 2.1 (*Sponsor FinancingContributions*) and/or Clause 3.1 (*Sponsor Project Undertakings*) (as the case may be) to theextent of the amount actually paid under this Clause 4.1. 4.2 **HoldCo Undertaking to Pay**   If for any reason whatsoever (including the liquidation of the Borrower or the failure ofthe Borrower to create, issue and allot Borrower Shares (to the extent required byapplicable laws) and/or accept payment in respect of any HoldCo Financing Contribution orHoldCo Project Contribution), HoldCo does not or cannot provide the HoldCo FinancingContribution or HoldCo Project Contribution, HoldCo shall nevertheless, at the timespecified in this Agreement, pay (or procure payment) to the Borrower (or in the event of aninsolvency of the Borrower or after a notice is given by the Agent in accordance with Clause27.17 (*Acceleration*) of the Senior Facility Agreement (as the case may be), to such accountas the Security Trustee may notify to HoldCo) the amount that HoldCo would otherwise havepaid by way of HoldCo Financing Contribution or, as the case may be, HoldCo ProjectContribution and shall accordingly be relieved of its corresponding obligation to pay underClause 2.2 (*HoldCo Financing Contributions*) and Clause 3.2 (*HoldCo Project Contributions*)(as the case may be) to the extent of the amount actually paid under this Clause 4.2. 5. **RANKING** (a) Unless expressly provided to the contrary in this Agreement, the Debt shall rank in right andpriority of payment in the following order:
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 (i) **first**, the Senior Debt, *pari passu*between itself; and  (ii) **second**, the Junior Debt.(b) This Agreement does not purport to rank any of the Junior Debt as between itself. 6. **UNDERTAKINGS OF THE BORROWER**   Until the Senior Debt is Discharged, the Borrower shall not, except with the prior consentof the Security Trustee (acting on the instructions of the Majority Lenders (suchinstructions not to be unreasonably withheld)): (a) pay, repay or prepay any principal, interest (provided that interest (i) mayaccrue and (ii) may be evidenced by any instrument which constitutes Junior Debt andsuch instrument may be issued to HoldCo) or other amount on or in respect of, or makeany distribution in respect of (or on account of), or redeem, purchase or defease, anyHoldCo Junior Debt in cash or in kind, except for Permitted Junior Payments;  (b) exercise any set-off against any HoldCo Junior Debt, except to the extent thatpayment of such HoldCo Junior Debt would constitute a Permitted Junior Payment;  (c) create or permit to subsist any Security over any of its assets, or give anyGuarantee or (save as permitted by the Facility Agreement) other assurance againstfinancial loss for, or in respect of, any HoldCo Junior Debt; or  (d) take or omit to take any action whereby the ranking and/or subordinationcontemplated by this Agreement may be impaired or otherwise altered.7. **UNDERTAKINGS OF HOLDCO**   Until the Senior Debt is Discharged, HoldCo shall not, except with the prior consent of theSecurity Trustee (acting on the instructions of the Majority Lenders (such instructions notto be unreasonably withheld)): (a) demand or receive payment, repayment or prepayment of any principal, interest(provided that interest (i) may accrue and (ii) may be evidenced by any instrumentwhich constitutes Junior Debt and such instrument may be issued to HoldCo) or otheramount on or in respect of (or on account of), or make any distribution in respect of(or on account of), or redeem, purchase or defease, any Sponsor Junior Debt in cash orin kind from any person or apply any money or assets in discharge of any Sponsor JuniorDebt, except for Permitted Junior Payments;  (b) exercise any set-off against any HoldCo Junior Debt, except to the extent thatpayment of such HoldCo Junior Debt would constitute a Permitted Junior Payment;  (c) create or permit to subsist or receive any Security or receive any Guarantee or(save as permitted by the Facility Agreement) other assurance against financial lossfor, or in respect of, any HoldCo Junior Debt;
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 (d) accelerate any HoldCo Junior Debt, otherwise declare any HoldCo Junior Debt tobe prematurely due and payable or enforce any HoldCo Junior Debt by execution orotherwise except to the extent such acceleration would constitute a Permitted JuniorPayment under paragraph (b) of Clause 9 (*Permitted Junior Payments*);  (e) take or omit to take any action whereby the ranking and/or subordinationcontemplated by this Agreement may be impaired or otherwise altered;  (f) initiate or pursue any insolvency proceedings against the Borrower;  (g) take any action against the Borrower to recover the HoldCo Junior Debt otherthan as permitted pursuant to the terms of this Agreement; or  (h) pay, repay or prepay any principal, interest or other amount on or in respectof, or make any distribution in respect of (or on account of), or redeem, purchase ordefease, any Sponsor Junior Debt in cash or in kind, except for Permitted JuniorPayments.8. **UNDERTAKINGS OF THE SPONSOR** (a) Until the Senior Debt is Discharged, the Sponsor shall not (and shall ensure that noIntermediate HoldCo will) (except with the prior consent of the Security Trustee acting on theinstructions of the Majority Lenders (such instructions not to be unreasonably withheld)): (i) demand or receive payment, repayment or prepayment of any principal, interest(provided that interest (A) may accrue and (B) may be evidenced by any instrument whichconstitutes Junior Debt which instrument may be issued to the Sponsor or anIntermediate HoldCo) or other amount on or in respect of (or on account of) any