Common use of Positive Covenants Clause in Contracts

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAP; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.

Positive Covenants. So long as While any Notes are Facility Indebtedness is outstanding and except as otherwise permitted by or the terms of this IndentureFacility remains available to the Borrower, the Corporation covenants and agrees with the Trustees for the benefit of the Holderseach Credit Party will: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to duly and punctually pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property to the Agent and the Property Lenders all amounts payable hereunder, on the dates, at the places, in the currency and in the manner mentioned herein; (b) provide to the Agent (with sufficient copies for the Lenders) quarterly financial reports and such other summaries as may be requested by the Agent from time to time, which reports will include the balance sheet, income statement, statement of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payableaged trade payables, and costs incurred, together with any other reports that the Corporation Agent may require from time to time, all in form and its Restricted Subsidiaries shall exhibit or cause to be exhibited substance satisfactory to the TrusteesAgent, when requiredin its reasonable discretion, the receipts and vouchers establishing provided that public disclosure of such payment and reports shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained constitute compliance with respect thereto in accordance with GAAPthis covenant; (c) permit the Agent to directly contact and communicate during regular business hours with any and all officers of the Borrower from time to time by letter, telephone, email or in person; (d) timely file all documents that must be publicly filed or sent to its shareholders pursuant to Applicable Securities Legislation within the time prescribed by such Applicable Securities Legislation and will make such documents available on the System for Electronic Document Analysis and Retrieval+ within such prescribed time period, and in the event that the Borrower is not at any time subject to Applicable Securities Legislation, the provisions Borrower will continue to provide to the Agent (with sufficient copies for the Lenders): (i) within 90 days after the end of this Indentureeach fiscal year, copies of its audited annual financial statements, (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, interim financial statements which shall, at a minimum, contain such information required to be provided in interim financial reports by a “reporting issuer” (as such term is defined in such Applicable Securities Legislation) under the Applicable Securities Legislation, together with all such operational and other reports as the Agent (in accordance with the instructions of the Lenders) may require from time to time. Each of the reports referred to in the foregoing sentence will be prepared in accordance with disclosure requirements of Applicable Securities Legislation and IFRS as applicable; (e) take all reasonable steps and actions as may be required: (i) to maintain the listing and posting for trading of the Common Shares on the Exchange, provided that the Borrower may move its listing to any other stock exchange or market as is acceptable to the Agent (in accordance with the instructions of the Lenders, acting reasonably); and (ii) to maintain its status as a “reporting issuer”, or the equivalent thereof in compliance with the requirements of the Applicable Securities Legislation; (f) comply with all Applicable Securities Legislation, including, but not limited to, obtaining the approvals of the Exchange, as required, in respect of the listing thereof; and forthwith after the issuance of the Securities, the Borrower will file such forms and documents as may be required under Applicable Securities Legislation; (g) continue to comply, in all material respects, with continuous disclosure obligations under Applicable Securities Legislation; (h) promptly notify the Agent in writing upon becoming aware of: (i) any Default or Event of Default, (ii) any material suit, proceeding or governmental investigation pending or, to the Borrower’s knowledge, threatened in writing or any notification of any challenge to the validity of any Authorization, relating to the Borrower, any Guarantor, any Project or any part of any Project or any of the Secured Assets or any of the Credit Parties’ other material assets, (iii) any force majeure event under any document relating to any Project or any part of any Project or any of the Secured Assets or any of the Credit Parties’ other material assets, (iv) any suit, proceeding, demand, claim or governmental investigation or communication pending or, to the Borrower’s knowledge, threatened, relating to any Project or any part of any Project, and (v) any notice of default received in respect of any Material Project Document; and (i) take all reasonable steps and actions as may be required to maintain its corporate existence, obtain and maintain all material Authorizations required or necessary in connection with its business, the Projects and each material part of each Project and the Secured Assets, and carry on and conduct its business in a reasonably proper and efficient manner; (j) keep or cause to be kept proper books of account and make or cause to be made therein true and faithful complete entries of all of its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPIFRS, and at all reasonable times will furnish or cause to be furnished to the Agent or its duly authorized agent or attorney such information relating to its operations as the Agent (in accordance with the instructions of the Lenders) may request and such books of account shall be open for inspection by the Agent or such agent or attorney upon reasonable request during business hours and upon reasonable prior notice; (dk) subject use the proceeds of the Facility only for the purposes set out in Section 2.4; (l) ensure that each of the Security Documents to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain which it is a party will at all times its respective corporate existence constitute valid and perfected first ranking security on all the Secured Assets, subject only to Permitted Encumbrances, and at all times take all actions necessary or reasonably requested to create, perfect and maintain the Security Interests granted pursuant to the Security Documents as perfected first ranking security over the Secured Assets, subject only to Permitted Encumbrances; (m) duly and punctually perform and carry out all of the covenants and acts or things to be done by it as provided in this Agreement and each of the other Facility Documents; (n) obtain, maintain and, as required, timely renew all required material governmental Authorizations and third party approvals and consents for development and operation of each of the Projects and each part of each Project (as may be required for the then current state of development or operation of each Project), including but not limited to all Authorizations required under applicable Environmental Laws; (o) comply in all material respects with all Applicable Law, including Environmental Laws and Applicable Securities Legislation; (p) ensure that, at all times, the Credit Parties hold all present and after-acquired personal property now or hereafter located at, on or about any of the Projects or any part of any Project or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from any of the Projects or any part of any Project or any business or operations thereat, and all proceeds thereof, except for (x) certain equipment currently owned or leased by the Credit Parties which is specifically described in a schedule to one of the Security Documents executed by the Borrower, and (y) certain other equipment now or hereafter held by the Borrower which has a fair market value not exceeding [***]; (q) maintain or cause to be maintained the Secured Assets in good condition in accordance with their respective organizational documents industry standards, ordinary wear and tear excepted; (r) pay and discharge or cause to be paid and discharged, promptly when due, all Taxes imposed upon it or in respect of any of its assets or upon the income or profits therefrom as well as all claims of any kind (including claims for labour, materials, supplies and rent) which, if unpaid, might become a lien thereupon; provided however, that it shall not be required to pay or cause to be paid any such Tax or claim if the same amount, applicability or validity thereof shall concurrently be contested in good faith by appropriate proceedings diligently conducted with appropriate reserves in accordance with IFRS; (s) promptly pay or make provisions satisfactory to the Agent (in accordance with the instructions of the Lenders) for the payment of any additional amounts, including Taxes and charges which may be amended imposed on the Borrower or any Guarantor by the laws of Canada or the United States or any state, province, territory or other jurisdiction thereof (except income tax or security transfer tax, if any), which shall be payable with respect to the Facility; (t) cause all necessary and proper steps to be taken diligently to protect and defend the Secured Assets and the proceeds thereof against any material adverse claim or demand (other than Permitted Encumbrances), including without limitation, the employment or use of counsel for the prosecution or defence of litigation and the contest, settlement, release or discharge of any such claim or demand; (u) as may be required by the Agent (in accordance with the instructions of the Lenders) from time to time), execute and deliver such further and other documents and do all matters and things which are necessary to carry out the intention and provisions of this Agreement, all at the cost of the Credit Parties; (ev) subject promptly provide to the provisions Agent: (i) in the event a Credit Party or ERISA Affiliate gives or is required to give notice to the PBGC of this Indentureany Reportable Event with respect to any Plan, or knows that the plan administrator of any Plan has given or is required to cause each Guarantee granted by each Guarantor and give notice of any subordination undertaking in favour such Reportable Event, a copy of the Trustees notice of such Reportable Event given or required to be given to the PBGC; (ii) in the event a Credit Party or ERISA Affiliate receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) in the event a Credit Party or ERISA Affiliate receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer, any Plan, a copy of such notice; (iv) in the event a Credit Party or ERISA Affiliate applies for a waiver of the minimum funding standard under the Pension Funding Rules, a copy of such application; (v) in the event a Credit Party or ERISA Affiliate gives notice of intent to terminate any Plan under Section 4041(c) of ERISA or withdraw from any Plan pursuant to Section 4063 of ERISA, a copy of such notice and other information filed with the PBGC; (vi) upon the occurrence of any ERISA Event or in the event a Credit Party or ERISA Affiliate fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Security Interest or the Holders posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Credit Party setting forth details as to be maintained in full force such occurrence and effect at all times until action, if any, which the full and final payment of all amounts due hereunder Credit Party or under the NotesERISA Affiliate is required or proposes to take; and (fvii) in the event a Credit Party or ERISA Affiliate determines that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, a certification of funding status from the enrolled actuary for the Pension Plan; (w) without limiting the generality of Section 7.1(l) or the provisions of any Security Document to comply which any Credit Party is, from time to time, party, deliver such further security documents as the Agent may from time to time reasonably request with respect to any of the Secured Assets; (x) the Borrower and cause each of its Restricted Subsidiaries to will at all times comply with its respective constating documents all International Trade Laws in all respects; (y) the Credit Parties, on a consolidated basis, shall at all times during the term of this Agreement, maintain minimum working capital of [***], calculated as (i) the sum of cash on hand and trade receivables outstanding for less than 30 days, less (ii) trade payables, and the Borrower shall provide the Agent with evidence thereof upon written request; (z) in connection with the Shootaring Canyon Mill Surety Bond, the applicable Credit Parties shall: (i) inform the Agent immediately of any change to the estimated reclamation costs related to the Shootaring Canyon uranium mill site, or the requisite value of the Shootaring Canyon Mill Surety Bond, or of the receipt of any notice from Utah Division of WM & Radiation Control in connection with the Shootaring Canyon Mill Surety Bond; (ii) ensure that the Shootaring Canyon Mill Surety Bond remains in effect and in good standing and meets all requirements of the Utah Division of WM & Radiation Control and all Applicable Laws, and inform the Agent immediately of any breach of the terms of the general agreement of indemnity, or any other agreement, between any Shootaring Surety and a Credit Party; (iii) ensure that the deposit and security required by the Shootaring Surety has been provided by the applicable laws, rules, regulations Credit Parties and orders, except is in good standing; and (iv) pay all indebtedness and liabilities required to be paid by such Credit Parties to the extent Shootaring Surety when due, including all premiums; and (aa) promptly notify the failure to do so would not reasonably be expected to adversely affect the ability Agent of the Corporation or any event of its Restricted Subsidiaries to perform its obligations hereunder or default under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderany agreement for Indebtedness with an outstanding principal amount greater than [***].

Positive Covenants. So long as While any Notes are Facility Indebtedness is outstanding and except as otherwise permitted by or the terms of this IndentureFacility remains available to the Borrower, the Corporation covenants and agrees with the Trustees for the benefit of the Holderseach Credit Party will: (a) to appoint a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunder; (b) from time to time to duly and punctually pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property to the Agent and the Property Lenders all amounts payable hereunder, on the dates, at the places, in the currency and in the manner mentioned herein; (b) provide to the Agent (with sufficient copies for the Lenders) quarterly financial reports and such other summaries as may be requested by the Agent from time to time, which reports will include the balance sheet, income statement, statement of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payableaged trade payables, and costs incurred, together with any other reports that the Corporation Agent may require from time to time, all in form and its Restricted Subsidiaries shall exhibit or cause to be exhibited substance satisfactory to the TrusteesAgent, when requiredin its reasonable discretion, the receipts and vouchers establishing provided that public disclosure of such payment and reports shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained constitute compliance with respect thereto in accordance with GAAPthis covenant; (c) subject permit the Agent to directly contact and communicate during regular business hours with any and all officers of the provisions of this IndentureBorrower from time to time by letter, to keep telephone, email or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPperson; (d) timely file all documents that must be publicly filed or sent to its shareholders pursuant to Applicable Securities Legislation within the time prescribed by such Applicable Securities Legislation and will make such documents available on the System for Electronic Document Analysis and Retrieval+ within such prescribed time period, and in the event that the Borrower is not at any time subject to the provisions of this Indenture (including, for greater certaintyApplicable Securities Legislation, the completion Borrower will continue to provide to the Agent (with sufficient copies for the Lenders): (i) within 90 days after the end of any transaction not prohibited each fiscal year, copies of its audited annual financial statements, (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, interim financial statements which shall, at a minimum, contain such information required to be provided in interim financial reports by a “reporting issuer” (as such term is defined in such Applicable Securities Legislation) under Section 5.14the Applicable Securities Legislation, Section 5.15 or Section 8.6), to maintain together with all such operational and cause each Restricted Subsidiary to maintain at all times its respective corporate existence other reports as the Agent (in accordance with their respective organizational documents (as the same instructions of the Lenders) may be amended require from time to time). Each of the reports referred to in the foregoing sentence will be prepared in accordance with disclosure requirements of Applicable Securities Legislation and IFRS as applicable; (e) subject take all reasonable steps and actions as may be required: (i) to maintain the listing and posting for trading of the Common Shares on the Exchange, provided that the Borrower may move its listing to any other stock exchange or market as is acceptable to the provisions of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking Agent (in favour accordance with the instructions of the Trustees Lenders, acting reasonably); and (ii) to maintain its status as a “reporting issuer”, or the Holders to be maintained equivalent thereof in full force and effect at all times until compliance with the full and final payment of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability requirements of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.Applicable Securities Legislation;

Positive Covenants. So long (i) It shall be responsible to procure at its own cost, risk and expense and in a timely manner, and secure and maintain the same in full force and effect, all Applicable Permits required in relation to: (A) the operation and management of the Licensed Premises, under a Brand, as any Notes are outstanding and except a 5 star hotel as otherwise approved by the Ministry of Tourism, Government of India; (B) undertaking the Refurbishment Works; and (C) undertaking other permitted by activities within the Licensed Premises as per the terms of this IndentureAgreement; (ii) It shall submit to the Licensor during the entire Licence Period, on an annual basis, within a period of thirty (30) days of the date on which the audited accounts of the Licencee are approved and adopted at the annual general meeting of the shareholders of the Licencee, (A) Copies of all Applicable Permits applied for and sought by it during the immediately preceding Financial Year; (B) Certified true copy of its audited accounts and financial statements for the immediately preceding Financial Year; and (C) Copy of insurance policies maintained by the Licencee and premium receipts thereof. (D) Payment proofs for all taxes paid, deductions of which have been claimed while calculating the Gross Revenue (iii) {The Licencee shall, during the Licence Period, operate and manage the Licensed Premises, under a Brand owned by the Licencee. The Licencee shall be entitled to replace the aforesaid Brand (under which it operates and manages the Licensed Premises) with any other Brand only with the prior written consent of the Licensor. The consent of the Licensor shall not be unreasonably withheld by the Licensor if the Licencee establishes that, as on the date of such request by the Licencee, under the Brand proposed as replacement, continuously in the immediately preceding five (5) years, in aggregate not less than five hundred (500) operational rooms across a maximum of five (5) hotels/ resorts having a minimum 5 star rating with each such hotel/resort having at least one hundred (100) operational rooms, are operated and managed in India by the Licencee. Provided that, the Corporation covenants Licencee shall not replace the Brand (under which it operates and agrees manages the Licensed Premises) with any other Brand prior to the expiry of a period of seven (7) years from the Effective Date unless such proposed brand is owned by the Licencee.}2 (iv) {The Management Agreement shall be valid and effective for a period of at least 10 (ten) years. The Licencee shall be entitled to replace the Hotel Brand Owner with any other entity under whose Brand the Licensed Premises will be operated and managed, any time prior to the expiry of the aforesaid period of 10 (ten) years commencing from the Effective Date, only with the Trustees for the benefit prior written consent of the HoldersLicensor. The consent of the Licensor shall not be unreasonably withheld by the Licensor if the Licencee establishes that, as on the date of such request by the Licencee, the proposed replacement or its Associate(s) owns a Brand under which, continuously in the immediately preceding five (5) years prior to the date of such request, in aggregate not less than five hundred (500) operational across a maximum of five (5) hotels/ resorts having a minimum 5 star rating with each such hotel/resort having at least one hundred (100) operational rooms, are operated and managed in India by such proposed replacement or its Associate(s). After the expiry of the aforesaid period of 10 (ten) years commencing from the Effective Date or expiry of the Management Agreement, whichever is later, and until the remaining duration of the Licence Period, the Licencee shall: (a) to appoint at all times have a trustee whenever necessary to avoid valid and subsisting management contract with any entity under whose Brand the Licensed Premises will be operated and managed, provided that, at the date of entering into such management contract, the entity or fill its Associate(s) own a vacancy Brand under which, continuously in the office immediately preceding five (5) years prior to the date of any such contract, in aggregate not less than five hundred (500) operational rooms across a maximum of the Trustees so as to comply five (5) hotels/ resorts having a minimum 5 star rating with any requirement under applicable lawseach such hotel/resort having at least one hundred (100) operational rooms, including as described under Section 13.2 hereunder;are operated and managed in India; or (b) from time operate and manage the Licenced Premises under its own Brand or a Brand owned by its Associate, provided that, the Licencee or its Associate owns and operates in India, under such Brand, continuously in the immediately preceding five (5) years prior to time to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect the date of its Property commencement of such operation and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits management of the Corporation as and when Licensed Premises under the same become due and payableBrand of the Licencee, and the Corporation and its Restricted Subsidiaries in aggregate not less than five hundred (500) operational rooms across a maximum of five (5) hotels/ resorts having a minimum 5 star rating with each such hotel/resort having at least one hundred (100) operational rooms.}3 (v) It shall exhibit or cause to be exhibited submit to the Trustees, when required, Licensor during the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAP; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiariesentire Licence Period, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder.soon as

