Common use of Covenant to Pay Clause in Contracts

Covenant to Pay. The Issuer hereby covenants with the Trustee that it shall, on any date on which a payment of Principal in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay to the Trustee (or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deed.

Covenant to Pay. The Issuer hereby covenants with the Trustee that it shall, on any date on which a payment of Principal in respect when the Notes of any ETP Securities becomes Series, or any of them, become due to be redeemed in whole or in part in accordance with the their Conditions, unconditionally pay or procure to the Trustee (be paid to or to the order of or for the account of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, amount then becoming due on that date in respect of the ETP Securities which is due and payable on that date Notes of each Class of such Series and shall (subject to the Conditions) terms of such Series until such payment (both after as well as before and after any judgment or other order of a competent court) unconditionally pay to or to the order of or for the account of the Trustee in respect of such Final Redemption Amountspecified in the relevant MTN Supplement) of the Notes of such Series then outstanding at the rate or rates set out in, Optional Redemption or calculated from time to time in accordance with, the terms thereof and on the dates provided for in such terms, provided that: 3.1.1 the Issuer shall only be obliged to pay such Principal Amount or Mandatory Redemption Amountand interest, as applicableDeferred Interest and Additional Interest, as if any, to the extent set out in this Deed and the Conditionsrelated MTN Supplement, provided that (i) in respect of such Series; 3.1.2 every payment of any a Principal due under the ETP Securities pursuant Amount or interest, Deferred Interest and Additional Interest, if any, in respect of Notes of such Series made to or to the Conditions made to order or for the Issuing and account of the Principal Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that such extent, satisfy the Issuer's such obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by in the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such subsequent payment thereof to the relevant ETP Securityholders (whether via Noteholders of such Series under the terms of the relevant Series; and 3.1.3 in the case of any payment through the Relevant Clearing System or otherwise) and (ii) in respect of Notes of such a payment of Principal Series made after the due date or as a result of the ETP Securities becoming repayable following subsequent to an Event of Default or the occurrence in respect of a Mandatory Redemption Event such Series, payment shall not be deemed to have been made when until the full amount due in accordance with the terms thereof has been received by the Issuing and Principal Paying Agent and/or the Registrar (as the case may be) or the Trustee in respect of such Series and notice to that effect has been duly given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass relevant Noteholder of such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise)Series in accordance with such terms. This covenant shall only have effect each time ETP Securities are issued and outstanding, when the The Trustee shall, upon execution of the relevant Supplemental Trust Deed, will hold the benefit of this covenant in relation to each Series on trust for itself and the ETP Securityholders Holders of the relevant that Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deed.

Covenant to Pay. The Subject to paragraph 6 (Limited Recourse; Non-Petition) of the Common Terms, the Loan Note Issuer hereby covenants with and undertakes to the Security Trustee that it shallwill, in accordance with the relevant Loan Note Conditions, on any date on which a payment of Principal in respect when the Loan Notes of any ETP Securities becomes Series, or any of them, become due to be redeemed or repaid in whole or in part in accordance with the relevant Loan Note Conditions, unconditionally pay or procure to the Trustee (be paid to or to the order of or for the account of the Security Trustee) , in immediately available funds in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city currency as that in which banks have access to the TARGET2 Systemsuch Loan Notes are denominated, the Final Redemption Amount, Optional Redemption Principal Amount or Mandatory Redemption Amount, as applicable, Outstanding and any other amount then becoming due on that date in respect of the ETP Securities which is due and payable on that date such Loan Notes and shall (subject to the Conditions) terms of such Loan Notes), until such payment (both after as well as before and after any judgment or other order of a competent court) ), unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except Security Trustee, as aforesaid, interest on the Principal Amount Outstanding of such Loan Notes, including Deferred Interest and Additional Interest, if any, at the rate or rates set out in, or calculated from time to time in accordance with, the terms of the relevant Loan Note Supplement and Loan Note Conditions and on the dates provided for in such terms, provided that: 3.1.1 the Loan Note Issuer shall only be obliged to pay such Principal Amount Outstanding and interest (including Deferred Interest and Additional Interest), if any, to the extent that there is failure by set out in this Deed and the Issuing related Loan Note Conditions and Paying Agent and/or the Registrar (as Loan Note Supplement in respect of such Loan Notes; and 3.1.2 in the case may be) to pass of any payment in respect of such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal Loan Notes made after the due date or as subsequent to a result of the ETP Securities becoming repayable following an Loan Note Event of Default or the occurrence in respect of a Mandatory Redemption Event such Loan Notes, payment shall not be deemed to have been made when until the full amount due in accordance with the terms thereof has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Security Trustee in respect of such Loan Notes and notice to that effect has been duly given to the ETP Securityholders, except relevant Loan Note Holders in accordance with such terms by the Security Trustee. Payments made to any Loan Note Holder in accordance with the relevant Loan Note Conditions shall satisfy this obligation to the extent that there is failure by the Issuing of such payments and Paying Agent and/or the Registrar (shall, save as the case may be) to pass such payment specified herein, be a good discharge to the relevant ETP Securityholders (whether via payment through Loan Note Issuer and the Relevant Clearing System or otherwise)Security Trustee. This covenant shall only have effect each time ETP Securities for so long as Loan Notes of any Series are issued outstanding and outstanding, when the Security Trustee shall, upon execution of the relevant Supplemental Trust Deed, will hold the benefit of this covenant in relation to each Series of Loan Notes on trust for itself and the ETP Securityholders Loan Note Holder(s) of the relevant that Series of ETP Securities Loan Notes according to their respective interests, subject as provided in the relevant Trust Deed.

Covenant to Pay. The Issuer 2.1 In consideration of the Bank agreeing to grant or continuing to grant or make available to and for the benefit of the Customer and/or the Assignor the Facilities to such an extent and for so long as the Bank may think fit each of the Customer and the Assignor hereby covenants and undertakes that it/he will ON DEMAND pay to the Bank the Indebtedness together with compensation (ta’widh) (as well after as before any demand or judgment and irrespective of whether or not the Trustee that it shallbanker-customer relationship between the Bank and the Customer has ceased or been terminated) commission and other banking charges and all costs, on any date on charges and other expenses which a payment of Principal the Bank may charge in respect of the Facilities or which the Bank may pay or incur in registering this Assignment or in perfecting the present security or in enforcing or obtaining payment of such monies (including but not limited to legal fees on a solicitor and client basis) or in paying any ETP Securities becomes costs or expenses whatsoever in respect of or in defending prosecuting or otherwise howsoever taking part in or attending at (whether on a watching brief as observer or otherwise howsoever) any action enquiry hearing suit or other proceedings whatsoever affecting any of the benefits rights title and interest in and to and under the Secured Property (as defined hereunder) and also all other payments and sums hereinafter mentioned or stipulated on a full indemnity basis and other usual banker’s charges. 2.2 The Bank shall be at liberty and is hereby expressly authorised by the Customer and the Assignor to advance or pay where applicable the Facilities or such part or parts thereof to the Builder, Contractor, Architect, Engineer, Consultant, Designer, Project Manager, Seller, Vendor, Supplier, Distributor, Manufacturer Agent and/or any other person responsible for or concerned with the implementation of the Contracts or any one of them or any part thereof and/or any materials, equipment, machinery, computers, products, tools and/or other things required or to be delivered or used thereunder or for any of the purposes thereof at such times on such terms in such manner by such amounts and upon such contingencies and conditions as the Bank may in its absolute discretion decide and such authority as aforesaid shall be irrevocable and that all advances and payments to such aforesaid person or persons shall for all purposes whatsoever be deemed to be and form part of the monies secured by and owing under this Assignment and the acknowledgment or receipt of such aforesaid person or persons shall be as good and sufficient and effective as if the same had been made or given by the Customer and/or the Assignor personally and it is hereby further irrevocably agreed and confirmed by the Customer and the Assignor that the Customer and the Assignor shall not be entitled to object to or to restrain such payment by the Bank. 2.3 Notwithstanding anything contained in this Assignment the Bank may, at its absolute discretion and without assigning any reasons therefor and without discharging or in any way affecting the security hereby created, refuse and/or discontinue the progressive release of the Facilities or any part thereof for the Customer’s and/or the Assignor’s use or benefit in the event that the Customer and/or the Assignor shall fail and/or refuse and/or neglect to promptly pay the amount due on any of the progressive release or release in accordance with the Conditions, unconditionally terms and conditions contained herein or any other Security Documents or any other charges expenses or outgoings due by the Customer and/or the Assignor or the Customer and/or the Assignor shall commit any breach of any of the terms and conditions express or implied as herein contained. 2.4 In the event that the Bank had given or agreed to give on the Assignor’s authority (which authority is hereby confirmed by the Assignor) its express or implied undertaking guarantee or covenant to: 2.4.1 any of the persons mentioned in Clause 2.2 herein (hereinafter referred to as “the Recipient”) or its solicitors or firm of solicitors purporting to act for the Recipient to pay; or 2.4.2 pay the Bank’s solicitors to enable the Bank’s solicitors to give to the Trustee (Recipient or the Recipient’s solicitors their solicitor’s undertaking to pay; any contract sum, construction cost, purchase price, consultant’s fee and/or any other amounts payable by the Customer and/or the Assignor under or in relation to the order Contracts or any one of them or any part thereof progressively in accordance with the Trustee) terms as agreed between them the Assignor agrees (in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access addition to the TARGET2 System, Secured Property (as defined hereunder) being assigned or charged to secure the Final Redemption Amount, Optional Redemption Amount monies referred to in Clause 2.1 hereof) that the payment of all monies undertaken or Mandatory Redemption Amount, as applicable, in respect of guaranteed or covenanted to be paid by the ETP Securities which is due and payable on that date and shall (subject Bank to the Conditions) until such payment (both before and after any judgment Recipient or other order of a competent court) unconditionally pay to the Recipient’s solicitors or to the order of the Trustee in respect of such Final Redemption AmountBank’s solicitors, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in , shall be secured under this Assignment and the Agency Agreement shall, to that extent, satisfy Customer and Assignor both jointly and severally will at all times hereafter indemnify and keep the Issuer's obligation to make payments of Principal in respect of Bank indemnified against all actions proceedings costs expenses claims and demands which may be taken incurred or suffered by the relevant ETP Securities Bank arising from the aforesaid undertaking given by the Bank to the Trustee for Recipient or the account of Recipient’s solicitors or the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (Bank’s solicitors, as the case may be) . 2.5 With regard to pass such payment any facility as is subject to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System any specific agreement or otherwise) and (ii) a payment of Principal made after the due date arrangement now or hereafter subsisting as a result aforesaid, each of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself Customer and the ETP Securityholders Assignor hereby covenants to discharge and satisfy such facility in accordance with the terms of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedsuch agreement or arrangement.