SponsorJunior Debt in cash or in kind from any person or apply any money or assets indischarge of any Sponsor Junior Debt, except for Permitted Junior Payments;  (ii) exercise any set-off against any Sponsor Junior Debt, except to the extent thatpayment of such Sponsor Junior Debt would constitute a Permitted Junior Payment;  (iii) create or permit to subsist or receive any Security or receive any Guaranteeor (save as permitted by the Facility Agreement) other assurance against financial lossfor, or in respect of, any Sponsor Junior Debt;  (iv) accelerate any Sponsor Junior Debt, otherwise declare any Sponsor Junior Debtto be prematurely due and payable or enforce any Sponsor Junior Debt by execution orotherwise except to the extent such acceleration would constitute a Permitted JuniorPayment under paragraph (b) of Clause 9 (*Permitted Junior Payments*);  (v) take or omit to take any action whereby the ranking and/or subordinationcontemplated by this Agreement may be impaired or otherwise altered;
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 (vi) initiate or pursue any insolvency proceedings against the HoldCo, anyIntermediate HoldCo or the Borrower; or  (vii) take any action against the HoldCo or any Intermediate HoldCo to recover theSponsor Junior Debt or, on behalf of HoldCo or any Intermediate HoldCo, take any actionagainst the Borrower to recover the HoldCo Junior Debt, other than as permittedpursuant to the terms of this Agreement.(b) The Sponsor shall, on the date of this Agreement in relation to each existing IntermediateHoldCo and forthwith upon each Intermediate HoldCo coming into existence after the date ofthis Agreement, give to each Intermediate HoldCo notice of this Agreement substantially in theform set out in Schedule 2 (*Form of Notice to Intermediate HoldCo*) (or in such other form asthe Security Trustee and the Sponsor may reasonably agree) and shall ensure that eachIntermediate HoldCo signs and returns the form of acknowledgement requested under that noticewithin 30 days of the date of that notice. Nothing in this Agreement shall restrict theSponsor from organising or reorganising any Intermediate HoldCo. 9. **PERMITTED JUNIOR PAYMENTS**   Notwithstanding anything to the contrary contained in this Agreement (including withoutlimitation, Clause 6 (*Undertakings of the Borrower*), Clause 7 *(Undertakings of HoldCo*) andClause 8 (*Undertakings of the Sponsor*), the Borrower or, as the case may be, HoldCo, maymake payment and HoldCo or, as the case may be, the Sponsor (and any relevant IntermediateHoldCo) may receive payment, in respect of the HoldCo Junior Debt or, as the case may be,any Sponsor Junior Debt, to the extent that such payment is made in accordance with: (a) paragraph (d) of Clause 26.16 (*Restricted payments*), paragraphs (c), (m) and(p) of Clause 26.17 (*Arm’s length terms*) or paragraph (m)(ii) of Clause 26.12(*Accounts*), in each case, of the Senior Facility Agreement;  (b) Clause 11.2 (*Filing of Claims*) after the occurrence of an event described inClause 11.1 (*Subordination Events*); or  (c) Clause 14.1 (*Preservation of Junior Debt*).10. **TURNOVER** 10.1 **General Turnover Provisions**   Each of Holdco, the Intermediate HoldCos and the Sponsor shall be entitled to receive anyPermitted Junior Payment, provided that if HoldCo, any Intermediate HoldCo or the Sponsorreceives a payment (including by way of set-off) or distribution in cash or in kind of, oron account of, any of the HoldCo Junior Debt or, as the case may be, any Sponsor JuniorDebt, contrary to the provisions of Clauses 5 (*Ranking*) to 9 (*Permitted Junior Payments*)hereof, then HoldCo and (in relation to itself and any Intermediate HoldCo) the Sponsor,shall:
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 (a) within five Business Days notify details of the receipt or recovery to theSecurity Trustee;  (b) hold (and the Sponsor shall ensure that each Intermediate HoldCo will hold) anysuch assets and moneys received or recovered by it on trust for the Security Trusteefor application in accordance with Clause 2.1 (*Order of application*) of theIntercreditor Agreement; and  (c) pay (and the Sponsor shall ensure that each Intermediate HoldCo will pay) anamount equal to such receipt or recovery to the Security Trustee for application inaccordance with Clause 2.1 (*Order of application*) of the Intercreditor Agreement,  provided that nothing in this Clause 10.1 shall create or be deemed to create a securityinterest for the purposes of this Agreement. 10.2 **Further Security**   If, notwithstanding the provisions of paragraph (c) of Clause 6 (*Undertakings of theBorrower*), paragraph (c) of Clause 7 (*Undertakings of Holdco*) or paragraph (a)(iii) ofClause 8 (*Undertakings of the Sponsor*), any further Security over, or other arrangementrelating to, the assets of, or any interest in, the Borrower or HoldCo is constituted forthe benefit of HoldCo or the Sponsor (or any Intermediate HoldCo), where HoldCo or, as thecase may be, the Sponsor (or any Intermediate HoldCo) receives, otherwise than in accordancewith the terms of this Agreement, the benefit of such Security or other arrangement, HoldCoand (in relation to itself and any Intermediate HoldCo) the Sponsor shall notify theSecurity Trustee (who shall, as soon as reasonably practicable following receipt of suchnotification, notify each Secured Party, the Borrower and HoldCo) and the relevant Securityshall (and where the Security is constituted for benefit of any Intermediate HoldCo, theSponsor shall ensure that the relevant Security will) forthwith be held on trust for thebenefit of all Secured Parties upon and subject to the terms and conditions of theIntercreditor Agreement. 10.3 **Transfer of Distributions**   Following receipt by HoldCo, any Intermediate HoldCo or the Sponsor (as the case may be) ofany sum from the Borrower or HoldCo (whether directly or indirectly) otherwise than inaccordance with the terms of this Agreement, each of HoldCo and the Sponsor (as the case maybe) will at its own expense do (and shall ensure that each Intermediate HoldCo will do) allsuch things required to transfer to the Security Trustee all payments and distributionswhich must be turned over or held in trust in accordance with this Agreement and will payall costs and stamp duties in connection with those transfers. 10.4 **Failure of Trust**   If for any reason, a trust in favour of, or a holding of property or other assets for, theSecured Parties under the Intercreditor Agreement is, becomes or is deemed to be, invalid