Positive Covenants. So The Borrower irrevocably and unconditionally covenants and undertakes that so long as any Notes are outstanding Obligations remain outstanding, and except as otherwise permitted by until the terms of this IndentureFinal Repayment Date, he shall unless the Corporation covenants and agrees with the Trustees for the benefit of the HoldersLender waives compliance in writing: (a) utilise the Facility only for the purpose stated by it to appoint a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable lawsLender, including as described under Section 13.2 hereunderand for no other purpose whatsoever; (b) from time to time to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property maintain his rights and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment privileges currently enjoyed by him and shall duly observe obtain, comply with the terms of and conform do all that is necessary to maintain in full force and effect all valid requirements of any Governmental Authority relative Approvals required to any of enable him to lawfully perform his obligations under the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPFinance Documents; (c) subject obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all Approvals as may be required to enable him to enter into and perform his obligations under the provisions Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence of the Finance Documents and this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPAgreement; (d) subject to the provisions of this Indenture (includingpay regularly all Taxes, for greater certaintyassessments, the completion of any transaction not prohibited under Section 5.14dues, Section 5.15 or Section 8.6)duties and impositions as may, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time)time be payable to any Governmental Authority; (e) subject comply with all Applicable Laws, rules and regulations, including but not limited to the provisions of various rules, regulations and guidelines issued by the Securities and Exchange Board of India from time to time, including the Securities and Exchange Board of India (Prohibition of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) Regulations, 1992 (including all disclosure, notification and filing requirements thereunder), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (including all disclosure, notification, valuation of shares and filing requirements thereunder), the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, and the rules regulations and guidelines made applicable by relevant stock exchanges. (f) maintain insurance on and in relation to his business and assets with an insurance company or companies acceptable to the Lender against such risks and to such extent as is usual; (g) pay or reimburse to the Lender all charges, Taxes or penalties imposed on or in pursuance of this IndentureAgreement or on any instruments, to cause each Guarantee granted by each Guarantor and any subordination undertaking issued hereunder; (h) comply in favour all respects with the terms of the Trustees Finance Documents; (i) do everything which is necessary in the opinion of the Lender to (i) create and perfect the Security with respect to future assets covered by the Finance Documents (including, without limitation, any further registration or filing in respect of the Holders to be maintained Security), (ii) create, perfect and maintain the Security in full force and effect at all times until (including the full priority thereof), and final payment (iii) preserve and protect the Security, and the rights and title of all amounts due hereunder the Lender to the Security; (j) it irrevocably consents to the Lender disclosing information in respect of it, and its accounts, to Lender’s head office, its affiliates or companies owned directly or indirectly by Citigroup Inc or any of its branches or affiliates, or any other person as the Lender deems fit; (k) forthwith deliver to the Lender any payments or accretions in respect of or relating to Collateral required under the Notesterms of this Agreement; (l) cause an appropriate entry or note of the Finance Documents to be made in its records; (m) certify in writing the end use of each Drawdown within 1 (one) week of the respective Drawdown; and (fn) to comply perform and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable lawsexecute, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability on request of the Corporation or any of its Restricted Subsidiaries Lender, such acts and deeds, as may be necessary and/or required to perform its obligations hereunder or under carry out the Note Guarantees or the rights and remedies intent of the Trustees or the Holders thereunderFinance Documents.

Positive Covenants. So long as any Notes are outstanding Borrower and except as otherwise permitted by the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holders:Guarantor covenant to; (a) Furnish to appoint Lender within a trustee whenever necessary period not to avoid exceed ninety (90) days after the closing of each calendar year (or fill a vacancy in fiscal year, as the office of any of the Trustees so as to comply with any requirement under applicable lawscase may be), internally generated year end financial statements for Borrower and Guarantor, including as described under Section 13.2 hereunderbalance sheet and profit and loss figures, rent rolls and occupancy reports to the extent applicable and all accountant’s comments for that year (“Financial Information”); (b) Furnish to Lender within a period not to exceed one hundred eighty (180) days after the closing of each calendar year Audited Financial Information for Borrower and Guarantor prepared in accordance with generally accepted accounting principles, on a consolidated basis; (c) Upon Lender’s request, furnish to Lender concurrently with the furnishing of the year-end Financial Information referred to above, a written certificate signed by Borrower and containing a statement as to whether or not, to the knowledge of Borrower, a default has occurred and is continuing, and specifying, if a default exists, what steps are being taken by Borrower to cure the same; (d) Furnish to Lender, within a period not to exceed thirty (30) days after the close of each calendar year, Financial Information for each Guarantor; (e) Furnish Income Tax Returns for Borrower and each Guarantor within fifteen (15) days after their filing with the United States Internal Revenue Service. If Income Tax Returns for Borrower, and each Guarantor, are not filed by the 15th day of April of each calendar year an extension must be provided by Borrower, and each Guarantor, to Lender; (f) Furnish all Financial Information in such form as Lender may reasonably request and furnish such other information from time to time as Lender may reasonably request; (g) At all times keep true and complete books, records and accounts, and permit Lender through its agents and representatives to pay visit and inspect any of Borrower’s properties and to discuss Borrower’s affairs, finances and accounts with Borrower, all at such reasonable times as Lender may desire; (h) Maintain and keep in full force and effect, its existence, rights and franchises and comply with all laws applicable to Borrower; (i) Pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed assessments and other governmental charges levied upon any of Borrower’s properties or in respect of its Property and the Property of its Restricted Subsidiaries franchises or any part thereof or upon the income and profits of the Corporation as and when before the same become due became delinquent, unless the same is being contested in good faith by appropriate proceedings and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest reserves deemed adequate by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves Lender have been maintained with respect thereto in accordance with GAAPestablished therefor; (cj) subject Maintain, preserve, protect and keep in good repair, working order and condition, its property and every part thereof used or useful in the conduct of Borrower’s business and from time to time make all needful and proper repairs, renewals, replacements and improvements thereto, so that Borrower’s business may be properly and advantageously conducted at all times; (k) Keep adequately insured by reputable insurers satisfactory to Lender all property of a character usually insured by companies engaged in businesses similar to that of Borrower and carry such other insurance as is usually carried by similar companies and, at Lender’s request, deliver to Lender evidence of the maintenance of such insurance; (l) Pay all lawful claims, whether for labor, materials or otherwise, which might or could, if unpaid, become a lien or charge on any property or assets of Borrower, unless the same is being contested in good faith by appropriate proceedings and reserves deemed adequate to Lender have been established therefor; (m) Comply fully with all of the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPLoan Documents; (dn) subject Give immediate notification to the provisions of this Indenture (including, for greater certainty, the completion Lender of any transaction not prohibited under Section 5.14litigation, Section 5.15 or Section 8.6)of any claim or controversy which might become the subject of litigation, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence of any Federal tax lien, assessment or knowledge of a proposed tax assessment in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions excess of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder$10,000.00.

