Common use of Supplements Clause in Contracts

Supplements. From and after the effective date of the Shelf Registration Statement, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) hereof). If the Company is not eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange). If the Company is eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange).

Supplements. From and after the effective date of the Shelf Registration Statement, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five (5) Business Days Day following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder securityholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder securityholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) hereof). If the Company is not a WKSI or is not otherwise eligible to add additional selling shareholders stockholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Shelf-Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares Common Stock (as determined in good faith by the Company to the extent the Company Ordinary Shares are Common Stock is not then listed on a National Securities Exchangenational exchange). If the Company is a WKSI or is otherwise eligible to add additional selling shareholders stockholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares Common Stock (as determined in good faith by the Company to the extent the Company Ordinary Shares are Common Stock is not then the listed on a National Securities Exchangenational exchange).

Supplements. From If at any time during the period beginning on the date hereof and ending 40 days after the effective date Closing Date (both dates inclusive) any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Circulars in order that the Offering Circulars not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the Shelf Registration Statementcircumstances then existing, upon receipt or if in the reasonable opinion of the Joint Bookrunners or counsel for the Joint Bookrunners it is otherwise necessary to amend or supplement the Offering Circulars to comply with law, the Issuer will forthwith amend or supplement the Offering Circulars by promptly preparing and furnishing, at its own expense, to each Joint Bookrunner an amendment or amendments of, or a supplement or supplements to, the Offering Circulars (in form and substance satisfactory in the reasonable opinion of counsel for the Joint Bookrunners) so that, as so amended or supplemented, the Offering Circulars will not include an untrue statement of a completed Questionnaire and such other information material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Offering Circulars are delivered to a person procured by a Joint Bookrunner to purchase any Bonds or a subsequent purchaser of the Bonds from a Joint Bookrunner, not misleading or so that the Company Offering Circulars, as amended or supplemented, will comply with law. The Issuer shall procure that any such amended Offering Circular or supplementary Offering Circular is submitted to the SGX-ST. In addition the Issuer shall deliver, without charge, to the Joint Bookrunners from time to time as many copies of the relevant amended Offering Circular or supplementary Offering Circular as the Joint Bookrunners may reasonably request in writing, if any, the Company request. The Issuer will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in not make any event on amendment or prior to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in Offering Circulars without the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers prior written consent of the Holder’s Registrable Securities, or Joint Bookrunners (ii) if it is such consent not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) unreasonably withheld or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) hereof). If the Company is not eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange). If the Company is eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchangedelayed).