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**** or unenforceable, HoldCo, any Intermediate HoldCo or the Sponsor, which is otherwise obligedto hold any amounts on such trust will pay and deliver (or, in the case of an IntermediateHoldCo, the Sponsor shall ensure that the Intermediate HoldCo will pay and deliver) to theSecurity Trustee an amount equal to the payment, receipt or recovery in cash or, if in kind,the value conferred which it would otherwise have been bound to hold on trust for or asproperty of the Secured Parties. 11. **SUBORDINATION ON INSOLVENCY** 11.1 **Subordination Events**   Until the Senior Debt is Discharged, if: (a) any resolution is passed or order made for the winding-up, liquidation,dissolution or administration of either the Borrower or HoldCo;  (b) either the Borrower or HoldCo assigns its assets for the benefit of itscreditors or enters into any arrangement or composition for the benefit of (or aparticular type of) its creditors, or a moratorium is agreed or declared in respect ofany of its indebtedness;  (c) either the Borrower or HoldCo becomes subject to any insolvency, bankruptcy,reorganisation, receivership or administration (whether relating to all or only some ofits assets and whether or not resulting from the enforcement of any of the SecurityDocuments), liquidation, dissolution or other similar proceeding whether voluntary orinvoluntary (and whether or not involving insolvency);  (d) either the Borrower or HoldCo becomes subject to any mandatory distribution ofits assets or has a Receiver appointed with respect to any of its assets (whether ornot resulting from the enforcement of the Security Documents); or  (e) an analogous event to any of the foregoing occurs in any country or territoryin which either the Borrower or HoldCo is incorporated or carries on any business,  then the following provisions of this Clause 11 shall apply. 11.2 **Filing of Claims**   While any of the circumstances set out in Clause 11.1 (*Subordination Events*) is subsisting: (a) the Junior Debt (without prejudice to any other provisions of this Agreementhaving the effect of subordinating the Junior Debt) shall be subordinate in right ofpayment to the Senior Debt;  (b) the Security Trustee may (acting on the instructions of the Majority Lenders),and is irrevocably authorised on behalf of HoldCo and the Sponsor (and the Sponsorshall promptly ensure that each Intermediate HoldCo shall authorise the SecurityTrustee) to:
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 (i) claim, enforce and prove for the Junior Debt;  (ii) file claims and proofs, give receipts and take all suchproceedings in respect of filing such claim or proof and do all such things asthe Security Trustee reasonably considers necessary to recover the JuniorDebt; and  (iii) receive all distributions of the Junior Debt for applicationin accordance with Clause 2.1 (*Order of application*) of the IntercreditorAgreement; and (c) if and to the extent that the Security Trustee is not entitled to take anyaction set out in paragraph (b) above then each of HoldCo and the Sponsor shall (andthe Sponsor shall ensure that each Intermediate HoldCo will) do so in good time if sorequested by the Security Trustee.11.3**Distributions**While any of the circumstances mentioned in Clause 11.1 (*Subordination Events*) issubsisting: (a) each of Holdco and the Sponsor shall (and the Sponsor shall ensure that eachIntermediate HoldCo will) hold all amounts in cash or in kind, received (and any rightsto receive such distributions) by it from the Borrower or, as the case may be, HoldCoduring the subsistence of such circumstances in respect of the Junior Debt in trust forthe Secured Parties in accordance with Clause 10.1 (*General Turnover Provisions*);  (b) each of Holdco and the Sponsor shall (and the Sponsor shall ensure that eachIntermediate HoldCo will) pay such amounts referred to in paragraph (a) above (or, ifin kind, an amount equal to the value conferred, or, in the case of a set-off, pay theequivalent amount) on demand to the Security Trustee for application in accordance withClause 2.1 (*Order of application*) of the Intercreditor Agreement;  (c) each of Holdco and the Sponsor shall (and the Sponsor shall ensure that eachIntermediate HoldCo will) direct the trustee in bankruptcy, liquidator, assignee orother person distributing the assets of the Borrower or, as the case may be, HoldCo orthe proceeds of the assets of the Borrower or, as the case may be, HoldCo, to paydistributions or amounts payable in respect of the Junior Debt directly to the SecurityTrustee; and  (d) each of Holdco and the Sponsor will notify the Security Trustee of the receiptof any distribution or right referred to in paragraph (a) above and will in additiongive all such notices and do all such things as the Security Trustee may reasonablyrequest to give effect to this Clause 11.3.