Positive Covenants. So long as any Notes are outstanding Borrower and except as otherwise permitted by the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersGuarantor covenant to: (a) Furnish to appoint Lender within a trustee whenever necessary period not to avoid exceed 120 days after the closing of each calendar year (or fill fiscal year, as the case may be), year end financial statements for Borrower, Guarantor and all other business enterprises conducted on all real property upon which a vacancy in the office of any lien has been granted by Borrower to secure repayment of the Trustees so as Note (the “Property”) including balance sheet and profit and loss figures, Income Tax Returns for the year in which such return is due, rent rolls and occupancy reports to comply with any requirement under the extent applicable laws, including as described under Section 13.2 hereunderand all accountant’s comments for that year (Financial Information”); (b) Furnish to Lender concurrently with the furnishing of the year end Financial Information referred to above, a written certificate signed by Borrower’s chief financial officer and containing a statement as to whether or not, to the knowledge of such officer, a default has occurred and is continuing, and specifying, if a default exists, what steps are being taken by Borrower to cure the same; (c) Furnish to Lender quarterly Financial Information on the Borrower and all other business enterprises conducted on the Property by the 20th day of the month following each calendar quarter (March 31, June 30, September 30, and December 31), signed by a proper accounting officer of Borrower; (d) Furnish all Financial Information in such form as Lender may reasonably request and furnish such other information from time to time as Lender may reasonably request; (e) At all times keep true and complete books, records and accounts, and permit Lender through its agents and representatives to pay visit and inspect any of Borrower’s properties and to discuss Borrower’s affairs, finances and accounts with its officers, all at such reasonable times as Lender may desire; (f) Maintain and keep in full force and effect, its existence, rights and franchises and comply with all laws applicable to Borrower. (g) Pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed assessments and other governmental charges levied upon any of Borrower’s properties or in respect of its Property and the Property of its Restricted Subsidiaries franchises or any part thereof or upon the income and profits of the Corporation as and when before the same become due became delinquent, unless the same is being contested in good faith by appropriate proceedings and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest reserves deemed adequate by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves Lender have been maintained with respect thereto in accordance with GAAPestablished therefor; (ch) subject Maintain, preserve, protect and keep in good repair, working order and condition, its property and every part thereof used or useful in the conduct of Borrower’s business and from time to time make all needful and proper repairs, renewals, replacements and improvements thereto, so that Borrower’s business may be properly and advantageously conducted at all times; (i) Keep adequately insured by reputable insurers satisfactory to Lender all property of a character usually insured by companies engaged in businesses similar to that of Borrower and carry such other insurance as is usually carried by similar companies and, at Lender’s request, deliver to Lender evidence of the maintenance of such insurance; (j) Pay all lawful claims, whether for labor, materials or otherwise, which might or could, if unpaid, become a lien or charge on any property or assets of Borrower, unless the same is being contested in good faith by appropriate proceedings and reserves deemed adequate to Lender have been established therefore; (k) Comply fully with all of the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP;Loan Documents. (dl) subject Give immediate notification to the provisions of this Indenture (including, for greater certainty, the completion Lender of any transaction not prohibited under Section 5.14litigation, Section 5.15 or Section 8.6)of any claim or controversy which might become the subject of litigation, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence of any Federal tax lien, assessment or knowledge of a proposed tax assessment in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions excess of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder$10,000.00.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Sixth Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersSixth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderit; (b) from give to the Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to time the generality of the foregoing the procurement by the Sixth Issuer of all such certificates called for by the Security Trustee pursuant to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPlaw; (c) subject to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements applicable to it for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Sixth Issuer shall have no reasonable objection free access to such books of account and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions Security Trustee a copy of every balance sheet, profit and loss account, source and application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Sixth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any Sixth Issuer Note Event of Default, Potential Sixth Issuer Note Event of Default and/or service of a Sixth Issuer Note Acceleration Notice (such notice to be effective by the delivery of a copy of the Sixth Issuer Note Acceleration Notice to Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within fourteen days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Sixth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Sixth Issuer Note Event of Default (or if such then exists or existed, specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Sixth Issuer has complied, to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other Sixth Issuer Transaction Documents to which it is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Sixth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Sixth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the sole opinion of the Trustees or Security Trustee, being contested in good faith by the Holders Sixth Issuer; (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the NotesSixth Issuer Intercompany Loan Agreement by Funding 1 to the Sixth Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and immediately to notify the Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to be in full force and effect; and (fl) to comply and cause each at all times maintain its "centre of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to main interests" as defined in the extent EU Insolvency Regulation (EC) No. 1346/2000 of 29th May 2000 (the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderREGULATION) in England.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the The Corporation hereby covenants and agrees with the Trustees Trustee for the benefit of the HoldersTrustee and the Holders that so long as any Notes remain outstanding it will: (a) duly and punctually pay and cause to appoint a trustee whenever necessary be paid to avoid or fill a vacancy the Holders the principal and any interest accrued thereunder at the dates and places, in the office of any of currency and in the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereundermanner prescribed herein; (b) from time to time to pay maintain its corporate existence and carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice and will do or cause to be paid done all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or things necessary to preserve and keep in respect of full force and effect its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPcorporate existence; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account in accordance with generally accepted accounting principles; (d) furnish the Trustee with copies, and make will provide directly, to each Holder requesting same, all interim financial statements furnished by the Corporation to its shareholders and annual audited consolidated financial statements, and the report, if any, of the Corporation’s auditors thereon; the Trustee shall have no obligation to review or cause analyze any of the financial statements furnished to the Trustee; (e) notify the Trustee immediately upon obtaining knowledge of any Event of Default hereunder; (f) give to the Trustee notice, including reasonable particulars, of any action, suit or proceeding, to the knowledge of the Corporation, pending against or affecting the Corporation before any court or before any governmental department, commission or agency or arbitrator in Canada or elsewhere, which could result in any material adverse change in the business, or the operation, prospects or assets or in the condition, financial or otherwise, of the Corporation; (g) Within 120 days after the end of each financial year of the Corporation (and in any event within 12 months after the date hereof and thereafter within 12 months after the date of the latest such certificate) and at any other time if requested by the Trustee, the Corporation shall furnish the Trustee with a Certificate of the Corporation, certifying that after reasonable investigation and inquiry the Corporation has complied with all covenants, conditions or other requirements contained in this Note Indenture, the non-compliance of which would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be made therein true taken to eliminate such circumstances and faithful entries remedy such Event of all its dealings and transactions in relation to its business and the business of its Restricted SubsidiariesDefault, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (fh) do, observe and perform or cause to comply and cause each be done, observed or performed all of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability material obligations of the Corporation under all material agreements, leases, contracts and indentures and all material matters necessary to be done, observed or performed whether under any law or regulation of Canada, any province thereof, or any of its Restricted Subsidiaries foreign country, or any municipality therein, or otherwise, in each case where non-compliance might give rise to perform its obligations hereunder a material adverse effect on the business or under the Note Guarantees or the rights and remedies financial condition of the Trustees or the Holders thereunderCorporation.