Supplements. From (a) A Supplement shall be executed in order to effect each Acquisition which shall: (i) be executed by each Transferor Beneficiary, the Receivables Trustee, all existing Investor Beneficiaries, and if the Investor Beneficiary making the Acquisition is not an existing Beneficiary, that Investor Beneficiary; (ii) set out the consent of each existing Beneficiary to such Acquisition; (iii) constitute, after the effective date issuance or annotation of the Shelf Registration Statementrelevant Investor Certificate a Supplement by the Receivables Trustee to this Deed which shall thereafter be read and construed as supplemented, upon receipt amended and varied by such Supplement; (iv) specify the name and category of a completed Questionnaire the Related Debt to be issued by the relevant Investor Beneficiary and, if there is more than one type or Class of Related Debt, the rights and priorities of each such type or Class thereof vis-a-vis the other types or Classes of Related Debt constituting the new Series; (v) set out the principal terms of such Series (all such terms the "PRINCIPAL TERMS") which may include, without limitation, the following: (A) the Initial Investor Interest (or the method for calculating such Initial Investor Interest) to be held by the relevant Investor Beneficiary in respect of such Series; (B) the face value of the relevant Related Debt, and (if applicable) each type or Class thereof, to be issued in respect of such Series; (C) the method of determining any Adjusted Investor Interest, if applicable; (D) the nature and amount of any Associated Debt issued or to be issued in connection with such Series; (E) the Closing Date; (F) each Rating Agency rating the Associated Debt referred to in (D) above; (G) the rights of each Transferor Beneficiary (if any) that have been transferred to the Investor Beneficiary in respect of such Series pursuant to such Acquisition (including any rights to Finance Charge Collections and Principal Collections); (H) the method of calculating an Investor Beneficiary's proportionate beneficial entitlement to Finance Charge Collections and Acquired Interchange held or the beneficial interest in which is held for that Investor Beneficiary in the Undivided Bare Trust in respect of such Series, and the method of determining the amount of Finance Charge Collections and Acquired Interchange that will be distributed to the Segregated Bare Trust held for the benefit of such Investor Beneficiary in respect of such Series on any day; (I) the method of determining the Investor Beneficiary's proportionate beneficial entitlement to Principal Collections and the date or dates on which Principal Collections are expected to be distributed to the Investor Beneficiary in respect of such Series and, if applicable, in respect of other Series and the method by which the Investor Interests held by the Investor Beneficiary in respect of such other information that Series shall amortise or accrete if applicable; (J) the Company method of allocating Receivables in Defaulted Accounts for such Series and, in respect of the Related Debt, and each type or Class thereof, within such Series; (K) any other Collections with respect to Receivables or other amounts to which the Investor Beneficiary may reasonably request have rights in writingrespect of the Investor Interest relating to such Series and the method by which such Collections will be proportionally held and distributed to the Investor Beneficiary in respect of such Investor Interest and allocated in respect of the Related Debt and each type or Class thereof within such Series; (L) the names of any accounts to be used by the Investor Beneficiary in respect of such Series and the terms governing the operation of any such accounts and use of moneys therein; (M) the Series Trust Cash Management Fee Percentage; (N) the percentage to be applied in calculating Minimum Transferor Interest and the Series Termination Date; (O) the terms of any Enhancement with respect to such Series, and the Enhancement Provider, if applicable; (P) the terms governing any deposit into any account provided for such Series; (Q) whether Acquired Interchange or other fees will be included in the funds available to be distributed with respect to the Investor Interest relating to such Series; (R) the priority of such Series with respect to any other Series; (S) which Group, if any, such Series will be part of; (T) the Company Minimum Aggregate Principal Receivables; (U) whether such Series will use its commercially reasonable efforts or may be a Companion Series and the Series with which it will be paired, if applicable (subject to file the Receivables Trustee having received any legal opinions or other conditions precedent which it may require in order to establish that the addition of such Companion Series or terms thereof will not prejudice the United Kingdom tax treatment of the Receivables Trust or any of the Beneficiaries); and (V) any other relevant terms of such Series (including whether or not the beneficial entitlement of the Series will be pledged as promptly collateral for an issuance of any other securities, including commercial paper); and (vi) contain undertakings from the Investor Beneficiary in respect of such Series, in accordance with Clause 4.9, and a confirmation from the Investor Beneficiary in respect of such Series, in accordance with Clause 4.5(c)(vi) and Clause 4.6(c), and any other undertaking and confirmation as reasonably practicable, but in any event on or prior requested by the Transferor Beneficiaries. (b) Subject to (1) obtaining the tenth consent of all existing Beneficiaries of the Receivables Trust; and (10th2) Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subjectAcquisition Notice from each Transferor Beneficiary and, in the case of either clause (i) or clause (iian Investor Acquisition, the relevant Investor Beneficiary, pursuant to Clause 4.5(b), the Receivables Trustee shall arrange for a Supplement to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described be executed in Section 2(eaccordance with Clause 4.6(a). (c) hereof). If the Company is not eligible to add additional selling shareholders by means of a prospectus no supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in variation to or of any fiscal quarter for trust comprising the Receivables Trust shall be effective unless and until the Receivables Trustee has obtained the written consent of all Holders pursuant to this Section 2(a)(iii); provided persons which are Beneficiaries of that trust at the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership time of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange). If the Company is eligible to add additional selling shareholders by means of a prospectus such supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange)amendment or variation.

Supplements. From and after the effective date Effective Date of the Shelf Registration Statement, upon receipt of a completed Selling Stockholder Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Grace Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Grace Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) 6 hereof). If the Company is not eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange). If the Company is eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange).

Supplements. From and after the effective date of the Shelf Registration Statement, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder securityholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder securityholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e2(d) hereof). If the Company is not a WKSI or is not otherwise eligible to add additional selling shareholders securityholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of aggregate principal amount of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange)outstanding First Lien Notes. If the Company is a WKSI or is otherwise eligible to add additional selling shareholders securityholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of aggregate principal amount of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange)outstanding First Lien Notes.