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12. **CONSENTS**Neither HoldCo nor the Sponsor shall have (and the Sponsor shall ensure that no IntermediateHoldCo will exercise) any remedy against any Secured Party solely by reason of: (a) the entry by any of them into any Senior Finance Document, or any otheragreement entered into in connection with any Senior Finance Document between anySecured Party and the Borrower;  (b) any waiver or consent made or given in connection with any Senior FinanceDocument or any other agreement entered into in connection with any Senior FinanceDocument; or  (c) any requirement or condition imposed by or on behalf of any Secured Party onthe Borrower under any Senior Finance Document, or such other agreement entered into inconnection with any Senior Finance Document,which breaches or causes an event of default or potential event of default (howeverdescribed) under any Junior Finance Document, provided that nothing in this Clause 12 shallaffect the rights of HoldCo or the Sponsor against the Borrower after the Senior Debt isDischarged. Neither HoldCo nor the Sponsor may (and the Sponsor shall ensure that noIntermediate HoldCo will) object to any such matter by reason of any provision of any JuniorFinance Document.13. **PROTECTION OF SUBORDINATION**13.1 Continuing obligationsAt any time before the Senior Debt is Discharged, the obligations and liabilities of theSponsor, HoldCo and the Borrower in this Agreement shall, subject to Clause 20 (*Duration*),constitute a continuing security and benefit to the ultimate balance of the Senior Debtregardless of any intermediate payment or discharge of the Senior Debt in whole or in part.13.2 **Waiver of defences**The obligations and liabilities of the Borrower, HoldCo and the Sponsor under this Agreementshall not be affected by any act, omission, matter or thing which, but for this provision,would reduce, release or prejudice such obligations and liabilities or the subordination ofany of those obligations in whole or in part, including without limitation: (a) any time, indulgence, concession, waiver or consent granted to, or compositionwith the Borrower, HoldCo, any other Obligor, the Sponsor or other person;  (b) the taking, existence, variation, compromise, exchange, renewal or release of,or refusal or neglect to perfect, take up or enforce, any rights against, or securityover assets of, the Borrower, HoldCo, any other Obligor, the Sponsor or other person or
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   any non-presentation or non-observance of any formality or other requirements inrespect of any instrument or any failure to realise the full value of any security;  (c) the making or absence of any demand on the Borrower, HoldCo, any other Obligor,the Sponsor or any other person for payment or (as the case may be) performance;  (d) any incapacity or lack of powers, authority or legal personality of ordissolution or change in the members or status of the Borrower, HoldCo, any otherObligor, the Sponsor or any other person;  (e) the failure of any of the Borrower, HoldCo, any other Obligor or the Sponsor toperform any of its obligations under any of the Transaction Documents;  (f) the enforcement or absence of enforcement of any of the Transaction Documents;  (g) the Winding-up of the Borrower, HoldCo, any other Obligor, the Sponsor or anyother person, or any step being taken for any such Winding-up;  (h) any amendment, supplement or variation to: (i) this Agreement (except to the extent of such amendment,supplement or variation); or  (ii) any other Transaction Document or any other charge, guaranteeor security provided in connection with the Transaction Documents; (i) any unenforceability, illegality or invalidity of or any defect in anyprovision of any Transaction Document or any other document or security, such that theobligations of each of the Borrower, HoldCo and the Sponsor under this Agreement shallremain in full force and its obligations be construed accordingly, as if there were nounenforceability, illegality or invalidity.  (j) the taking, variation, compromise, exchange, renewal or release of, or refusalor neglect to perfect, take up or enforce, any rights against, or Security over assetsof the Borrower or other person under the Transaction Documents or any other documentor Security or otherwise or any non-presentment or non-observance of any formality orother requirement in respect of any instruments or any failure to realise the fullvalue of any Security; or  (k) any unenforceability, illegality or invalidity of any obligation of theBorrower or Security under any Transaction Document or any other document or Security.13.3 **Immediate recourse**Each of the Sponsor and HoldCo waives (and the Sponsor shall ensure that each IntermediateHoldCo will waive and not exercise) any right it may have of first requiring the SecurityTrustee (or any Receiver, trustee or agent on its behalf) or any other Secured Party toproceed against or enforce any other right or Security or claim payment from any
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person before claiming the benefit of this Agreement. This waiver applies irrespective ofany law or any provision of a Junior Finance Document to the contrary.13.4 **Deferral of HoldCo’s and Sponsor’s rights**Until the Senior Debt is Discharged and unless the Security Trustee otherwise directs, eachof HoldCo and the Sponsor will not (and the Sponsor shall ensure that each IntermediateHoldCo will not) exercise any rights which it may have by reason of performance by it of itsobligations under this Agreement: (a) to be indemnified by any other Material Project Party;  (b) to claim any contribution from any guarantor of any Material Project Party’sobligations under the Senior Finance Documents; and/or  (c) to take the benefit (in whole or in part and whether by way of subrogation orotherwise) of any rights of the Secured Parties under the Senior Finance Documents orof any other guarantee or Security taken pursuant to, or in connection with, the SeniorFinance Documents by any Secured Party.13.5 **Additional Security**This Agreement is in addition to and is not in any way prejudiced by any Guarantee orSecurity now or subsequently held by any Secured Party.14. **NO RIGHTS IN FAVOUR OF HOLDCO OR SPONSOR**14.1**Preservation of Junior Debt**(a) Notwithstanding any term of this Agreement postponing, subordinating or preventing thepayment of all or any part of the Junior Debt, the relevant Junior Debt shall, as between theBorrower and HoldCo or HoldCo and the Sponsor (or any Intermediate HoldCo), be deemed toremain owing or due and payable (and interest, default interest or indemnity payments shallcontinue to accrue) in accordance with the Junior Finance Documents.(b) If HoldCo or the Sponsor (or any Intermediate HoldCo), as applicable, is obliged to pay anyJunior Debt Recoveries to the Security Trustee in accordance with Clause 10 (*Turnover*) orClause 11 (*Subordination on Insolvency*), as between the Borrower and Holdco or, as the casemay be, HoldCo and the Sponsor (or any Intermediate HoldCo), and subject to Clause 13.4(*Deferral of HoldCo’s and Sponsor’s rights*): (i) the Borrower or, as the case may be, HoldCo shall indemnify HoldCo or, as thecase may be, the Sponsor or the relevant Intermediate HoldCo (to the extent of itsliability for the relevant amount so paid) for any costs, liabilities and expensesincurred by it as a result of it having to make that payment; and  (ii) the Junior Debt will be deemed not to have been reduced or discharged in anyway or to any extent by the relevant payment, distribution, proceeds or otherdischarge.