Positive Covenants. So The Borrower irrevocably and unconditionally covenants and undertakes that so long as any Notes are outstanding Obligations remain outstanding, and except as otherwise permitted by until the terms of this IndentureFinal Settlement Date, the Corporation covenants and agrees with the Trustees for the benefit of the Holdersit shall: (a) maintain its corporate existence (to appoint a trustee whenever the extent applicable) and all rights and privileges enjoyed and obtain, comply with the terms of and do all that is necessary to avoid or fill a vacancy maintain in the office of any of the Trustees so as full force and effect all Approvals required to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderenable it to lawfully carry on its business; (b) from time obtain, comply with the terms of and do all that is necessary to time maintain in full force and effect all Approvals as may be required to pay or cause enable it to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of enter into and perform its Property obligations under the Finance Documents and the Property of its Restricted Subsidiaries transactions contemplated thereby and to ensure the legality, validity, enforceability or any part thereof or upon the income and profits admissibility in evidence of the Corporation as Finance Documents and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPthis Agreement; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of comply with all its dealings and transactions in relation to its business Applicable Laws and the business terms and conditions of its Restricted Subsidiaries, as the case may be, in accordance with GAAPApprovals; (d) subject to the provisions of this Indenture (includingpay regularly all Taxes, for greater certaintyassessments, the completion of any transaction not prohibited under Section 5.14dues, Section 5.15 or Section 8.6)duties and impositions as may, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time)time be payable to any Governmental Authority; (e) subject comply in all respects with the terms of the Finance Documents; (f) use reasonable commercial efforts to do or cause to be done everything which is necessary, in the reasonable opinion of the Lender, to create and perfect the security with respect to the provisions Pledged GDRs pursuant to the Finance Documents (including, without limitation, any further registration or filing in respect of the security); (g) pay or reimburse to the Lender all charges, Taxes or penalties imposed on or in pursuance of this IndentureAgreement or on any instruments, issued hereunder, payable in relation to cause each Guarantee granted by each Guarantor the interest amounts on the pre-paid Loan amount paid to the Lender; (h) perform and any subordination undertaking in favour execute, on the request of the Trustees or Lender, such acts and deeds, as may be reasonably necessary and/or required to carry out the Holders to be maintained in full force and effect at all times until intent of the full and final payment of all amounts due hereunder or under the NotesFinance Documents; and (fi) do all such acts and things as may be reasonably required by the Lender to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to protect the extent the failure to do so would not reasonably be expected to adversely affect the ability interest of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or Lender under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderFinance Documents.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Company hereby covenants and agrees with the Trustees Trustee for the benefit of the HoldersTrustee and the Holders that so long as any Notes remain outstanding it will: (a) duly and punctually pay and cause to appoint a trustee whenever necessary be paid to avoid or fill a vacancy the Holders the principal and any interest accrued thereunder at the dates and places, in the office of any of currency and in the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereundermanner prescribed herein; (b) from time to time to pay maintain its corporate existence and carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice and will do or cause to be paid done all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or things necessary to preserve and keep in respect of full force and effect its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPcorporate existence; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account in accordance with generally accepted accounting principles; (d) furnish the Trustee with copies, and make will provide directly, to each Holder requesting same, all interim financial statements furnished by the Company to its shareholders and annual audited consolidated financial statements, and the report, if any, of the Company’s auditors thereon; the Trustee shall have no obligation to review or cause analyze any of the financial statements furnished to the Trustee; (e) notify the Trustee immediately upon obtaining knowledge of any Event of Default hereunder; (f) give to the Trustee notice, including reasonable particulars, of any action, suit or proceeding, to the knowledge of the Company, pending against or affecting the Company before any court or before any governmental department, commission or agency or arbitrator in Canada or elsewhere, which could result in any material adverse change in the business, or the operation, prospects or assets or in the condition, financial or otherwise, of the Company; (g) Within 120 days after the end of each financial year of the Company (and in any event within 12 months after the date hereof and thereafter within 12 months after the date of the latest such certificate) and at any other time if requested by the Trustee, the Company shall furnish the Trustee with a Certificate of the Company, certifying that after reasonable investigation and inquiry the Company has complied with all covenants, conditions or other requirements contained in this Note Indenture, the non-compliance of which would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default hereunder, or if such is not the case, setting forth with reasonable particulars the circumstances of any failure to comply and steps taken or proposed to be made therein true taken to eliminate such circumstances and faithful entries remedy such Event of all its dealings and transactions in relation to its business and the business of its Restricted SubsidiariesDefault, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (fh) do, observe and perform or cause to comply be done, observed or performed all of the material obligations of the Company under all material agreements, leases, contracts and cause each of its Restricted Subsidiaries to comply with its respective constating documents indentures and all applicable lawsmaterial matters necessary to be done, rulesobserved or performed whether under any law or regulation of Canada, regulations and ordersany province thereof, except or any foreign country, or any municipality therein, or otherwise, in each case where non-compliance might give rise to a material adverse effect on the extent the failure to do so would not reasonably be expected to adversely affect the ability business or financial condition of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderCompany.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenturehereof, the Corporation Issuer covenants and agrees with the Trustees Trustee for the benefit of the HoldersNoteholders: (a) to duly and punctually pay or cause to be paid to every Noteholder the principal, interest or Premium, if any, on the dates and at the places and in the manner specified herein and in such Notes; (b) to appoint a trustee Trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees Trustee so as to comply with any requirement under applicable laws, including as described under Section 13.2 that there shall at all times be a Trustee hereunder; (b) from time to time to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries or any part thereof or upon the income and profits of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAP; (c) subject to pay to the provisions Trustee from time to time reasonable remuneration for its services hereunder, and pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business the trusts hereby created (including the reasonable compensation and the business disbursements of its Restricted Subsidiariesthird-party counsel and all other third-party advisers and assistants not regularly in its employ after obtaining consent or consulting with the Issuer in advance), as the in each case may be, in accordance with GAAPthe engagement agreement, and the fee schedule negotiated from time to time, between the Issuer and the Trustee, both before any default hereunder and thereafter until all duties of the Trustee under the trusts hereof shall be finally and fully performed, except any such expense, disbursement or advance as may arise from its negligence or wilful misconduct, and after default, all amounts so payable shall be payable out of any funds coming into the possession of the Trustee or its successors in the trusts hereunder in priority to any payment of the principal, interest or Premium on, or sinking fund, with respect to the Notes and any amount due under this provision and unpaid 30 days after request for such payment shall bear interest from the expiration of such 30 day period at a rate per annum equal to the Prime Rate, payable on demand; (d) subject to the provisions of this Indenture (includingon becoming aware, for greater certaintyat any time, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6)Event of Default, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence promptly notify the Trustee in accordance with their respective organizational documents (as the same may be amended from time to time)writing; (e) subject furnish to the provisions Trustee copies of consolidated financial statements, whether annual or interim, of the Issuer and any report of the Auditors thereon at the same time as such financial statements are filed with securities regulatory authorities (provided that the filing of the Issuer’s financial statements, whether annual or interim and any report of the Auditors thereon on SEDAR or ▇▇▇▇▇ in accordance with applicable securities laws shall satisfy the Issuer’s obligation to furnish the Trustee with copies of same); (f) within 90 days after the end of each fiscal year of the Issuer, and at any other time upon reasonable request by the Trustee, furnish the Trustee with an Officer’s Certificate of the Chief Financial Officer of the Issuer stating that, to the knowledge of the Chief Financial Officer, the Issuer has complied with all covenants, conditions or other requirements contained in this Indenture, the non-compliance with which would, with notification or with the lapse of time or otherwise, constitute an Event of Default hereunder, or, if such is not the case, setting forth with reasonable particulars the circumstances of any failure to cause each Guarantee granted by each Guarantor comply, the period of existence thereof and any subordination undertaking in favour of the Trustees or action the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the NotesIssuer is taking with respect thereto; and (fg) so long as any Notes remain outstanding, the Issuer shall not request DBRS to comply and cause each withdraw its rating of the Notes. In the event that DBRS withdraws its Restricted Subsidiaries rating of the Notes, the Issuer will use commercially reasonable efforts to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except obtain a credit rating from another credit rating agency acceptable to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderTrustee, acting reasonably.