Covenant to Pay. The Issuer hereby covenants In consideration of MBSB having agreed at the request of the Chargor(s) to grant to Xxxxxxx(s) a loan in the sum stated in Section 3 of the First Schedule hereto (hereinafter called “the Loan” which expression shall include wherever the context so permits any balance of part thereof) or in connection with or arising from the Trustee that it shall, Facilities granted by MBSB at any time and from time to time the Chargor(s) HEREBY AGREE(S) CONVENANT(S) AND UNDERTAKE(S): (a) to repay MBSB on demand the Loan together with interest thereon calculated at the rate stated in Section 4 of the First Schedule hereto on monthly rests (hereinafter referred to as “the Prescribed Rate” which expression shall include where and when applicable such other rate as may from time to time be substituted therefor in the manner hereinafter provided) or in connection with or arising from the Facilities granted by MBSB at any time and from time to time as well as before Judgement. AND until demand as aforesaid the Chargor(s) shall repay the Loan and interest thereon at the Prescribed Rate by monthly instalments in the sum stated in Section 5 of the First Schedule hereto or such other amount as may be determined by MBSB (hereinafter referred to as the “Instalments”) the first of the Instalments commencing from one (1) month after the date on which a payment the full amount of Principal in respect the Loan shall have been advanced or paid to or on behalf or for the benefit of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay to the Trustee Chargor(s) (or on such other date as MBSB may stipulate) and the subsequent Instalments to be paid at regular successive intervals of one (1) month until the order full amount of the Trustee) in Loan and all interest thereon shall have been fully paid and satisfied before the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect expiry of the ETP Securities which is due and payable on that date and shall Term stated in Section 7 of the First Schedule hereto. (subject to the Conditionsb) until such time as the Chargor(s) shall commence to make payment (both before and after any judgment or other order of a competent courtthe Instalments the Chargor(s) unconditionally shall pay to MBSB interest at the Prescribed Rate to be calculated on monthly rests on every sum advanced to or to otherwise howsoever payable by the order Chargor(s) under this Charge (whether the same shall form part of the Trustee Loan or otherwise howsoever) from the date on which the sum in respect question shall first be advanced or paid out by MBSB on the first day of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out every month commencing in the Conditions, month following next after the said date on which such sum shall first be advanced or paid out as aforesaid. (c) to pay all sums and moneys as are or may become payable by the Chargor(s) under this Charge and in particular (but without limiting the generality of the foregoing) all the costs charges expenses and other sums and moneys provided herein. AND NOTWITHSTANDING that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided payments specified in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case preceding clauses may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when as aforesaid the full amount due has been received Loan and any monies payable by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may beChargor(s) to pass such payment MBSB under this Charge and interest thereon as herein provided shall continue to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust be due for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedall purposes ON DEMAND.

Covenant to Pay. The Issuer 1.1 In consideration of the Lender agreeing to grant or continuing to grant or make available to and for the benefit of the Borrower and/or the Assignor the Banking Facilities to such an extent and for so long as the Lender may think fit each of the Borrower and the Assignor hereby covenants with and undertakes that it/he will ON DEMAND pay to the Trustee that it shall, Lender all monies which now are or shall from time to time or at any time hereafter may be due or owing to the Lender or for which the Borrower may be or become liable to the Lender anywhere on any current or other account or in any manner whatsoever and discharge all liabilities incurred by the Borrower to the Lender whether actual or contingent alone or jointly with any other person and in whatever style or name and whether as principal or surety including but not limited to liabilities in respect of: 1.1.1 cheques bills notes drafts or other negotiable or non-negotiable instruments accepted paid or discounted for and on behalf of the Borrower; 1.1.2 any bond guarantee indemnity or letter of credit given established or opened by the Lender for or at the request of the Borrower; 1.1.3 foreign exchange transactions and any contracts for the forward delivery of goods bills or specie; 1.1.4 any trust receipts; together with interest accruing on the principal (as well after as before any demand or judgment and irrespective of whether or not the banker customer relationship between the Lender and the Borrower has ceased or been terminated) to date on of full payment at such rate as the Lender may from time to time prescribe, having regard to, inter alia, the nature of each banking facility (hereinafter referred to as “the relevant Prescribed Rate” which a expression shall include the interest as varied from time to time under the provisions hereinafter contained) calculated in the manner as may be agreed by the Borrower from time to time having regard to, inter alia, the nature of each banking facility from such date or dates as may be selected by the Lender to the date of full payment of Principal and together also with commission discount and other banking charges and all costs charges and other expenses which the Lender may charge in respect of any ETP Securities becomes of the matters aforesaid or which the Lender may pay or incur in registering this Assignment or in perfecting the present security or in enforcing or obtaining payment of such monies (including but not limited to legal fees on a solicitor and client basis) or in paying any costs or expenses whatsoever in respect of or in defending prosecuting or otherwise howsoever taking part in or attending at (whether on a watching brief as observer or otherwise howsoever) any action enquiry hearing suit or other proceedings whatsoever affecting any of the benefits rights title and interest in and to and under the Secured Property (as defined hereunder) and also all other payments and sums hereinafter mentioned or stipulated on a full indemnity basis and other usual banker’s charges. 1.2 The Lender shall be at liberty and is hereby expressly authorised by the Borrower and the Assignor to advance or pay where applicable the Banking Facilities or such part or parts thereof to the Builder Contractor Architect Engineer Consultant Designer Project Manager Seller Vendor Supplier Distributor Manufacturer Agent and/or any other person responsible for or concerned with the implementation of the Contracts or any one of them or any part thereof and/or any materials, equipment, machinery, computers, products, tools and/or other things required or to be delivered or used thereunder or for any of the purposes thereof at such times on such terms in such manner by such amounts and upon such contingencies and conditions as the Lender may in its absolute discretion decide and such authority as aforesaid shall be irrevocable and that all advances and payments to such aforesaid person or persons shall for all purposes whatsoever be deemed to be and form part of the monies secured by and owing under this Assignment and the acknowledgment or receipt of such aforesaid person or persons shall be as good and sufficient and effective as if the same had been made or given by the Borrower and/or the Assignor personally and it is hereby further irrevocably agreed and confirmed by the Borrower and the Assignor that the Borrower and the Assignor shall not be entitled to object to or to restrain such payment by the Lender. 1.3 Notwithstanding anything contained in this Assignment the Lender may, at its absolute discretion and without assigning any reasons therefor and without discharging or in any way affecting the security hereby created, refuse and/or discontinue the progressive release of the Banking Facilities or any part thereof for the Borrower’s and/or the Assignor’s use or benefit in the event that the Borrower and/or the Assignor shall fail and/or refuse and/or neglect to promptly pay the interest due on any of the progressive release or releases in accordance with the Conditions, unconditionally terms and conditions contained in any letters referred to in Clause 50 herein or any other security documents or any other charges expenses or outgoings due by the Borrower and/or the Assignor or the Borrower and/or the Assignor shall commit any breach of any of the terms and conditions express or implied as herein contained. 1.4 In the event that the Lender had given or agreed to give on the Assignor’s authority (which authority is hereby confirmed by the Assignor) its express or implied undertaking guarantee or covenant to: 1.4.1 any of the persons mentioned in Clause 1.2 herein (hereinafter referred to as “the Recipient”) or its solicitors or firm of solicitors purporting to act for the Recipient to pay; or 1.4.2 pay the Lender’s solicitors to enable the Lender’s solicitors to give to the Trustee (Recipient or the Recipient’s solicitors their solicitor’s undertaking to pay; any contract sum, construction cost, purchase price, consultant’s fee and/or any other amounts payable by the Borrower and/or the Assignor under or in relation to the order Contracts or any one of them or any part thereof progressively in accordance with the Trustee) terms as agreed between them the Assignor agrees (in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access addition to the TARGET2 System, Secured Property (as defined hereunder) being assigned or charged to secure the Final Redemption Amount, Optional Redemption Amount monies referred to in Clause 1.1 hereof) that the payment of all monies undertaken or Mandatory Redemption Amount, as applicable, in respect of guaranteed or covenanted to be paid by the ETP Securities which is due and payable on that date and shall (subject Lender to the Conditions) until such payment (both before and after any judgment Recipient or other order of a competent court) unconditionally pay to the Recipient’s solicitors or to the order of the Trustee in respect of such Final Redemption AmountLender’s solicitors, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in , shall be secured under this Assignment and the Agency Agreement shall, to that extent, satisfy Borrower and Assignor both jointly and severally will at all times hereafter indemnify and keep the Issuer's obligation to make payments of Principal in respect of Lender indemnified against all actions proceedings costs expenses claims and demands which may be taken incurred or suffered by the relevant ETP Securities Lender arising from the aforesaid undertaking given by the Lender to the Trustee for Recipient or the account of Recipient’s solicitors or the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (Lender’s solicitors, as the case may be. 1.5 With regard to any banking facility as is subject to any specific agreement or arrangement now or hereafter subsisting as aforesaid, each of the Borrower and the Assignor hereby covenants to discharge and satisfy such banking facility in accordance with the terms of such agreement or arrangement. 1.6 And if the Banking Facilities shall be withdrawn or revoked and/or the said account or accounts current or otherwise shall be closed either by demand as aforesaid or by the liquidation of the Borrower and/or the Assignor or the death of the Borrower and/or the Assignor (or where the Borrower and/or the Assignor shall be more than one person by the death of any one of them) to pass such payment and a balance shall be owing to the relevant ETP Securityholders (whether via payment through Lender by the Relevant Clearing System Borrower, the Borrower and/or the Assignor or otherwise) and (ii) a payment of Principal made after the due date personal representative or as a result successors-in-title of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent Borrower and/or the Registrar (Assignor, as the case may be) , will so long as the same or the Trustee and notice to that effect has been given any part thereof shall remain owing pay to the ETP SecurityholdersLender interest thereon at the rate specified in Clause 4.2 herein or at such higher rate as the Lender may prescribe from time to time calculated on a daily basis with monthly rests or yearly rests, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass , in accordance with the type of banking facility applicable, both after as well as before any demand or judgment and irrespective of whether or not the banker customer relationship between the Lender and the Borrower has ceased or been terminated when such balance shall have been ascertained until full payment is received by the Lender and the Borrower and the Assignor agree that the statement of the Manager Acting Manager or any other officer of the Lender as to the relevant ETP Securityholders (whether via payment through amount of such balance shall be final and conclusive against the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself Borrower and the ETP Securityholders Assignor their estate executor administrator legal representative or successors-in-title for all purposes whatsoever including for purposes of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedlegal proceedings.