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14.2 **No liability**No Secured Party will be liable to the Borrower, HoldCo, the Sponsor or any IntermediateHoldCo for: (a) the manner of exercise or any non-exercise of its rights, remedies, powers,authorities or discretions under this Agreement; or  (b) any failure to collect or preserve any Junior Debt or delay in doing so.15. **POWER OF ATTORNEY**15.1**Appointment**Each of HoldCo and the Sponsor by way of security irrevocably appoints the Security Trusteeas its attorney (with full power of substitution), on its behalf and in its name orotherwise, at such time until the Senior Debt is Discharged and in such manner as theattorney thinks fit, after a notice is given by the Agent in accordance with Clause 27.17(*Acceleration*) of the Senior Facility Agreement, to do anything which it: (a) has authorised the Security Trustee to do under this Agreement; or  (b) is obliged to do but has not done under this Agreement.15.2 **Ratification**Each of HoldCo and the Sponsor ratifies and confirms and agrees to ratify and confirmwhatever any such attorney shall do in the exercise or purported exercise of the power ofattorney granted by it in this Clause 15*.*15.3 **Delegation**The Security Trustee may delegate the power of attorney in Clause 15.1 (*Appointment*).15.4 **Third Parties**Any third party referred to in this Clause 15 may enjoy the benefit or enforce the terms ofthis Clause 15 in accordance with the provisions of the Contracts (Rights of Third Parties)Act, Chapter 53B of Singapore.16. **SPONSOR AND HOLDCO REPRESENTATIONS**Each of the Sponsor and HoldCo makes the representations and warranties set out in thisClause 16 to the Security Trustee (and each other Senior Creditor) on the date of thisAgreement only in relation to itself and provided that where any representation or warrantyis expressed to be given from a specific date, the representation and warranty under thisClause 16 shall be made on that date.16.1**Status**(a) It is a corporation, duly incorporated and validly existing under the laws of itsjurisdiction of incorporation.
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(b) It has the power to own its assets and carry on the business which it conducts.16.2 **Binding Obligations**The obligations expressed to be assumed by it under this Agreement are legal, valid, bindingand enforceable obligations subject to: (a) any general principles of law limiting its obligations in respect of equitableremedies, insolvency, liquidation or creditors’ rights generally; or  (b) any other general principles of law limiting its obligations which arespecifically referred to in any legal opinion delivered pursuant to Clause 4.1 (*Initialconditions precedent*) of the Senior Facility Agreement.16.3 **Non Conflict with Other Obligations**Its entry into and performance by it of, and the transactions contemplated by, thisAgreement do not and will not conflict with: (a) any law or regulation applicable to it;  (b) its constitutional documents; or  (c) in any material respect, any material agreement or instrument binding upon itor any of its assets.16.4 **Power and authority**It has the power to enter into, perform and deliver, and has taken all necessary action toauthorise its entry into, performance and delivery of this Agreement and the transactionscontemplated by this Agreement.16.5 **Validity and admissibility in evidence**All Authorisations required or desirable: (a) to enable it lawfully to enter into, exercise its rights and perform and complywith its obligations under this Agreement;  (b) to ensure that those obligations are valid, legally binding and enforceable;and  (c) to make this Agreement admissible evidence in its jurisdiction ofincorporation,have been, or by the time necessary to perform their obligations under this Agreement willbe, obtained or effected and are, or will be at such time, in full force and effect.16.6 **Shareholding and Security**(a) As at the date of this Agreement: (i) the Sponsor beneficially owns, indirectly through the Intermediate HoldCos, theHoldCo Shares, being the entire issued share capital of HoldCo;
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 (ii) the Sponsor beneficially owns, indirectly through the Intermediate HoldCos andHoldCo, the Borrower Shares, being the entire issued share capital of the Borrower; and  (iii) HoldCo legally and beneficially owns the Borrower Shares, being the entireissued share capital of the Borrower.