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Sixth Issuer covenants and agrees undertakes with the Trustees Sixth Issuer Security Trustee for the benefit of the HoldersSixth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderproper and efficient manner; (b) from give to the Sixth Issuer Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to time the generality of the foregoing the procurement by the Sixth Issuer of all such certificates called for by the Sixth Issuer Security Trustee pursuant to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Sixth Issuer Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPlaw; (c) subject to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Sixth Issuer Security Trustee and any person or cause persons appointed by the Sixth Issuer Security Trustee to be made therein true whom the Sixth Issuer shall have no reasonable objection free access to such books of account and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Sixth Issuer Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions Sixth Issuer Security Trustee a copy of every balance sheet, profit and loss account, source and application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Sixth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Sixth Issuer Security Trustee of the occurrence of any Sixth Issuer Note Event of Default, Potential Sixth Issuer Note Event of Default and/or service of a Sixth Issuer Note Enforcement Notice (which has not been served by the Sixth Issuer Security Trustee) (such notice to be effective by the delivery of a copy of the Sixth Issuer Note Enforcement Notice to Sixth Issuer Security Trustee) immediately upon becoming aware thereof and without waiting for the Sixth Issuer Security Trustee to take any further action; (g) give to the Sixth Issuer Security Trustee (i) within seven days after demand by the Sixth Issuer Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Sixth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the "CERTIFICATION DATE") there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Sixth Issuer Note Event of Default or any Potential Sixth Issuer Note Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Sixth Issuer has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other Sixth Issuer Transaction Documents to which it is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Sixth Issuer Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Sixth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Sixth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the opinion of the Trustees or Sixth Issuer Security Trustee, being contested in good faith by the Holders Sixth Issuer; and (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except Sixth Issuer Intercompany Loan Agreement by Funding to the extent the failure to do so Sixth Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would not reasonably be expected to adversely affect lead to the ability revocation or invalidation of the Corporation aforementioned election; and immediately to notify the Sixth Issuer Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or any if circumstances arise, of its Restricted Subsidiaries which it is aware, which may result in that election ceasing to perform its obligations hereunder or under the Note Guarantees or the rights be in full force and remedies of the Trustees or the Holders thereundereffect.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Fifth Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersFifth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderit; (b) from give to the Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to time the generality of the foregoing the procurement by the Fifth Issuer of all such certificates called for by the Security Trustee pursuant to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPlaw; (c) subject to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements applicable to it for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Fifth Issuer shall have no reasonable objection free access to such books of account and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions Security Trustee a copy of every balance sheet, profit and loss account, source and application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Fifth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any Fifth Issuer Note Event of Default, Potential Fifth Issuer Note Event of Default and/or service of a Fifth Issuer Note Acceleration Notice (such notice to be effective by the delivery of a copy of the Fifth Issuer Note Acceleration Notice to Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within fourteen days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Fifth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Fifth Issuer Note Event of Default (or if such then exists or existed, specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Fifth Issuer has complied, to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other Fifth Issuer Transaction Documents to which it is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Fifth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Fifth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the sole opinion of the Trustees or Security Trustee, being contested in good faith by the Holders Fifth Issuer; (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the NotesFifth Issuer Intercompany Loan Agreement by Funding 1 to the Fifth Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and immediately to notify the Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to be in full force and effect; and (fl) to comply and cause each at all times maintain its "centre of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to main interests" as defined in the extent EU Insolvency Regulation (EC) No. 1346/2000 of 29th May 2000 (the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderREGULATION) in England.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Ninth Issuer covenants and agrees undertakes with the Trustees Ninth Issuer Security Trustee for the benefit of the HoldersNinth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderproper and efficient manner; (b) from to give to the Ninth Issuer Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to time the generality of the foregoing the procurement by the Ninth Issuer of all such certificates called for by the Ninth Issuer Security Trustee pursuant to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any exercise of the Property duties, trusts, powers, authorities and discretions vested in it under this Deed or rights any other Transaction Document to which the Ninth Issuer Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPlaw; (c) subject to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Ninth Issuer Security Trustee and any person or cause persons appointed by the Ninth Issuer Security Trustee to be made therein true whom the Ninth Issuer shall have no reasonable objection free access to such books of account and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Ninth Issuer Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions Ninth Issuer Security Trustee a copy of this Indentureevery balance sheet, profit and loss account, source and application of funds statement (if any), report, or other notice, statement, circular or document issued or given to cause each Guarantee granted by each Guarantor any holder of securities (including Noteholders and any subordination undertaking shareholders in favour their capacity as such) or creditors of the Trustees or Ninth Issuer as soon as reasonably practicable after issue of the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; andsame; (f) to comply give notice in writing to the Ninth Issuer Security Trustee of the occurrence of any Ninth Issuer Note Event of Default, Potential Ninth Issuer Note Event of Default and/or service of a Ninth Issuer Note Enforcement Notice (which has not been served by the Ninth Issuer Security Trustee) (such notice to be effective by the delivery of a copy of the Ninth Issuer Note Enforcement Notice to Ninth Issuer Security Trustee) immediately upon becoming aware thereof and cause without waiting for the Ninth Issuer Security Trustee to take any further action; (g) to give to the Ninth Issuer Security Trustee (i) within seven days after demand by the Ninth Issuer Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Ninth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Ninth Issuer Note Event of Default or any Potential Ninth Issuer Note Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Ninth Issuer has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of its Restricted Subsidiaries the other Ninth Issuer Transaction Documents to which it is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Ninth Issuer Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Ninth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Ninth Issuer Transaction Documents; and (j) duly and promptly to pay and discharge all Taxes imposed upon it or its respective constating documents and all applicable lawsassets unless such Taxes are, rules, regulations and orders, except to in the extent the failure to do so would not reasonably be expected to adversely affect the ability opinion of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under Ninth Issuer Security Trustee, being contested in good faith by the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderNinth Issuer.