Covenant to Pay. The Issuer (a) For value received, each U.S. Loan Party (collectively the “Covenant to Pay Parties” and each a “Covenant to Pay Party”) hereby agrees and covenants with the Trustee U.S. Administrative Agent that it shallshall pay to the U.S. Administrative Agent on first demand, on if and when such amounts become due and payable, amounts equal to all amounts which such Covenant to Pay Party is now or may at any date on time and from time to time hereafter be obligated to pay to the Secured Parties or any one or more of them under any of the Loan Documents to which such Covenant to Pay Party is now or may at any time become a party (such agreement and covenant is hereafter referred to as a “Covenant Obligation”). (b) If, after foreclosure of all Dutch Collateral in which a Lien is granted by any Covenant to Pay Party, the proceeds are not sufficient to satisfy and discharge such Covenant to Pay Party’s Covenant Obligation, the remainder of such Covenant Obligation shall then cease to exist, but without prejudice to any other Obligations which such Covenant to Pay Party may have and without prejudice to any other remedies which the Secured Parties may have under any of the Loan Documents. (c) Each of the Covenant to Pay Parties and the U.S. Administrative Agent agree and acknowledge that (i) each Covenant to Pay Party’s Covenant Obligation consists of obligations and liabilities of such Covenant to Pay Party to UBS AG, Stamford Branch, as U.S. Administrative Agent, separate and independent from and without prejudice to the other Obligations which such Covenant to Pay Party has or may have at any time to the Secured Parties (or any of them) (including UBS AG, Stamford Branch) under this Agreement or any of the other Loan Documents or otherwise, and (ii) each such Covenant to Pay Party’s Covenant Obligation represents the U.S. Administrative Agent’s own claim (i.e., “vordering op naam”) to receive payment of Principal such Covenant to Pay Party’s Covenant Obligation, separate and independent from any claims of the Secured Parties on such Covenant to Pay Party, provided that the total liability of each Covenant to Pay Party under its Covenant Obligation shall be decreased from time to time to the extent that such Covenant to Pay Party, or any other applicable Loan Party, shall have permanently paid any amounts due under this Agreement or any of the other Loan Documents with respect to its other Obligations. Consequently, the total liability of each Covenant to Pay Party under its Obligations shall be decreased from time to time to the extent that such Covenant to Pay Party, or any other applicable Loan Party, shall have fully and finally paid any amounts due under this Agreement or any of the other Loan Documents with respect to its Covenant Obligation. (d) Without limitation of the foregoing provisions of this Section 10.21, nothing contained in respect this Section shall in any way negate or affect any Obligations other than the Covenant Obligation which any of the Covenant to Pay Parties has or at any ETP Securities becomes due time may have under the Loan Documents or otherwise to any Secured Party, including the U.S. Administrative Agent and all payments pursuant to this Section 10.21 shall be applied in the manner set forth in Section 8.03. This Section 10.21 shall no longer apply, and cease to have any force or effect, after all Dutch Collateral has been foreclosed upon or other Disposed of in accordance with the ConditionsLoan Documents, unconditionally pay to the Trustee (or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of but shall become effective at any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in subsequent time that a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which Lien is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due granted under the ETP Securities pursuant Loan Documents with respect to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedany Dutch Collateral.

Covenant to Pay. The Issuer hereby Chargor covenants with the Trustee Lender to pay to the Lender on the Seventh (7th) day after the date of this Charge the principal money and interest secured by this Charge (the Chargor hereby acknowledges that it shallthis shall be the “date specified for repayment” within the meaning and for all purposes of Section 56(2) of the Land Registration Act) and if the amount secured by this Charge is not demanded on the date specified for repayment to pay to the Lender on a date three months after the date of service of written demand by the Lender to the Chargor all money and discharge all obligations and liabilities, whether actual or contingent, now or hereafter due, owing or incurred to the Lender by the Chargor or for which the Chargor is or may become liable in whatever currency denominated whether on any current or other account or otherwise in any manner whatsoever (whether alone or jointly and in whatever style, name or form and whether as principal or surety) including all liabilities in connection with negotiable instruments, drafts, payment orders, foreign exchange transactions, swap arrangements, issuing, confirming, accepting, endorsing or discounting any notes or bills or bonds, guarantees, indemnities, documentary or other credits or any instruments whatsoever from time to time entered into by the Lender for or at the request of the Chargor or in the course of the Bank’s business with the Chargor or otherwise in the discharge of all other liabilities howsoever incurred together with interest to the date on which a of payment of Principal in respect of any ETP Securities becomes due at such rates and upon such terms determined in accordance with the Conditions, unconditionally pay provisions of this Charge as may from time to time be agreed and all commissions and other banking fees and charges payable to the Trustee (Lender in accordance with the Bank’s tariff and similar instrument from time to time and, on a full indemnity basis, all legal and other costs and expenses which the Lender may incur in enforcing or seeking to enforce payment of such monies and liabilities and in relation to the order preparation, execution and enforcement of this Charge provided however that:- no payment by the Trustee) Chargor to the Lender shall be treated as being a payment on account of principal unless all interest due or deemed to be due or accrued has been paid; and all payments due to be made by the Chargor hereunder whether of principal, interest or otherwise shall be made without any set-off, counterclaim or restriction and free and clear of and without deduction whether for or on account of any present or future taxes or otherwise. If at any time whether now or in the Relevant Currency and in same day cleared funds, in future any applicable law regulation or regulatory requirement or any competent taxing authority requires the case of Chargor to make any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount deduction or Mandatory Redemption Amount, as applicable, withholding in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such taxes from any payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee this Charge for the account of the ETP Securityholders except Lender, the sum due from the Chargor in respect of such payment shall be increased to the extent necessary to ensure that there is failure after the making of such deduction or withholding, the Lender receives a net sum equal to the sum which the Lender would have received had no such deduction or withholding been required to be made and the Chargor shall indemnify the Lender against any losses or costs incurred by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass Lender by reason of such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System deduction or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedwithholding.

Covenant to Pay. The Issuer In consideration of the Working Capital Lender agreeing to grant to the Borrower the Working Capital Facilities on the terms and subject to the conditions contained in the Facilities Agreement (a copy of which the Guarantor hereby covenants acknowledges having received) or the Lending Banks agreeing to grant to the Borrower the Ringgit Advances Facility on the terms and subject to the Conditions contained in the Facilities Agreement or the Funding Lender agreeing to grant to the Borrower the Dollar Advances Facility on the terms and subject to the conditions contained in the Facilities Agreement or the Funding Lender agreeing to grant to the Borrower the Dollar RC Facility on the terms and subject to the conditions 6 contained in the Facilities Agreement or the Beneficiaries otherwise acting under or in connection with the Trustee that it shallFacilities Agreement, the Guarantor hereby unconditionally and irrevocably guarantees, as a continuing guarantee, the due punctual payment by the Borrower of the Guaranteed Indebtedness, and conditionally and irrevocably undertakes and agrees that, if for any reason the Borrower does not make payment of any amount of the Guaranteed Indebtedness, by the time, in the currency, on any the date on which a payment of Principal and otherwise if the manner specified in (1) the Facilities Agreement in respect of any ETP Securities becomes that part of the Guaranteed Indebtedness owing to BBMB as a Working Capital Lender (whether on the normal due date, on acceleration or otherwise), (2) the Facilities Agreement in accordance with the Conditionsrespect of that part of the Guaranteed Indebtedness owing to Lending Banks (whether on the normal due date, unconditionally on acceleration or otherwise), or (3) the Facilities Agreement in respect of that part of the Guaranteed Indebtedness owing to the Funding Lender (whether on the normal due date, on acceleration or otherwise), the Guarantor will pay to the Trustee (Facility Agent on demand for its account or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount account or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to relevant Beneficiary such sum in the extent that there is failure by currency and in the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as manner provided in the relevant Trust DeedFacilities Agreement.

Covenant to Pay. The Issuer hereby covenants will in accordance with the Trustee that it shall, this Trust Deed on any date on which a payment when the Bonds or any of Principal in respect of any ETP Securities becomes them become due in accordance with the Conditions, to be redeemed unconditionally pay to the Trustee (or to the order of the Trustee) Trustee in the Relevant Currency and London in same day cleared funds, pounds sterling in the case of any Relevant Currency other than euro, in immediately available funds the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect amount of the ETP Securities which is Bonds becoming due and payable for redemption on that date together with any applicable premium and shall will (subject to the Conditions) until such payment (both before and after any judgment or other order of a court of competent courtjurisdiction) unconditionally pay to or to the order of the Trustee in respect as aforesaid interest on the principal amount of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, the Bonds outstanding as set out in the Conditions, Conditions provided that (i1) subject to Clause 2(D)(2), every payment of any Principal sum due under in respect of the ETP Securities pursuant to the Conditions Bonds made to the Issuing and Principal Paying Agent and/or the Registrar (as the case may be) as provided in the Paying Agency Agreement shall, to that such extent, satisfy the Issuer's such obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by in its subsequent payment (in the Issuing and Paying Agent and/or case of the Registrar Global Bonds) to or to the order of the bearer thereof in accordance with the provisions of the Temporary Global Bond or the Permanent Global Bond, as the case may be, or (in the case of the Definitive Bonds) to the relevant Bondholders or (as the case may be) to pass such payment Couponholders under the Conditions or (but only for the purpose of AMBAC's rights of subrogation under the Bond Policy) to the extent that the relevant ETP Securityholders (whether via payment through is made by AMBAC under the Relevant Clearing System or otherwise) Bond Policy and (ii2) a in the case of any payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall pursuant to Condition 12, payment will be deemed to have been made when the full amount due has been received by the Issuing and Principal Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP SecurityholdersBondholders (if required in accordance with Clause 8(I)), except to the extent that there is failure by in the Issuing and Paying Agent and/or subsequent payment to the Registrar relevant Bondholders or (as the case may be) to pass such payment Couponholders under the Conditions or (but only for the purpose of AMBAC's rights of subrogation under the Bond Policy) to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of extent that the relevant Supplemental Trust Deed, payment is made by AMBAC under the Bond Policy. The Trustee will hold the benefit of this covenant on trust for itself the Bondholders and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust DeedCouponholders.