(b) No Security exists on or over the Borrower Shares owned by HoldCo or the Junior Debt.16.7 **Repetition**Each of the representations set out in Clauses 16.1 (*Status*) to 16.4 (*Power and authority*)and paragraph (b) of Clause 16.6 (*Shareholding and Security*) are deemed to be made by eachof the Sponsor and HoldCo by reference to the facts and circumstances then existing on thedate of each Utilisation Request for a Loan (other than a Facility D Rollover Loan or aSwingline Rollover Loan) provided that where any representation or warranty is expressed tobe given as of a specific date, such representation and warranty under this Clause 16 shallbe made on and as of that date.17. **PAYMENTS AND TAXES**17.1**Payment Mechanics**Any sum to be paid under this Agreement shall be made in immediately available cleared fundson the date on which payment is due pursuant to this Agreement by direct bank transfer to: (a) in the case of sums to be paid to HoldCo and unless otherwise specified in thisAgreement, the Singapore Dollar denominated account (number 003-905873-0) or the USDollar denominated account (0003-003614-01-8-022) with the principal Singapore officesof DBS Bank Ltd;  (b) in the case of sums to be paid to the Borrower and unless otherwise specifiedin this Agreement, the Financing Contributions Account; or  (c) in the case of any other sums to be paid, such account which the SecurityTrustee has or may from time to time have notified to the relevant Party.17.2 **No Set-off**All sums payable by the Sponsor or HoldCo under this Agreement to any other Party shall becalculated and be made without (and free and clear of any deduction for) set-off.17.3 **Gross-Up**If HoldCo or the Sponsor is obliged by law to make any deduction or withholding from anysuch sum (to the extent that such deduction or withholding is or was a direct result of achange in law or the interpretation, administration or application of law after the date ofthis
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Agreement or with respect to a Secured Party that becomes a Secured Party after thedate of this Agreement, after the relevant Transfer Date): (a) it shall notify the Security Trustee of any such requirement (or any change inany such requirement) as soon as it becomes aware of it; and  (b) the sum payable by it in respect of which such deduction or withholding isrequired shall be increased to the extent necessary to ensure that, after making thatdeduction or withholding, the Borrower, HoldCo (if applicable), the Agent, the SecurityTrustee or the relevant Senior Creditor, as the case may be, receives and retains (freefrom any liability in respect of any deduction or withholding) a net sum equal to thesum which the Borrower, HoldCo, the Agent, the Security Trustee or the relevant SeniorCreditor, as the case may be, would have received and so retained if no such deductionor withholding had been required or made.18. **CALCULATIONS AND CERTIFICATES**18.1**Accounts**In any litigation or arbitration proceedings arising out of or in connection with thisAgreement, the entries made in the accounts maintained by a Senior Creditor are *prima facie*evidence of the matters to which they relate.18.2 **Certificate and Determinations**Any certification or determination by the Security Trustee of an amount under this Agreementis, in the absence of manifest error, conclusive evidence of the matters to which itrelates.19. **EXPENSES AND STAMP DUTY**The Sponsor agrees to pay: (a) within 15 Business Days of demand, the amount of all costs and expenses(including legal fees) incurred by the Security Trustee in connection with theenforcement of, or the preservation of any rights against the Sponsor under thisAgreement; and  (b) promptly, and in any event before any interest or penalty becomes payable, anystamp, documentary, registration or similar tax payable in connection with the entryinto, registration, performance, enforcement or admissibility in evidence of thisAgreement against it.
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20. **DURATION**This Agreement shall commence on the date hereof and shall continue in full force andeffect: (a) in relation to Clause 2 (*Sponsor and HoldCo Financing Contributions*), Clause 3(*Project Undertakings*) and Clause 4 (*Defects in Purchase*), until the Project SupportTermination Date; and  (b) in every other case, until the Senior Debt is Discharged,in each case, without prejudice to any accrued rights and obligations existing at the dateof termination. The Security Trustee shall notify the Sponsor as soon as reasonablypracticable after this Agreement (or the relevant part of this Agreement) ceases to haveeffect.21. **CHANGES TO THE PARTIES**21.1**Benefit of Agreement**This Agreement shall benefit and be binding on the Parties, their respective successors andany permitted assignee or transferee of all or some of a Party’s rights and obligationsunder this Agreement.21.2 **No Assignment**None of the Borrower, HoldCo and the Sponsor may assign any of its rights or transfer any ofits rights or obligations under this Agreement except with the consent of all the Lenders oras permitted under Clause 29.1 (*Assignments and transfer by Obligors*) of the FacilityAgreement.21.3 **Resignation of Mauritius HoldCo**(a) Mauritius HoldCo may request that it ceases to be a HoldCo by delivering to the SecurityTrustee a Resignation Letter.(b) The Security Trustee shall accept a Resignation Letter and notify Mauritius HoldCo and theSecured Parties of its acceptance if: (i) the Sponsor notifies the Security Trustee that the entire issued share capitalof the Borrower owned by Mauritius HoldCo has been transferred to Singapore HoldCo forthe purposes of a Permitted Corporate Restructuring; and  (ii) no Default is continuing or would result from the acceptance of the ResignationLetter (and Mauritius HoldCo has confirmed this is the case),whereupon Mauritius HoldCo shall cease to be a HoldCo and shall have no further rights orobligations as a HoldCo under this Agreement.