Supplements. From time to time prior to Closing: (a) Parent shall have the right (but not the obligation) to amend and/or supplement the representations and warranties made by Parent in Article III, and to amend and/or supplement Sections of the Parent Disclosure Letter, by either (i) amending and/or supplementing such representations and warranties made by Parent in Article III to refer to exceptions set forth on new Sections of the Parent Disclosure Letter or (ii) amending and/or supplementing such Sections of the Parent Disclosure Letter, with respect to any matter first arising after the effective date Effective Date (each, a “Parent Supplement”); and (b) Purchaser shall have the right (but not the obligation) to amend and/or supplement the representations and warranties made by Purchaser in Article IV, and to amend and/or supplement Sections of the Shelf Registration StatementPurchaser Disclosure Letter by either (i) amending and/or supplementing such representations and warranties made by Purchaser in Article IV to refer to exceptions set forth on new Sections of the Purchaser Disclosure Letter or (ii) amending and/or supplementing such Sections of the Purchaser Disclosure Letter, upon with respect to any matter first arising after the Effective Date (each, a “Purchaser Supplement” and, together with the Parent Supplement, each a “Supplement”). A Supplement shall cure, or be deemed to cure, any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of indemnification and termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article VI have been satisfied; provided, however, that if, had the Supplement not been delivered, a party would have had the right to terminate this Agreement, then such party will have the right to terminate this Agreement for a period of ten (10) days after its receipt of a completed Questionnaire and such other information that the Company may reasonably request in writingSupplement from another party (or prior to Closing, whichever occurs first), and, if anysuch party does not exercise such right, the Company then that party shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under this Agreement with respect to such matter. The parties will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth deliver all Supplements at least three (10th) Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five (53) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement prior to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) hereof). If the Company is not eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange). If the Company is eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange)Closing.

Supplements. From and after the effective date of the Shelf Registration Statement, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Blackout Period is then in effect or initiated within five ten (510) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Blackout Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission SEC interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission SEC interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e1(e) hereof). If the Company is not a WKSI or is not otherwise eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii1(a)(v); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 15 million of the Company Ordinary Shares (based on the closing price of the Ordinary Shares on the Business Day prior to the filing of such post-effective amendment or additional Shelf Registration Statement, to the extent the Ordinary Shares are then listed on the Trading Market, or as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchangethe Trading Market (the “Filing Value”)). If the Company is a WKSI or is otherwise eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii1(a)(v) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 15 million of the Company Ordinary Shares (as determined in good faith by based on the Company to the extent the Company Ordinary Shares are not then listed on a National Securities ExchangeFiling Value).

Supplements. From and after the effective date of the Shelf Registration Statement, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder securityholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder securityholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) hereof). If the Company is not eligible to add additional selling shareholders securityholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million in aggregate principal amount of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange)Second Lien Notes. If the Company is eligible to add additional selling shareholders securityholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million in aggregate principal amount of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange)Second Lien Notes.

Supplements. From (i) Each agreement by the parties that Borrower will issue and after sell to BofA, and that BofA will purchase from Borrower, one or more Notes hereunder shall be made pursuant to a supplement to this Agreement (a "Supplement") ---------- entered into by the effective date of the Shelf Registration Statementparties hereto from time to time, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or not less than 35 days prior to the tenth then Scheduled Termination Date, in substantially the form of Exhibit 1.02(b), specifying therein: --------------- (10thA) Business Day after the aggregate principal amount, expressed in each of the applicable foreign currencies, of the Note to be issued and sold on each Purchase Date specified in such Supplement (each such amount of a particular foreign currency for a particular Purchase Date (or any Dollar amount which replaces such foreign currency amount pursuant to any amendment to such Supplement) being herein called a "Required Foreign Currency Amount"); -------------------------------- (B) the total Purchase Price in Dollars that BofA is to pay Borrower on each Purchase Date specified in such Supplement for the Note to be purchased by BofA on such Purchase Date pursuant to such Supplement; (C) the Dollar portion of such total Purchase Price that is allocable to each Required Foreign Currency Amount for each such Purchase Date pursuant to such Supplement (each an "Allocated Purchase Price Amount"); and ------------------------------- (D) the Determination Date and Maturity Date of any Note to be issued and sold on each Purchase Date specified in such Supplement. Subject to clause (iii), the parties may enter into more than one ------------ Supplement with respect to any Purchase Date. (ii) If Borrower wishes to enter into a Supplement, it will deliver to BofA by facsimile at the address specified in Section 9.02 a ------------ proposed Supplement, showing the Purchase Dates, Determination Dates, Maturity Dates and applicable Required Foreign Currency Amounts requested by Borrower for any Notes. Following BofA's receipt of such information (orproposed Supplement, if a Suspension Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules BofA will consult with Borrower and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers will notify it of the Holder’s Registrable SecuritiesAllocated Purchase Price Amount that BofA is prepared to pay for the applicable Note on each applicable Purchase Date in respect of each Required Foreign Currency Amount shown on such proposed Supplement, or (ii) if it and the total Purchase Price in Dollars that BofA is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) prepared to name pay on each such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to Purchase Date. Such Allocated Purchase Price Amounts will be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) hereof). If the Company is not eligible to add additional selling shareholders determined by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined BofA in good faith based on market conditions. If BofA and Borrower agree to each such Allocated Purchase Price Amount and total Purchase Price, they will enter into a Supplement reflecting such agreement. Neither Borrower nor BofA will have any obligation to agree to any proposed Allocated Purchase Price Amount or total Purchase Price. BofA will have no obligation to notify Borrower of any Allocated Purchase Price Amount for any Required Foreign Currency Amount proposed by Borrower if BofA informs Borrower that such Required Foreign Currency Amount is not freely available and commercially transferable in the Company relevant amount and currency at such time or for any other relevant time or period. (iii) Notwithstanding anything contained herein to the extent contrary, neither BofA nor Borrower shall be obligated to enter into any Supplement at any time prior to, or in the Company Ordinary Shares are not then listed on a National Securities Exchange). If the Company is eligible to add additional selling shareholders absence of, agreement by means Borrower and BofA of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange)terms and provisions thereof.