Positive Covenants. So The Borrower irrevocably and unconditionally covenants and undertakes that so long as any Notes are outstanding Obligations remain outstanding, and except as otherwise permitted by until the terms of this IndentureFinal Settlement Date, the Corporation covenants and agrees with the Trustees for the benefit of the Holdersit shall: (a) maintain its corporate existence (to appoint a trustee whenever the extent applicable) and all rights and privileges enjoyed and obtain, comply with the terms of and do all that is necessary to avoid or fill a vacancy maintain in the office of any of the Trustees so as full force and effect all Approvals required to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderenable it to lawfully carry on its business; (b) from time obtain, comply with the terms of and do all that is necessary to time maintain in full force and effect all Approvals as may be required to pay or cause enable it to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of enter into and perform its Property obligations under the Finance Documents and the Property of its Restricted Subsidiaries transactions contemplated thereby and to ensure the legality, validity, enforceability or any part thereof or upon the income and profits admissibility in evidence of the Corporation as Finance Documents and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPthis Agreement; (c) subject to the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of comply with all its dealings and transactions in relation to its business Applicable Laws and the business terms and conditions of its Restricted Subsidiaries, as the case may be, in accordance with GAAPApprovals; (d) subject to the provisions of this Indenture (includingpay regularly all Taxes, for greater certaintyassessments, the completion of any transaction not prohibited under Section 5.14dues, Section 5.15 or Section 8.6)duties and impositions as may, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence in accordance with their respective organizational documents (as the same may be amended from time to time)time be payable to any Governmental Authority; (e) subject comply in all respects with the terms of the Finance Documents; (f) use reasonable commercial efforts to do or cause to be done everything which is necessary, in the reasonable opinion of the Lender, to create and perfect the security with respect to the provisions Pledged Shares pursuant to the Finance Documents (including, without limitation, any further registration or filing in respect of the security); (g) pay or reimburse to the Lender all charges, Taxes or penalties imposed on or in pursuance of this IndentureAgreement or on any instruments, issued hereunder, payable in relation to cause each Guarantee granted by each Guarantor the interest amounts on the pre-paid Loan amount paid to the Lender; (h) perform and any subordination undertaking in favour execute, on the request of the Trustees or Lender, such acts and deeds, as may be reasonably necessary and/or required to carry out the Holders to be maintained in full force and effect at all times until intent of the full and final payment of all amounts due hereunder or under the NotesFinance Documents; and (fi) do all such acts and things as may be reasonably required by the Lender to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to protect the extent the failure to do so would not reasonably be expected to adversely affect the ability interest of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or Lender under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderFinance Documents.

Positive Covenants. So long as any Notes are outstanding Borrower and except as otherwise permitted by the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the HoldersGuarantor covenant to: (a) Furnish to appoint Lender within a trustee whenever necessary period not to avoid exceed 120 days after the closing of each calendar year (or fill fiscal year, as the case may be), year end financial statements for Borrower, Guarantor and all other business enterprises conducted on all real property upon which a vacancy in the office of any lien has been granted by Borrower to secure repayment of the Trustees so as Note (the “Property”) including balance sheet and profit and loss figures, Income Tax Returns for the year in which such return is due, rent rolls and occupancy reports to comply with any requirement under the extent applicable laws, including as described under Section 13.2 hereunderand all accountant’s comments for that year (“Financial Information”); (b) Furnish to Lender concurrently with the furnishing of the year end Financial Information referred to above, a written certificate signed by Borrower’s chief financial officer and containing a statement as to whether or not, to the knowledge of such officer, a default has occurred and is continuing, and specifying, if a default exists, what steps are being taken by Borrower to cure the same; (c) Furnish to Lender quarterly Financial Information on the Borrower and all other business enterprises conducted on the Property by the 20th day of the month following each calendar quarter (March 31, June 30, September 30, and December 31). signed by a proper accounting officer of Borrower; (d) Furnish all Financial Information in such form as Lender may reasonably request and furnish such other information from time to time as Lender may reasonably request; (e) At all times keep true and complete books, records and accounts, and permit Lender through its agents and representatives to pay visit and inspect any of Borrower’s properties and to discuss Borrower’s affairs, finances and accounts with its officers, all at such reasonable time as Lender may desire; (f) Maintain and keep in full force and effect, its existence, rights and franchises and comply with all laws applicable to Borrower; (g) Pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed assessments and other governmental charges levied upon any of Borrower’s properties or in respect of its Property and the Property of its Restricted Subsidiaries franchises or any part thereof or upon the income and profits of the Corporation as and when before the same become due became delinquent, unless the same is being contested in good faith by appropriate proceedings and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest reserves deemed adequate by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves Lender have been maintained with respect thereto in accordance with GAAPestablished therefor; (ch) subject Maintain, preserve, protect and keep in good repair, working order and condition, its property and every part thereof used or useful in the conduct of Borrower’s business and from time to time make all needful and proper repairs, renewals, replacements and improvements thereto, so that Borrower’s business may be property and advantageously conducted at all times; (i) Keep adequately insured by reputable insurers satisfactory to Lender all property of a character usually insured by companies engaged in businesses similar to that of Borrower and carry such other insurance as is usually carried by similar companies and, at Lender’s request, deliver to Lender evidence of the maintenance of such insurance; (j) Pay all lawful claims, whether for labor, materials or otherwise, which might or could, if unpaid, become a lien or charge on any property or assets of Borrower, unless the same is being contested in good faith by appropriate proceedings and reserves deemed adequate to Lender have been established therefor; (k) Comply fully with all of the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPLoan Documents; (dl) subject Give immediate notification to the provisions of this Indenture (including, for greater certainty, the completion Lender of any transaction not prohibited under Section 5.14litigation, Section 5.15 or Section 8.6)of any claim or controversy which might become the subject of litigation, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence of any Federal tax lien, assessment or knowledge of a proposed tax assessment in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions excess of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder$10,000.00.

Positive Covenants. So long as any Notes are outstanding Borrower and except as otherwise permitted by the terms of this Indenture, the Corporation covenants and agrees with the Trustees for the benefit of the Holderseach Guarantor covenant to: (a) Furnish to appoint Lender within a trustee whenever necessary period not to avoid exceed 120 days after the closing of each calendar year (or fill fiscal year, as the case may be), year end financial statements for Guarantors and reviewed year end financial statements for Borrower, and all other business enterprises conducted on all real property upon which a vacancy in the office of any lien has been granted by Borrower to secure repayment of the Trustees so as Indebtedness (the “Property”) including balance sheet and profit and loss figures, Income Tax Returns for the year in which such return is due, oil and gas production reports to comply with any requirement under the extent applicable laws, including as described under Section 13.2 hereunderand all accountant’s comments for that year (“Financial Information”); (b) Furnish to Lender concurrently with the furnishing of the year end Financial Information referred to above, a written certificate signed by Borrower’s chief financial officer and containing a statement as to whether or not, to the knowledge of such officer, a default has occurred and is continuing, and specifying, if a default exists, what steps are being taken by Borrower to cure the same; (c) Furnish to Lender quarterly Financial Information on the Borrower and all other business enterprises conducted on the Property by the xxth day of the month following each calendar quarter (March 31, June 30, September 30, and December 31), signed by a proper accounting officer of Borrower; (d) Consolidated financial statements will be furnished on Borrower, and all related entities; (e) Furnish all Financial Information in such form as Lender may reasonably request and furnish such other information from time to time as Lender may reasonably request; (f) At all times keep true and complete books, records and accounts, and permit Lender through its agents and representatives to pay visit and inspect any of Borrower’s properties and to discuss Borrower’s affairs, finances and accounts with its officers, all at such reasonable times as Lender may desire; (g) Maintain and keep in full force and effect, its existence, rights and franchises and comply with all laws applicable to Borrower; (h) Pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed assessments and other governmental charges levied upon any of Borrower’s properties or in respect of franchises or income before the same became delinquent, unless the same is being contested in good faith by appropriate proceedings and reserves deemed (i) Maintain, preserve, protect and keep in good repair, working order and condition, its Property property and the Property of its Restricted Subsidiaries or any every part thereof used or upon useful in the income conduct of Borrower’s business and profits of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit or cause from time to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to time make all valid requirements of any Governmental Authority relative to any of the Property or rights of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal needful and proper proceedings any such taxesrepairs, ratesrenewals, leviesreplacements and improvements thereto, assessments, government fees or dues and, upon such contest, so that Borrower’s business may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPbe properly and advantageously conducted at all times; (cj) subject Keep adequately insured by reputable insurers satisfactory to Lender all property of a character usually insured by companies engaged in businesses similar to that of Borrower and carry such other insurance as is usually carried by similar companies and, at Lender’s request, deliver to Lender evidence of the maintenance of such insurance; (k) Pay all lawful claims, whether for labor, materials or otherwise, which might or could, if unpaid, became a lien or change on any property or assets of Borrower, unless the same is being contested in good faith by appropriate proceedings and reserves deemed adequate to Lender have been established therefor; (l) Comply fully with all of the provisions of this Indenture, to keep or cause to be kept proper books of account and make or cause to be made therein true and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAPLoan Documents; (dm) subject Give immediate notification to the provisions of this Indenture (including, for greater certainty, the completion Lender of any transaction not prohibited under Section 5.14litigation, Section 5.15 or Section 8.6)of any claim of controversy which might become the subject of litigation of any Federal tax lien, to maintain and cause each Restricted Subsidiary to maintain at all times its respective corporate existence assessment or knowledge of a proposed tax assessment in accordance with their respective organizational documents (as the same may be amended from time to time); (e) subject to the provisions excess of this Indenture, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour of the Trustees or the Holders to be maintained in full force and effect at all times until the full and final payment of all amounts due hereunder or under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to the extent the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunder$10,000,00.