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21.4 **Replacement of the Security Trustee**Upon the resignation or removal of the Security Trustee pursuant to (and in accordance with)the Senior Finance Documents: (a) the resigning or, as the case may be, removed Security Trustee shall beautomatically discharged from any further obligations under this Agreement;  (b) its successors and the other parties shall have the same rights and obligationsamong themselves as they would have had if the successor had been an original party tothis Agreement; and  (c) this Agreement shall be construed as if all references to the former SecurityTrustee were replaced by references to the successor Security Trustee.21.5 **Disclosure of information**(a) Each Secured Party shall hold all non-public information obtained pursuant to therequirements of this Agreement and any other Senior Finance Document in accordance with thatSecured Party’s customary procedures for handling confidential information of this nature andin accordance with safe and sound banking or investment practices, it being understood andagreed by the Sponsor and HoldCo that in any event each Secured Party: (i) may make disclosure to its affiliates, head office, representative offices,subsidiaries, related corporation and branch offices (whether in Singapore or overseas)in accordance with its internal compliance and disclosure policies so long as suchaffiliates, head office, representative offices, related corporation, subsidiaries orbranch offices keep such disclosed non-public information confidential;  (ii) may make disclosures to any actual, prospective or potential bona fideassignee, transferee or participant in connection with the contemplated assignment,transfer or the granting of any participation by that Secured Party of any Utilisationsor any participations therein (provided that such actual, prospective orpotential assignee, transferee or participant agrees to be bound by this Clause 21.5);or  (iii) (where that Secured Party is the Agent or the Security Trustee) may makedisclosures to any bona fide person who is succeeding that Secured Party in thatcapacity (provided that such person agrees to be bound by this Clause 21.5);  (iv) may make disclosures to any other Secured Party;  (v) may make disclosures to any Material Project Party, any Intermediate HoldCo orthe Sponsor;  (vi) may make disclosures to the Lenders’ Consultants or its professional advisers(provided that such adviser agrees to be bound by this Clause 21.5 or, in thecase
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   of the Lenders’ Construction Consultant, it is bound by the terms of itsengagement); or  (vii) may make disclosures required or requested by any Governmental Agency orrepresentative thereof or pursuant to legal process; provided that, unlessspecifically prohibited by applicable law or court order, that Finance Party shallnotify the Borrower of any request by any Governmental Agency or representative thereof(other than any such request in connection with any examination of the financialcondition of such Finance Party by such Governmental Agency) for disclosure of any suchnon-public information.(b) For the purposes of paragraph (a) above, “**non-public information**” shall not includeinformation that is not acquired from (i) any of the Obligors, the Sponsor, HoldCo or any oftheir respective Subsidiaries or Affiliates (or persons acting on behalf of or retained by anyof the Obligors, the Sponsor, HoldCo or any of their respective Subsidiaries or Affiliates),(ii) persons retained by or acting on behalf of any Secured Party in connection with thisAgreement (including the Lenders’ Consultants) and the transactions contemplated hereby or(iii) persons known by such Secured Party to be under a duty or an obligation ofconfidentiality to the Borrower (it being understood that the Secured Parties, theirrespective Affiliates and the Lenders’ Consultants shall be under an obligation ofconfidentiality)*.*(c) Concurrently with the delivery of any document or notice required to be delivered pursuant tothis Clause 21.5, each of the Borrower, HoldCo or the Sponsor (as the case may be) shallindicate in writing whether such document or notice contains non-public information (and ifthe Borrower, HoldCo or the Sponsor (as the case may be) does not so indicate (actingreasonably), it shall be deemed to contain non-public information). Each of the Borrower,HoldCo, the Sponsor and the Security Trustee acknowledge that certain of the Secured Partiesmay be “public-side” Secured Parties (Secured Parties that do not wish to receive materialnon-public information with respect to Borrower, HoldCo, the Sponsor, their respectiveSubsidiaries or their respective securities) and, if documents or notices required to bedelivered pursuant to this Clause 21.5 or otherwise are being distributed through IntraLinks,IntraAgency, SyndTrak or another relevant website or other information platform (the“**Platform**”), any document or notice that the Borrower, HoldCo or the Sponsor (as the case maybe) has indicated contains non-public information shall not be posted on that portion of thePlatform designated for such public-side Secured Parties. The Platform and any ApprovedElectronic Communications are provided “as is” and “as available”. None of the Secured Partiesor any of their respective officers, directors, employees, agents, advisors or representatives(the “**Relevant Affiliates**”) warrant the accuracy, adequacy, or completeness of the ApprovedElectronic Communications or the Platform and each expressly disclaims liability for errors oromissions in the Platform and the Approved Electronic Communications. No warranty of any kind,express, implied or statutory, including any warranty of merchantability, fitness for aparticular purpose, non-infringement
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  of third party rights or freedom from viruses or othercode defects is made by the Relevant Affiliates in connection with the Platform or theApproved Electronic Communications. (d) For the purpose of paragraph (c) above, “Approved Electronic Communications” means anynotice, demand, communication, information, document or other material that the Borrower,HoldCo or the Sponsor provides to the Security Trustee pursuant to any Transaction Document orthe transactions contemplated therein which is distributed to the Secured Parties by means ofelectronic communications.22. **SENIOR CREDITORS’ RIGHTS AND LIABILITIES**22.1**Benefit of Rights, etc.**In this Agreement, the benefit of all representations and warranties, undertakings and allobligations of, respectively, the Borrower, HoldCo and the Sponsor made or given in favourof the Security Trustee shall also be made or given in favour of the Secured Parties whoshall be entitled to enforce such rights pursuant to the Contracts (Rights of Third Parties)Act, Chapter 53B of Singapore as contemplated by Clause 24.6 (*Third Party Beneficiaries*).22.2 **Sponsor’s/Singapore HoldCo’s Obligations**     Any: (a) transfer of HoldCo Shares beneficially owned, directly or indirectly, by theSponsor or the number of Borrower Shares beneficially (indirectly through theIntermediate HoldCos and HoldCo) owned by the Sponsor; or  (b) any resignation of Mauritius HoldCo as a HoldCo,in each case after the date of this Agreement, shall not cancel, reduce or materiallyadversely effect the obligations of the Sponsor or Singapore HoldCo under this Agreement.22.3 **Secured Party Liability**No Secured Party shall be liable to the Sponsor for any Losses resulting from any act oromission of any Secured Party or its respective officers, employees or agents in relation tothis Agreement except to the extent caused by its or his own gross negligence, wilfuldefault or wilful misconduct.22.4 **Security Trustee Instructions**In this Agreement, any discretion conferred upon the Security Trustee shall be exercised inaccordance with the terms of the Facility Agreement and Intercreditor Agreement.23. **NOTICES**23.1**Communications in writingAny communication to be made under or in connection with this Agreement shall be made inwriting and, unless otherwise stated, may be made by fax or letter.