Covenant to Pay. The Issuer hereby covenants with the Trustee that it shall, on any date on which a payment of Principal in respect of any ETP Securities becomes due in accordance with the Conditions, 2.1 CSEC unconditionally agrees to pay to the Trustee (The City, or directly to the order of the Trustee) in the Relevant Currency and in same day cleared fundsInitial Recipients or Successor Recipients, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) , at the direction of The City (as provided contemplated in Section 2.2), the aggregate amount, or any portion of the aggregate amount in the Agency case that the Foundation has made a partial payment, of the Initial Contribution or Subsequent Contribution payable by the Foundation pursuant to the Community Grant Agreement shallif, to that extentfor any reason whatsoever, satisfy the Issuer's obligation Foundation fails to make payments such payment in full in any Year during the Term. For clarity, CSEC’s payment obligations herein shall only arise in the event of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is a failure by the Issuing and Paying Agent and/or Foundation to make the Registrar (full Initial Contribution or Subsequent Contribution, as the case may be) , and The City acknowledges that it is not intended that the Foundation and CSEC be jointly and severally liable to pass make such payment annual payments. In the event that an Initial Contribution or Subsequent Contribution is suspended or reduced in any amount in any Year of the Term by mutual agreement of the parties to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event Community Grant Agreement, then CSEC’s obligations hereunder shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (similarly suspended or reduced, as the case may be) . 2.2 The payment due pursuant to CSEC’s covenant to pay set forth in Section 2.1 shall be made by CSEC to The City, or, in the alternative, The City may, at its option, direct that such payment be made directly to any Initial Recipients or the Trustee and notice to that effect has been given Successor Recipients who are entitled to the ETP SecurityholdersInitial Contribution or Subsequent Contribution, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be, in accordance with the terms of the Community Grant Agreement. 2.3 Any payment that is due by CSEC in accordance with the terms of this Agreement shall be paid within 30 days of receipt by CSEC of a notice from The City that the Foundation has failed to make the full Initial Contribution or Subsequent Contribution, as the case may be, when due in any Year of the Term. The City shall have no obligation to terminate the Community Grant Agreement or to pursue any remedies against the Foundation prior to sending such notice to CSEC. 2.4 The Parties agree that should the Foundation be unable to continue to fulfil its obligations under the Community Grant Agreement on a permanent basis for any reason whatsoever, including, but not limited to: (i) the termination of the Community Grant Agreement (other than as a result of a breach by The City described in 9.1(a) of the Community Grant Agreement); (ii) the dissolution, winding-up, bankruptcy or insolvency of the Foundation; or (iii) any change in law that would prohibit 2.5 Subject to pass such any assumption of rights, benefits and obligations as set out in Section 2.4, the Parties acknowledge that upon payment by CSEC to The City or to the relevant ETP Securityholders (whether via payment through Initial Recipients or Successor Recipients, if so directed by The City, to satisfy the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution full amount of the relevant Supplemental Trust DeedInitial Contribution or Subsequent Contribution payable by the Foundation pursuant to the Community Grant Agreement in a given Year and upon providing The City with written confirmation evidencing such payment, hold CSEC shall have fully satisfied its commitments under this Agreement with respect to such Year. For further certainty, the benefit of Parties acknowledge that CSEC shall have no further payment obligations under this covenant Agreement following the date the Term ends provided that the Initial Contribution and all Subsequent Contributions due on trust for itself and the ETP Securityholders or before June 30th of the relevant Series of ETP Securities according to their respective interests, subject as provided Year in which the relevant Trust DeedTerm ends have been fully paid.

Covenant to Pay. The Issuer In consideration of the Lessor agreeing to lease the Rig to the Lessee pursuant to the Lease the Lessee Parent hereby covenants with the Trustee that it shall, on any date on which a payment of Principal in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally undertakes to pay to the Trustee (or to Lessor, on demand by the order of the Trustee) in the Relevant Currency and in same day cleared fundsLessor, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency all moneys and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before paragraph below, discharge all obligations and after any judgment liabilities now on hereafter due, owing or other order of a competent court) unconditionally pay to or incurred by the Lessee to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount Lessor under or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made Lease and/or any of the other Lease Documents (including, without limitation, all Rental, Termination Sum, interest, fees, costs, charges and expenses), when the same become due for payment or discharge, whether by acceleration or otherwise and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several incurred as principal or surety, originally owing to the Issuing Lessor or purchased or otherwise acquired by it, denominated in Sterling or in any other currency, or incurred in any other manner whatsoever. Notwithstanding the above (and Paying Agent and/or without prejudice to the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect indemnity obligations of the relevant ETP Securities Lessee Parent in clause 2.2) where, in relation to clauses 9.4(c), 11.2(d), 17.5(a), 18.3(a) and 29.2 of the Lease the Lessee is obliged to release the Rig from arrest, the Lessee Parent shall not be liable to perform the obligations of the Lessee relating to release of the Rig from arrest pursuant to such clauses should the Lessee fail to perform its obligations under such clauses where the performance of such clauses by the Lessee Parent would require the Lessee Parent to discharge, release or assume any Indebtedness of the Lessee, the existence of which has given rise to the Trustee for the account arrest of the ETP Securityholders except Rig, but in such circumstances the Lessee Parent shall be liable to the extent that there is failure by Lessor for any costs and expenses which the Issuing and Paying Agent and/or Lessor may incur or any damages the Registrar (as the case Lessor may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or suffer as a result of the ETP Securities becoming repayable following an Event breach of Default or the occurrence any of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received such clauses by the Issuing and Paying Agent and/or the Registrar Lessee. Such liabilities shall, without limitation, include interest (as well after as before judgment) to date of payment at the case Default Rate, commission, fees and other changes and all legal and other costs, charges and expenses on a full and unqualified indemnity basis which may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure be incurred by the Issuing and Paying Agent and/or the Registrar (as the case may be) Lessor in relation to pass any such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System moneys, obligations or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution liabilities or generally in respect of the relevant Supplemental Trust DeedLessee, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust DeedLessee Parent or any Ancillary Lease Security Documents.

Covenant to Pay. The Issuer hereby Chargor covenants with the Security Trustee that it shallwill pay the Obligations of the Borrower as and when the same fall due for payment; PROVIDED, on HOWEVER, that recourse to the Chargor in connection with such undertaking shall be limited to the property charged to the Security Trustee pursuant to Clause 3 and shall be subject to the terms and conditions of the Deed of Priorities. Any right which at any date on which a payment time the Chargor has under the existing or future laws of Principal Jersey whether by virtue of the "droit de discussion" or otherwise to require that recourse be had to the assets of the Borrower before any claim is enforced against the Chargor in respect of the obligations hereby assumed by the Chargor is hereby abandoned and waived and the Chargor undertakes that if at any time the Security Trustee sues the Chargor in respect of any ETP Securities becomes due in accordance with such obligations and the Conditions, unconditionally pay Borrower is not sued also the Chargor shall not claim that the Borrower be made a party to the Trustee (proceedings and the Chargor agrees to be bound by this Deed whether or not the Chargor is made a party to legal proceedings for the recovery of the amount due or owing to the order Security Trustee as aforesaid by the Borrower and whether the formalities required by the law of Jersey whether existing or future in regard to the rights or obligations of sureties shall or shall not have been observed. Any right which the Chargor may have under the existing or future laws of Jersey whether by virtue of the Trustee) "droit de division" or otherwise to require that any liability under this Deed be divided or apportioned with any other person or reduced in the Relevant Currency any manner whatsoever is hereby abandoned and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedwaived.