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Seventh Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersSeventh Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderit; (b) from give to the Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to time the generality of the foregoing the procurement by the Seventh Issuer of all such certificates called for by the Security Trustee pursuant to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPlaw; (c) subject to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements applicable to it for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Seventh Issuer shall have no reasonable objection free access to such books of account and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this Deed; (e) subject to send to the provisions Security Trustee a copy of every balance sheet, profit and loss account, source and application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Seventh Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any Seventh Issuer Note Event of Default, Potential Seventh Issuer Note Event of Default and/or service of a Seventh Issuer Note Acceleration Notice (such notice to be effective by the delivery of a copy of the Seventh Issuer Note Acceleration Notice to Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within fourteen days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Seventh Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Seventh Issuer Note Event of Default (or if such then exists or existed, specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Seventh Issuer has complied, to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other Seventh Issuer Transaction Documents to which it is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Seventh Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Seventh Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the sole opinion of the Trustees or Security Trustee, being contested in good faith by the Holders Seventh Issuer; (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the NotesSeventh Issuer Intercompany Loan Agreement by Funding 1 to the Seventh Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would reasonably be expected to lead to the revocation or invalidation of the aforementioned election; and immediately to notify the Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or if circumstances arise, of which it is aware, which may result in that election ceasing to be in full force and effect; and (fl) to comply and cause each at all times maintain its "centre of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except to main interests" as defined in the extent EU Insolvency Regulation (EC) No. 1346/2000 of 29th May 2000 (the failure to do so would not reasonably be expected to adversely affect the ability of the Corporation or any of its Restricted Subsidiaries to perform its obligations hereunder or under the Note Guarantees or the rights and remedies of the Trustees or the Holders thereunderREGULATION) in England.

Positive Covenants. So long as any Notes are outstanding and except as otherwise permitted by the terms of this Indenture, the Corporation The Fourth Issuer covenants and agrees undertakes with the Trustees Security Trustee for the benefit of the HoldersFourth Issuer Secured Creditors as follows: (a) at all times to appoint carry on and conduct its affairs in a trustee whenever necessary proper and efficient manner and in accordance with its constitutive documents and all laws and regulations applicable to avoid or fill a vacancy in the office of any of the Trustees so as to comply with any requirement under applicable laws, including as described under Section 13.2 hereunderit; (b) from give to the Security Trustee within a reasonable time after request such information and evidence as it shall reasonably require and in such form as it shall reasonably require, including without prejudice to time the generality of the foregoing the procurement by the Fourth Issuer of all such certificates called for by the Security Trustee pursuant to pay or cause to be paid all taxes, rates, levies, assessments, government fees or dues lawfully levied, assessed or imposed upon or in respect of its Property and the Property of its Restricted Subsidiaries this Deed or any part thereof or upon other Transaction Document for the income and profits purpose of the Corporation as and when the same become due and payable, and the Corporation and its Restricted Subsidiaries shall exhibit discharge or cause to be exhibited to the Trustees, when required, the receipts and vouchers establishing such payment and shall duly observe and conform to all valid requirements of any Governmental Authority relative to any exercise of the Property duties, trusts, powers, authorities and discretions vested in it under these presents or rights any other Transaction Document to which the Security Trustee is a party or by operation of the Corporation and its Restricted Subsidiaries and all covenants, terms and conditions upon or under which any such Property or rights are held; provided, however, that the Corporation and its Restricted Subsidiaries shall have the right to contest by legal and proper proceedings any such taxes, rates, levies, assessments, government fees or dues and, upon such contest, may delay or defer payment or discharge thereof if adequate reserves have been maintained with respect thereto in accordance with GAAPlaw; (c) subject to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements applicable to it for the provisions of this Indenture, time being; (d) at all times to keep or cause to be kept procure the keeping of proper books of account and make records and allow the Security Trustee and any person or cause persons appointed by the Security Trustee to be made therein true whom the Fourth Issuer shall have no reasonable objection free access to such books of account and faithful entries of all its dealings and transactions in relation to its business and the business of its Restricted Subsidiaries, as the case may be, in accordance with GAAP; (d) subject to the provisions of this Indenture (including, for greater certainty, the completion of any transaction not prohibited under Section 5.14, Section 5.15 or Section 8.6), to maintain and cause each Restricted Subsidiary to maintain records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its respective corporate existence in accordance with their respective organizational documents (as duties under this Deed and any information so obtained shall only be used and passed on to any other person for the same may be amended from time to time)purpose of the Security Trustee carrying out its duties under this D▇▇▇; (e) subject to send to the provisions Security Trustee a copy of every balance sheet, profit and loss account, source and application of funds statement (if any), report, or other notice, statement, circular or document issued or given to any holder of securities (including Noteholders and shareholders in their capacity as such) or creditors of the Fourth Issuer as soon as reasonably practicable after issue of the same; (f) to give notice in writing to the Security Trustee of the occurrence of any Fourth Issuer Note Event of Default, Potential Fourth Issuer Note Event of Default and/or service of a Fourth Issuer Note Acceleration Notice (such notice to be effective by the delivery of a copy of the Fourth Issuer Note Acceleration Notice to Security Trustee) immediately upon becoming aware thereof and without waiting for the Security Trustee to take any further action; (g) give to the Security Trustee (i) within fourteen days after demand by the Security Trustee therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of the Fourth Issuer to the effect that as at a date not more than seven days before delivering such certificate (the CERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Fourth Issuer Note Event of Default (or if such then exists or existed, specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Fourth Issuer has complied, to the best of such directors' knowledge and belief, with all its obligations contained in this Deed and each of the other Fourth Issuer Transaction Documents to which it is a party or (if such is not the case) specifying the respects in which it has not so complied; (h) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Security Trustee be necessary at any time or times to give effect to the terms and conditions of this IndentureDeed and the other Fourth Issuer Transaction Documents; (i) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Fourth Issuer Transaction Documents; (j) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, to cause each Guarantee granted by each Guarantor and any subordination undertaking in favour the sole opinion of the Trustees or Security Trustee, being contested in good faith by the Holders Fourth Issuer; and (k) so far as permitted by law to be maintained enter into and maintain in full force and effect at all times until a group income election under Section 247 of the full Income and final payment Corporation Taxes Act 1988 in relation to any such payments as are referred to in Section 247(4) of all amounts due hereunder or that Act and which are made under the Notes; and (f) to comply and cause each of its Restricted Subsidiaries to comply with its respective constating documents and all applicable laws, rules, regulations and orders, except Fourth Issuer Intercompany Loan Agreement by Funding 1 to the extent the failure to do so Fourth Issuer and ensure that no steps will be taken (whether by act, omission or otherwise) which would not reasonably be expected to adversely affect lead to the ability revocation or invalidation of the Corporation aforementioned election; and immediately to notify the Security Trustee if it becomes aware that the aforementioned election ceases to be in full force and effect or any if circumstances arise, of its Restricted Subsidiaries which it is aware, which may result in that election ceasing to perform its obligations hereunder or under the Note Guarantees or the rights be in full force and remedies of the Trustees or the Holders thereundereffect.