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23.2 **Addresses**   The address and fax number (and the department or officer, if any, for whose attention thecommunication is to be made) of each Party for any communication or document to be made ordelivered under or in connection with this Agreement is as follows: (a) Sponsor       Las Vegas Sands Corp.       Address: 3355 Las VegasBoulevard SouthLas VegasNV 89109United States of America       Fax No: (702) 733-5088       Attention: General Counsel’s Office (b) Mauritius HoldCo       Sands Mauritius Holdings       Address: 9 Raffles Place#45-01 Republic PlazaSingapore 048619       Fax No: (65) 6536 6327       Attention: Robert E. Harayda (c) Singapore HoldCo       MBS Holdings Pte. Ltd.       Address: 9 Raffles Place#45-01 Republic PlazaSingapore 048619       Fax No: (65) 6536 6327       Attention: Robert E. Harayda (d) Borrower       Marina Bay Sands Pte. Ltd.       Address: 9 Raffles Place#45-01 Republic PlazaSingapore 048619       Fax No: (65) 6536 6327
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       Attention: Robert E. Harayda (e) Security Trustee       DBS Bank Ltd.       Address: 6 Shenton WayDBS Building Tower One#31-00Singapore 068809       Fax No: (65) 6324 4427       Attention: Noor Azizah Ador/Anne Lim Sze Pheng       or any substitute address, fax number or department or officer as the Party maynotify to the other Parties, by not less than five Business Days’ notice.23.3 **Delivery** (a) Any communication or document made or delivered by the Sponsor, the Borrower or HoldCo underor in connection with this Agreement 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 threeBusiness Days after being deposited in the post (postage prepaid) in an envelopeaddressed to it at that address,  and, if a particular department or officer is specified as part of its address detailsprovided under Clause 23.2 (*Addresses*), if addressed to that department or officer. (b) Any communication or document to be made or delivered to the Security Trustee will beeffective only when actually received by the Security Trustee and then only if it is expresslymarked for the attention of the department or officer identified in Clause 23.2 (*Addresses*)(or any substitute department or officer as it shall specify for this purpose). (c) All notices from or to the Borrower, HoldCo or the Sponsor shall be sent through the SecurityTrustee. 24. **MISCELLANEOUS** 24.1 **Amendments and Waivers**   This Agreement may not be amended, waived, supplemented or otherwise varied unless inwriting and signed by or on behalf of each Party. 24.2 **Remedies and Waivers**   No failure to exercise, nor any delay in exercising, on the part of the Security Trustee ofany right, power or remedy under this Agreement shall operate as a waiver, nor shall anysingle or partial exercise of any right or remedy prevent any further or other exercise orthe
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  exercise of any other right or remedy. The rights and remedies provided in this Agreementare cumulative and not exclusive of any rights or remedies provided by law. 24.3 **Partial Invalidity**   If, at any time, any provision of this Agreement is or becomes illegal, invalid orunenforceable in any respect under any law of any jurisdiction, neither the legality,validity or enforceability of the remaining provisions nor the legality, validity orenforceability of such provision under the law of any other jurisdiction will, in any way,be affected or impaired. 24.4 **No Partnership**   Neither this Agreement nor any other agreement or arrangement of which it forms part, northe performance by the Parties of their respective obligations under any such agreement orarrangement, shall constitute a partnership between the Parties. 24.5 **Counterparts**   This Agreement may be executed in any number of counterparts and this has the same effect asif the signatures on the counterparts were on a single copy of the Agreement. 24.6 **Third Party Beneficiaries** (a) Save as provided in paragraph (b) below, this Agreement is intended for the sole andexclusive benefit of the Parties. (b) The Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore is expressly excludedsave for the rights of the Secured Parties, acting in accordance with the terms of the SeniorFinance Documents, to enforce any rights of the Security Trustee as if they were a party tothis Agreement. 24.7 **Hierarchy of Agreements**   In the event of any conflict between the terms of (a) any agreement between the Sponsor,HoldCo and/or the Borrower, and (b) the terms of this Agreement, then the terms of thisAgreement shall prevail. 24.8 **Entire Agreement**   This Agreement constitutes the entire agreement between the Sponsor, HoldCo and the SecurityTrustee with respect to the subject matter of this Agreement. 25. **GOVERNING LAW**   This Agreement is governed by Singapore law. 26. **ENFORCEMENT** 26.1 **Jurisdiction of Singapore Courts** (a) Except as provided in paragraph (c) below, the courts of Singapore have exclusivejurisdiction to settle all Disputes.
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(b) The Parties agree that the courts of Singapore are the most appropriate and convenient courtsto settle Disputes and accordingly none of the Sponsor, HoldCo or the Borrower shall argue tothe contrary. (c) This Clause 26.1 is for the benefit of the Security Trustee and the Secured Parties only. Asa result, neither the Security Trustee nor any Secured Party shall be prevented from takingproceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowedby law, the Security Trustee and the Secured Parties may take concurrent proceedings in anynumber of jurisdictions. 26.2 **Service of process**   Without prejudice to any other mode of service allowed under any relevant law, each of theSponsor and Mauritius HoldCo: (a) irrevocably appoints the Borrower as its agent for service of process inrelation to any proceedings before the Singapore courts in connection with thisAgreement (and the Borrower hereby accepts such appointment); and  (b) agrees that failure by a process agent to notify it of the process will notinvalidate the proceedings concerned.
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**Schedule 1********************************************************************