Covenant to Pay. The Issuer 1.1 In consideration of the Lender agreeing to grant or continuing to grant or make available to and for the benefit of the Borrower and/or the Assignor the Banking Facilities to such an extent and for so long as the Lender may think fit each of the Borrower and the Assignor hereby covenants with and undertakes that it/he will ON DEMAND pay to the Trustee that it shall, Lender all monies which now are or shall from time to time or at any time hereafter may be due or owing to the Lender or for which the Borrower may be or become liable to the Lender anywhere on any current or other account or in any manner whatsoever and discharge all liabilities incurred by the Borrower to the Lender whether actual or contingent alone or jointly with any other person and in whatever style or name and whether as principal or surety including but not limited to liabilities in respect of: 1.1.1 cheques bills notes drafts or other negotiable or non-negotiable instruments accepted paid or discounted for and on behalf of the Borrower; 1.1.2 any bond guarantee indemnity or letter of credit given established or opened by the Lender for or at the request of the Borrower; 1.1.3 foreign exchange transactions and any contracts for the forward delivery of goods bills or specie; 1.1.4 any trust receipts; together with interest accruing on the principal (as well after as before any demand or judgment and irrespective of whether or not the banker customer relationship between the Lender and the Borrower has ceased or been terminated) to date on of full payment at such rate as the Lender may from time to time prescribe, having regard to, inter alia, the nature of each banking facility (hereinafter referred to as “the relevant Prescribed Rate” which a expression shall include the interest as varied from time to time under the provisions hereinafter contained) calculated in the manner as may be agreed by the Borrower from time to time having regard to, inter alia, the nature of each banking facility from such date or dates as may be selected by the Lender to the date of full payment of Principal and together also with commission discount and other banking charges and all costs charges and other expenses which the Lender may charge in respect of any ETP Securities becomes of the matters aforesaid or which the Lender may pay or incur in registering this Assignment or in perfecting the present security or in enforcing or obtaining payment of such monies (including but not limited to legal fees on a solicitor and client basis) or in paying any costs or expenses whatsoever in respect of or in defending prosecuting or otherwise howsoever taking part in or attending at (whether on a watching brief as observer or otherwise howsoever) any action enquiry hearing suit or other proceedings whatsoever affecting any of the benefits rights title and interest in and to and under the Secured Property (as defined hereunder) and also all other payments and sums hereinafter mentioned or stipulated on a full indemnity basis and other usual banker‟s charges. 1.2 The Lender shall be at liberty and is hereby expressly authorised by the Borrower and the Assignor to advance or pay where applicable the Banking Facilities or such part or parts thereof to the Builder Contractor Architect Engineer Consultant Designer Project Manager Seller Vendor Supplier Distributor Manufacturer Agent and/or any other person responsible for or concerned with the implementation of the Contracts or any one of them or any part thereof and/or any materials, equipment, machinery, computers, products, tools and/or other things required or to be delivered or used thereunder or for any of the purposes thereof at such times on such terms in such manner by such amounts and upon such contingencies and conditions as the Lender may in its absolute discretion decide and such authority as aforesaid shall be irrevocable and that all advances and payments to such aforesaid person or persons shall for all purposes whatsoever be deemed to be and form part of the monies secured by and owing under this Assignment and the acknowledgment or receipt of such aforesaid person or persons shall be as good and sufficient and effective as if the same had been made or given by the Borrower and/or the Assignor personally and it is hereby further irrevocably agreed and confirmed by the Borrower and the Assignor that the Borrower and the Assignor shall not be entitled to object to or to restrain such payment by the Lender. 1.3 Notwithstanding anything contained in this Assignment the Lender may, at its absolute discretion and without assigning any reasons therefor and without discharging or in any way affecting the security hereby created, refuse and/or discontinue the progressive release of the Banking Facilities or any part thereof for the Borrower‟s and/or the Assignor‟s use or benefit in the event that the Borrower and/or the Assignor shall fail and/or refuse and/or neglect to promptly pay the interest due on any of the progressive release or releases in accordance with the Conditions, unconditionally terms and conditions contained in any letters referred to in Clause 50 herein or any other security documents or any other charges expenses or outgoings due by the Borrower and/or the Assignor or the Borrower and/or the Assignor shall commit any breach of any of the terms and conditions express or implied as herein contained. 1.4 In the event that the Lender had given or agreed to give on the Assignor‟s authority (which authority is hereby confirmed by the Assignor) its express or implied undertaking guarantee or covenant to: 1.4.1 any of the persons mentioned in Clause 1.2 herein (hereinafter referred to as “the Recipient”) or its solicitors or firm of solicitors purporting to act for the Recipient to pay; or 1.4.2 pay the Lender‟s solicitors to enable the Lender‟s solicitors to give to the Trustee (Recipient or the Recipient‟s solicitors their solicitor‟s undertaking to pay; any contract sum, construction cost, purchase price, consultant‟s fee and/or any other amounts payable by the Borrower and/or the Assignor under or in relation to the order Contracts or any one of them or any part thereof progressively in accordance with the Trustee) terms as agreed between them the Assignor agrees (in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access addition to the TARGET2 System, Secured Property (as defined hereunder) being assigned or charged to secure the Final Redemption Amount, Optional Redemption Amount monies referred to in Clause 1.1 hereof) that the payment of all monies undertaken or Mandatory Redemption Amount, as applicable, in respect of guaranteed or covenanted to be paid by the ETP Securities which is due and payable on that date and shall (subject Lender to the Conditions) until such payment (both before and after any judgment Recipient or other order of a competent court) unconditionally pay to the Recipient‟s solicitors or to the order of the Trustee in respect of such Final Redemption AmountLender‟s solicitors, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in , shall be secured under this Assignment and the Agency Agreement shall, to that extent, satisfy Borrower and Assignor both jointly and severally will at all times hereafter indemnify and keep the Issuer's obligation to make payments of Principal in respect of Lender indemnified against all actions proceedings costs expenses claims and demands which may be taken incurred or suffered by the relevant ETP Securities Lender arising from the aforesaid undertaking given by the Lender to the Trustee for Recipient or the account of Recipient‟s solicitors or the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (Lender‟s solicitors, as the case may be. 1.5 With regard to any banking facility as is subject to any specific agreement or arrangement now or hereafter subsisting as aforesaid, each of the Borrower and the Assignor hereby covenants to discharge and satisfy such banking facility in accordance with the terms of such agreement or arrangement. 1.6 And if the Banking Facilities shall be withdrawn or revoked and/or the said account or accounts current or otherwise shall be closed either by demand as aforesaid or by the liquidation of the Borrower and/or the Assignor or the death of the Borrower and/or the Assignor (or where the Borrower and/or the Assignor shall be more than one person by the death of any one of them) to pass such payment and a balance shall be owing to the relevant ETP Securityholders (whether via payment through Lender by the Relevant Clearing System Borrower, the Borrower and/or the Assignor or otherwise) and (ii) a payment of Principal made after the due date personal representative or as a result successors-in-title of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent Borrower and/or the Registrar (Assignor, as the case may be) , will so long as the same or the Trustee and notice to that effect has been given any part thereof shall remain owing pay to the ETP SecurityholdersLender interest thereon at the rate specified in Clause 4.2 herein or at such higher rate as the Lender may prescribe from time to time calculated on a daily basis with monthly rests or yearly rests, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass , in accordance with the type of banking facility applicable, both after as well as before any demand or judgment and irrespective of whether or not the banker customer relationship between the Lender and the Borrower has ceased or been terminated when such balance shall have been ascertained until full payment is received by the Lender and the Borrower and the Assignor agree that the statement of the Manager Acting Manager or any other officer of the Lender as to the relevant ETP Securityholders (whether via payment through amount of such balance shall be final and conclusive against the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself Borrower and the ETP Securityholders Assignor their estate executor administrator legal representative or successors-in-title for all purposes whatsoever including for purposes of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedlegal proceedings.

Covenant to Pay. The Issuer hereby covenants In consideration of MBSB having agreed at the request of the Chargor(s) and/or the Borrower(s) to grant to the person(s) described in Section 2 of the First Schedule (hereinafter called “the Borrower(s)”) a loan in the sum stated in Section 4 of the First Schedule hereto (hereinafter called “the Loan” which expression shall include wherever the context so permits any balance or part thereof) or in connection with or arising from the Trustee that it shallFacilities granted by MBSB at any time and from time to time the Chargor(s) and/or the Borrower(s) HEREBY AGREE(S), COVENANT(S) AND UNDERTAKE(S): (a) to repay MBSB on demand the Loan together with interest thereon calculated at the rate stated in Section 5 of the First Schedule hereto on monthly rests (hereinafter referred to as “the Prescribed Rate” which expression shall include where and when applicable such other rate as may from time to time be substituted therefor in the manner hereinafter provided) or in connection with or arising from the Facilities granted by MBSB at any time and from time to time as well as before Judgement. AND until demand as aforesaid the Chargor(s) and/or the Borrower(s) shall repay the Loan and interest thereon at the Prescribed Rate by monthly instalments in the sum stated in Section 6 of the First Schedule hereto or such other amount as may be determined by MBSB (hereinafter referred to as the “Instalments”) the first of the Instalments commencing from one (1) month after the date on which a payment the full amount of Principal in respect the Loan shall have been advanced or paid to or on behalf or for the benefit of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay to the Trustee Borrower(s) (or on such other date as MBSB may stipulate) and the subsequent Instalments to be paid at regular successive intervals of one (1) month until the order full amount of the Trustee) in the Relevant Currency Loan and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks all interest thereon shall have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due been fully paid and payable on that date and shall satisfied. (subject to the Conditionsb) until such time as the Chargor(s) and/or the Borrower(s) shall commence to make payment (both before and after any judgment or other order of a competent courtthe Instalments the Chargor(s) unconditionally and/or the Borrower(s) shall pay to MBSB interest at the Prescribed Rate to be calculated on monthly rests on every sum advanced to or to otherwise howsoever payable by the order Chargor(s) or the Borrower(s) under this Charge (whether the same shall form part of the Trustee Loan or otherwise howsoever) from the date on which the sum in respect question shall first be advanced or paid out by MBSB on the first day of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out every month commencing in the Conditions, provided that month following next after the said date on which such sum shall first be advanced or paid out as aforesaid. (ic) payment of any Principal due under to pay all sums and moneys as are or may become payable by the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent Chargor(s) and/or the Registrar Borrower(s) under this Charge and in particular (as but without limiting the case may begenerality of the foregoing) as all the costs charges expenses and other sums and moneys provided herein. AND NOTWITHSTANDING that the payments specified in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case preceding clauses may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when as aforesaid the full amount due has been received Loan and any monies payable by the Issuing and Paying Agent Chargor(s) and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may beBorrower(s) to pass such payment MBSB under this Charge and interest thereon as herein provided shall continue to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust be due for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedall purposes ON DEMAND.

Covenant to Pay. The Issuer hereby covenants with the Trustee that it shall, on any date on which a payment of Principal or an Interest Amount in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay to the Trustee (or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount, Mandatory Redemption Amount or Mandatory Redemption Interest Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount, Mandatory Redemption Amount or Mandatory Redemption Interest Amount, as applicable, interest as set out in the ConditionsConditions (if any), provided that (i) payment of any Principal or Interest Amount due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal or Interest Amounts in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal or an Interest Amount made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deed.