Supplements. From (a) Notwithstanding any provision of this Agreement to the contrary, the Purchaser shall not be obligated to purchase any Preferred Shares and the NACC Member shall not be obligated to acquire in connection with any such purchase any membership interest in the related Property Level LLC (other than with respect to the initial purchase of 34,000 shares of Series A Preferred Shares and the Kansas LLC which shall be purchased and acquired on the terms and conditions set forth in this Agreement) unless and until there shall have been delivered a supplement completed in a manner reasonably satisfactory to the Purchaser and GRT (each a "Supplement") to this Agreement in the form attached hereto as Exhibit H (it being understood that a Supplement shall be required for the purchase and sale of shares of Series A Preferred Shares after the effective date initial purchase and sale thereof) and any related Articles Supplementary as may be required by Maryland law to be filed with and accepted by the SDAT. In addition, GRT has entered into this Agreement for the purpose of obtaining funds to acquire, construct and develop Malls and nothing in this Agreement or otherwise shall obligate GRT to engage in any sale of Preferred Shares at a Closing if it has determined in its sole discretion not to proceed with the acquisition, construction or development of a Mall intended to be financed with the proceeds of such sale. Without limiting the foregoing, under no circumstances shall the Purchaser be obligated to execute and deliver any Supplement with respect to a Mall (including Phase II of Kansas Mall) and Property Level LLC unless NACC and the Purchaser have completed a financial, environmental, business and operational review of the Shelf Registration StatementGRT Transaction Parties, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior with results satisfactory to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Period is then Purchaser and NACC in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either their sole discretion. The GRT Transaction Parties understand that (i) if then permitted by before entering into any Supplement providing for the Securities Act or purchase of Preferred Shares relating to a Mall, NACC and the rules and regulations thereunder (or then-current Commission interpretations thereof)Purchaser will need to be satisfied in their judgment with, a supplement to among other things, the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers feasibility of the Holder’s Registrable SecuritiesProperty Level LLC and the Mall, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) hereof). If the Company is not eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange). If the Company is eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Shares (as determined in good faith by the Company to the extent the Company Ordinary Shares are not then listed on a National Securities Exchange).the

Supplements. From and after the effective date of the Shelf Registration Statement, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file as promptly as reasonably practicable, but in any event on or prior to the tenth (10th) Business Day after receipt of such information (or, if a Suspension Period is then in effect or initiated within five (5) Business Days following the date of receipt of such information, the tenth (10th) Business Day following the end of such Suspension Period) either (i) if then permitted by the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof), a supplement to the Prospectus contained in the Shelf Registration Statement naming such Holder as a selling shareholder and containing such other information as necessary to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities, or (ii) if it is not then permitted under the Securities Act or the rules and regulations thereunder (or then-current Commission interpretations thereof) to name such Holder as a selling shareholder in a supplement to the Prospectus, a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement as necessary for such Holder to be named as a selling shareholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Registrable Securities (subject, in the case of either clause (i) or clause (ii), to the Company’s right to delay filing or suspend the use of the Shelf Registration Statement as described in Section 2(e) hereof). If the Company is not a WKSI or is not otherwise eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than one (1) post-effective amendment or additional Shelf Registration Statements in any fiscal quarter for all Holders pursuant to this Section 2(a)(iii); provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Common Shares (as determined in good faith by the Company to the extent the Company Ordinary Common Shares are not then listed on a National Securities Exchange). If the Company is a WKSI or is otherwise eligible to add additional selling shareholders by means of a prospectus supplement, notwithstanding the foregoing, the Company shall not be required to file more than two (2) prospectus supplements for all Holders pursuant to this Section 2(a)(iii) in any fiscal quarter; provided that the foregoing limitation shall not apply if the Registrable Securities to be added represent beneficial ownership of more than $10 million of the Company Ordinary Common Shares (as determined in good faith by the Company to the extent the Company Ordinary Common Shares are not then listed on a National Securities Exchange).