Covenant to Pay. (a) The Issuer hereby covenants with Assignor will on demand repay and pay to the Trustee that it shall, on any date on which a Bank the Monies Hereby Secured in relation to the Borrower’s Indebtedness pursuant to the Letter of Offer and the provisions of the Loan Agreement or this Assignment PROVIDED THAT no such demand for payment of Principal in respect of any ETP Securities becomes due shall be made by the Bank unless:- (i) in accordance with the Conditionsprovisions of the Loan Agreement and/or any of the Security Documents, unconditionally pay the Operating Overdraft Facility and/or the Non-Revolving Loan and/or the Revolving Term Loan and all other sums payable or agreed to be payable thereunder by the Assignor and/or the Borrower and/or any Security Party and/or such person or party liable or responsible for paying the same shall become forthwith due and payable; or (ii) the Assignor commits or threatens to commit a breach of any of the covenants, undertakings stipulations terms conditions or provisions herein contained and/or in the Loan Agreement or to be performed (other than the covenant or undertaking for payment of moneys due under this Section 3.01) which is not capable of remedy or which, being capable or remedy, is not remedied seven (7) days after notice from the Bank to the Trustee Assignor requesting action to remedy the same; or (or to the order iii) any of the Trustee) events specified in Section 7.01 hereof and/or any of the Events of Default set out in the Relevant Currency and in same day cleared funds, in Loan Agreement shall occur; or (iv) any other securities executed by the case Assignor and/or the Borrower and/or any Security Party or any other person or party pursuant to this Assignment and/or any of the Security Documents shall become enforceable. Upon the occurrence of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is aforesaid events the Monies Hereby Secured shall become forthwith due and payable on that date and shall must be discharged by the Assignor immediately. (subject b) In addition and without prejudice to the Conditions) until such payment (rights of the Bank as provided herein and in the Letter of Offer and the Loan Agreement, the Assignor hereby declares and confirms that the Facility may be terminated and the Monies Hereby Secured and any other moneys herein covenanted to be paid or intended to be secured hereunder shall become due and immediately payable by the Assignor whether formally demanded or not upon the happening of any of the Events of Default stated in the Letter of Offer and the Loan Agreement and this Assignment. The Bank shall then forthwith become entitled to recover the Monies Hereby Secured and all sums owing under any loan or other accounts with interest thereon at the Prescribed Rate plus default rate and/or additional interest rate, both before and after judgement and to exercise the rights and powers upon default as stated in the Letter of Offer, the Loan Agreement and this Assignment and/or the Security Documents. (c) Notwithstanding that the Bank may not have exercised any judgment remedy available to it immediately on default by the Borrower and/or Assignor, or other order of a competent court) unconditionally pay that it may have accepted monies from the Assignor, after such default, the Bank shall not be held to have acquiesced in such default and may at any time be entitled to exercise all or to the order any of the Trustee in respect remedies conferred upon it by this Assignment, the Loan Agreement and the Letter of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent Offer and/or the Registrar (as the case may be) as provided in the Agency Agreement shallSecurity Documents or statute, to that extent, satisfy the Issuer's obligation to make payments whose rights of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event action shall not be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedprejudiced accordingly.

Covenant to Pay. The Issuer In pursuance of this agreement and in consideration of the premises, the Assignor hereby covenants with the Trustee that it shallBank as follows:- (a) To pay to the Bank on demand all sums of money:- which shall from time to time and at any time be owing or payable to the Bank by the Assignor and whether as principal, surety or otherwise (whether as guarantor, security provider or otherwise howsoever arising); and which the Assignor may be or become liable to pay to the Bank whether in Singapore or elsewhere on any date on which a payment account or otherwise or in any manner howsoever and whether in respect of Principal moneys advanced or paid to or for the use of the Assignor on, before or after the execution of this Assignment or in respect of any ETP Securities becomes due in accordance with banking facilities or such nature and amount as may have been or may be from time to time granted by the Conditions, unconditionally pay Bank to the Trustee (or Assignor pursuant to the order of the Trustee) in the Relevant Currency terms and in same day cleared funds, in the case conditions of any Relevant Currency other than euroFacility Letter, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of any banking facilities whatsoever or otherwise howsoever and all other liabilities whether actual or contingent in respect of cheques, bills, notes or other negotiable instruments signed, drawn, accepted or indorsed by or on behalf of the ETP Securities Assignor and discounted, paid or held by the Bank in the course of business or otherwise or for any other payments, credits or advances made to, or for the use or accommodation of or on behalf of the Assignor pursuant to or in respect of or under any letters of credit, trust, receipts, guarantees, indemnities or other documents or instruments established, opened, given or made by the Bank for the Assignor and held by the Bank and all moneys or liabilities whatsoever whether present or future, actual or contingent; and which is due and payable on that date and the Assignor shall (subject incur or shall be liable to the ConditionsBank in any manner howsoever and whether as principal, surety or otherwise (whether as guarantor, security provider or otherwise howsoever arising) until including (but without prejudice to the generality of the foregoing) all usual and customary commission discount and banker’s charges and also stamp duty, legal costs, charges and expenses incurred by the Bank in relation to the preparation, execution, completion and registration of this Assignment and also in relation to the preservation, realisation or enforcement of this security or towards satisfaction of all or any part of the indebtedness, such legal costs, charges and expenses to be paid on a full indemnity basis together with interest in all cases aforesaid from the due date up to the date of full payment (both before and after judgment). (b) To pay to the Bank interest (as well after as before any demand or judgment or the liquidation, bankruptcy, death or insanity of the Assignor or the cessation or closure of any account) on principal, moneys, commission, fees, charges, costs, expenses and all other order of a competent court) unconditionally pay moneys and liabilities from time to time owing or payable to the order of Bank at such rates per annum as stated in the Trustee in respect of Facility Letter or at such Final Redemption Amountother rate as the Bank may determine from time to time and calculated with monthly, Optional Redemption Amount annual or Mandatory Redemption Amountsuch other periodic rests as may be specified under the terms relating to any banking facility granted by the Bank, as applicablefrom the due date until full payment is received by the Bank. (c) To perform, as observe and be bound by the terms and conditions set out in the ConditionsFacility Letter. ASSIGNMENT AND charge For the consideration aforesaid, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (Assignor as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deed.beneficial owner:-

Covenant to Pay. The Issuer 2.1 Each Obligor hereby covenants with the Trustee as trustee for the Secured Creditors that it shallshall on demand of the Trustee discharge all the Secured Obligations and each Obligor shall pay to the Trustee when due and payable every sum at any time owing, on due or incurred by that Obligor to the Trustee (whether for its own account or as trustee for the Secured Creditors) or any date on which a payment of Principal the other Secured Creditors in respect of any ETP Securities becomes due in accordance with such liabilities PROVIDED THAT neither such covenant nor the Conditionssecurity constituted by this Debenture nor any other provisions of this Debenture shall extend to or include any liability or sum which would, unconditionally but for this proviso, cause such covenant, security or provision to be unlawful or prohibited by any applicable law (including, for the avoidance of doubt, Section 60 of the Companies Act, 1963). 2.2 All payments to be made under this Debenture by any Obligor shall be made free and clear of and without deduction for or on account of either any set-off or counterclaim or any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever. If any Obligor shall at any time be compelled by law to make any deduction or withholding from any payment to be made hereunder such Obligor will concurrently pay to the Trustee (or or, as the case may be, the Secured Creditor concerned such additional amount as will result in payment to the order Trustee or, as the case may be, the Secured Creditor concerned of the Trustee) in full amount which would have been received if such deduction or withholding had not been made. 2.3 If an Obligor fails to pay any sum on the Relevant Currency and in same day cleared funds, in the case due date for payment of that sum such Obligor shall pay interest on any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall such sum (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there interest at a default rate is failure by not otherwise being paid on such sum) from the Issuing and Paying Agent and/or date of demand until the Registrar date of payment calculated on a daily basis at the rate determined in accordance with the provisions of clause 18.4 (as the case may beInterest on Demands) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing Security Trust and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Intercreditor Deed.

Covenant to Pay. (a) The Issuer hereby covenants with Assignor will on demand repay and pay to the Trustee that it shall, on any date on which a Bank the Monies Hereby Secured in relation to the Assignor’s Indebtedness pursuant to the Letter of Offer and the provisions of the Loan Agreement or this Assignment PROVIDED THAT no such demand for payment of Principal in respect of any ETP Securities becomes due shall be made by the Bank unless:- (i) in accordance with the Conditionsprovisions of the Loan Agreement and/or any of the Security Documents, unconditionally pay the Operating Overdraft Facility and/or the Non-Revolving Loan and/or the Revolving Term Loan and all other sums payable or agreed to be payable thereunder by the Assignor and/or any Security Party and/or such person or party liable or responsible for paying the same shall become forthwith due and payable; or (ii) the Assignor commits or threatens to commit a breach of any of the covenants, undertakings stipulations terms conditions or provisions herein contained and/or in the Loan Agreement or to be performed (other than the covenant or undertaking for payment of moneys due under this Section 3.01) which is not capable of remedy or which, being capable or remedy, is not remedied seven (7) days after notice from the Bank to the Trustee Assignor requesting action to remedy the same; or (or to the order iii) any of the Trustee) events specified in Section 7.01 hereof and/or any of the Events of Default set out in the Relevant Currency and in same day cleared fundsLoan Agreement shall occur; or (iv) any other securities executed by the Assignor and/or any Security Party or any other person or party pursuant to this Assignment, in and/or the case Loan Agreement and/or any of the Security Documents shall become enforceable. Upon the occurrence of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is aforesaid events the Monies Hereby Secured shall become forthwith due and payable on that date and shall must be discharged by the Assignor immediately. (subject b) In addition and without prejudice to the Conditions) until such payment (rights of the Bank as provided herein and in the Letter of Offer and the Loan Agreement, the Assignor hereby declares and confirms that the Facility may be terminated and the Monies Hereby Secured and any other moneys herein covenanted to be paid or intended to be secured hereunder shall become due and immediately payable by the Assignor whether formally demanded or not upon the happening of any of the Events of Default stated in the Letter of Offer and the Loan Agreement and this Assignment. The Bank shall then forthwith become entitled to recover the Monies Hereby Secured and all sums owing under any loan or other accounts with interest thereon at the Prescribed Rate plus default rate and/or additional interest rate, both before and after judgement and to exercise the rights and powers upon default as stated in the Letter of Offer, the Loan Agreement and this Assignment and/or the Security Documents. (c) Notwithstanding that the Bank may not have exercised any judgment remedy available to it immediately on default by the Assignor, or other order of a competent court) unconditionally pay that it may have accepted monies from the Assignor after such default, the Bank shall not be held to have acquiesced in such default and may at any time be entitled to exercise all or to the order any of the Trustee in respect of such Final Redemption Amountremedies conferred upon it by this Assignment, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Loan Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders Letter of Offer and the relevant Series Security Documents or statute, whose rights of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedaction shall not be prejudiced accordingly.

Covenant to Pay. The Issuer hereby covenants Sellers covenant with the Trustee that it shallBuyer to pay to the Buyer an amount equal to:- 2.1 any Liability for Taxation of the Company in respect of, by reference to or in consequence of:- 2.1.1 any income, profits or gains earned, accrued or received on or before Completion; or 2.1.2 any Event which occurred on or before Completion; 2.2 any liability for Taxation of the Company under Section 767A ICTA by reason of corporation tax assessed on any date on company remaining unpaid where the company in question is or was under the control of any person who has at any time prior to Completion has control of the Company within the meaning in Section 767 (B) 4 ICTA. 2.3 any reasonable costs or expenses properly incurred by the Company in connection with any liability falling within 2.1 above. 2.4 All sums payable by the Sellers under this deed shall be paid free and clear of all deductions or withholdings (including Taxation) unless the deduction or withholding is required by law, in which a payment of Principal event or in the event that the Buyer shall incur any liability for Taxation chargeable or assessable in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay payment pursuant to the Trustee (or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 Systemthis Schedule, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, Covenantor shall pay such additional amounts as applicable, in respect of shall be required to ensure that the ETP Securities which is due net amount received and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure retained by the Issuing and Paying Agent and/or the Registrar Buyer (as the case may beafter Taxation) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when will equal the full amount due has which would have been received and retained by it had no such deduction or withholding been made and/or no such liability to Taxation been incurred and in applying this clause 2.3 no account shall be taken of the Issuing and Paying Agent and/or the Registrar (as the case extent to which any liability for Taxation may be) be mitigated or the Trustee and notice to that effect has been given offset by any Relief available to the ETP Securityholders, except to Buyer so that where such Relief is available the extent that there is failure by additional amount payable hereunder shall be the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only amount which would have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided been payable in the relevant Trust Deed.absence of such availability provided that

Covenant to Pay. The Issuer hereby covenants with the Note Trustee that it shall, on as and when any date on which a payment of Principal in respect Series becomes due to be redeemed or any principal of any ETP Securities Series becomes due to be repaid in accordance with the ConditionsConditions in respect of such Series, unconditionally pay or procure to the Trustee (be paid to or to the order of or for the Trustee) account of the Note Trustee in immediately available freely transferable funds in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in relevant currency the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect amount of the ETP Securities which is Series or any of them becoming due and payable for payment on that date and shall (subject to the provisions of the Conditions) ), until all such payment payments (both before and after any judgment or other order of a competent courtorder) are duly made, unconditionally pay or procure to be paid to or to the order of the Note Trustee as aforesaid on the dates provided for in respect the Conditions interest on the Principal Amount Outstanding (or such other amount as may be specified in the relevant Note Trust Deed Supplement) of the Notes and any Deferred Interest and Additional Interest or any of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, amounts attributable to such Series outstanding from time to time as set out in the Conditions, provided that (i) Conditions PROVIDED THAT: 3.1.1 every payment of principal or interest in respect of such Notes or any Principal due under the ETP Securities pursuant to the Conditions of them made to the Issuing and Principal Paying Agent and/or in the Registrar (as the case may be) as manner provided in the Agency Agreement shallshall satisfy, to that extentthe extent of such payment, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to covenant by the Trustee for the account of the ETP Securityholders Issuer contained in this Clause 3 except to the extent that there is failure by a default in the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such subsequent payment thereof to the relevant ETP Securityholders (whether via payment through Noteholders in accordance with the Relevant Clearing System or otherwise) and (ii) a Conditions; 3.1.2 if any payment of Principal principal or interest in respect of such Notes or any of them is made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event date, payment shall be deemed not to have been made when until either the full amount due is paid to the relevant Noteholders or, if earlier, the seventh day after notice has been given to the relevant Noteholders in accordance with the Conditions that the full amount has been received by the Issuing and Principal Paying Agent and/or or the Registrar (as Note Trustee except, in the case may be) or the Trustee and notice to that effect has been given of payment to the ETP Securityholders, except Principal Paying Agent to the extent that there is failure by in the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such subsequent payment to the Noteholders under the Conditions; and 3.1.3 in any case where payment of the whole or any part of the principal amount due in respect of any Note is improperly withheld or refused interest shall accrue on the whole or such part of such principal amount from the date of such withholding or refusal until the date either on which such principal amount due is paid to the relevant ETP Securityholders (whether via payment through Noteholders or, if earlier, the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when seventh day after which notice is given to the Trustee shall, upon execution relevant Noteholders in accordance with the Conditions that the full amount payable in respect of the said principal amount is available for collection by the relevant Noteholders provided that on further due presentation of the relevant Supplemental Trust DeedNote, hold or, (if so provided for the benefit of this covenant on trust for itself and the ETP Securityholders of Conditions) the relevant Series of ETP Securities according to their respective interestsNote Certificate, subject as provided such payment is in the relevant Trust Deedfact made.

Covenant to Pay. The Issuer hereby Chargor covenants with the Security Trustee that it shallwill pay the Obligations of the Borrower as and when the same fall due for payment; PROVIDED, on HOWEVER, that recourse to the Chargor in connection with such undertaking shall be limited to the property charged to the Security Trustee pursuant to Clause 3 and shall be subject to the terms and conditions of the Deed of Priorities. Any right which at any date on which a payment time the Chargor has under the existing or future laws of Principal Jersey whether by virtue of the "droit de discussion" or otherwise to require that recourse be had to the assets of the Borrower before any claim is enforced against the Chargor in respect of the obligations hereby assumed by the Chargor is hereby abandoned and waived and the Chargor undertakes that if at any time the Security Trustee sues the Chargor in respect of any ETP Securities becomes due in accordance with such obligations and the Conditions, unconditionally pay Borrower is not sued also the Chargor shall not claim that the Borrower be made a party to the Trustee (proceedings and the Chargor agrees to be bound by this Deed whether or not the Chargor is made a party to legal proceedings for the recovery of the amount due or owing to the order Security Trustee as aforesaid by the Borrower and whether the formalities required by any law of Jersey whether existing or future in regard to the rights or obligations of sureties shall or shall not have been observed. Any right which the Chargor may have under the existing or future laws of Jersey whether by virtue of the Trustee) "droit de division" or otherwise to require that any liability under this Deed be divided or apportioned with any other person or reduced in the Relevant Currency any manner whatsoever is hereby abandoned and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedwaived.

Covenant to Pay. The Issuer hereby covenants with the Note Trustee that it shall, on as and when any date on which a payment of Principal in respect Series becomes due to be redeemed or any principal of any ETP Securities Series becomes due to be repaid in accordance with the ConditionsConditions in respect of such Series, unconditionally pay or procure to the Trustee (be paid to or to the order of the Trustee) Note Trustee in immediately available freely transferable funds in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in relevant currency the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect amount of the ETP Securities which is Series or any of them becoming due and payable for payment on that date and shall (subject to the provisions of the Conditions) ), until all such payment payments (both before and after any judgment or other order of a competent courtorder) are duly made, and unconditionally pay or procure to be paid to or to the order of the Note Trustee as aforesaid on the dates provided for in respect the Conditions interest on the Principal Amount Outstanding (or such other amount as may be specified in the Final Terms) of the Notes and Additional Interest or any of them attributable to such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, Series outstanding from time to time as set out in the Conditions, provided that (i) Conditions PROVIDED THAT: 3.1.1 every payment of principal or interest in respect of such Notes or any Principal due under the ETP Securities pursuant to the Conditions of them made to the Issuing and Principal Paying Agent and/or in the Registrar (as the case may be) as manner provided in the Agency Agreement shallshall satisfy, to that extentthe extent of such payment, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to covenant by the Trustee for the account of the ETP Securityholders Issuer contained in this Clause 3 except to the extent that there is failure by a default in the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such subsequent payment thereof to the relevant ETP Securityholders (whether via payment through Noteholders in accordance with the Relevant Clearing System or otherwise) and (ii) a Conditions; 3.1.2 if any payment of Principal principal or interest in respect of such Notes or any of them is made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event date, payment shall be deemed not to have been made when until either the full amount due is paid to the relevant Noteholders or, if earlier, the seventh day after notice has been given to the relevant Noteholders in accordance with the Conditions that the full amount has been received by the Issuing and Principal Paying Agent and/or or the Registrar (as Note Trustee except, in the case may be) or the Trustee and notice to that effect has been given of payment to the ETP Securityholders, except Principal Paying Agent to the extent that there is failure by in the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such subsequent payment to the Noteholders under the Conditions; and 3.1.3 in any case where payment of the whole or any part of the principal amount due in respect of any Note is improperly withheld or refused interest shall accrue on the whole or such part of such principal amount from the date of such withholding or refusal until the date either on which such principal amount due is paid to the relevant ETP Securityholders (whether via payment through Noteholders or, if earlier, the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when seventh day after which notice is given to the Trustee shall, upon execution relevant Noteholders in accordance with the Conditions that the full amount payable in respect of the said principal amount is available for collection by the relevant Noteholders PROVIDED THAT on further due presentation of the relevant Supplemental Trust DeedNote, hold or, (if so provided for the benefit of this covenant on trust for itself and the ETP Securityholders of Conditions) the relevant Series of ETP Securities according to their respective interestsNote Certificate, subject as provided such payment is in the relevant Trust Deedfact made.

Covenant to Pay. The Issuer hereby covenants with the Trustee that it shallwill, on any date on which a payment of Principal in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay on any date when the Bonds or any of them become due to the Trustee (be redeemed or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of repaid or any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Cash Alternative Amount, Optional Redemption Premium Compensation Amount or Mandatory Redemption Amount, as applicable, any other amount (including any Additional Amounts in respect thereof) payable in respect of the ETP Securities which exercise of Exchange Rights or in respect of the Bonds or any of them is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) payable, unconditionally pay to or to the order of the Trustee in Euro in immediately available or same day funds the principal amount of the Bonds becoming due for redemption or to be repaid on that date or such other amount as may be payable in respect of the Bonds and will (subject to the Conditions) until such Final Redemption Amountdelivery and/or payment (both before and after judgment) unconditionally so pay or procure to be paid to or to the order of the Trustee interest (including, Optional Redemption Amount or Mandatory Redemption Amountbut not limited to, as applicable, any Additional Amounts thereon) on the principal amount of the Bonds outstanding as set out in the Conditions, provided that (i) that: 2.2.1 subject to the provisions of Clause 2.4, payment of any Principal sum due under in respect of the ETP Securities pursuant to the Conditions Bonds made to the Issuing Principal Paying, Transfer and Paying Exchange Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's such obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is a failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such in its subsequent payment to the relevant ETP Securityholders (whether via payment through Bondholders under the Relevant Clearing System or otherwise) and (ii) Conditions; and 2.2.2 a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall pursuant to Condition 14 will be deemed to have been made when the full amount due has been received by the Issuing Principal Paying, Transfer and Paying Exchange Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP SecurityholdersBondholders (if required under Clause 10.11), except to the extent that there is a failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such in its subsequent payment to the relevant ETP Securityholders (whether via payment through Bondholders under the Relevant Clearing System or otherwise)Conditions. This covenant shall only have effect each time ETP Securities are issued and outstanding, when the The Trustee shall, upon execution of the relevant Supplemental Trust Deed, will hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust DeedBondholders.

Covenant to Pay. The Issuer hereby covenants with the Trustee that it shall, Company will by 11.00 a.m. (London time) on any date when the Original Bonds or any of them bec9me due to be redeemed or, if the due date is not a Business Day in London, on which a payment of Principal the immediately following Business Day in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay to the Trustee (or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) London unconditionally pay to or to the order of the Trustee in respect sterling in immediately available funds in London (or such other place as the Trustee and the Company may agree in writing) the principal amount of the Original Bonds becoming due for redemption on that date and will (subject to the Conditions) up to and including the date of such Final Redemption Amount, Optional Redemption Amount payment (both before and after judgment) unconditionally so pay to or Mandatory Redemption Amount, to the order of the Trustee in sterling in immediately available funds in London (or such other place as applicable, the Trustee and the Company may agree in writing) interest on the principal amount of the Original Bonds outstanding as set out in the Conditions, provided that that: (ia) every payment of any Principal due under the ETP Securities pursuant such principal amount and/or interest made to or to the Conditions made to order of the Issuing and Principal Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that such extent, satisfy the Issuer's applicable such obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by in the Issuing and Paying Agent subsequent payment of such principal amount and/or the Registrar interest (as the case may be) to pass such payment to the relevant ETP Securityholders Original Bondholders or Original Couponholders (whether via payment through as the Relevant Clearing System or otherwisecase may be); (b) and (ii) a in the case of any payment of Principal principal amount and/or interest made after the due date therefor or as a result following the application of Condition 10, the principal amount in respect of which the payment thereof or of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event interest thereon shall be deemed to have been so made when shall continue to bear interest until the day the full amount due has been received by or to the Issuing and order of the Trustee or by the Principal Paying Agent and/or as provided in the Registrar (as the case may be) or the Trustee Agency Agreement and notice to that effect has been given to the ETP SecurityholdersOriginal Bondholders if required in accordance with Clause 9.1(i), except to the extent that there is failure by in the Issuing and Paying Agent subsequent payment of such principal amount and/or the Registrar interest (as the case may be) to pass the relevant Original Bondholders or Original Couponholders (as the case may be), and so that a full amount due shall be deemed to have been received by or to the order of the Trustee on the day when by 11.00 a.m. (London time) such amount shall have been so received in sterling in immediately available funds in London (or such other place ,as the Trustee and the Company may agree in writing); and (c) in the event that on the occasion for redemption or purchase of any Original Bond falling to be redeemed or, as the case may be, purchased payment of any principal amount and/or interest due in respect of that Original Bond is improperly withheld or refused, the principal amount in respect of which the payment thereof or of the interest thereon shall have been so improperly withheld or refused will continue to bear interest as aforesaid up to and including the date on which such payment is deemed to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when been received by the Trustee shall, upon execution as provided in paragraph (b) of the relevant Supplemental Trust Deed, this proviso. The Trustee will hold the benefit of this covenant on trust for itself the Original Bondholders and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust DeedOriginal Couponholders.

Covenant to Pay. The relevant Issuer hereby covenants with shall (but subject, in the Trustee that it shallcase of Undated ECNs, to Clause 6.2 and Condition 5(a)) (a) on any date on which a payment of Principal in respect of when any ETP Securities becomes ECNs become due to be converted agree to pay the Conversion Settlement Sum and pay any Accrued Conversion Interest and any other cash sums payable in accordance with the Conditions, and (b) on any date when any ECNs become due to be redeemed (other than upon a Conversion Trigger), unconditionally pay to the Trustee (or to the order of the Trustee) Trustee in the Relevant Currency and in same day cleared fundsContractual Currency, in the case of any Relevant Contractual Currency other than euro, in the principal financial centre for the Relevant Contractual Currency and, and in the case of euro, in a city in which banks have access to the TARGET2 TARGET System, in same day funds the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is ECNs becoming due and payable for redemption on that date and shall (subject to the Conditions) until such payment or conversion (both before and after any judgment or other order of a competent courtjudgment) unconditionally so pay to or to the order of the Trustee interest in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, the principal amount of the ECNs outstanding as set out in the Conditions, Conditions (subject to Clause 2.7) provided that (i1) subject to the provisions of Clause 2.6, payment of any Principal sum due under in respect of the ETP Securities pursuant to the Conditions ECNs made to the Issuing Issuing, Paying and Paying Conversion Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's such obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such in its subsequent payment to the relevant ETP Securityholders (whether via ECN Holders or Couponholders under the Conditions or, in the case of Undated ECNs, such subsequent payment through the Relevant Clearing System or otherwise) is not made by reason of Clause 6.2 and Condition 5(a), and (ii2) a payment of Principal made after the due date or as a result of the ETP Securities ECN becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing Issuing, Paying and Paying Conversion Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP SecurityholdersECN Holders (if required under Clause 10.8), except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such in its subsequent payment to the relevant ETP Securityholders (whether via payment through ECN Holders or Couponholders under the Relevant Clearing System or otherwise)Conditions. This covenant shall only have effect each time ETP Securities ECNs are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, shall hold the benefit of this covenant on trust for itself the ECN Holders and the ETP Securityholders Couponholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust DeedSeries.

Covenant to Pay. The Issuer hereby covenants In pursuance of the said agreement and in consideration of the premises the Borrower HEREBY COVENANTS with the Trustee that it shallBank to pay to the Bank or to such other party as the Bank may instruct from time to time on demand or when due, whichever is the earlier:- (a) all such sums of money which are now or shall from time to time or at any time hereafter be owing or remain unpaid to the Bank (hereinafter called "the Secured Amounts") by the Borrower either as principal or as surety and either solely or jointly with any other person or persons in partnership or otherwise whether on the said Accounts or otherwise in any manner whatsoever or for all other liabilities whether certain or contingent primary or collateral including (but without prejudice to the generality of the foregoing) the balance which at the date of such demand shall be owing or remain unpaid to the Bank by the Borrower on which a payment the said Accounts or otherwise in any manner whatsoever whether in respect of Principal moneys advanced or paid to or for the use or accommodation of the Borrower either solely or jointly with any other person or persons in partnership or otherwise or in respect of cheques bills of exchange promissory notes or other negotiable instruments signed drawn accepted or indorsed by or on behalf of the Borrower either solely or jointly with any other person or persons in partnership or otherwise or discounted paid or held by the Bank either at the request of the Borrower or in the course of business or otherwise or in respect of letters of credit bills notes drafts trust receipts guarantees indemnities or other documents or instruments signed by the Borrower either solely or jointly with any other person or persons in partnership or otherwise and held by the Bank or in respect of any ETP Securities becomes due in accordance with other banking facilities whatsoever; all other indebtedness and/or liabilities whatsoever of the Conditions, unconditionally pay Borrower to the Trustee Bank whether present, future, actual and/or contingent and whether incurred solely, severally, jointly and whether as principal or surety; (on a full indemnity basis) all costs, charges, expenses and other sums legal or otherwise, expended, paid, incurred or debited to any account in relation to the order preparation of or realisation, enforcement, protection or perfection of the Trustee) in Bank's rights and interests under this Assignment and/or any amendment of or supplement to this Assignment and the Relevant Currency and in same day cleared funds, in security constituted hereby or the case recovery of any Relevant Currency of the indebtedness or other than euroliabilities of the Borrower by the Bank Provided That in relation to such costs, charges, losses, expenses and other sums as are mentioned in this Clause, interest at such rate as the principal financial centre Bank may deem fit from time to time shall accrue and be payable as from the date on which the same are paid by the Bank until full payment by the Borrower thereof (whether before or after judgment) without the necessity for the Relevant Currency and, in the case of euro, in a city in any demand being made for payment thereof. Any interest payable which banks have access is not paid when due shall be added to the TARGET2 Systemoverdue sum and itself bear interest accordingly at such rate as the Bank may deem fit from time to time; and interest and charges upon or relating to all such advances, indebtedness, liabilities, costs, expenses and other monies from the Final Redemption Amount, Optional Redemption Amount date of demand or Mandatory Redemption Amountother due date until the date of payment, as applicablewell after as before judgment, in respect of at such rates and periodic rests as shall be stipulated by the ETP Securities Bank from time to time. Any interest payable which is not paid when due and payable on that date and shall (subject be added to the Conditions) until overdue sum and itself bear interest accordingly at such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (rate as the case Bank may be) as provided in the Agency Agreement shall, deem fit from time to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedtime.